<PAGE>
                                                                   EXHIBIT 10.59

                                 ATLAS AIR, INC.

                                 FIRST AMENDMENT

                               TO CREDIT AGREEMENT

                  This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of January 19, 2001 and entered into by and among ATLAS AIR, INC., a
Delaware corporation ("COMPANY"), the financial institutions listed on the
signature pages hereof ("LENDERS") and Bankers Trust Company, as agent for
Lenders ("AGENT"), and is made with reference to that certain Fourth Amended and
Restated Credit Agreement dated as of April 25, 2000 (as modified to the date
hereof, the "CREDIT AGREEMENT"), by and among Company, Lenders and Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.

                                    RECITALS

                  WHEREAS, Company and Lenders desire to amend the Credit
Agreement to (i) permit the Company to apply voluntary prepayments to a specific
Airframe or Engine, (ii) delete the requirement that a Holding Company must
guarantee the Obligations and pledge the capital stock of the Company, and (iii)
make certain other amendments as set forth below;

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT

         1.1 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

                  A. Subsection 2.4B(iv)(a) of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting the
following therefor:

                  "Application of Voluntary Prepayments by Type of Loans and
Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i)
shall be applied ratably among the Notes relating to all of the Financed
Aircraft; provided that, Company may elect to apply any such prepayment first to
the Loans made with respect to a specific Financed Aircraft, a specific Airframe
or a specific Engine so long as (i) no Event of Default has occurred and is
continuing and (ii) in the event a prepayment is applied to the Loans made with
respect to a specific Airframe or a specific Engine(s), (a) Administrative Agent
shall have received an opinion of Cahill Gordon & Reindel, or such other counsel
as may be acceptable to Administrative Agent, confirming that such prepayment
should not adversely affect any benefits of Section 1110 of the Bankruptcy Code
with respect to the remaining components of the relevant Financed Aircraft that
were applicable thereto prior to such prepayment and (b) after giving effect to
such prepayment, Company shall be in compliance with subsection 2.4B(iii)(f)
with respect to the remaining components of the relevant Financed Aircraft and,
at the request of Administrative Agent, shall deliver appraisals from



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two Approved Appraisers in form and substance satisfactory to Administrative
Agent demonstrating such compliance; provided further that, at all times, for
each Airframe included in the Collateral there shall be at least four (4)
Engines included in the Collateral; provided further that, at Administrative
Agent's election, any prepayment (other than a prepayment of Loans made with
respect to a specific Financed Aircraft, Airframe or Engine) may be deemed first
to prepay Loans made to finance labor costs associated with conversion of a
Financed Aircraft, if any, second to prepay Loans made to finance other costs of
conversion of a Financed Aircraft and thereafter to all other Loans. Any
voluntary prepayments (other than a prepayment of Loans made with respect to a
specific Financed Aircraft, Airframe or Engine) of the Existing Aircraft Loans
and the New Aircraft Term Loans pursuant to subsection 2.4B(i) shall be applied
to reduce the scheduled installments of principal of the Existing Aircraft Loans
or the New Aircraft Term Loans, as the case may be, in inverse order of
maturity."

                  B. Subsection 2.9 of the Credit Agreement is hereby amended
by deleting such subsection in its entirety and substituting the following
therefor:

                  "RELEASE OF COLLATERAL. Upon the prepayment of all Loans made
with respect to a specific Financed Aircraft or a specific Airframe or Engine
pursuant to subsection 2.4B(iv)(a) hereof, Administrative Agent, at the
reasonable expense of Company, agrees to execute and deliver to Company such
documents as shall be reasonably satisfactory to Company to evidence the release
of the Liens granted pursuant to the Collateral Documents with respect to such
Financed Aircraft or such Airframe or Engine and shall use its best efforts to
(i) in the event of a prepayment of all Loans made with respect to a specific
Financed Aircraft, return the originals of all Notes representing such Loans to
Company, marked "Paid" or (ii) in the event of a prepayment of all Loans made
with respect to a specific Airframe or Engine(s), prepare allonges to the Notes
representing such Loans to Company describing the release of such Airframe or
Engine(s)."

         1.2 AMENDMENTS TO SECTION 5: COMPANY'S AFFIRMATIVE COVENANTS

                  Subsection 5.9C of the Credit Agreement is hereby amended by
deleting the first sentence thereof in its entirety and adding the words "In
furtherance and not in limitation of the foregoing, if Company interposes a
Holding Company," at the beginning of the second sentence thereof.

         1.3 AMENDMENTS TO SECTION 7: EVENTS OF DEFAULT

                  A. Subsection 7.3 of the Credit Agreement is hereby amended
by inserting the words ", 5.9C or 5.14" after the words "or 5.2" in the second
line thereof.

                  B. Subsection 7.10 of the Credit Agreement is hereby amended
by adding the following clause (z) at the end of the first proviso thereto:

                  "and (z) it shall also be an Event of Default if at any time
the Holding Company grants a Lien with respect to the capital stock of the
Company"



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<PAGE>

SECTION 2. CONDITIONS TO EFFECTIVENESS

                  Section 1 of this Amendment shall become effective as of the
date first set forth above upon the satisfaction of all of the following
conditions precedent (such date being referred to herein as the "First Amendment
Effective Date"):

                  A. Company shall have delivered to Agent sufficient
originally executed copies for each Lender and its counsel of this Amendment;
Agent and Requisite Lenders shall each have executed a counterpart of this
Amendment; and Company and Agent shall have received written or telephonic
notification of such execution by Requisite Lenders and authorization of
delivery thereof; and

                  B. Agent shall have received from Company, for distribution
to each Lender consenting to this Amendment as of the date specified by Agent in
proportion to that Lender's Pro Rata Share, an amendment fee in an amount equal
to 0.10% of the Revolving Loan Commitment of all such consenting Lenders.

SECTION 3. REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Amendment,
Company, by its execution of a counterpart of this Amendment, represents and
warrants that after giving effect to this Amendment (a) no Event of Default or
Potential Event of Default exists under the Credit Agreement, (b) all
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true, correct and complete in all material respects on and as
of the date hereof except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date, and (c)
Company has performed all agreements to be performed on its part as set forth in
the Credit Agreement.

SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
           DOCUMENTS.

                  A. On and after the First Amendment Effective Date of each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement," "thereunder,"
"thereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as modified hereby.

                  B. Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.

                  C. The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent or
any Lender under the Credit Agreement or any of the other Loan Documents.



                                       3
<PAGE>

SECTION 5. FEES AND EXPENSES.

                  Company acknowledges that all costs, fees and expenses as
described in subsection 9.2 of the Credit Agreement incurred by Agent and its
counsel with respect to this Amendment and the documents and transactions
contemplated hereby shall be for the account of Company.

SECTION 6. HEADINGS.

                  Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.

SECTION 7. APPLICABLE LAW.

                  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
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.

SECTION 8. COUNTERPARTS; EFFECTIVENESS.

                  This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Amendment (other than the provisions of Section 1 hereof, the
effectiveness of which is governed by Section 2 hereof) shall become effective
upon the execution of a counterpart hereof by Company and Requisite Lenders and
receipt by Company and Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]



                                       4
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

         COMPANY:

                                            ATLAS AIR, INC.

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

         ADMINISTRATIVE AGENT:

                                            BANKERS TRUST COMPANY,

                                            as Administrative Agent and Lender

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



                                       5
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                                    LENDERS:

                                            CITY NATIONAL BANK

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



                                       6
<PAGE>




                                            FIRST SECURITY BANK

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



                                       7
<PAGE>




                                            FLEET NATIONAL BANK

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





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<PAGE>




                                            GMAC COMMERCIAL CREDIT LLC

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





                                       9
<PAGE>




                                            IMPERIAL BANK, A CALIFORNIA BANKING
                                            CORPORATION

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



                                       10
<PAGE>



                                            NORWEST BANK COLORADO NATIONAL
                                            ASSOCIATION

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



                                       11
<PAGE>





                                            SUMMIT BANK

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



                                       12
<PAGE>




                                            TRANSAMERICA BUSINESS CREDIT CORP.

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



                                       13
<PAGE>




                                            UNION BANK OF CALIFORNIA, N.A.

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



                                       14
<PAGE>




                                            UNION PLANTERS BANK N.A.

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



                                       15
<PAGE>




                                            U.S. BANK

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


                                       16
<PAGE>
                                 ATLAS AIR, INC.

                              SECOND AMENDMENT AND

                       LIMITED WAIVER TO CREDIT AGREEMENT

                    This SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
(this "AMENDMENT AND WAIVER") is dated as of October 15, 2001 and entered into
by and among ATLAS AIR, INC., a Delaware corporation ("COMPANY"), the financial
institutions listed on the signature pages hereof ("LENDERS") and Bankers Trust
Company, as administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and is
made with reference to that certain Fourth Amended and Restated Credit Agreement
dated as of April 25, 2000 (as amended to the date hereof, the "CREDIT
AGREEMENT"), by and among Company, Lenders and Administrative Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.

                                    RECITALS

                    WHEREAS, Company has informed Lenders that it will not be in
compliance with the covenants set forth in subsections 6.6A and 6.6B of the
Credit Agreement for the four fiscal quarter period ending September 30, 2001
and the Lenders have agreed to waive compliance with such subsections for such
period until December 14, 2001; and

                    WHEREAS, Company and Lenders desire to amend the Credit
Agreement to (i) increase the Applicable Margin, (ii) amend the definition of
Cash Equivalents, (iii) provide for a minimum liquidity test, and (iv) make
certain other amendments as set forth below.

                    NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

SECTION 1. WAIVER

                    Subject to the terms and conditions set forth herein and in
reliance on the representations and warranties of Company herein contained,
Lenders hereby waive compliance with the provisions of subsections 6.6A and 6.6B
of the Credit Agreement with respect to the four fiscal quarter period ending
September 30, 2001; provided that any breach of such provisions which would
constitute an Event of Default but for the foregoing waiver shall be an Event of
Default on and after December 14, 2001 unless otherwise waived on or prior to
such date.

SECTION 2. LIMITATION OF WAIVER

                    Without limiting the generality of the provisions of
subsection 9.6 of the Credit Agreement, the waiver set forth above shall be
limited precisely as written and relates solely to the noncompliance by Company
with the provisions of subsections 6.6A and 6.6B of the Credit Agreement in the
manner and to the extent described above, and nothing in this Amendment and
Waiver shall be deemed to:



<PAGE>

                    A. Constitute a waiver of compliance by Company with respect
to (i) subsection 6.6A or 6.6B of the Credit Agreement in any other instance or
(ii) any other term, provision or condition of the Credit Agreement or any other
instrument or agreement referred to therein (whether in connection with this
waiver of subsections 6.6A and 6.6B of the Credit Agreement or otherwise); or

                    B. prejudice any right or remedy that Administrative Agent
or any Lender may now have (except to the extent such right or remedy was based
upon existing defaults that will not exist after giving effect to this Amendment
and Waiver) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein.

SECTION 3. AMENDMENTS TO THE CREDIT AGREEMENT

         3.1 AMENDMENTS TO SECTION 1: CERTAIN DEFINED TERMS

                    A. Subsection 1.1 of the Credit Agreement is hereby amended
by deleting the definition of "Cash Equivalents" therefrom in its entirety and
substituting the following therefor:

                    "CASH EQUIVALENTS" means, as at any date of determination,
                    (i) marketable securities (a) issued or directly and
                    unconditionally guaranteed as to interest and principal by
                    the United States Government or (b) issued by any agency of
                    the United States the obligations of which are backed by the
                    full faith and credit of the United States, in each case
                    maturing within two years after the date of purchase; (ii)
                    marketable direct obligations (fixed and/or floating rate)
                    issued by any state of the United States of America or any
                    political subdivision of any such state or any public
                    instrumentality thereof, in each case maturing within two
                    years after the date of purchase and having, at the time of
                    the acquisition thereof and at all times thereafter, the
                    highest rating obtainable from at least two of S&P, Moody's
                    and Fitch; (iii) Dollar-denominated marketable direct
                    obligations (fixed and/or floating rate) issued by any
                    corporation or commercial bank including medium term notes
                    and bonds, deposit notes and eurodollar/yankee notes and
                    bonds, in each case maturing within two years after the date
                    of purchase and, at the time of acquisition thereof and at
                    all times thereafter, both (A) having a rating from at least
                    two of S&P, Moody's, and Fitch and (B) not having a rating
                    of less than A from S&P, A2 from Moody's, or A from Fitch;
                    (iv) Dollar-denominated commercial paper maturing no more
                    than two years from the date of purchase and issued by a
                    corporation or commercial bank that, at the time of the
                    acquisition of the commercial paper and at all times
                    thereafter, both (A) has a short-term credit rating from at
                    least two of S&P, Moody's, and Fitch and (B) does not have a
                    short-term credit rating of less than A-1 (or the equivalent
                    thereof)



                                       2
<PAGE>

                    from S&P, P-1 (or the equivalent thereof) from Moody's, or
                    F-1 (or the equivalent thereof) from Fitch; (v)
                    Dollar-denominated certificates of deposit, bankers'
                    acceptances and/or time deposits maturing within two years
                    after the date of purchase and issued or accepted by (a) any
                    Lender or (b) any commercial bank that, at the time of
                    acquisition of such security and at all times thereafter,
                    both (A) has a short-term credit rating from at least two of
                    S&P, Moody's, and Fitch and (B) does not have a short-term
                    credit rating of less than A-1 (or the equivalent thereof)
                    from S&P, P-1 (or the equivalent thereof) from Moody's, or
                    F-1 (or the equivalent thereof) from Fitch; (vi) shares of
                    any money market mutual fund that (a) has at least 95% of
                    its assets invested continuously in the types of investments
                    referred to in clauses (i) and (ii) above, (b) has net
                    assets of not less than $500,000,000 and (c) has the highest
                    rating obtainable from either S&P, Moody's or Fitch; (vii)
                    Dollar-denominated asset-backed securities (excluding any
                    mortgage products) with a stated bullet maturity of no more
                    than two years from the date of purchase and, at the time of
                    acquisition thereof and at all times thereafter, both (A)
                    having a rating from at least two of S&P, Moody's, and Fitch
                    and (B) not having a rating of less than A from S&P, A2 from
                    Moody's, or A from Fitch; (viii) repurchase agreements
                    entered into with financial institutions satisfying the
                    criteria set forth in clause (v) above with terms of not
                    more than thirty days for securities described in clauses
                    (i) and (ii) above and having a fair market value of at
                    least 102% of the amount of the repurchase obligations and
                    (ix) auction rate securities (auction rate debt and money
                    market preferreds) with terms of not more than ninety days
                    and, at the time of acquisition thereof and at all times
                    thereafter, both (A) having a rating from at least two of
                    S&P, Moody's, and Fitch and (B) not having a rating of less
                    than A from S&P, A2 from Moody's, or A from Fitch.

                    B. Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting the reference to "6.1(xii)" in clause (xiii) of the
definition of Permitted Encumbrances and substituting "6.1(x)" therefor.

                    C. Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting the definitions of "Pricing Certificate" and "Pricing
Reduction" therefrom in their entirety.

                    D. Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting the definition of "S&P" in its entirety and inserting the
following definition in lieu thereof:

                    "S&P" means Standard & Poor's, a division of the McGraw-Hill
                    Companies, Inc.



                                       3
<PAGE>

                    E. Subsection 1.1 of the Credit Agreement is hereby further
amended by adding thereto the following definitions, which shall be inserted in
proper alphabetical order:

                    "ALITALIA" shall mean ALITALIA-Linee Aeree Italiane S.p.A.

                    "ALITALIA LOANS" shall mean Revolving Loans made to
                    consummate the Alitalia Transaction.

                    "ALITALIA TRANSACTION" shall mean, subject to the conditions
                    set forth in Section 3, the borrowing by the Company of up
                    to $45 million to be used for the acquisition of up to two
                    747-200 aircraft in freighter configuration from Alitalia
                    (each, an "Alitalia Aircraft"); provided that (w) the
                    Company may acquire the Alitalia Aircraft in two separate
                    transactions but shall borrow no more than $22.5 million per
                    transaction and there shall be no more than one borrowing
                    per Alitalia Aircraft, (x) concurrently with each such
                    acquisition, the Company shall enter into a sale-leaseback
                    arrangement with Alitalia with respect to such Alitalia
                    Aircraft containing economic terms which are sufficient to
                    generate net free cash flow to pay all interest on the
                    related Alitalia Loans and to repay in full such Alitalia
                    Loans within the term of such Alitalia Lease and otherwise
                    satisfactory in form and substance to the Administrative
                    Agent in its sole discretion (each, an "Alitalia Lease"),
                    (y) the Alitalia Loans shall be repaid on an amortization
                    schedule based on at least 90% of the net free cash flow
                    generated by the related Alitalia Lease and which is
                    approved by the Administrative Agent, in its sole discretion
                    and (z) no conversion or modification costs shall be
                    financed.

                    "FITCH" means Fitch, Inc.

                    "INTERIM PERIOD" shall mean the period commencing on the
                    Second Amendment Effective Date through and including
                    December 14, 2001.

                    "SECOND AMENDMENT" means the Second Amendment and Limited
                    Waiver dated as of October 15, 2001 entered into by the
                    Company, the Lenders and Administrative Agent with respect
                    to the Agreement.

                    "SECOND AMENDMENT EFFECTIVE DATE" shall have the meaning set
                    forth in Section 4 of the Second Amendment.

                    "UNRESTRICTED CASH AND CASH EQUIVALENTS" means Cash and Cash
                    Equivalents that are not subject to any Lien or any other
                    restriction or limitation on the Company's ability to
                    withdraw (in the case of Cash) or sell (in the case of Cash
                    Equivalents).


                                       4
<PAGE>

         3.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

                    A. COMMITMENTS; MAKING OF LOANS; NOTES; REGISTER.

                    Subsection 2.1A(ii) of the Credit Agreement is hereby
amended by adding the following sentence at the end of the first paragraph
thereof:

                    "Notwithstanding anything to the contrary herein, during the
               Interim Period, Company shall not be permitted to borrow and the
               Lenders shall not be required to lend to Company, any amounts
               other than the Alitalia Loans."

                    B. INTEREST ON THE LOANS.

                    Subsection 2.2A of the Credit Agreement is hereby amended by
deleting the definition of "Applicable Margin" set forth therein in its entirety
and substituting the following therefor:

                         "The "APPLICABLE MARGIN" from and after the Second
                    Amendment Effective Date shall be 1.625% for each Base Rate
                    Loan and 2.625% for each Eurodollar Rate Loan."

                    C. REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN LOANS AND
REVOLVING LOAN COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS.

                    Subsection 2.4A(iii) of the Credit Agreement is hereby
amended by adding the following at the end thereof:

                         "Notwithstanding the foregoing, all Alitalia Loans
                    shall be repaid on a quarterly repayment schedule beginning
                    on the three month anniversary of the date of borrowing of
                    such Alitalia Loans based on at least 90% of the net free
                    cash flow generated by the related Alitalia Lease and
                    approved by the Administrative Agent, in its sole
                    discretion; provided that, the full unpaid balance of such
                    Alitalia Loans shall be due at the Final Stated Maturity
                    Date. Notwithstanding anything to the contrary in this
                    Agreement, the amortization schedule for the Alitalia Loans
                    shall at all times be as set forth in this Section 2.4A(iii)
                    and at no time shall switch to the amortization schedule set
                    forth in Section 2.4A(ii)."

         3.3 AMENDMENTS TO SECTION 3: CONDITIONS TO LOANS

                    Subsection 3.2 of the Credit Agreement is hereby amended by
adding the following at the end of the final paragraph of such subsection:

                    "In addition to the foregoing, the condition set forth in
               clause (ii) shall be waived in the event of a borrowing of
               Alitalia Loans."

                                       5

<PAGE>

         3.4 AMENDMENTS TO SECTION 5: COMPANY'S AFFIRMATIVE COVENANTS

                    Subsection 5.1 of the Credit Agreement is hereby amended by
deleting clause (xvi) thereof in its entirety and substituting "(xvi)
Intentionally Omitted" therefor.

         3.5 AMENDMENTS TO SECTION 6: COMPANY'S NEGATIVE COVENANTS

                    A. INVESTMENTS.

                    (i) Subsection 6.3(i) of the Credit Agreement is hereby
               amended by adding the following at the end thereof:

                    "; provided that, (x) the weighted average maturity of all
                    Investments in Cash Equivalents shall not exceed twelve
                    months, (y) no more than 10% of the Company's Investments in
                    Cash Equivalents shall be in a single security or issuer
                    (other than U.S. treasuries, U.S. government agency
                    obligations and money market funds), and (z) no more than
                    50% of the Company's Investments in Cash Equivalents shall
                    be in a single U.S. treasury or U.S. government agency
                    security."

                    (ii) Subsection 6.3(iv) of the Credit Agreement is hereby
               amended by adding the words, "At any time other than during the
               Interim Period," at the beginning thereof.

                    B. RESTRICTED JUNIOR PAYMENTS.

                    (i) Subsections 6.5(ii), 6.5(iii) and 6.5(vi) of the Credit
               Agreement are hereby amended by adding the words "At any time
               other than during the Interim Period," at the beginning of each
               such clause.

                    C. FINANCIAL COVENANTS.

                    Subsection 6.6 of the Credit Agreement is hereby amended by
adding the following subsection 6.6D:

                    "D. MINIMUM LIQUIDITY.

                    The Company shall not permit its reserve of Unrestricted
Cash and Cash Equivalents to be less than $200,000,000 at any time."

                    D. RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND
ACQUISITIONS; NEW SUBSIDIARIES.

                    (i) Subsection 6.7(v) of the Credit Agreement is hereby
               amended by adding the words, "At any time other than during the
               Interim Period," at the beginning thereof.


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<PAGE>

                    (ii) Subsection 6.7(x) of the Credit Agreement is hereby
               amended by deleting the words "to Colorado" contained in the
               second line thereof and substituting "from Colorado to New York"
               therefor.

SECTION 4. CONDITIONS TO EFFECTIVENESS

               Sections 1 and 3 of this Amendment and Waiver shall become
effective as of the date first set forth above upon the satisfaction of all of
the following conditions precedent (such date being referred to herein as the
"SECOND AMENDMENT EFFECTIVE DATE"):

                    A. Company shall have delivered to Administrative Agent
sufficient originally executed copies for each Lender and its counsel of this
Amendment and Waiver; Administrative Agent and Requisite Lenders shall each have
executed a counterpart of this Amendment and Waiver; and Company and
Administrative Agent shall have received written or telephonic notification of
such execution by Requisite Lenders and authorization of delivery thereof; and

                    B. Administrative Agent shall have received from Company,
for distribution to each Lender consenting to this Amendment and Waiver as of
the date specified by Administrative Agent in proportion to that Lender's Pro
Rata Share, an amendment fee in an amount equal to 0.10% of the Revolving Loan
Commitment of all such consenting Lenders.

SECTION 5. REPRESENTATIONS AND WARRANTIES

               In order to induce Lenders to enter into this Amendment and
Waiver, Company, by its execution of a counterpart of this Amendment and Waiver,
represents and warrants that after giving effect to this Amendment and Waiver
(a) no Event of Default or Potential Event of Default exists under the Credit
Agreement, (b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true, correct and complete in all
material respects on and as of the date hereof except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date, and (c) Company has performed all agreements to be performed
on its part as set forth in the Credit Agreement.

SECTION 6. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
           DOCUMENTS.

                    A. On and after the Second Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement," "thereunder,"
"therein," "thereof" or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement as modified hereby.

                    B. Except as specifically amended by this Amendment and
Waiver, the Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.



                                       7
<PAGE>

                    C. The execution, delivery and performance of this Amendment
and Waiver shall not, except as expressly provided herein, constitute a waiver
of any provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

SECTION 7. FEES AND EXPENSES

               Company acknowledges that all costs, fees and expenses as
described in subsection 9.2 of the Credit Agreement incurred by Administrative
Agent and its counsel with respect to this Amendment and Waiver and the
documents and transactions contemplated hereby shall be for the account of
Company.

SECTION 8. HEADINGS

         Section and subsection headings in this Amendment and Waiver are
included herein for convenience of reference only and shall not constitute a
part of this Amendment and Waiver for any other purpose or be given any
substantive effect.

SECTION 9. APPLICABLE LAW

               THIS AMENDMENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES 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.

SECTION 10. COUNTERPARTS; EFFECTIVENESS

               This Amendment and Waiver may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment and Waiver (other than the provisions of
Sections 1 and 3 hereof, the effectiveness of which is governed by Section 4
hereof) shall become effective upon the execution of a counterpart hereof by
Company and Requisite Lenders and receipt by Company and Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.



                                       8
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.

         COMPANY:

                                            ATLAS AIR, INC.

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

         ADMINISTRATIVE AGENT:

                                            BANKERS TRUST COMPANY,
                                            as Administrative Agent and Lender

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



                                      S-1

<PAGE>




                                    LENDERS:

                                            CITY NATIONAL BANK

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




                                      S-2


<PAGE>




                                            COMERICA BANK

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




                                      S-3

<PAGE>




                                            FIRST SECURITY BANK

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





                                      S-4
<PAGE>




                                            FLEET NATIONAL BANK

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






                                      S-5
<PAGE>




                                            GMAC COMMERCIAL CREDIT LLC

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





                                      S-6
<PAGE>




                                            NORWEST BANK COLORADO NATIONAL
                                            ASSOCIATION

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




                                      S-7
<PAGE>




                                            TRANSAMERICA BUSINESS CREDIT CORP.

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






                                      S-8
<PAGE>




                                            UNION BANK OF CALIFORNIA, N.A.

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





                                      S-9
<PAGE>




                                            UNION PLANTERS BANK N.A.

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



                                      S-10

<PAGE>




                                            U.S. BANK

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


                                      S-11
<PAGE>

                                 ATLAS AIR, INC.

                       THIRD AMENDMENT TO CREDIT AGREEMENT

                  This THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of October 31, 2001 and entered into by and among ATLAS AIR, INC., a
Delaware corporation ("COMPANY"), the financial institutions listed on the
signature pages hereof ("LENDERS") and Bankers Trust Company, as administrative
agent for Lenders ("ADMINISTRATIVE AGENT"), and is made with reference to that
certain Fourth Amended and Restated Credit Agreement dated as of April 25, 2000
(as amended to the date hereof, the "CREDIT AGREEMENT"), by and among Company,
Lenders and Administrative Agent. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.

                                    RECITALS

                  WHEREAS, Company and Lenders desire to amend the Credit
Agreement to (i) permit the Company to make certain Restricted Junior Payments
to Holdings, (ii) make certain other changes to the Company's negative covenants
and (iii) make certain other amendments as set forth below.

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

      SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT

         1.1 AMENDMENTS TO SECTION 1: CERTAIN DEFINED TERMS

                  A. Subsection 1.1 of the Credit Agreement is hereby amended by
adding thereto the following definitions, which shall be inserted in proper
alphabetical order:

                  "GE CAPITAL LOANS" means the loans to be made pursuant to that
                  certain credit agreement , in form and substance satisfactory
                  to Administrative Agent, entered into or to be entered into
                  between Holdings and General Electric Capital Corporation in
                  connection with the Polar Air Transaction.

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

                  "HOLDINGS GUARANTY" means that certain Holdings Guaranty dated
                  as of October 31, 2001 and entered into by Holdings for the
                  benefit of the Administrative Agent and Lenders

                  "POLAR AIR" means Polar Air Cargo, Inc., a California
                  corporation which will be an indirect wholly owned subsidiary
                  of Holdings subsequent to the completion of the Polar Air
                  Transaction.



<PAGE>

                  "POLAR AIR PAYMENT" has the meaning set forth in subsection
                  6.5(ii).

                  "POLAR AIR TRANSACTION" has the meaning set forth in
                  subsection 6.5(ii).

                  "THIRD AMENDMENT" means the Third Amendment dated as of
                  October 31, 2001 entered into by the Company, the Lenders and
                  Administrative Agent with respect to the Agreement.

                  "THIRD AMENDMENT EFFECTIVE DATE" shall have the meaning set
                  forth in Section 2 of the Third Amendment.

                  B. Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting the definitions of "Loan Documents" and "Loan Parties" in
their entirety and substituting the following therefor:

         "LOAN DOCUMENTS" means this Agreement, the Notes, the Holdings Guaranty
and the Collateral Documents.

         "LOAN PARTIES" means Company and Holdings.

         1.2 AMENDMENTS TO SECTION 5: COMPANY'S AFFIRMATIVE COVENANTS

         Subsection 5.9C of the Credit Agreement is hereby amended by adding the
text, "(other than the GE Capital Loans)" immediately after the text
"Indebtedness" in the first sentence thereof.

         1.3 AMENDMENTS TO SECTION 6: COMPANY'S NEGATIVE COVENANTS

                  A. INVESTMENTS.

                  (i) Subsection 6.3(iv) of the Credit Agreement is hereby
            amended by deleting such provision in its entirety and substituting
            the following therefor:

                  "(iv) so long as no Event of Default or Potential Event of
                  Default has occurred and is continuing or would result
                  therefrom, and so long as, on a Pro Forma Basis, the Company
                  will be compliance with the covenant set forth in subsection
                  6.6D, the Company may make Investments in Joint Ventures in an
                  aggregate amount not to exceed (A) $15 million less (B) the
                  aggregate amount contributed to capital of Special Purpose
                  Subsidiaries during the period commencing January 1, 2000 and
                  ending on the last day of the Fiscal Year immediately
                  preceding the date of determination (taken as a single
                  accounting period); provided that Company shall not incur
                  liabilities related to any such Joint Venture in excess of
                  Company's Investment therein;"

                  (ii) Subsection 6.3(vii) of the Credit Agreement is hereby
            amended by adding the following at the beginning thereof:




                                       2
<PAGE>
                  "so long as no Event of Default or Potential Event of Default
                  has occurred and is continuing or would result therefrom, and
                  so long as, on a Pro Forma Basis, the Company will be
                  compliance with the covenant set forth in subsection 6.6D,"

                  (iii) Section 6.3 of the Credit Agreement is hereby further
            amended by adding the following after the words "Holding Company" in
            the last sentence of the last paragraph thereof:

                  ", except an Investment made in accordance with subsection
         6.3(vii) to the extent such Investment is for the purpose of making
         mandatory principal and interest payments on the GE Capital Loans"

                  B. RESTRICTED JUNIOR PAYMENTS.

                  (i) Subsection 6.5 of the Credit Agreement is hereby amended
            by adding the text "and so long as, on a Pro Forma Basis, Company
            will be in compliance with the covenant set forth in subsection
            6.6D," immediately before the text ":" in the first paragraph
            thereof.

                  (ii) Subsection 6.5 of the Credit Agreement is hereby amended
            by deleting clause (ii) thereof in its entirety and substituting the
            following therefor:

                  "Company may make a one-time Restricted Junior Payment to
                  Holdings in an amount not to exceed $37 million (the "Polar
                  Air Payment") of which $30 million is to be used by Holdings
                  to fund its acquisition of Polar Air (the "Polar Air
                  Transaction") and $7 million is to be used by Holdings to make
                  mandatory principal and interest payments required under the
                  GE Capital Loans; provided that, prior to making the Polar Air
                  Payment, Company shall have provided to Administrative Agent,
                  an executed copy of the credit agreement pursuant to which the
                  GE Capital Loans will be made, which credit agreement shall be
                  in form and substance satisfactory to Administrative Agent;
                  provided further that, if the Company elects to make the Polar
                  Air Payment, such Polar Air Payment must be made on or prior
                  to November 7, 2001; provided further, that if the Polar Air
                  Payment is funded and, for any reason, the closing of the
                  Polar Air Transaction does not occur on or before November 7,
                  2001, the Company shall cause Holdings to refund the Polar Air
                  Payment to the Company immediately;"

                  (iii) Subsection 6.5(iii) of the Credit Agreement is hereby
            amended by deleting the reference to "$15 million" in the second and
            fifth lines thereof and substituting a reference to "$5 million"
            therefor.

         1.4 AMENDMENTS TO SECTION 7: EVENTS OF DEFAULT

                  A. Subsection 7.4 of the Credit Agreement is hereby amended by
inserting the text "Holdings or" immediately prior to the text "Company" in the
first and third lines thereof.


                                       3
<PAGE>

                  B. Subsection 7.10 of the Credit Agreement is hereby amended
by deleting clause (y) in the first proviso thereof and substituting the
following therefor:

                  "(y) it shall also be an Event of Default if at any time the
                  Holding Company ceases to own directly 100% of (i) the
                  outstanding capital stock of the Company and (ii) any
                  outstanding Securities (other than capital stock) of the
                  Company entitled to vote in the election of directors of the
                  Company;"

SECTION 2. CONDITIONS TO EFFECTIVENESS

         Section 1 of this Amendment shall become effective as of the date first
set forth above upon the satisfaction of all of the following conditions
precedent (such date being referred to herein as the "THIRD AMENDMENT EFFECTIVE
DATE"):

                  A. Company shall have delivered to Administrative Agent
sufficient originally executed copies for each Lender and its counsel of this
Amendment; Administrative Agent and Requisite Lenders shall each have executed a
counterpart of this Amendment; and Company and Administrative Agent shall have
received written or telephonic notification of such execution by Requisite
Lenders and authorization of delivery thereof;

                  B. Company shall have caused Holdings to deliver to
Administrative Agent an originally executed copy of the Holdings Guaranty; and

                  C. Administrative Agent shall have received from Company, for
distribution to each Lender consenting to this Amendment as of the date
specified by Administrative Agent in proportion to that Lender's Pro Rata Share,
an amendment fee in an amount equal to 0.25% of the Revolving Loan Commitment of
all such consenting Lenders.

SECTION 3. REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Amendment, Company, by
its execution of a counterpart of this Amendment, represents and warrants that
after giving effect to this Amendment (a) no Event of Default or Potential Event
of Default exists under the Credit Agreement, (b) all representations and
warranties contained in the Credit Agreement and the other Loan Documents are
true, correct and complete in all material respects on and as of the date hereof
except to the extent such representations and warranties specifically relate to
an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date, and (c) Company has performed
all agreements to be performed on its part as set forth in the Credit Agreement.

SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
           DOCUMENTS.

                  A. On and after the Third Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement," "thereunder,"
"therein," "thereof" or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement as modified hereby.


                                       4
<PAGE>

                  B. Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.

                  C. The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

SECTION 5. FEES AND EXPENSES

         Company acknowledges that all costs, fees and expenses as described in
subsection 9.2 of the Credit Agreement incurred by Administrative Agent and its
counsel with respect to this Amendment and the documents and transactions
contemplated hereby shall be for the account of Company.

SECTION 6. HEADINGS

         Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.

SECTION 7. APPLICABLE LAW

         THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES 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.

SECTION 8. COUNTERPARTS; EFFECTIVENESS

         This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Amendment (other than the provisions of Section 1 hereof, the
effectiveness of which is governed by Section 2 hereof) shall become effective
upon the execution of a counterpart hereof by Company and Requisite Lenders and
receipt by Company and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.

                  [Remainder of Page Intentionally Left Blank]



                                       5
<PAGE>



NY1:829440.5                                             S-1
                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

         COMPANY:

                                            ATLAS AIR, INC.

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

         ADMINISTRATIVE AGENT:

                                            BANKERS TRUST COMPANY,
                                            AS ADMINISTRATIVE AGENT AND LENDER

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



                                      S-1
<PAGE>



         LENDERS:

                                            CITY NATIONAL BANK

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





                                      S-2
<PAGE>



                                            COMERICA BANK

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



                                      S-3

<PAGE>



                                            FLEET NATIONAL BANK

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





                                      S-4
<PAGE>



                                            GMAC COMMERCIAL CREDIT LLC

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





                                      S-5
<PAGE>



                                            TRANSAMERICA BUSINESS CREDIT CORP.

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



                                      S-6

<PAGE>



                                            UNION BANK OF CALIFORNIA, N.A.

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



                                      S-7

<PAGE>



                                            UNION PLANTERS BANK N.A.

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




                                      S-8
<PAGE>



                                            U.S. BANK

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




                                      S-9

<PAGE>



                                            WELLS FARGO BANK NATIONAL
                                            ASSOCIATION, AS SUCCESSOR IN
                                            INTEREST TO NORWEST BANK COLORADO,
                                            NATIONAL ASSOCIATION AND FIRST
                                            SECURITY BANK

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



                                      S-10
<PAGE>

                                 ATLAS AIR, INC.

                     FOURTH AMENDMENT TO AND LIMITED WAIVER

                               TO CREDIT AGREEMENT

                  This FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
(this "AMENDMENT AND WAIVER") is dated as of December 14, 2001 and entered into
by and among ATLAS AIR, INC., a Delaware corporation ("COMPANY"), the financial
institutions listed on the signature pages hereof ("LENDERS") and Bankers Trust
Company, as administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and is
made with reference to that certain Fourth Amended and Restated Credit Agreement
dated as of April 25, 2000 (as amended to the date hereof, the "CREDIT
AGREEMENT"), by and among Company, Lenders and Administrative Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.

                                    RECITALS

                  WHEREAS, Lenders have agreed to waive compliance with the
covenant set forth in subsection 6.6B of the Credit Agreement for the four
fiscal quarter period ending September 30, 2001; and

                  WHEREAS, Company and Lenders desire to amend the Credit
Agreement to (i) reduce the Revolving Loan Commitments by $35,000,000 to
$140,000,000, (ii) adjust the financial covenants and (iii) make certain other
amendments as set forth below.

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

SECTION 1. WAIVER

         Subject to the terms and conditions set forth herein and in reliance on
the representations and warranties of Company herein contained, Lenders hereby
waive compliance with the provisions of subsection 6.6B of the Credit Agreement
with respect to the four fiscal quarter period ending September 30, 2001 and any
related Events of Default.

SECTION 2. LIMITATION OF WAIVER

         Without limiting the generality of the provisions of subsection 9.6 of
the Credit Agreement, the waiver set forth above shall be limited precisely as
written and relates solely to the noncompliance by Company with the provisions
of subsection 6.6B of the Credit Agreement in the manner and to the extent
described above, and nothing in this Amendment and Waiver shall be deemed to:

                  (a) Constitute a waiver of compliance by Company with respect
            to (i) subsection 6.6B of the Credit Agreement in any other instance
            or (ii) any other term, provision or condition of the Credit
            Agreement or any other instrument or agreement


<PAGE>

            referred to therein (whether in connection with this waiver of
            subsection 6.6B of the Credit Agreement or otherwise); or

                  (b) Prejudice any right or remedy that Administrative Agent or
            any Lender may now have (except to the extent such right or remedy
            was based upon existing defaults that will not exist after giving
            effect to this Amendment and Waiver) or may have in the future under
            or in connection with the Credit Agreement or any other instrument
            or agreement referred to therein.

SECTION 3. AMENDMENTS TO THE CREDIT AGREEMENT

         3.1 AMENDMENTS TO SECTION 1: DEFINITIONS.

         A. Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order:

                  "FOURTH AMENDMENT" means the Fourth Amendment and Limited
                  Waiver dated as of December 14, 2001 entered into by the
                  Company, the Lenders and Administrative Agent with respect to
                  the Agreement.

                  "FOURTH AMENDMENT EFFECTIVE DATE" shall have the meaning set
                  forth in Section 4 of the Fourth Amendment.

         B. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Maximum Note Amount" in its entirety and inserting
the following definition in lieu thereof:

                  MAXIMUM NOTE AMOUNT" means, with respect to any Eligible
                  Aircraft, 70% of the Appraised Value of such Eligible Aircraft
                  based on appraisals obtained pursuant to subsection 5.10 of
                  such Eligible Aircraft made within 30 days prior to the
                  purchase thereof and giving effect to the proposed
                  modifications of such Eligible Aircraft pursuant to a
                  Modification Agreement.

         3.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

                  A. COMMITMENTS; MAKING OF LOANS; NOTES; REGISTER.

                  (i) Subsection 2.1A(ii) of the Credit Agreement is hereby
            amended by deleting each reference to "$175,000,000" contained
            therein and substituting references to "$140,000,000" therefor.

                  (ii) Subsection 2.1A of the Credit Agreement is hereby amended
            by deleting the reference to "$175,000,000" in the last sentence of
            the paragraph immediately following subsection 2.1A(ii) and
            substituting "$140,000,000" therefor.

                  (iii) Subsection 2.1A of the Credit Agreement is hereby
            further amended by deleting the references to "80%" in the fourth,
            seventh and eleventh lines of the


                                       2
<PAGE>

            paragraph immediately following subsection 2.1A(ii) and substituting
            references to "70%" therefor.

                  (iv) Subsection 2.1A of the Credit Agreement is hereby further
            amended by adding the following language at the end of the paragraph
            immediately following subsection 2.1A(ii):

                           "The aggregate principal amount of all Revolving
                  Loans anticipated to be outstanding on the Fourth Amendment
                  Effective Date, after giving effect to the prepayment to be
                  made pursuant to Section 4.3 hereof is $68,106,647.16."

                  (v) Schedule 2.1 to the Credit Agreement is hereby amended by
            deleting said Schedule 2.1 in its entirety and substituting in place
            thereof a new Schedule 2.1 in the form of Annex A to this Amendment
            and Waiver.

                  B. REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN LOANS AND
REVOLVING LOAN COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS.

                  (i) Subsection 2.4B(iii)(a) of the Credit Agreement is hereby
            amended by deleting the reference to "80%" in the second proviso
            thereto and substituting a reference to "70%" therefor.

                  (ii) Subsection 2.4B(iii)(f) of the Credit Agreement is hereby
            amended by deleting the reference to "80%" in the fifth line thereof
            and substituting a reference to "70%" therefor.

                  (iii) Subsection 2.4B(iv)(b) of the Credit Agreement is hereby
            amended by deleting the reference to "80%" in the seventh line
            thereof and substituting a reference to "70%" therefor.

                  C. USE OF PROCEEDS. Subsection 2.5B of the Credit Agreement is
hereby amended by deleting the references to "80%" in the third, eighth and
twelfth lines thereof and substituting references to "70%" therefor.

         3.3 AMENDMENTS TO SECTION 3: CONDITIONS TO LOANS.

                  A. CONDITIONS TO LOANS TO FINANCE AIRCRAFT ACQUISITION.
Subsection 3.2(iv) of the Credit Agreement is hereby amended by deleting the
references to "80%" in the third and sixth lines thereof and substituting
references to "70%" therefor.

                  B. CONDITIONS TO LOANS TO FINANCE CARGO CONVERSION. Subsection
3.3B(i) of the Credit Agreement is hereby amended by deleting the reference to
"80%" in the seventh line thereof and substituting a reference to "70%"
therefor.



                                       3
<PAGE>

         3.4 AMENDMENTS TO SECTION 5: COMPANY'S AFFIRMATIVE COVENANTS.
Subsection 5.10 of the Credit Agreement is hereby amended by deleting such
subsection in its entirety and substituting the following therefor:

                 "5.10 Appraisals. Company will obtain appraisals of each of
                  the Financed Aircraft from two Approved Appraisers, in form
                  and substance satisfactory to Administrative Agent, on or
                  before June 30, 2002 and thereafter, at the request of
                  Administrative Agent or Requisite Lenders (but no more than
                  once each calendar year), Company will obtain appraisals of
                  each of the Financed Aircraft from two Approved Appraisers in
                  form and substance satisfactory to Administrative Agent;
                  provided that, upon the occurrence and during the continuance
                  of an Event of Default, Company will obtain such additional
                  appraisals with respect to the Financed Aircraft as
                  Administrative Agent or Requisite Lenders may request."

         3.5 AMENDMENTS TO SECTION 6: COMPANY'S NEGATIVE COVENANTS

                  A. LIENS AND RELATED MATTERS. Subsection 6.2A(iii) of the
Credit Agreement is hereby amended by deleting such subsection in its entirety
and substituting the following therefor:

                  "(iii) other Liens securing Indebtedness in an amount not to
                  exceed $10 million at any time outstanding; provided that,
                  Liens otherwise permitted by this clause (iii) shall not be
                  permitted with respect to the aircraft with registration
                  numbers N512MC, N808MC and/or N809MC unless such Liens secure
                  Indebtedness incurred after the Fourth Amendment Effective
                  Date (other than Indebtedness incurred after such date under
                  existing credit facilities)."


                                       4
<PAGE>

                  B. MINIMUM INTEREST COVERAGE RATIO. Subsection 6.6A of the
Credit Agreement is hereby amended by deleting the table set forth therein in
its entirety and substituting the following therefor:

<Table>
<Caption>
                FISCAL QUARTER ENDING      MINIMUM INTEREST
                                            COVERAGE RATIO

<S>                                        <C>
                March 31, 2000                2.10:1.00
                June 30, 2000                 2.10:1.00
                September 30, 2000            2.20:1.00
                December 31, 2000             2.20:1.00
                March 31, 2001                2.40:1.00
                June 30, 2001                 2.40:1.00
                September 30, 2001            2.50:1.00
                December 31, 2001             1.90:1.00
                March 31, 2002                1.70:1.00
                June 30, 2002                 1.75:1.00
                September 30, 2002            1.75:1.00
                December 31, 2002             1.75:1.00
                March 31, 2003                2.50:1.00
                June 30, 2003                 2.75:1.00
                September 30, 2003            2.75:1.00
                December 31, 2003             2.75:1.00
                March 31, 2004                2.75:1.00
                June 30, 2004                 2.75:1.00
                September 30, 2004            2.75:1.00
                December 31, 2004             2.75:1.00
                March 31, 2005                2.75:1.00
</Table>

                  C. MAXIMUM LEVERAGE RATIO. Subsection 6.6B of the Credit
Agreement is hereby amended by deleting the table set forth therein in its
entirety and substituting the following therefor:


                                       5
<PAGE>

<Table>
<Caption>
                FISCAL QUARTER ENDING  MAXIMUM LEVERAGE RATIO
<S>                                    <C>
                March 31, 2000               4.75:1.00
                June 30, 2000                4.75:1.00
                September 30, 2000           4.75:1.00
                December 31, 2000            4.75:1.00
                March 31, 2001               4.75:1.00
                June 30, 2001                4.50:1.00
                September 30, 2001           4.50:1.00
                December 31, 2001            6.25:1.00
                March 31, 2002               6.70:1.00
                June 30, 2002                6.40:1.00
                September 30, 2002           6.40:1.00
                December 31, 2002            6.40:1.00
                March 31, 2003               4.25:1.00
                June 30, 2003                4.25:1.00
                September 30, 2003           4.25:1.00
                December 31, 2003            4.00:1.00
                March 31, 2004               4.00:1.00
                June 30, 2004                4.00:1.00
                September 30, 2004           4.00:1.00
                December 31, 2004            3.75:1.00
                March 31, 2005               3.75:1.00
</Table>

SECTION 4. CONDITIONS TO EFFECTIVENESS

         Sections 1 and 3 of this Amendment and Waiver shall become effective as
of the date first set forth above upon the satisfaction of all of the following
conditions precedent (such date being referred to herein as the "FOURTH
AMENDMENT EFFECTIVE DATE").

         4.1 Company shall have delivered to Administrative Agent sufficient
originally executed copies for each Lender and its counsel of this Amendment and
Waiver; Administrative Agent and Requisite Lenders shall each have executed a
counterpart of this Amendment and Waiver; and Company and Administrative Agent
shall have received written or telephonic notification of such execution by
Requisite Lenders and authorization of delivery thereof.

         4.2 Administrative Agent shall have received from Company, for
distribution to each Lender consenting to this Amendment and Waiver as of the
date specified by Administrative Agent in proportion to that Lender's Pro Rata
Share, an amendment fee in an amount equal to



                                       6
<PAGE>

0.25% of the Revolving Loan Commitment of all such consenting Lenders (after
giving effect to the reduction of the Revolving Loan Commitments set forth in
this Amendment and Waiver).

         4.3 Company shall have made a voluntary prepayment of the principal
amount of the Loans in an amount of at least $7,567,406.00. Such prepayment
shall be applied as set forth in Section 2.4 of the Credit Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Amendment and Waiver,
Company, by its execution of a counterpart of this Amendment and Waiver,
represents and warrants that, after giving effect to this Amendment and Waiver
and except as specifically waived by this Amendment and Waiver, (a) no Event of
Default or Potential Event of Default exists under the Credit Agreement, (b) all
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true, correct and complete in all material respects on and as
of the date hereof except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date, and (c)
Company has performed all agreements to be performed on its part as set forth in
the Credit Agreement.

SECTION 6. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
           DOCUMENTS.

         6.1 On and after the Fourth Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit Agreement," "thereunder," "therein,"
"thereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as modified hereby.

         6.2 Except as specifically amended by this Amendment and Waiver, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.

         6.3 The execution, delivery and performance of this Amendment and
Waiver shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

SECTION 7. FEES AND EXPENSES

         Company acknowledges that all costs, fees and expenses as described in
subsection 9.2 of the Credit Agreement incurred by Administrative Agent and its
counsel with respect to this Amendment and Waiver and the documents and
transactions contemplated hereby shall be for the account of Company.




                                       7
<PAGE>
SECTION 8. HEADINGS

         Section and subsection headings in this Amendment and Waiver are
included herein for convenience of reference only and shall not constitute a
part of this Amendment and Waiver for any other purpose or be given any
substantive effect.

SECTION 9. APPLICABLE LAW

         THIS AMENDMENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
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.

SECTION 10. COUNTERPARTS; EFFECTIVENESS

         This Amendment and Waiver may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Amendment and Waiver (other than the provisions of Sections 1 and
3 hereof, the effectiveness of which is governed by Section 4 hereof) shall
become effective upon the execution of a counterpart hereof by Company and
Requisite Lenders and receipt by Company and Administrative Agent of written or
telephonic notification of such execution and authorization of delivery thereof.

                  [Remainder of Page Intentionally Left Blank]


                                       8

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.

         COMPANY:

                                            ATLAS AIR, INC.

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

         ADMINISTRATIVE AGENT:

                                            BANKERS TRUST COMPANY,
                                            AS ADMINISTRATIVE AGENT AND LENDER

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



                                      S-1

<PAGE>



         LENDERS:

                                            CITY NATIONAL BANK

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






                                      S-2
<PAGE>



                                            COMERICA BANK

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




                                      S-3
<PAGE>



                                            FLEET NATIONAL BANK

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




                                      S-4
<PAGE>



                                            GMAC COMMERCIAL CREDIT LLC

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




                                      S-5

<PAGE>



                                            TRANSAMERICA BUSINESS CREDIT CORP.

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





                                      S-6
<PAGE>



                                            UNION BANK OF CALIFORNIA, N.A.

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




                                      S-7
<PAGE>



                                            UNION PLANTERS BANK N.A.

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



                                      S-8


<PAGE>



                                            U.S. BANK

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




                                      S-9
<PAGE>



                                            WELLS FARGO BANK NATIONAL
                                            ASSOCIATION, AS SUCCESSOR IN
                                            INTEREST TO NORWEST BANK COLORADO,
                                            NATIONAL ASSOCIATION AND FIRST
                                            SECURITY BANK

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





                                      S-10
<PAGE>





                                     ANNEX A

                                  SCHEDULE 2.1


<Table>
<Caption>
       LENDER                         COMMITMENT            PRO RATA SHARE
       ------                         ----------            --------------
<S>                                  <C>                       <C>
Bankers Trust Company                $   18,800,000            13.43%
City National Bank                   $    4,000,000             2.86%
Comerica Bank                        $    5,333,333             3.81%
Fleet National Bank                  $   25,333,333            18.09%
GMAC Commercial Credit LLC           $    8,000,000             5.71%
Transamerica Business Credit Corp.   $   20,000,000            14.29%
Union Bank of California, N.A        $   13,200,000             9.43%
Union Planters Bank N.A              $    8,000,000             5.71%
U.S. Bank                            $   18,666,667            13.33%
Wells Fargo National Association     $   18,666,667            13.33%
                                     --------------           ------
TOTAL                                $  140,000,000           100.00%
                                     ==============           ======
</Table>

                               Annex A-1                               EXECUTION