EXHIBIT 10.9.1

                         AMENDMENT AGREEMENT (MSN 30808)

                           Dated as of August 1, 2003

                                     Between

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                  as Sublessor

                                       and

                             POLAR AIR CARGO, INC.,
                                  as Sublessee

                                  in respect of

                               SUBLEASE AGREEMENT

                           Dated as of October 24,2001

                                  Pertaining to

                          One Boeing 747-46NF Aircraft
                     Manufacturer's Serial Number 30808 and
                    United States Registration Number N450PA

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            As set forth in Section 21 of the Sublease, Sublessor has assigned
to the Owner Trustee (as defined in the Sublease) certain of its right, title
and interest in and to the Sublease, and the Owner Trustee has further assigned
such right, title and interest to the Indenture Trustee (as defined in the
Sublease). To the extent, if any, that this Amendment Agreement constitutes
chattel paper (as such term is defined in the Uniform Commercial Code as in
effect in any applicable jurisdiction) no security interest in this Amendment
Agreement may be created through the transfer or possession of any counterpart
other than the original executed counterpart, which shall be identified as the
counterpart containing the receipt therefor executed by the Indenture Trustee on
the signature page thereof.

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                               TABLE OF CONTENTS

<TABLE>
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SECTION 1.        DEFINITIONS ...........................................        1
    (a)         Definitions as per Sublease .............................        1
    (b)         Additional Definitions ..................................        1
SECTION 2.        WAIVERS AND RELEASES; ACKNOWLEDGEMENTS AND
                  AGREEMENTS ............................................        4
    (a)         Specified Payment Default ...............................        4
    (b)         Sublessor Accommodations ................................        4
    (c)         Section 1110 Stipulation ................................        5
    (d)         Sublessee Party Release .................................        7
    (e)         Expenses ................................................        7
    (f)         Restructuring Guaranties ................................        8
    (g)         Most Favored Nation Treatment ...........................        9
SECTION 3.        AMENDMENT OF THE SUBLEASE .............................        9
    (a)         Amendment of Section 3(b) ...............................        9
    (b)         Amendment of Section 3(c) ...............................       11
    (c)         Amendment of Section 7(a)(1) ............................       12
    (d)         Amendment of Section 9 ..................................       14
    (e)         Amendment of Section 14 .................................       15
    (f)         Amendment of Section 15(c) ..............................       15
    (g)         Amendment of Section 15(d) ..............................       15
    (h)         Amendment of Section 19 .................................       16
    (i)         Amendment of Section 20 .................................       16
    (j)         Amendment of Section 29 .................................       16
    (k)         Amendment of Exhibit B-1 ................................       16
    (l)         Amendments to Annex A ...................................       16
SECTION 4.        EFFECTIVE DATE AND CONDITIONS PRECEDENT ...............       21
    (a)         Effective Date and Conditions Precedent .................       21
    (b)         Waiver or Deferral of Conditions Precedent ..............       22
    (c)         Delivery by Telecopy ....................................       22
SECTION 5.        REPRESENTATIONS AND WARRANTIES ........................       22
</TABLE>

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<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
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    (a)         Sublessee Representations and Warranties ................       22
    (b)         Sublessor Representations and Warranties ................       24
SECTION 6.        EFFECT OF THIS AGREEMENT ..............................       25
SECTION 7.        TERM SHEET SUPERSEDED; OTHER TERM SHEET MATTERS .......       25
SECTION 8.        RESERVATION OF RIGHTS .................................       25
SECTION 9.        FURTHER ASSURANCES ....................................       26
SECTION 10.       TIME OF THE ESSENCE; INTEREST AT PAST DUE RATE ........       26
SECTION 11.       SURVIVAL ..............................................       26
SECTION 12.       JURISDICTION ..........................................       26
SECTION 13.       MISCELLANEOUS .........................................       26
SECTION 14.       DATING AND EFFECTIVENESS ..............................       27
</TABLE>

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                         AMENDMENT AGREEMENT (MSN 30808)

            This AMENDMENT AGREEMENT (MSN 30808) (this "AGREEMENT"), dated as of
August 1, 2003, between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation
organized and existing pursuant to the laws of the State of Delaware
("SUBLESSOR"), and POLAR AIR CARGO, INC., a corporation organized and existing
pursuant to the laws of the State of California ("SUBLESSEE").

                                   WITNESSETH:

            WHEREAS, Sublessor and Sublessee are parties to the Sublease (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 Sublessor subleased to Sublessee, and Sublessee subleased from
Sublessor, the aircraft and the engines described therein (the Sublease and such
aircraft and engines being described on ANNEX I attached hereto);

            WHEREAS, Sublessee failed to pay a payment of Basic Rent due April
2, 2003 with respect to the Aircraft (the "SPECIFIED PAYMENT DEFAULT");

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

            WHEREAS, pursuant to, and as contemplated by, the Term Sheet,
Sublessor and Sublessee are entering into this Agreement for purposes of
confirming the waiver by Sublessor of the Specified Payment Default (after
satisfaction of the conditions precedent thereto contained in the Term Sheet)
and setting forth the agreement of Sublessor and Sublessee with respect to the
Sublease 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, Sublessor and Sublessee agree as follows:

      SECTION 1. DEFINITIONS.

            (a) DEFINITIONS AS PER SUBLEASE. Unless otherwise specifically
defined herein, all capitalized terms used herein have the meanings stated in
the Sublease (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 Sublessee.

<PAGE>

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

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

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

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

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

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

            "EFFECTIVE DATE" means November 18, 2003.

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

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

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

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

            "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.

            "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 Sublease or the Tax Indemnification
Agreement.

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

            "OTHER LESSOR" means a lessor or sublessor of aircraft (other than
Sublessor or an Affiliate of Sublessor) to any Sublessee Party.

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

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

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

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

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

            "RESTRUCTURING PROGRAM" means the program of Sublessee 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 Sublessee 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.

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

            "SUBLEASE" means the Sublease Agreement (MSN 30808), dated as of
October 24, 2001, between Sublessor and Sublessee; PROVIDED, HOWEVER, that as
used in any provision of this Agreement, other than any provision contained in
Section 3 or 6 hereof, "SUBLEASE" means the Sublease, as amended hereby.

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

            "SUBLESSEE PARTIES" means Sublessee, Atlas and Atlas Holdings.

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<PAGE>

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

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

            "TAX INDEMNIFICATION AGREEMENT" means the Sublease Tax
Indemnification Agreement, dated as of October 24, 2001, between Sublessor and
Sublessee, in respect of the Aircraft; PROVIDED, HOWEVER, that as used in any
provision of this Agreement, other than Section 3 or 6 hereof, "TAX
INDEMNIFICATION AGREEMENT" means the Sublease Tax Indemnification Agreement, as
amended by the Tax Indemnification Agreement Amendment.

            "TAX INDEMNIFICATION AGREEMENT AMENDMENT" means an Amendment No. 1
to the Sublease Tax Indemnification 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 Sublessee, Atlas Holdings and GECAS, acting on
behalf of Sublessor, as sublessor under the Sublease, and on behalf of certain
Affiliates of Sublessor, as sublessors or lessors under certain of the Other
Aircraft Leases.

      SECTION 2. WAIVERS AND RELEASES; ACKNOWLEDGEMENTS AND AGREEMENTS.

            (a) SPECIFIED PAYMENT DEFAULT. Sublessor hereby waives the Specified
Payment Default and agrees that Sublessor will not exercise remedies solely by
reason or in respect of the Specified Payment Default. Without limitation of any
of the terms, conditions and provisions of Section 8, Sublessee acknowledges and
agrees that the foregoing waiver and agreement by Sublessor does not extend to
(i) any failure by Sublessee to pay when due Basic Rent under the Sublease
(other than the Specified Payment Default) or any other fact, circumstance or
event that now constitutes or hereafter may constitute a Sublease Default or a
Sublease Event of Default under and as defined in the Sublease (other than the
Specified Payment Default), and (ii) does not waive, alter, limit or modify, in
any manner or to any extent, any obligation of Sublessee under Section 3(b)(ii)
of the Sublease.

            (b) SUBLESSOR ACCOMMODATIONS. Sublessee acknowledges and agrees
that:

                  (i) Sublessee has received and will receive considerable
      benefit from the rent deferrals, forbearances from exercise of remedies
      (including, without limitation, termination of the Sublease and
      repossession of the Aircraft) and waivers granted by Sublessor pursuant to
      the Term Sheet and this Agreement (collectively, the "SUBLESSOR
      ACCOMMODATIONS");

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

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<PAGE>

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

            (c) SECTION 1110 STIPULATION.

                  (i) In the event of the commencement with respect to Sublessee
      of a Chapter 11 Case, (a) Sublessee and Sublessor shall execute and
      deliver a stipulation and agreement pursuant to Section 1110(b) of the
      Bankruptcy Code with respect to the Sublease containing the provisions
      described in Section 2(c)(ii) and otherwise acceptable in form and
      substance to Sublessor (the "SECTION 1110 STIPULATION"), (b) Sublessee
      shall file the Section 1110 Stipulation concurrently with the "first day
      pleadings" in such Chapter 11 Case, and (c) Sublessee 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) Sublessor is entitled to the benefits of Section
            1110 of the Bankruptcy Code with respect to the Aircraft and the
            Sublease;

                        (B) Subject to the terms, conditions and provisions of
            the Section 1110 Stipulation, and pursuant to Section 1110(b) of the
            Bankruptcy Code, Sublessor 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 Sublessee (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 Sublessee providing for the
            assumption by Sublessee of the Sublease 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 "SUBLEASE
            ASSUMPTION"); and (III) the occurrence of a "Forbearance Default"
            (as such term is hereinafter defined).

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

                        (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 Sublease
            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),
            Sublessee shall, at Sublessee's cost and expense, (I) return to
            Sublessor, at a location designated by Sublessor, 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

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            defined in the Lease Agreement Enumerating Aircraft Documents (as
            such term is defined in the Restructuring Letter Agreement))
            relating to, or forming part of, the Airframe and/or the Engines
            (collectively the "AIRCRAFT AND RELATED MATERIALS"), as the Aircraft
            and Related Materials are required to be returned to Sublessor at
            expiration or termination of the Sublease, and (II) from time to
            time upon request of Sublessor, cooperate reasonably with Sublessor
            or its representative to provide such information with respect to
            any or all of the Aircraft and Related Materials as may be requisite
            for Sublessor (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 Sublessor or Head Lessor. Upon termination of the
            Forbearance Period (if the Forbearance Period terminates for any
            reason other than the occurrence of Sublease Assumption), the
            Sublease shall be deemed rejected.

                        (E) As used in the Section 1110 Stipulation,
            "FORBEARANCE DEFAULT" shall mean any one or more of the following:
            (I) a Sublease Event of Default under and as defined in the
            Sublease; (II) termination of the Sublease pursuant to Section 9(e)
            thereof (by reason of a Non-Assumption Event); (III) breach by
            Sublessee 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
            Sublessee'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 Sublessee of its
            operations; (VI) rejection of the Sublease or abandonment of the
            Aircraft by Sublessee; or (VII) acceleration of any or all of the
            indebtedness incurred by Sublessee (and/or any other Sublessee
            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 Sublease at or after the Filing Date (less any
            payments thereof made by Sublessee after the Filing Date) shall be
            allowed as an administrative expense pursuant to Sections
            503(b)(l)(A) and 507(a)(l) 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 Sublease or the exercise by
            Sublessor of remedies with respect to the rejection or other
            termination of the Sublease or the occurrence of any Sublease Event
            of Default under and as defined in the Sublease, or (II) any amounts
            payable by Sublessee pursuant to Exhibit B to the Sublease in
            respect of the failure of the Aircraft to meet the minimum hour and
            cycle requirements specified in Exhibit B to the Sublease upon
            return of the Aircraft to Sublessor.

                        (G) Except as specifically provided in the Section 1110
            Stipulation, the Section 1110 Stipulation shall not affect, modify
            or waive any

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            term, provision or condition of the Sublease or applicable Law,
            including, without limitation, Section 1110 of the Bankruptcy Code.
            The Section 1110 Stipulation shall not constitute the assumption
            by Sublessee of the Sublease or an agreement by Sublessee to assume
            the Sublease.

                  (iii) For purposes of facilitating compliance with the
      provisions of Section 2(c)(i), Sublessee and Sublessor shall agree upon
      the text of the Section 1110 Stipulation within seven Business Days after
      the Effective Date (unless, in accordance with Section 2(c)(i), the
      Section 1110 Stipulation is required to be executed and delivered prior
      thereto).

            (d) SUBLESSEE PARTY RELEASE. In consideration of the Sublessor
Accommodations, Sublessee hereby (and by its execution and delivery of its
Sublessee Party Acknowledgement and Agreement, each other Sublessee Party)
release, discharges and acquits Sublessor, each Indemnitee (under and as
defined in the Sublease 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 Sublessee 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 Sublessee) existing or occurring prior to or
on and as of the Effective Date and pertaining to any or all of Sublessor, any
Affiliate of Sublessor, the Operative Documents, the Other Agreements and the
transactions contemplated thereby.

            (e) EXPENSES.

                  (i) Sublessee and (by its execution and delivery of its
      Sublessee Party Acknowledgment and Agreement) Atlas agree that (a) on the
      Effective Date, Sublessee Parties shall pay to counsel for Sublessor, the
      Affiliates of Sublessor 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 Sublessee 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 Sublessee
      Parties on the Effective Date pursuant to this Section 2(e)(i) and Section
      2(e)(i) of each of the Other Lease

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      Restructuring Amendments and the Additional Restructuring Lease Amendment
      is $225,000.

                  (ii) Sublessee agrees that, on demand, Sublessee shall pay or
      reimburse Sublessor, Affiliates of Sublessor and Serviced Lessor for
      seven-ninths (7/9ths) of all out of pocket costs and expenses (including,
      without limitation, legal and other professional fees and expenses)
      incurred or payable by Sublessor, Affiliates of Sublessor 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 Sublease, Sublessee 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 Sublessor in
      connection with or related to the preservation or exercise by Sublessor of
      rights and remedies of Sublessor and/or the enforcement by Sublessor of
      obligations of Sublessee and/or Guarantor during the pendency of any
      Chapter 11 Case with respect to Sublessee or other proceeding under the
      Bankruptcy Code with respect to Sublessee (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
      Sublessee of the Sublease and/or the exercise by Sublessor of its rights
      under Section 9(e) or Section 15 of the Sublease, 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 Sublessor for which Sublessee is
      liable under Section 15 of the Sublease (and which Sublessee shall pay or
      reimburse to Sublessor on demand by Sublessor).

            (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 Sublessee Party
issues to an Other Creditor of any other Sublessee Party a guaranty of the
obligations of such other Sublessee Party to such Other Creditor, each Sublessee
Party shall issue a guaranty of the due and punctual payment and performance of
all obligations of each Affiliate of such Sublessee Party under this Agreement,
the Sublease and each Other Agreement to and for the benefit of Sublessor or the
Affiliate of Sublessor that is a party to this Agreement, the Sublease or such
Other Agreement. Each such guaranty shall be (i) a guaranty of payment and
performance and not of collection, and (ii) otherwise reasonably acceptable in
form and substance to the beneficiary thereof (it being stated and acknowledged,
for the avoidance of any doubt or misunderstanding, that the form and content of
the Guaranty shall not be dispositive

                                       -8-

<PAGE>

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. Sublessee agrees that if
Sublessee Parties (or one or more thereof) enter(s) into definitive documents
with respect to the restructuring, modification or amendment of their (or any of
their) obligations to an Other Lessor (such restructuring, modification or
amendment being referred to as an "OTHER LESSOR RESTRUCTURING") which provide(s)
for such Other Lessor to receive (as part of the Restructuring Program) a lease
or sublease rate or other economic terms, economic provisions or economic
conditions that, taking into account all prevailing facts and circumstances, are
more favorable to such Other Lessor than the sublease rate or other economic
terms, economic provisions or economic conditions received by Sublessor (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
Indemnification Agreement Amendment, then, (i) within thirty (30) days after
such entry into such definitive documents with respect to such Other Lessor
Restructuring, Sublessee shall notify Sublessor thereof, and (ii) within forty
five (45) days after the request therefor (if any) by Sublessor, this Agreement,
the Restructuring Letter Agreement, the Sublessee 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 Sublessor (as part of the
Restructuring Program) a sublease 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.

      SECTION 3. AMENDMENT OF THE SUBLEASE. The Sublease is hereby amended as
follows:

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

            (b) BASIC RENT.

                  (i) Subject to the provisions of SECTION 3(b)(ii), on each
      Rent Payment Date, Basic Rent for the use of the Aircraft shall be due and
      payable, and Sublessee shall pay Basic Rent in Dollars, in the amount
      specified for such date under the column captioned "Basic Rent Payment" on
      EXHIBIT B-1. On and after the Rent Payment Date next succeeding the
      Deferral Period Commencement Date, Basic Rent (other than Deferred Basic
      Rent and the Aggregate Deferred Amount) 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 Sublease Period shall
      equal the amount of Basic Rent payable during such Sublease Period.

                  (ii) At the election of Sublessee (exercisable as hereinafter
      described), on each Rent Payment Date occurring during the Deferral
      Period, in lieu of paying Basic Rent on such date in the amount required
      by SECTION 3(b)(i) (without giving effect to the reference therein to this
      SECTION 3(b)(ii)), Sublessee

                                       -9-

<PAGE>

            may (a) pay in Dollars the portion of such Basic Rent as is
            specified for such date under the column captioned "Current Basic
            Rent Payment" on EXHIBIT B-1 (Basic Rent payable as described in
            this clause (a) being referred to as "CURRENT BASIC RENT"), and (b)
            defer (as described in SECTION 3(b)(iii)) payment of the portion of
            such Basic Rent as is specified for such date under the column
            captioned "Deferrable Basic Rent Payment" on EXHIBIT B-1 (Basic Rent
            payable as described in this clause (b) being referred to as
            "DEFERRABLE BASIC RENT"). Payment by or on behalf of Sublessee on or
            with respect to any Rent Payment Date of Basic Rent for such Rent
            Payment Date net of Deferrable Basic Rent for such Rent Payment Date
            shall constitute (without any necessity for notice to Sublessor or
            any other Person) the irrevocable exercise by Sublessee of its
            election to pay Current Basic Rent and to defer Deferrable Basic
            Rent as described in this SECTION 3(b)(ii) on such Rent Payment Date
            and all succeeding Rent Payment Dates occurring during the Deferral
            Period.

                        (iii) On the Deferred Basic Rent Payment Date, Sublessee
            shall pay (in addition to all other amounts that are then payable
            under this Sublease and without any necessity for demand or notice
            by Sublessor to Sublessee pursuant to SECTION 15 or otherwise) an
            amount equal to the sum of the amounts of the Deferrable Basic Rent
            deferred by Sublessee pursuant to SECTION 3(b)(ii) on all Rent
            Payment Dates prior to (and, if applicable, on) the Deferred Basic
            Rent Payment Date (including, without limitation, the Rent Payment
            Date that occurred on April 2, 2003) (such sum being referred to as
            the "AGGREGATE DEFERRED AMOUNT"; and each amount so deferred by
            Sublessee being referred to as "DEFERRED BASIC RENT").
            Notwithstanding anything to the contrary in this Sublease. (i)
            Sublessee shall not be obligated to pay interest (at the Past Due
            Rate or any other rate) on any installment of Deferred Basic Rent
            for or with respect to any period of time prior to the Deferred
            Basic Rent Payment Date, and (ii) Sublessee shall pay to Sublessor,
            on demand, interest at the Past Due Rate on any part of the
            Aggregate Deferred Amount that is not paid when due on the Deferred
            Basic Rent Payment Date, for the period from the Deferred Basic Rent
            Payment Date until the same shall be paid in full.

                        (iv) As used herein: (a) "DEFERRAL PERIOD" means the
            period from and including the Deferral Period Commencement Date to
            but excluding the Deferral Period Expiration Date; (b) "DEFERRAL
            PERIOD COMMENCEMENT DATE" means March 20, 2003; (c) "DEFERRAL PERIOD
            EXPIRATION DATE" means the earlier to occur of (1) March 20, 2008,
            or (2) the Deferred Basic Rent Payment Date; and (d) "DEFERRED BASIC
            RENT PAYMENT DATE" means the earliest date (during the Basic Term)
            on which there occurs a Sublease Event of Default (other than a
            Sublease Event of Default described in SECTION 14(e) or SECTION
            14(f), regardless of whether (I) before or on such date, a Sublease
            Event of Default described in SECTION 14(e) or SECTION 14(f) shall
            have occurred and/or been continuing, or (2) after such date, such
            Sublease Event of Default shall be, or shall be deemed or construed
            to be, cured or waived or shall otherwise, or shall be deemed or
            construed to otherwise, cease to exist or continue.

                                      -10-

<PAGE>

                        (v) For the avoidance of any doubt, it is expressly
            stated, acknowledged and agreed that wherever in this Sublease
            (other than this SECTION 3(b)) a reference is made to Basic Rent, if
            such Basic Rent is or was payable during the Deferral Period and
            after exercise by Sublessee of its deferral election described in
            SECTION 3(b)(ii), such reference is to Current Basic Rent. For the
            avoidance of any doubt, it is also expressly stated, acknowledged
            and agreed that: (i) the Deferred Basic Rent Payment Date shall not
            occur, and Sublessee shall not be obligated to make payment of the
            Aggregate Deferred Amount (or any other amount in respect of the
            deferral by Sublessee of Deferrable Basic Rent), unless and until a
            Sublease Event of Default (other than a Sublease Event of Default
            described in SECTION 14(e) or SECTION 14(f)) occurs during the Basic
            Term; and (ii) after the earlier of (a) March 20, 2008, or (b) the
            occurrence of a Sublease Event of Default (other than a Sublease
            Event of Default described in SECTION 14(e) or SECTION 14(f)) and
            regardless of whether such Sublease Event of Default continues,
            Sublessee shall not be entitled to defer Deferrable Basic Rent and
            shall be obligated to pay Basic Rent in the amount required by
            SECTION 3(b)(i) (without giving effect to the reference therein to
            SECTION 3(b)(ii)).

                        (vi) Sublessor and Sublessee agree that, irrespective
            of Sublessee's payment obligations set forth in SECTION 3(b)(i),
            after exercise by Sublessee of its deferral election described in
            SECTION 3(b)(ii) and unless and until the event described in SECTION
            3(b)(iii) occurs and Sublessee makes the payment provided for
            therein, Sublessee's liability for purposes of Section 467 of the
            Code on account of the use of the Aircraft in accordance with this
            Sublease during the Deferral Period shall be as stated on EXHIBIT
            B-1 hereto under the caption "Current Basic Rent Payment". It is the
            intention of the parties hereto that the allocation of Current 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 1.467-2(d) and 1.467-2, each of Sublessor and Sublessee, 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 "Current 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 Sublease is
amended to read in its entirety as follows:

            (c) ADJUSTMENTS TO BASIC RENT.

                        (i) In the event that Sublessee pays an indemnity
            obligation under the Sublease Tax Indemnification Agreement, then
            the Basic Rent amounts set forth on EXHIBIT B-1, the Termination
            Value amounts set forth on EXHIBITS C-1 AND C-2 and the EBO Amount
            set forth on EXHIBIT D shall be recalculated upwards or downwards by
            Sublessor using the same methods and assumptions

                                      -11-

<PAGE>

            (except to the extent such assumptions shall be varied to take into
            account the Loss (as defined in the Sublease Tax Indemnification
            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 EBO Amount on the Delivery
            Date in order to (1) maintain the Sublessor's Net Economic Return
            and (2) to the extent possible consistent with clause (1) hereof,
            minimize the Net Present Value of Rents to Sublessee.

                        (ii) Any recalculation of Basic Rent amounts,
            Termination Value amounts and EBO Amount pursuant to this SECTION
            3(c) shall be determined by Sublessor 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 EBO Amount shall be set forth in a Sublease
            Supplement or an amendment to the Sublease.

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

            PROVIDED, HOWEVER, that if Sublessee (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 Sublessee may do, in its discretion, if in
            connection therewith Sublessee 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 Sublease (other than the terms of this proviso and the
            following proviso to this clause (B)), (iv) identifies to Sublessor,
            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 Sublessor (or its
            representatives), and to provide to Sublessor (or its
            representatives) information concerning, the Grounded Aircraft
            and/or each Grounded Engine, as applicable, and the amounts of, and
            the payment or nonpayment of, the costs, expenses and other charges
            of such owner and/or operator with respect to the Grounded Aircraft
            and/or each Grounded Engine, as applicable (and, in such connection,
            Sublessee authorizes each such owner and each such operator to rely
            on a copy of this provision of this Sublease as due authorization
            and instruction by Sublessee to such owner or such operator to
            discuss with

                                      -12-

<PAGE>

            Sublessor (or its representatives), or to provide to Sublessor (or
            its representatives) information concerning, the Grounded Aircraft
            and/or each Grounded Engine, as applicable, and the amounts of,
            and the payment or nonpayment 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), Sublessee
            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 Sublease (including, without limitation, SECTION 5 and the
            following clauses (C) and (D) of this SECTION 7(a)(l)) or any other
            Operative Document (including, without limitation, the Sublease Tax
            Indemnification 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, Sublessee 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 Sublease to be in; and PROVIDED FURTHER, HOWEVER,
            that if, at any time when the Airframe is not so grounded, (i)
            Sublessee grounds an Engine not then installed on the Airframe (a
            "SEPARATELY GROUNDED ENGINE") for longer than a temporary period
            (which Sublessee may do, in its discretion, if in connection
            therewith Sublessee complies with the terms of this proviso), and
            (ii) Sublessee 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"),
            Sublessee 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
            Sublease (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 Sublease Tax
            Indemnification 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 Sublease of the provisos to this clause (B),
            Sublessor waives compliance by Sublessee with, and any Sublease
            Default or Sublease Event of Default which would arise solely from
            Sublessee'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 Sublessee complies with the
            requirements set forth in the applicable provisos to this clause (B)
            and each applicable Storage Program with respect to the grounding
            and storage (including maintenance during storage) of the Grounded
            Aircraft, the Grounded Engines and

                                      -13-

<PAGE>

            the Separately Grounded Engines for the duration (and at the
            termination) of the grounding thereof);

            (d) AMENDMENT OF SECTION 9. Section 9 of the Sublease is amended
as follows: (i) the caption of Section 9 of the Sublease is amended to read in
its entirety "Termination"; (ii) the caption of Section 9(a) of the Sublease is
amended to read in its entirety "Termination By Sublessee"; (iii) clause (ii) of
Section 9(a) of the Sublease is amended by changing the reference therein to
"SECTION 9" to a reference to "SECTION 9(a)"; (iv) the parenthetical which
precedes sub-clause (B) of clause (3) of the second sentence of section 9(b) of
the Sublease is amended to read "(except that there shall not be deducted the
fees, commissions or expenses of more than one broker per transaction)" and a
comma is added after such parenthetical; and (v) 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) Sublessor shall have the right (exercisable by the
            giving by Sublessor to Sublessee of at least two (2) days' prior
            written notice specifying the date on which this Sublease shall
            terminate pursuant to this SECTION 9(e)) to terminate this Sublease
            at any time during the Term if at such time a Non-Assumption Event
            shall have occurred and be continuing. If this Sublease terminates
            pursuant to this SECTION 9(e), Sublessor shall have the rights and
            remedies, and Sublessee shall have the obligations, in each case,
            that are specified in clauses (a) through (e) of SECTION 15 (with
            the same effect as if a Sublease Event of Default had occurred and
            was continuing). Sublessee 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 Sublessor of any such
            right or remedy of Sublessor.

                        (ii) As used herein, "NON-ASSUMPTION EVENT" means that
            (a) this Sublease shall not have been assumed by Sublessee, 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 Sublessee 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 Sublessee 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
            Sublessee or such other Person of a Chapter 11 Case.

                                      -14-

<PAGE>

            (e) AMENDMENT OF SECTION 14. Section 14 of the Sublease is amended
as follows: (i) the period at the end of clause (i) of Section 14 of the
Sublease is changed to a semicolon followed by the word "or"; and (ii) the
following additional clauses are added after clause (i) of Section 14 of the
Sublease:

                  (j) Sublessee 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 Sublessee or any Affiliate of
      Sublessee 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 Sublessee or any
      Affiliate of Sublessee shall have failed to perform or observe (or cause
      to be performed or observed) any covenant or agreement to be performed or
      observed (or caused to be performed or observed) by it under 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

                  (k) any representation or warranty made or deemed made by
      Sublessee or any Affiliate of Sublessee in the Amendment Agreement or any
      document or certificate furnished by it pursuant to or in connection with
      the Amendment Agreement (except the Tax Indemnification Agreement
      Amendment and such other documents or certificates furnished to Sublessor
      solely in connection with the Tax Indemnification 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 Sublessee of written notice from Sublessor.

            (f) AMENDMENT OF SECTION 15(c). Section 15(c) of the Sublease is
amended by: (i) deleting the first parenthetical which appears in Section 15(c)
of the Sublease (and which reads "(including, without limitation, any
adjustments payable pursuant to Section 3 hereof")); and (ii) changing the words
"any unpaid Basic Rent or Renewal Rent due on Rent Payment Dates prior to (but
not on) the payment date so specified" which appear after the comma that follows
the second parenthetical in Section 15(c) of the Sublease to read as follows:
"the Aggregate Deferred Amount (if any) payable pursuant to SECTION 3(b)(iii)
hereof plus 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)".

            (g) AMENDMENT OF SECTION 15(d). Section 15(d) of the Sublease is
amended by changing the words "any unpaid Basic Rent or Renewal Rent due on Rent
Payment Dates prior to (but not on) such date (including, without limitation,
any adjustments payable pursuant to Section 3 hereof) which appear after the
comma that follows the first parenthetical in Section 15(d) of the Sublease to
read as follows: "the Aggregate Deferred Amount (if any) payable pursuant to
SECTION 3(b)(iii) hereof plus any unpaid Basic Rent or Renewal Rent due on Rent
Payment Dates prior to (but not on) such date (including, without limitation,
any adjustments payable pursuant to SECTION 3(c) hereof)".

                                      -15-

<PAGE>

            (h) AMENDMENT OF SECTION 19. Section 19 of the Sublease is amended
by: (i) changing the words "EXHIBIT C" which appear in Section 19(a)(4) of the
Sublease to the words "EXHIBIT C-2 (as EXHIBIT C-2 shall be agreed upon by
Sublessor and Sublessee and incorporated in this Sublease at the time such
Renewal Term or Additional Renewal Term commences)"; and (ii) amending the last
(and un-lettered) paragraph of Section 19 of the Sublease to read in its
entirety as follows:

                  Upon payment to Sublessor 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 Sublessor, Head Lessor, Owner
      Participant and Indenture Trustee (if any) in connection with such
      purchase), Sublessor will (and will cause Head Lessor to) transfer to
      Sublessee all of Sublessor's and Head Lessor's right, title and interest
      in and to the Aircraft, in accordance with the provisions of SECTION 9(c).

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

      Upon payment to Sublessor 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 Sublessor, Head Lessor, Owner Participant
      and Indenture Trustee (if any) in connection with such purchase),
      Sublessor will (and will cause Head Lessor to) transfer to Sublessee all
      of Sublessor's and Head Lessor's right, title and interest in and to the
      Aircraft, in accordance with the provisions of SECTION 9(c).

            (j) 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: "Sublessee and Sublessor
shall keep EXHIBITS B, B-1, C-1, C-2 and D and ANNEX B to this Sublease and
the Sublease Tax Indemnification Agreement confidential and shall not disclose,
or cause to be disclosed, the same to any Person,".

            (k) AMENDMENT OF EXHIBIT B-1. Exhibit B-1 to the Sublease is
amended and restated to read in its entirety as set forth on Exhibit B-1 to this
Agreement.

            (l) AMENDMENTS TO ANNEX A. Annex A to the Sublease is amended as
follows:

                  (i) DELETIONS. The definitions of the terms "NET ECONOMIC
      RETURN" and "SUBLESSEE" contained in Annex A to the Sublease are deleted
      in their respective entireties.

                  (ii) CHANGES. The definitions of the terms "BASIC TERM
      EXPIRATION DATE", "EBO AMOUNT", "SUB-SUBLESSEE" and "TERMINATION VALUE"
      contained in Annex A to the Sublease are amended to read in their
      respective entireties as follows:

                                      -16-

<PAGE>

                        "BASIC TERM EXPIRATION DATE" means February 19, 2025, or
            such earlier date as the Sublease may be terminated in accordance
            with the provisions thereof.

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

                        "SUB-SUBLESSEE" means any Person who is (i) a Designated
            Manufacturer, or (ii) domiciled in a country listed in the last
            paragraph of SECTION 7(a)(3) of the Sublease as in effect from time
            to time and which is authorized to conduct commercial cargo airline
            operations and to operate under the Laws of such country or any
            other air carrier approved by Sublessor in writing, which approval
            shall not be unreasonably withheld.

                        "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), an
            amount equal to the difference between (a) the amount of the "Total
            Termination Payment" set forth on EXHIBIT C-1 to the Sublease
            opposite such Termination Value Date, and (b) the amount of the
            "Basic Rent Amount as of the Termination Date" set forth on EXHIBIT
            C-1 to the Sublease opposite such Termination Value Date, and (b) as
            of any date during the Renewal Term or the Additional Renewal Term,
            has the meaning specified in SECTION 19(a)(4) of the Sublease.

                  (iii) ADDITIONS. The following definitions of the terms
      "AGGREGATE DEFERRED AMOUNT", "AMENDMENT AGREEMENT", "CHAPTER 11 CASE",
      "CURRENT BASIC RENT", "DEFERRABLE BASIC RENT", "DEFERRAL PERIOD",
      "DEFERRAL PERIOD COMMENCEMENT DATE", "DEFERRAL PERIOD TERMINATION DATE",
      "DEFERRED BASIC RENT", "DEFERRED BASIC RENT PAYMENT DATE", "EFFECTIVE
      DATE", "EXCEPTED ENGINE", "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 "SUBLESSOR'S NET ECONOMIC RETURN" are added to Annex A to
      the Sublease in appropriate alphabetical order:

                        "AGGREGATE DEFERRED AMOUNT" has the meaning specified
            for such term in SECTION 3(b)(iii) of the Sublease.

                        "AMENDMENT AGREEMENT" means the Amendment Agreement (MSN
            30808), dated as of August 1, 2003, between Sublessor and Sublessee.

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

                        "CURRENT BASIC RENT" has the meaning specified for such
            term in SECTION 3(b)(ii) of the Sublease.

                                      -17-

<PAGE>

                        "DEFERRABLE BASIC RENT" has the meaning specified for
            such term in SECTION 3(b)(ii) of the Sublease.

                        "DEFERRAL PERIOD" has the meaning specified for such
            term in SECTION 3(b)(iv) of the Sublease.

                        "DEFERRAL PERIOD COMMENCEMENT DATE" has the meaning
            specified for such term in SECTION 3(b)(iv) of the Sublease.

                        "DEFERRAL PERIOD TERMINATION DATE" has the meaning
            specified for such term in SECTION 3(b)(iv) of the Sublease.

                        "DEFERRED BASIC RENT" has the meaning specified for such
            term in SECTION 3(b)(iii) of the Sublease.

                        "DEFERRED BASIC RENT PAYMENT DATE" has the meaning
            specified for such term in SECTION 3(b)(iv) of the Sublease.

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

                        "EXCEPTED ENGINE" means an Engine that, at any time at
            which the Airframe is grounded pursuant to SECTION 7(a)(i) of the
            Sublease, (i) is installed on an airframe other than the Airframe as
            permitted in accordance with the Sublease, (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 Sublessee as a
            spare engine consistent with airline industry practice in the United
            States.

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

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

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

                        "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 Sublessee 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 (ii) to which Sublessor
            and/or any of its Subsidiaries is a party or of which Sublessor
            and/or any of its Subsidiaries is a named or intended beneficiary
            (pursuant to a trust agreement or otherwise).

                                      -18-

<PAGE>

                       "OTHER AIRCRAFT LEASE" means a lease or a sublease of an
            aircraft (other than the Sublease), executed and delivered prior to,
            and unexpired and unterminated as of, April 11, 2003, and to which
            Sublessee or an Affiliate of Sublessee is a party as lessee or
            sublessee and Sublessor or an Affiliate of Sublessor 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 Sublessee or an Affiliate of Sublessee is a
            party and Sublessor or an Affiliate of Sublessor 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.

                        "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 30808)", between Sublessor and Sublessee.

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

                        "STORAGE PROGRAM" means, with respect to the Grounded
            Aircraft, a Grounded Engine or a Separately Grounded Engine, (a)
            Sublessee'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

                                      -19-

<PAGE>

            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 Sublessor in and with respect to
            the Aircraft), such storage program, after giving effect to such
            modification, is otherwise reasonably acceptable to Sublessor), 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 Sublease), (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 Sublessor.

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

                        "SUBLESSOR'S NET ECONOMIC RETURN" means Sublessor's
            after-tax yield (both through the EBO Date and the Basic Term
            Expiration Date), aggregate after-tax cash flow, one hundred percent
            (100%) of its periodic after-tax cash flow for the five (5) year
            period commencing on the date of the adjustment, in the aggregate,
            and at least 95% of its periodic after-tax cash flow during each
            such year, utilizing the multiple investment sinking fund method of
            analysis, computed on the basis of the same methodology and
            assumptions as were utilized by Sublessor in determining Basic Rent
            amounts, Termination Value amounts and EBO Amount as of the Delivery
            Date, as such assumptions are adjusted for events that have been the
            basis for adjustments to Basic Rent pursuant to SECTION 3(c) of the
            Sublease.

                                      -20-

<PAGE>

      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 SUBLESSOR. Sublessor shall have received
      the following (in each case, satisfactory in form and substance to
      Sublessor and its legal counsel):

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

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

                        (C) favorable opinions of (1) Cahill Gordon & Reindel
            LLP, special counsel for Sublessee and the other Sublessee Parties,
            (2) Warren & Sklar, California counsel for Sublessee, and (3) Crowe
            & Dunlevy, special FAA counsel for Sublessee, each dated the
            Effective Date, as to such matters relating to this Agreement, the
            Sublease, the Tax Indemnification Agreement and the Restructuring
            Letter Agreement and the transactions contemplated hereby and
            thereby, as Sublessor shall have reasonably requested; and

                        (D) payment in full (or evidence of payment in full) of
            all expenses of Sublessor and other sums required to be paid to (or
            for the account of) Sublessor 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 SUBLESSEE. Sublessee shall have received
      the following (in each case, satisfactory in form and substance to
      Sublessee and its legal counsel):

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

                        (B) favorable opinions of (1) Paul, Hastings, Janofsky
            & Walker LLP, special counsel for Sublessor, and (2) Christopher
            Beers, Esq., inside counsel for Sublessor, each dated the Effective
            Date, as to such matters relating to this Agreement, the Sublease,
            the Tax Indemnification Agreement and

                                      -21-

<PAGE>

            the Restructuring Letter Agreement and the transactions contemplated
            hereby and thereby, as Sublessee shall have reasonably requested.

            (b) WAIVER OR DEFERRAL OF CONDITIONS PRECEDENT.

                  (i) WAIVER OR DEFERRAL BY SUBLESSOR. The conditions specified
      in Sections 4(a)(i) and 4(a)(ii) are for the sole benefit of Sublessor and
      may be waived or deferred, in whole or in part and with or without
      condition, in any such case, in writing by Sublessor (acting in its sole
      discretion); PROVIDED, HOWEVER, that, in the absence of written notice by
      Sublessor to Sublessee 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 Sublessor of any such condition not satisfied at or
      prior to the time of such filing.

                  (ii) WAIVER OR DEFERRAL BY SUBLESSEE. The conditions specified
      in Section 4(a)(iii) are for the sole benefit of Sublessee and may be
      waived or deferred, in whole or in part and with or without condition, in
      any such case, in writing by Sublessee (acting in its sole discretion);
      PROVIDED, HOWEVER, that, in the absence of written notice by Sublessee to
      Sublessor 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 Sublessee of any such condition not satisfied at or prior to the
      time of such filing.

            (c) DELIVERY BY TELECOPY. Sublessor, Sublessee and (by its execution
      and delivery of its Sublessee Party Acknowledgment and Agreement) each
      other Sublessee Party agrees that delivery of an executed counterpart or
      an executed copy of any document, instrument or agreement required to be
      delivered pursuant to this Section 4(a) or 4(b) of this Agreement shall be
      equally as effective as delivery of an original executed counterpart or an
      original, as applicable, of such document, instrument or agreement. If
      Sublessor, Sublessee or any other Sublessee 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) SUBLESSEE REPRESENTATIONS AND WARRANTIES. Sublessee hereby
represents and warrants to Sublessor that as of the Effective Date:

                  (i) POWER AND AUTHORITY. Sublessee 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

                                      -22-

<PAGE>

      Sublessee; and Sublessee has all requisite power and authority to execute
      and deliver this Agreement, the Restructuring Letter Agreement and the Tax
      Indemnification Agreement Amendment and to perform its obligations under
      this Agreement, the Restructuring Letter Agreement, the Sublease and the
      Tax Indemnification Agreement.

                  (ii) DUE AUTHORIZATION; NO VIOLATION. The execution and
      delivery by Sublessee of this Agreement, the Restructuring Letter
      Agreement and the Tax Indemnification Agreement Amendment and the
      performance by Sublessee of this Agreement, the Restructuring Letter
      Agreement, the Sublease and the Tax Indemnification 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 Sublessee or any law or any regulation, order, writ,
      injunction or decree of any Governmental Entity applicable to Sublessee 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 Sublessee
      pursuant to, or result in the creation or imposition of any Lien upon the
      Aircraft (other than as permitted under the Sublease) or any of the assets
      of Sublessee pursuant to the terms of, any mortgage, indenture, agreement
      or instrument to which Sublessee 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
      Sublessee.

                  (iii) GOVERNMENTAL APPROVALS. The execution and delivery by
      Sublessee of this Agreement, the Restructuring Letter Agreement and the
      Tax Indemnification Agreement Amendment and the performance by Sublessee
      of its obligations under this Agreement, the Restructuring Letter
      Agreement, the Sublease and the Tax Indemnification 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 Sublessee.

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

                  (v) NO DEFAULT. After giving effect to the waiver by Sublessor
      of the Specified Payment Default pursuant to and as described in this
      Agreement, no event has occurred and is continuing, or would result from
      the effectiveness of this Agreement, the Restructuring Letter Agreement,
      or the Tax Indemnification Agreement Amendment,

                                      -23-

<PAGE>

      which constitutes a Sublease Default or Sublease Event of Default under
      and as defined in the Sublease.

            (b) SUBLESSOR REPRESENTATIONS AND WARRANTIES. Sublessor hereby
represents and warrants to Sublessee that as of the Effective Date:

                  (i) POWER AND AUTHORITY. Sublessor 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
      Sublessor; and Sublessor has all requisite power and authority to execute
      and deliver this Agreement, the Restructuring Letter Agreement and the Tax
      Indemnification Agreement Amendment and to perform its obligations under
      this Agreement, the Restructuring Letter Agreement, the Sublease and the
      Tax Indemnification Agreement.

                  (ii) DUE AUTHORIZATION; NO VIOLATION. The execution and
      delivery by Sublessor of this Agreement, the Restructuring Letter
      Agreement and the Tax Indemnification Agreement Amendment and the
      performance by Sublessor of this Agreement, the Restructuring Letter
      Agreement, the Sublease and the Tax Indemnification 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 Sublessor or any law or any regulation, order, writ, injunction or
      decree of any Governmental Entity applicable to Sublessor 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 Sublessor pursuant to,
      or result in the creation or imposition of any Lien upon the Aircraft
      (other than as permitted under the Sublease) or any of the assets of
      Sublessor pursuant to the terms of, any mortgage, indenture, agreement or
      instrument to which Sublessor 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 Sublessor.

                  (iii) GOVERNMENTAL APPROVALS. The execution and delivery by
      Sublessor of this Agreement, the Restructuring Letter Agreement and the
      Tax Indemnification Agreement Amendment and the performance by Sublessor
      of its obligations under this Agreement, the Restructuring Letter
      Agreement, the Sublease and the Tax Indemnification 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 Sublessor.

                  (iv) ENFORCEABILITY. Assuming the due authorization, execution
      and delivery thereof by Sublessee, this Agreement, the Restructuring
      Letter Agreement, the Sublease and the Tax Indemnification Agreement
      constitute legal, valid and binding

                                      -24-

<PAGE>

      obligations of Sublessor, enforceable against Sublessor 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 SUBLEASE EVENTS OF DEFAULT.
      Sublessor has no actual knowledge (as of the Effective Date) of any
      Sublease Default or Sublease Event of Default under and as defined in the
      Sublease (it being expressly acknowledged and agreed by Sublessee 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
      Sublessor's rights and remedies referred to in Section 8 of this
      Agreement).

      SECTION 6. EFFECT OF THIS AGREEMENT. Except as specifically amended
hereby, the Sublease 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 Sublessor or Sublessee, to the Sublease shall mean the Sublease, as amended
by this Agreement.

      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 Sublease. Sublessor, Sublessee and
(by its execution and delivery of its Sublessee Party Acknowledgment and
Agreement) each other Sublessee 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). Sublessor, Sublessee and
(by its execution and delivery of its Sublessee Party Acknowledgment and
Agreement) each other Sublessee Party further acknowledge and agree that GECAS
has fully performed all obligations to be performed by GECAS under the Term
Sheet (including, without limitation, Section 5 thereof) and the Other Term
Sheet.

      SECTION 8. RESERVATION OF RIGHTS. Except as expressly provided in this
Agreement, nothing in this Agreement shall be construed as a present or future
waiver of existing or future Sublease Events of Default under and as defined in
the Sublease, or of any rights or remedies of Sublessor under the Sublease 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 Sublessor to exercise
rights or remedies, whether against Sublessee or any Affiliate of Sublessee or
any of its officers or directors or any other Person, available under the
Sublease or at law or in equity by reason or in respect of any facts,
circumstances or events pertaining to Sublessee or any of its Affiliates
(regardless of whether any of such facts, circumstances or events has heretofore
been

                                      -25-

<PAGE>

disclosed by or on behalf of Sublessee or any of its Affiliates or has
heretofore been or is now otherwise in the public domain and regardless of
whether Sublessor 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 Sublessee 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
Sublessee or any of its Affiliates under the Sublease 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 Exhibit B-1
to this Agreement and in a footnote to the analogous 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 Sublessor and Sublessee 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 Indemnification
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 Indemnification Agreement Amendment and each of the
Operative Documents in which time is a factor. Amounts not paid by Sublessee
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 Date pursuant hereto; and
the agreements contained in Sections 2(d), 2(e), 7 and 8 of this Agreement shall
survive termination of the Sublease.

      SECTION 12. JURISDICTION. Sublessor and Sublessee 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 Sublessor, Sublessee, 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

                                      -26-

<PAGE>

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 Sublessor and
Sublessee. 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, Sublessor and Sublessee 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 Indemnification 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]

                                     -27-

<PAGE>

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

                                       GENERAL ELECTRIC CAPITAL CORPORATION,
                                       as Sublessor

                                       By  /s/ Norman Liu
                                          -----------------------------
                                          Name:  Norman Liu
                                          Title: Vice President

                                       POLAR AIR CARGO, INC.,
                                       as Sublessee

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

               [Signature Page to Amendment Agreement (MSN 30808)]

<PAGE>

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

                                       GENERAL ELECTRIC CAPITAL CORPORATION,
                                       as Sublessor

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

                                       POLAR AIR CARGO, INC.,
                                       as Sublessee

                                       By /s/ Scott J. Dolan
                                          ----------------------------------
                                          Name:   Scott J. Dolan
                                          Title:  Vice President Operations

              [Signature Page to Amendment Agreement (MSN 30808)]



<PAGE>

                           SCHEDULE TO EXHIBIT 10.9.1

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
   NUMBER      SERIAL NUMBER(S)   SUBLESSEE               SUBLESSOR             AGREEMENT
-----------------------------------------------------------------------------------------------------------------
<S>            <C>                <C>                     <C>                   <C>
N451PA         30809              Polar Air Cargo, Inc.   General Electric      Amendment Agreement, dated August
                                                          Capital Corporation   1, 2003, between General Electric
                                                                                Capital Corporation, as Sublessor
                                                                                and Polar Air Cargo, Inc. as
                                                                                Sublessee in respect of Sublease
                                                                                dated October 24, 2001, with
                                                                                respect to Aircraft N451PA
-----------------------------------------------------------------------------------------------------------------
N452PA         30810              Polar Air Cargo, Inc.   General Electric      Amendment Agreement, dated August
                                                          Capital Corporation   1, 2003, between General Electric
                                                                                Capital Corporation, as Sublessor
                                                                                and Polar Air Cargo, Inc. as
                                                                                Sublessee in respect of Sublease
                                                                                dated October 24, 2001, with
                                                                                respect to Aircraft N452PA
-----------------------------------------------------------------------------------------------------------------
N453PA         30811              Polar Air Cargo, Inc.   General Electric      Amendment Agreement, dated August
                                                          Capital Corporation   1, 2003, between General Electric
                                                                                Capital Corporation, as Sublessor
                                                                                and Polar Air Cargo, Inc. as
                                                                                Sublessee in respect of Sublease
                                                                                dated October 24, 2001, with
                                                                                respect to Aircraft N453PA
-----------------------------------------------------------------------------------------------------------------
</TABLE>

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