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                                                                  EXHIBIT 10.160

                                HOLDINGS GUARANTY

                  This HOLDINGS GUARANTY is entered into as of October 31, 2001
by Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the "GUARANTOR"),
in favor of and for the benefit of Bankers Trust Company, as agent for and
representative of (in such capacity herein called "GUARANTIED PARTY") the
financial institutions ("LENDERS") party to the Credit Agreement referred to
below, and for the benefit of the other Beneficiaries (as hereinafter defined).

                                    RECITALS.

         A. Atlas Air, Inc., a Delaware corporation ("COMPANY"), has entered
into that certain Fourth Amended and Restated Credit Agreement dated as of April
25, 2000 with Lenders and Guarantied Party, as Administrative Agent for Lenders
(said Credit Agreement, as amended to date and as it may hereafter be further
amended, supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT"; capitalized terms defined therein and not otherwise defined herein
being used herein as therein defined).

         B. Guarantied Party and Lenders are sometimes referred to herein as
"BENEFICIARIES".

         C. Company is a wholly owned Subsidiary of Guarantor and thus the
Guarantied Obligations (as hereinafter defined) are being incurred for and will
inure to the benefit of Guarantor (which benefits are hereby acknowledged).

         D. It is a condition precedent to the Third Amendment to the Credit
Agreement dated as of October 31, 2001 (the "THIRD AMENDMENT") that Company's
obligations thereunder be guarantied by Guarantor.

         E. Guarantor is willing irrevocably and unconditionally to guaranty
such obligations of Company.

            1. GUARANTY. In order to induce Lenders to enter into the Third
Amendment and to continue to extend credit to Company pursuant to the Credit
Agreement, Guarantor irrevocably and unconditionally guaranties, as primary
obligor and not merely as surety, the due and punctual payment in full of all
Guarantied Obligations (as hereinafter defined) when the same shall become due,
whether at stated maturity, by acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)). The term
"GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense and
includes any and all Obligations of Company now or hereafter made, incurred or
created, whether absolute or contingent, liquidated or unliquidated, whether due
or not due, and however arising under or in connection with the Credit
Agreement, this Guaranty and the other Loan Documents, including those arising
under successive borrowing transactions under the Credit Agreement which shall
either continue the Obligations of Company or from time to time renew them after
they have been satisfied.

            Any interest on any portion of the Guarantied Obligations that
accrues after the commencement of any proceeding, voluntary or involuntary,
involving the bankruptcy,

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insolvency, receivership, reorganization, liquidation or arrangement of Company
(or, if interest on any portion of the Guarantied Obligations ceases to accrue
by operation of law by reason of the commencement of said proceeding, such
interest as would have accrued on such portion of the Guarantied Obligations if
said proceeding had not been commenced) shall be included in the Guarantied
Obligations because it is the intention of Guarantor and Guarantied Party that
the Guarantied Obligations should be determined without regard to any rule of
law or order that may relieve Company of any portion of such Guarantied
Obligations.

            In the event that all or any portion of the Guarantied Obligations
is paid by Company, the obligations of Guarantor hereunder shall continue and
remain in full force and effect or be reinstated, as the case may be, in the
event that all or any part of such payment(s) is rescinded or recovered directly
or indirectly from Guarantied Party or any other Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments that are so rescinded or
recovered shall constitute Guarantied Obligations.

            Subject to the other provisions of this Section 1, upon failure of
Company to pay any of the Guarantied Obligations when and as the same shall
become due, Guarantor will upon demand pay, or cause to be paid, in cash, to
Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to
the aggregate of the unpaid Guarantied Obligations.

            2. GUARANTY ABSOLUTE; CONTINUING GUARANTY. The obligations of
Guarantor hereunder are irrevocable, absolute, independent and unconditional and
shall not be affected by any circumstance which constitutes a legal or equitable
discharge of a guarantor or surety other than payment in full of the Guarantied
Obligations. In furtherance of the foregoing and without limiting the generality
thereof, Guarantor agrees that: (a) this Guaranty is a guaranty of payment when
due and not of collectibility; (b) Guarantied Party may enforce this Guaranty
upon the occurrence of an Event of Default under the Credit Agreement
notwithstanding the existence of any dispute between Company and any Beneficiary
with respect to the existence of such event; (c) the obligations of Guarantor
hereunder are independent of the obligations of Company under the Loan Documents
and the obligations of any other guarantor of the obligations of Company under
the Loan Documents and a separate action or actions may be brought and
prosecuted against Guarantor whether or not any action is brought against
Company or any of such other guarantors and whether or not Company is joined in
any such action or actions; and (d) Guarantor's payment of a portion, but not
all, of the Guarantied Obligations shall in no way limit, affect, modify or
abridge Guarantor's liability for any portion of the Guarantied Obligations that
has not been paid. This Guaranty is a continuing guaranty and shall be binding
upon Guarantor and its successors and assigns, and Guarantor irrevocably waives
any right to revoke this Guaranty as to future transactions giving rise to any
Guarantied Obligations.

            3. ACTIONS BY BENEFICIARIES. Any Beneficiary may from time to time,
without notice or demand and without affecting the validity or enforceability of
this Guaranty or giving rise to any limitation, impairment or discharge of
Guarantor's liability hereunder, (a) renew, extend, accelerate or otherwise
change the time, place, manner or terms of payment of the Guarantied Obligations
as permitted under the Credit Agreement or any of the Loan Documents or any
other agreement or instrument evidencing any Guarantied Obligation, (b) settle,
compromise, release or discharge, or accept or refuse any offer of performance
with respect to, or substitutions for, the Guarantied Obligations or any
agreement relating thereto and/or


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subordinate the payment of the same to the payment of any other obligations, (c)
request and accept other guaranties of the Guarantied Obligations and take and
hold security for the payment of this Guaranty or the Guarantied Obligations,
(d) release, exchange, compromise, subordinate or modify, with or without
consideration, any security for payment of the Guarantied Obligations, any other
guaranties of the Guarantied Obligations, or any other obligation of any Person
with respect to the Guarantied Obligations, (e) enforce and apply any security
now or hereafter held by or for the benefit of any Beneficiary in respect of
this Guaranty or the Guarantied Obligations and direct the order or manner of
sale thereof, or exercise any other right or remedy that Guarantied Party or the
other Beneficiaries, or any of them, may have against any such security, as
Guarantied Party in its discretion may determine consistent with the Credit
Agreement, and any applicable security agreement, including foreclosure on any
such security pursuant to one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable, and (f) exercise
any other rights available to Guarantied Party or the other Beneficiaries, or
any of them, under the Loan Documents.

            4. NO DISCHARGE. This Guaranty and the obligations of Guarantor
hereunder shall be valid and enforceable and shall not be subject to any
limitation, impairment or discharge for any reason (other than payment in full
of the Guarantied Obligations), including without limitation the occurrence of
any of the following, whether or not Guarantor shall have had notice or
knowledge of any of them: (a) any failure to assert or enforce or agreement not
to assert or enforce, or the stay or enjoining, by order of court, by operation
of law or otherwise, of the exercise or enforcement of, any claim or demand or
any right, power or remedy with respect to the Guarantied Obligations or any
agreement relating thereto, or with respect to any other guaranty of or security
for the payment of the Guarantied Obligations, (b) any waiver or modification
of, or any consent to departure from, any of the terms or provisions of the
Credit Agreement, any of the other Loan Documents or any agreement or instrument
executed pursuant thereto, or of any other guaranty or security for the
Guarantied Obligations, (c) the Guarantied Obligations, or any agreement
relating thereto, at any time being found to be illegal, invalid or
unenforceable in any respect, (d) the application of payments received from any
source to the payment of indebtedness other than the Guarantied Obligations,
even though Guarantied Party or the other Beneficiaries, or any of them, might
have elected to apply such payment to any part or all of the Guarantied
Obligations, (e) any failure to perfect or continue perfection of a security
interest in any collateral which secures any of the Guarantied Obligations, (f)
any defenses, set-offs or counterclaims which Company may assert against
Guarantied Party or any Beneficiary in respect of the Guarantied Obligations,
including but not limited to failure of consideration, breach of warranty,
payment, statute of frauds, statute of limitations, accord and satisfaction and
usury, and (g) any other act or thing or omission, or delay to do any other act
or thing, which may or might in any manner or to any extent vary the risk of
Guarantor as an obligor in respect of the Guarantied Obligations.

            5. WAIVERS. Guarantor waives, for the benefit of Beneficiaries: (a)
any right to require Guarantied Party or the other Beneficiaries, as a condition
of payment or performance by Guarantor, to (i) proceed against Company, any
other guarantor of the Guarantied Obligations or any other Person, (ii) proceed
against or exhaust any security held from Company, any other guarantor of the
Guarantied Obligations or any other Person, (iii) proceed against or have resort
to any balance of any deposit account or credit on the books of any Beneficiary
in favor of Company or any other Person, or (iv) pursue any other remedy in the
power of any Beneficiary;

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(b) any defense arising by reason of the incapacity, lack of authority or any
disability or other defense of Company including, without limitation, any
defense based on or arising out of the lack of validity or the unenforceability
of the Guarantied Obligations or any agreement or instrument relating thereto or
by reason of the cessation of the liability of Company from any cause other than
payment in full of the Guarantied Obligations; (c) any defense based upon
Guarantied Party's or any other Beneficiary's errors or omissions in the
administration of the Guarantied Obligations, except behavior that amounts to
bad faith; (d) (i) any principles or provisions of law, statutory or otherwise,
that are or might be in conflict with the terms of this Guaranty and any legal
or equitable discharge of Guarantor's obligations hereunder, (ii) the benefit of
any statute of limitations affecting Guarantor's liability hereunder or the
enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims,
and (iv) promptness, diligence and any requirement that any Beneficiary protect,
secure, perfect or insure any Lien or any property subject thereto; (e) notices,
demands, presentments, protests, notices of protest, notices of dishonor and
notices of any action or inaction, including acceptance of this Guaranty,
notices of default under the Credit Agreement or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the
Guarantied Obligations or any agreement related thereto, notices of any
extension of credit to Company and notices of any of the matters referred to in
Sections 3 and 4 and any right to consent to any thereof; and (f) to the fullest
extent permitted by law, any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of this Guaranty.

            6. GUARANTOR'S RIGHTS OF SUBROGATION, CONTRIBUTION, ETC.;
SUBORDINATION OF OTHER OBLIGATIONS. Guarantor waives any claim, right or remedy,
direct or indirect, that Guarantor now has or may hereafter have against Company
or any of its assets in connection with this Guaranty or the performance by
Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute, under common law or
otherwise and including without limitation (a) any right of subrogation,
reimbursement or indemnification that Guarantor now has or may hereafter have
against Company, (b) any right to enforce, or to participate in, any claim,
right or remedy that any Beneficiary now has or may hereafter have against
Company, and (c) any benefit of, and any right to participate in, any collateral
or security now or hereafter held by any Beneficiary. In addition, until the
Guarantied Obligations shall have been paid in full and the Commitments shall
have terminated, Guarantor shall withhold exercise of any right of contribution
Guarantor may have against any other guarantor of any of the Guarantied
Obligations. Guarantor further agrees that, to the extent the waiver or
agreement to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification Guarantor may have against Company
or against any collateral or security, and any rights of contribution Guarantor
may have against any such other guarantor, shall be junior and subordinate to
any rights Guarantied Party or the other Beneficiaries may have against Company,
to all right, title and interest Guarantied Party or the other Beneficiaries may
have in any such collateral or security, and to any right Guarantied Party or
the other Beneficiaries may have against such other guarantor.

            Any indebtedness of Company now or hereafter held by Guarantor is
subordinated in right of payment to the Guarantied Obligations, and any such
indebtedness of

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Company to Guarantor collected or received by Guarantor after an Event of
Default has occurred and is continuing, and any amount paid to Guarantor on
account of any subrogation, reimbursement, indemnification or contribution
rights referred to in the preceding paragraph when all Guarantied Obligations
have not been paid in full, shall be held in trust for Guarantied Party on
behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for
the benefit of Beneficiaries to be credited and applied against the Guarantied
Obligations.

            7. EXPENSES. Guarantor agrees to pay, or cause to be paid, on
demand, and to save Guarantied Party and the other Beneficiaries harmless
against liability for, (i) any and all costs and expenses (including reasonable
fees, costs of settlement and disbursements of counsel and allocated costs of
internal counsel) incurred or expended by Guarantied Party or any other
Beneficiary in connection with the enforcement of or preservation of any rights
under this Guaranty and (ii) any and all costs and expenses (including those
arising from rights of indemnification) required to be paid by Guarantor under
the provisions of any other Loan Document.

            8. FINANCIAL CONDITION OF COMPANY. No Beneficiary shall have any
obligation, and Guarantor waives any duty on the part of any Beneficiary, to
disclose or discuss with Guarantor its assessment, or Guarantor's assessment, of
the financial condition of Company or any matter or fact relating to the
business, operations or condition of Company. Guarantor has adequate means to
obtain information from Company on a continuing basis concerning the financial
condition of Company and its ability to perform its obligations under the Loan
Documents, and Guarantor assumes the responsibility for being and keeping
informed of the financial condition of Company and of all circumstances bearing
upon the risk of nonpayment of the Guarantied Obligations.

            9. FINANCIAL STATEMENTS AND REPORTS.

                  (a)  The Guarantor agrees that, beginning with its
         quarterly report for the fiscal quarter ending September 30, 2001, it
         shall provide each Beneficiary with copies of the Guarantor's quarterly
         and annual financial statements for each fiscal quarter as soon as
         available and in any event within 45 days after the end of the relevant
         fiscal quarter and for each fiscal year within 90 days after the end of
         the relevant fiscal year. All such financial statements shall be
         prepared in accordance with GAAP and the annual financial statements
         shall be audited by an independent firm of certified public accountants
         of recognized  national standing selected by the Guarantor and
         satisfactory to the Company and the Guarantied Party, and shall be
         accompanied by an unqualified report of such accounting firm, which
         report shall express no doubts about the ability of the Guarantor and
         its Subsidiaries to continue as a going concern, and shall state that
         such consolidated financial statements fairly present the consolidated
         financial position of the Guarantor and its Subsidiaries as at the
         dates indicated and the results of their operations and their cash
         flows for the periods indicated in conformity with GAAP applied on a
         basis consistent with prior years (except as otherwise disclosed in
         such financial statements) and that the examination by such accountants
         in connection with such consolidated financial statements has been made
         in accordance with generally accepted auditing standards.

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                  (b)  The Guarantor shall provide each Beneficiary with
         copies of any interim financial statements that it may prepare for
         public dissemination from time to time (it being understood that the
         Guarantor shall have no obligation hereunder to prepare any such
         interim financial statements for public dissemination) simultaneously
         with the dissemination thereof.

                  (c) Within 15 days after receipt by the Guarantor of a notice
         of request therefor from the Company, the Guarantied Party, or the
         Requisite Lenders, the Guarantor shall provide such explanations or
         related additional information as any Beneficiary may reasonably
         request with respect to any financial statement provided pursuant to
         Section 9(a) or (b) above.

            10. INSPECTION. The Guarantor will permit each Beneficiary (or such
Person as such Beneficiary may designate), upon reasonable notice and at a
mutually convenient time and, so long as no Event of Default has occurred and is
continuing, at such Beneficiary's expense, to visit the headquarters of the
Guarantor in order to discuss with the relevant officers of the Guarantor the
financial affairs and condition of the Guarantor or of any Subsidiary thereof,
to the extent related to the performance of (or ability to perform) its
obligations under this Guaranty; provided, that, unless an Event of Default
shall have occurred and be continuing, such actions may not unreasonably
interfere with the business and operations of the Guarantor or any Subsidiary.

            11. GE CAPITAL LOANS. The Guarantor will ensure that no default or
event of default (or the equivalent thereof) under any of the credit documents
entered into or to be entered into in connection with the GE Capital Loans (as
defined in the Third Amendment) occurs or continues. The Guarantor will notify
the Company, the Guarantied Party, and each of the Lenders immediately (i) upon
the occurrence of any default or event of default (or the equivalent thereof) or
other breach under any of such credit documents, (ii) upon any notice given by
any party to such credit documents of the existence of any such default or event
of default (or the equivalent thereof) or other breach, regardless of whether
such default or event of default (or the equivalent thereof) or other breach
shall have actually occurred, and (iii) upon the occurrence of any other event
or omission that could reasonably be construed as a default or event of default
(or the equivalent thereof) under, or as a breach of, any of such credit
documents.

            12. REPRESENTATIONS AND WARRANTIES. Guarantor makes, for the benefit
of Beneficiaries, each of the representations and warranties made in the Credit
Agreement by Company as to Guarantor, its assets, financial condition,
operations, organization, legal status, business and the Loan Documents to which
it is a party.

            13. COVENANTS. Guarantor agrees that, so long as any part of the
Guarantied Obligations shall remain unpaid or any Lender shall have any
Commitment, Guarantor will, unless Requisite Lenders shall otherwise consent in
writing, perform or observe, all of the terms, covenants and agreements that the
Loan Documents state that Company is to cause Guarantor to perform or observe.
In addition to the foregoing, Guarantor agrees that it shall not take any action
or fail to take any action that would cause an Event of Default or a Potential
Event of Default under any of the Loan Documents.

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            14. SET OFF. In addition to any other rights any Beneficiary may
have under law or in equity, if any amount shall at any time be due and owing by
Guarantor to any Beneficiary under this Guaranty, such Beneficiary is authorized
at any time or from time to time, without notice (any such notice being
expressly waived), to set off and to appropriate and to apply any and all
deposits (general or special, including but not limited to indebtedness evidence
by certificates of deposit, whether matured or unmatured) and any other
indebtedness of such Beneficiary owing to Guarantor and any other property of
Guarantor held by a Beneficiary to or for the credit or the account of Guarantor
against and on account of the Guarantied Obligations and liabilities of
Guarantor to any Beneficiary under this Guaranty.

            15. AMENDMENTS AND WAIVERS; ASSIGNMENT. No amendment, modification,
termination or waiver of any provision of this Guaranty, and no consent to any
departure by Guarantor therefrom, shall in any event be effective without the
written concurrence of Guarantied Party and, in the case of any such amendment
or modification, Guarantor. Any such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given.
Except as expressly permitted herein, the Guarantor agrees that it shall not
assign any of its rights or obligations hereunder without the prior written
consent of the Company, the Guarantied Party, and the Requisite Lenders

            16. MISCELLANEOUS. It is not necessary for Beneficiaries to inquire
into the capacity or powers of Guarantor or Company or the officers, directors
or any agents acting or purporting to act on behalf of any of them.

            The rights, powers and remedies given to Beneficiaries by this
Guaranty are cumulative and shall be in addition to and independent of all
rights, powers and remedies given to Beneficiaries by virtue of any statute or
rule of law or in any of the Loan Documents or any agreement between Guarantor
and one or more Beneficiaries or between Company and one or more Beneficiaries.
Any forbearance or failure to exercise, and any delay by any Beneficiary in
exercising, any right, power or remedy hereunder shall not impair any such
right, power or remedy or be construed to be a waiver thereof, nor shall it
preclude the further exercise of any such right, power or remedy.

            In case any provision in or obligation under this Guaranty shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

            THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR,
GUARANTIED PARTY AND THE OTHER BENEFICIARIES HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.

            This Guaranty shall inure to the benefit of Beneficiaries and their
respective successors and assigns.

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            ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST GUARANTOR ARISING OUT OF OR
RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY
OF THIS GUARANTY GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
GUARANTY. Guarantor agrees that service of all process in any such proceeding in
any such court may be made by registered or certified mail, return receipt
requested, to Guarantor at its address set forth below its signature hereto,
such service being acknowledged by Guarantor to be sufficient for personal
jurisdiction in any action against Guarantor in any such court and to be
otherwise effective and binding service in every respect. Nothing herein shall
affect the right to serve process in any other manner permitted by law or shall
limit the right of Guarantied Party or any Beneficiary to bring proceedings
against Guarantor in the courts of any other jurisdiction.

            GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, GUARANTIED
PARTY EACH AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty claims
and all other common law and statutory claims. Guarantor and, by its acceptance
of the benefits hereof, Guarantied Party each (i) acknowledges that this waiver
is a material inducement for Guarantor and Guarantied Party to enter into a
business relationship, that Guarantor and Guarantied Party have already relied
on this waiver in entering into this Guaranty or accepting the benefits thereof,
as the case may be, and that each will continue to rely on this waiver in their
related future dealings, and (ii) further warrants and represents that each has
reviewed this waiver with its legal counsel and that each knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS GUARANTY. In the event of
litigation, this Guaranty may be filed as a written consent to a trial by the
court.

            17. COUNTERPARTS. This Guaranty may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original for
all purposes; but all such counterparts together shall constitute but one and
the same instrument.

            18. GUARANTIED PARTY AS AGENT.

                  (a) Guarantied Party has been appointed to act as Guarantied
Party hereunder by Lenders. Guarantied Party shall be obligated, and shall have
the right hereunder, to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or

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refrain from taking any action, solely in accordance with this Guaranty and the
Credit Agreement.

                  (b) Guarantied Party shall at all times be the same Person
that is Administrative Agent under the Credit Agreement. Written notice of
resignation by Administrative Agent pursuant to subsection 8.6 of the Credit
Agreement shall also constitute notice of resignation as Guarantied Party under
this Guaranty, and appointment of a successor Administrative Agent pursuant to
subsection 8.6 of the Credit Agreement shall also constitute appointment of a
successor Guarantied Party under this Guaranty. Upon the acceptance of any
appointment as Administrative Agent under subsection 8.6 of the Credit Agreement
by a successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to become vested with all the rights, powers, privileges and
duties of the retiring Guarantied Party under this Guaranty, and the retiring
Guarantied Party under this Guaranty shall promptly (i) transfer to such
successor Guarantied Party all sums held hereunder, together with all records
and other documents necessary or appropriate in connection with the performance
of the duties of the successor Guarantied Party under this Guaranty, and (ii)
take such other actions as may be necessary or appropriate in connection with
the assignment to such successor Guarantied Party of the rights created
hereunder, whereupon such retiring Guarantied Party shall be discharged from its
duties and obligations under this Guaranty. After any retiring Guarantied
Party's resignation hereunder as Guarantied Party, the provisions of this
Guaranty shall inure to its benefits as to any actions taken or omitted to be
taken by it under this Guaranty while it was Guarantied Party hereunder.

                  [Remainder of page intentionally left blank]



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                  IN WITNESS WHEREOF, Guarantor and, solely for purposes of the
waiver of the right to jury trial contained in Section 16, Guarantied Party have
caused this Guaranty to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.

                                             ATLAS AIR WORLDWIDE HOLDINGS, INC.

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

                                             Notice Address:

                                             2000 Westchester Avenue
                                             Purchase, NY 10577
                                             Attention:


                                             BANKERS TRUST COMPANY

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

                                             Notice Address:

                                             130 Liberty Street
                                             New York, NY 10006
                                             Attention:  Marguerite Sutton