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                                                                  EXHIBIT 10.166


                               [FORM OF GUARANTY]

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                                    GUARANTY
                                   ([N5___MC])



                          Dated as of October 30, 2001



                                    given by



                       ATLAS AIR WORLDWIDE HOLDINGS, INC.



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                                TABLE OF CONTENTS

<Table>
<Caption>
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<S>                                                                                                             <C>
SECTION 1.  GUARANTY..............................................................................................1

SECTION 2.  GENERAL PROVISIONS RELATING TO THE GUARANTY...........................................................2

SECTION 3.  COVENANTS OF GUARANTOR................................................................................6
         (a)  No Assignment by Guarantor..........................................................................6
         (b)  Default Under Loan Documents........................................................................6
         (c)  Financial Statements and Reports....................................................................6
         (d)  Inspection..........................................................................................7
         (e)  GE Capital Loans....................................................................................7

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF GUARANTOR...........................................................7

SECTION 5.  MISCELLANEOUS.........................................................................................7
         (a)  Waivers; Cumulative Effect..........................................................................7
         (b)  Amendments; Waivers.................................................................................8
         (c)  Severability........................................................................................8
         (d)  Counterparts........................................................................................8
         (e)  Notices.............................................................................................8
         (f)  Headings, References................................................................................8
         (g)  Governing Law.......................................................................................8
         (h)  Benefit and Binding Effect..........................................................................8
         (i)  Service of Process; Jurisdiction and Waiver.........................................................8

Annex A - Address for Notices to Guarantor

Schedule I - Description of Lease Agreement
</Table>


                                      (i)
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                                    GUARANTY

                  GUARANTY (this "Guaranty") dated as of October 30, 2001, is
given by Atlas Air Worldwide Holdings, Inc. (the "Guarantor"), a Delaware
corporation, with respect to each and every obligation of the Lessee under the
Lease Agreement, dated as of April 25, 2000, and more particularly described on
Schedule I hereto (as amended and supplemented through the date hereof, and as
amended, modified, or supplemented from time to time hereafter, the "Lease
Agreement") and the other Loan Documents, and is given to and for the benefit of
the Lessor, the Agent, and the Lenders (collectively, the "Guaranteed
Beneficiaries" and individually, a "Guaranteed Beneficiary"). All capitalized
terms used herein shall, unless otherwise defined herein, have the respective
meanings set forth in the Lease Agreement.

                                   WITNESSETH:

                  WHEREAS, as of the date hereof the Guarantor owns 100% of the
issued and outstanding capital stock of the Lessee;

                  WHEREAS, it is a condition precedent to the effectiveness of
that certain Amendment No. 2 to Lease Agreement (the "Lease Amendment"), dated
as of the date hereof, between the Lessor and the Lessee, that the Guarantor
guarantee the obligations of the Lessee under the Lease Agreement and the other
Loan Documents in favor of the Guaranteed Beneficiaries;

                  WHEREAS, it is a condition precedent to the effectiveness of
that certain Consent No. 4 to Credit Agreement (the "Consent"), dated as of the
date hereof, among the Lessor (in its capacity as Borrower under the Credit
Agreement), the lenders party thereto, and the Agent, that the Guarantor
guarantee the obligations of the Lessee under the Lease Agreement and the other
Loan Documents in favor of the Guaranteed Beneficiaries;

                  WHEREAS, the Guarantor is entering into this Guaranty in order
to induce the Lessor to enter into the Lease Amendment and to enter into a
similar amendment to each Lease other than the Lease Agreement; and

                  WHEREAS, the Guarantor is entering into this Guaranty in order
to induce the Agent and each Lender to enter into the Consent;

                  NOW, THEREFORE, the Guarantor hereby agrees on behalf of and
for the benefit of the Guaranteed Beneficiaries as follows:

                  SECTION 1. GUARANTY. The Guarantor does hereby unconditionally
and irrevocably guarantee, as primary obligor and not merely as surety, the
following (such obligations being the "Guaranteed Obligations"):

                  (a) to each Guaranteed Beneficiary, the full and prompt
         payment when, where and as due, of each and every payment obligation of
         the Lessee to each such Guaranteed


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         Beneficiary under the Lease Agreement and each other Loan Document,
         including, without limitation, Rent; and

                  (b) to each Guaranteed Beneficiary entitled thereto under the
         terms of any Loan Document, the full and timely performance and
         observance by the Lessee of each and all other covenants and agreements
         not described in clause (a) above required to be performed or observed
         by the Lessee under such Loan Document.

                  Without limiting the generality of the foregoing, the
Guarantor's liability hereunder shall extend to all obligations that constitute
part of the Guaranteed Obligations and would be owed by the Lessee under the
Loan Documents but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, suspension of payments, reorganization or
similar proceeding involving the Lessee.

                  SECTION 2. GENERAL PROVISIONS RELATING TO THE GUARANTY.

                  (a) Each and every default in any payment or performance of
any obligation of the Lessee under any Loan Document to which the Lessee is a
party shall give rise to a separate claim and cause of action hereunder to the
extent that each such default by the Lessee would give rise to a separate claim
or cause of action under the applicable Loan Document, and separate claims or
suits may be made and brought, as the case may be, hereunder as each such
default occurs.

                  (b) This Guaranty shall be a continuing, absolute, irrevocable
and unconditional guaranty of payment and performance and not of collection and
shall remain in full force and effect until each and all of the obligations of
the Lessee guaranteed hereunder shall have been fully and indefeasibly
discharged or performed in accordance with the terms and provisions of the Loan
Documents (and no longer subject to recoupment, preference claims or clawback
under applicable bankruptcy, insolvency or similar laws), and the Guarantor
shall have fully discharged or performed all of its obligations under this
Guaranty to each Guaranteed Beneficiary.

                  (c) This Guaranty and the liability of the Guarantor provided
for in Section 1 hereunder shall remain in full force and effect irrespective
of:

                  (i) the legality, validity, regularity or enforceability, or
         the absence of any thereof, of any Loan Document (or other document or
         agreement) or of any assignment, amendment, modification, or
         termination of any Loan Document (or other document or agreement) or
         any subleasing or further subleasing of the Aircraft or Spare Engines
         (or any interest therein or portion thereof), and shall in no way be
         affected or impaired by (and no notice to the Guarantor shall be
         required in respect of) any compromise, waiver, settlement, release,
         renewal, extension, indulgence, amendment, addition, deletion, change
         or modification with respect to, or release of any security for any of
         the obligations or liabilities of the Lessee under, any Loan Document
         or any redelivery, repossession, sale, transfer or other disposition,
         surrender or destruction of, or other event



                                       2
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         or circumstance with respect to, the Aircraft or Spare Engines (or any
         interest therein or portion thereof), in whole or part; or

                  (ii) the transfer, assignment, subletting, or mortgaging, or
         the purported transfer, assignment, subletting, or mortgaging, of all
         or any part of the interest of any Guaranteed Beneficiary or the Lessee
         in the Aircraft or Spare Engines (or any interest therein or portion
         thereof) in accordance with the Loan Documents; or

                  (iii) any absence or defect or failure of title or lack of
         recordation or registration with respect to any Guaranteed
         Beneficiary's or the Lessee's interest in the Aircraft or Spare Engines
         (or any interest therein or portion thereof); or

                  (iv) any failure of delivery of, or loss of perfection of any
         security interest with respect to, any portion of the Aircraft or Spare
         Engines (or any interest therein or portion thereof); or

                  (v) any matter relating to any agreement or approval (or the
         absence thereof) in connection with the Aircraft or Spare Engines (or
         any interest therein or portion thereof); or

                  (vi) any failure, neglect or omission on the part of any
         Guaranteed Beneficiary or any other Person to give the Guarantor notice
         of the occurrence of any Default or Lease Event of Default or Potential
         Event of Default or Event of Default or to realize upon any collateral
         held by any Guaranteed Beneficiary or any other Person with respect to
         any obligations or liabilities of the Lessee, or to provide for any
         insurance on the Aircraft or Spare Engines (or any interest therein or
         portion thereof), or to establish or maintain a security or other
         interest in the Aircraft or Spare Engines (or any interest therein or
         portion thereof) or any collateral provided under any Loan Document or
         to establish or maintain the priority or perfection of any thereof; or

                  (vii) any defect in the compliance with specifications,
         warranties or any insurance policy or the condition, design, operation
         or fitness for use of, or any damage to or loss or destruction of, or
         any interruption or cessation in the use of, the Aircraft or Spare
         Engines (or any interest therein or any portion thereof) by the Lessee
         or any other Person for any reason whatsoever (including, without
         limitation, any governmental prohibition or restriction, condemnation,
         requisition, seizure or any other act on the part of any governmental
         or military authority, or any act of God or of the public enemy)
         regardless of the duration thereof (even though such duration would
         otherwise constitute a frustration under any Loan Document), whether or
         not without fault on the part of the Lessee or any other Person; or

                  (viii) any merger, consolidation or other restructuring or
         termination of the corporate structure, reorganization or transaction
         with respect to the Lessee or the Guarantor into, with or in respect
         of, any other Person or any sale, lease, assignment or transfer of any
         of the assets of the Lessee or Guarantor to any other Person; or



                                       3
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                  (ix) any disposition by the Guarantor of its interest in the
         Lessee, or any change in the ownership of any shares of capital stock
         of the Guarantor or the Lessee, or any change, restructuring or
         termination of the corporate structure or existence of the Lessee; or

                  (x) the imposition of any Tax or other charge against the
         Lessee, the Guarantor or any other Person; or

                  (xi) any exchange, release or nonperfection, or lapse of
         perfection, of any security for any Guaranteed Obligation or the
         acceptance of any security therefor; or

                  (xii) any bankruptcy, insolvency, winding up, dissolution,
         liquidation, receivership, or reorganization of, or similar proceedings
         affecting, the Lessee or the Guarantor or its assets or any resulting
         release or discharge of any of the Guaranteed Obligations (except to
         the extent resulting from performance thereof); or

                  (xiii) any regulatory change or other governmental action
         (whether or not adverse); or

                  (xiv) any partial payment or performance of the Guaranteed
         Obligations (whether as a result of the exercise of any right, remedy,
         power or privilege or otherwise) that is accepted or received (except,
         subject to paragraph (f) of this Section 2, to the extent of such
         payment or performance); or

                  (xv) any other occurrence or circumstance whatsoever, whether
         similar or dissimilar to the foregoing, whether or not foreseeable,
         that might otherwise constitute a legal or equitable defense or
         discharge of the liabilities of a guarantor or surety or that might
         otherwise limit recourse against the Guarantor.

                  The obligations of the Guarantor set forth herein constitute
the full recourse obligations of the Guarantor enforceable against it to the
full extent of all its assets and properties.

                  (d) The obligation and liability of the Guarantor hereunder
shall not be impaired, diminished, abated or otherwise affected (i) by any
set-off, defense or counterclaim that the Lessee, the Guarantor or any other
Person may have or claim to have, at any time or from time to time, or (ii) by
the commencement by or against the Lessee, the Guarantor or any other Person of
any proceedings under any bankruptcy or insolvency law or laws relating to the
relief of debtors, readjustment of indebtedness, reorganizations, arrangements,
compositions or extension or other similar laws.

                  (e) It is the intent and purpose hereof that the Guarantor
shall not be entitled to and does hereby waive, to the fullest extent permitted
by applicable law, any and all defenses available to guarantors, sureties and
other secondary parties at law or in equity. Without limiting the generality of
the foregoing, the Guarantor hereby waives notice of acceptance of this Guaranty
and of the nonperformance by the Lessee, diligence, presentment, protest,
dishonor, demand for payment from the Lessee or any other Person and notice of
nonpayment or failure to perform on the part of the Lessee and all other notices
whatsoever. The guaranty hereunder is a guaranty of payment, performance and
compliance and not of collectability only. The Guarantor specifically



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agrees that it shall not be necessary, and the Guarantor shall not be required,
before or as a condition of enforcing the liability of the Guarantor under this
Guaranty or requiring payment or performance of the Guaranteed Obligations by
the Guarantor hereunder, or at any time thereafter, that any of the Guaranteed
Beneficiaries (i) file suit or proceed to obtain or assert a claim for personal
judgment against any Person that may be liable for any Guaranteed Obligation;
(ii) make any other effort to obtain payment or performance of any Guaranteed
Obligation from the Lessee or any other Person that may be liable for such
Guaranteed Obligation; (iii) foreclose against or seek to realize upon any
security now or hereafter existing for such Guaranteed Obligation; (iv) exercise
or assert any other right or remedy to which any of the Guaranteed Beneficiaries
is or may be entitled in connection with any Guaranteed Obligation or any
security or other guaranty therefor; (v) assert or file any claim against the
assets of the Lessee or any other Person liable for any Guaranteed Obligation;
or (vi) join the Lessee or any other Person as a party to any proceeding for the
enforcement of any provision of this Guaranty. Without limiting the foregoing,
it is understood that repeated and successive demands may be made and recoveries
may be had hereunder as and when, from time to time, a Lease Event of Default
shall have occurred and be continuing or a Guaranteed Obligation shall otherwise
arise (in either case, a "Recovery Event"), and that, notwithstanding recovery
hereunder for or in respect of any such Recovery Event, this Guaranty shall
remain in force and effect and shall apply to each and every subsequent Recovery
Event. The Guarantor further agrees that, without limiting the generality of
this Guaranty, if any Recovery Event shall have occurred and be continuing and
any Guaranteed Beneficiary (or any assignee thereof) is prevented by applicable
law from exercising its remedies under any applicable Loan Document for any
reason, such Guaranteed Beneficiary (or any assignee thereof) shall be entitled
to receive hereunder from the Guarantor, upon demand therefor, the sums that
otherwise would have been due from the Lessee had such remedies been exercised.
If the Guarantor makes any payment or performs any obligation hereunder in
respect of any of the obligations to be performed by the Lessee, the Guarantor
shall become subrogated to the extent of such payment or performance to the
rights of the Guaranteed Beneficiary under the relevant agreement to which the
Lessee is a party against the Lessee in respect of such obligations and any
collateral security or guaranty held by or for the benefit of such Guaranteed
Beneficiary for the payment of such obligations; provided, however, that such
rights of subrogation shall not commence until such time subsequent to the end
of the Term as the Lessee or the Guarantor, as the case may be, shall have paid
and performed each and every Guaranteed Obligation to each Guaranteed
Beneficiary and the Guarantor shall have fully performed its obligations
hereunder.

                  (f) The guaranty hereunder shall not be deemed to have
terminated and shall continue to be effective (or if terminated for any reason
shall be reinstated, as the case may be), if at any time payment, or any part
thereof, of any of the obligations hereunder or under any Loan Document is
rescinded and must be (and actually is) returned by any Guaranteed Beneficiary
to the Person who made the payment or on behalf of whom the payment was made
upon the insolvency, bankruptcy or reorganization (or similar event) with
respect to the Lessee, the Guarantor or otherwise, all as though such payment
had not been made.

                  (g) If the Guarantor fails to pay any amount hereunder when
due to any Guaranteed Beneficiary, the Guarantor shall pay to such Guaranteed
Beneficiary interest, on demand, on such amount at the appropriate rate
described in Section 2.2D of the Credit Agreement.



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                  (h) The Guarantor further agrees to pay to each Guaranteed
Beneficiary any and all costs and expenses, including reasonable legal fees
(which shall include allocated costs of internal counsel) and disbursements,
incurred by such party in connection with enforcing its rights under this
Guaranty.

                  SECTION 3. COVENANTS OF GUARANTOR. The Guarantor hereby
covenants for the benefit of each Guaranteed Beneficiary as follows:

                  (a) No Assignment by Guarantor. 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 Lessor, the
Agent, and the Requisite Lenders. The Guarantor acknowledges that the Lessor
intends to mortgage, grant, and assign all of the Lessor's right, title, and
interest in and to this Guaranty and the Guarantor's obligations hereunder to
the Agent, as administrative agent for and representative of the Lenders, as
security for the Secured Obligations (as defined in the relevant Aircraft
Chattel Mortgage), and the Guarantor hereby consents to such mortgage, grant,
and assignment.

                  (b) Default Under Loan Documents. The Guarantor agrees that it
shall not take any action or fail to take any action that would cause a Default
or Lease Event of Default under any Lease or a Potential Event of Default or
Event of Default under any of the other Loan Documents.

                  (c) Financial Statements and Reports.

                  (i) The Guarantor agrees that, beginning with its quarterly
         report for the fiscal quarter ending September 30, 2001, it shall
         provide each Guaranteed 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 Lessor and the Agent, 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.

                  (ii) The Guarantor shall provide each Guaranteed 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



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         any such interim financial statements for public dissemination)
         simultaneously with the dissemination thereof.

                  (iii) Within 15 days after receipt by the Guarantor of a
         notice of request therefor from the Lessor, the Agent, or the Requisite
         Lenders, the Guarantor shall provide such explanations or related
         additional information as any Guaranteed Beneficiary may reasonably
         request with respect to any financial statement provided pursuant to
         Section 3(d)(i) or (ii) above.

                  (d) Inspection. The Guarantor will permit each Guaranteed
Beneficiary (or such Person as such Guaranteed 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 Guaranteed 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 a Lease 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.

                  (e) 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 Lease Amendment) occurs or continues. The Guarantor
will notify the Lessor, the Agent, 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.

                  SECTION 4. REPRESENTATIONS AND WARRANTIES OF GUARANTOR. The
Guarantor makes, for the benefit of each Guaranteed Beneficiary, each of the
representations and warranties made in the Lease Agreement by the Lessee as to
the Guarantor, its assets, financial condition, operations, organization, legal
status, business, and the Loan Documents to which it is a party.

                  SECTION 5. MISCELLANEOUS.

                  (a) Waivers; Cumulative Effect. A waiver by any Guaranteed
Beneficiary of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that such Guaranteed Beneficiary (or
any other Guaranteed Beneficiary) would otherwise have had on any future
occasion with regard to any subsequent breach. No failure to exercise nor any
delay in exercising on the part of any Guaranteed Beneficiary any right, power,
or privilege hereunder, shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, power, or privilege hereunder preclude any
other or further exercise thereof or the exercise of any



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other right, power, or privilege. The rights and remedies herein provided are
cumulative and may be exercised singularly or concurrently, and are not
exclusive of any rights and remedies provided by law or by the Lease Agreement
or the other Loan Documents.

                  (b) Amendments; Waivers. This Guaranty may not be terminated,
amended, supplemented, waived, or modified orally, but may be terminated,
amended, supplemented, waived, or modified upon the prior written consent of the
Guarantor, the Lessor, the Agent, and the Requisite Lenders.

                  (c) Severability. Any provision of this Guaranty that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  (d) Counterparts. This Guaranty 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.

                  (e) Notices. Any notice to the Guarantor hereunder may be
directed to the Guarantor at its address set forth in Annex A, or to such other
address as the Guarantor may designate by notice given to the other parties
hereto.

                  (f) Headings, References. The section and paragraph headings
in this Guaranty are for convenience of reference only and shall not modify,
define, expand or limit any of the terms or provisions hereof.

                  (g) Governing Law. THIS GUARANTY SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW)
ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF NEW YORK. THIS GUARANTY HAS BEEN DELIVERED IN THE STATE
OF NEW YORK.

                  (h) Benefit and Binding Effect. The terms of this Guaranty
shall be binding upon the Guarantor, and shall inure to the benefit of the
Guarantor, each Guaranteed Beneficiary, and their respective successors and
permitted assigns (to the extent permitted hereunder and under the Loan
Documents).

                  (i) Service of Process; Jurisdiction and Waiver. The Guarantor
(A) hereby irrevocably submits to the nonexclusive jurisdiction of (i) the
Supreme Court of the State of New York, New York County (without prejudice to
the right of any party to remove to the United States District Court for the
Southern District of New York) and (ii) the United States District Court for the
Southern District of New York for the purposes of any suit, action, or other
proceeding arising out of this Guaranty or the subject matter hereof brought by
any Guaranteed Beneficiary or its successors or permitted assigns, (B) hereby
irrevocably agrees that all claims in



                                       8
<PAGE>

respect of such suit, action or proceeding may be heard and determined in such
New York State court or, to the fullest extent permitted by applicable law, in
such Federal court, and (C) to the extent permitted by applicable law, hereby
irrevocably waives, and agrees not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action, or proceeding any claim that it is not
personally subject to the jurisdiction of the above-named courts, that the suit,
action, or proceeding is brought in an inconvenient forum, that the venue of the
suit, action, or proceeding is improper, or that this Guaranty or the subject
matter hereof may not be enforced in or by such court. THE GUARANTOR WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS GUARANTY. A final judgment obtained in
respect of any suit, action, or proceeding referred to in this Section 5(i)
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any manner as provided by applicable law. The Guarantor hereby
consents to service of process in connection with the subject matter specified
in the first sentence of this Section 5(i) in connection with the
above-mentioned courts by registered mail, FedEx, DHL, or similar courier at the
address to which notices to it are to be given as provided in Annex A hereto, it
being agreed that service in such manner shall constitute valid service upon the
Guarantor and its successors and assigns in connection with any such suit,
action, or proceeding only; provided, however, that nothing in this Section 5(i)
shall affect the right of any of the Guaranteed Beneficiaries or their
successors or assigns to serve legal process in any other matter permitted by
law or affect the right of any of the Guaranteed Beneficiaries or their
successors or assigns to bring any suit, action, or proceeding against the
Guarantor or its properties in the courts of other jurisdictions.

                                    * * * * *



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                  IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be executed as of the day and year first written above for the benefit of the
parties named herein.



                                            ATLAS AIR WORLDWIDE HOLDINGS, INC.



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



                                       10

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                                                                         Annex A

                        Address for Notices to Guarantor


ATLAS AIR WORLDWIDE HOLDINGS, INC.

2000 Westchester Avenue
Purchase, New York  10577-2543

Attention:  Richard H. Shuyler






<PAGE>



                                                                      SCHEDULE I

         Lease Agreement, dated as of April 25, 2000, between the Lessor and the
Lessee, as supplemented by Lease Supplement No. 1, dated as of April 25, 2000,
which were recorded together as one instrument by the Federal Aviation
Administration (the "FAA") on [May 24], 2000, as Conveyance No. [__________]
[,and as further supplemented by Lease Supplement No. 2, dated as of __________,
2000, which was recorded by the FAA on __________, 20___, as Conveyance No.
__________], and as amended by Amendment No. 1 to Lease Agreement, dated as of
October 15, 2001, and as further amended by Amendment No. 2 to Lease Agreement,
dated as of the date of this Guaranty.