exv10w1





Exhibit 10.1




‘Supplemental Agreement No. 1 (“SA-1”)




to



Purchase Agreement No. 3134



between



The Boeing Company



and



ATLAS AIR, INC



Relating to Boeing Model 747-8 Freighter Aircraft



     THIS SUPPLEMENTAL AGREEMENT, entered into as of October 8, 2009, by and between THE
BOEING COMPANY (Boeing) and ATLAS AIR, INC (Customer);



     WHEREAS, the parties hereto entered into Purchase Agreement No. 3134 dated September 8, 2006
(the Purchase Agreement) relating to Boeing Model 747-8 Freighter aircraft (the
Aircraft); AND



     WHEREAS, Boeing and Customer have agreed to supplement the existing Promotional Support
Agreement;



     NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to
amend the Purchase Agreement as follows:




	1.	 	Letter Agreements:





     1.1 Letter Agreement 6-1162-ILK-0208 to the Purchase Agreement entitled “Promotional Support
Agreement,” (Promo Support Letter Agreement) is deleted in its entirety and the new “Promo
Support Letter Agreement” attached hereto is substituted in lieu thereof to amend the definition of
“Performance Period” in order to extend such period from [*] to a period ending [*].



The rest of this page is intentionally blank.




	 	 	 

	P.A. No. 3134

	 	SA-1, Page 1
	 

	 	BOEING PROPRIETARY





 


[ * ]  Portions of this exhibit
have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.




 









 







The Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof
and as so supplemented will continue in full force and effect.



EXECUTED IN DUPLICATE as of the day and year first written above.




	 	 	 	 	 	 	 	 	 	 	 

	ATLAS AIR, INC	 	 	 	THE BOEING COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 

	 	Mr. William J. Flynn
	 	 	 	 	 	[*]	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Its:

	 	President and Chief Executive Officer
	 	 	 	Its:
	 	Attorney in Fact	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






	 	 	 

	P.A. No. 3134

	 	SA-1, Page 2
	 

	 	BOEING PROPRIETARY











 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	SA
	ARTICLES	 	 	 	NUMBER
	1. 

	 	Quantity, Model and Description
	 	 
	2. 

	 	Delivery Schedule	 	 
	3. 

	 	Price	 	 
	4. 

	 	Payment	 	 
	5. 

	 	Miscellaneous	 	 
	 
	 	 	 	 
	TABLE
	 	 	 	 
	 
	 	 	 	 
	1. 

	 	Aircraft Information Table	 	 
	 
	 	 	 	 
	2. 

	 	Option Aircraft Information Table	 	 
	 
	 	 	 	 
	3. 

	 	Purchase Rights Aircraft Information Table	 	 
	 
	 	 	 	 
	EXHIBIT
	 	 	 	 
	A.

	 	Aircraft Configuration	 	 
	 
	 	 	 	 
	B.

	 	Aircraft Delivery Requirements and Responsibilities	 	 
	 
	 	 	 	 
	SUPPLEMENTAL EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	AE1.

	 	Escalation Adjustment/Airframe and Optional
Features	 	 
	 
	 	 	 	 
	CS1.

	 	Customer Support Variables	 	 
	 
	 	 	 	 
	EE1.

	 	Engine Escalation/Engine Warranty and Patent
Indemnity	 	 
	 
	 	 	 	 
	SLP1.

	 	Product Assurance — First-Look Inspection Program
and Service Life Policy Components	 	 
	 
	 	 	 	 
	LETTER AGREEMENTS
	 	 	 	 
	 
	 	 	 	 
	3134 – 01 

	 	Open Configuration Matters:	 	 
	 
	 	 	 	 
	3134 – 02 

	 	Spare Parts Initial Provisioning	 	 
	 
	 	 	 	 
	RESTRICTED LETTER
	 	 	 	 
	AGREEMENTS
	 	 	 	 
	 
	 	 	 	 
	6-1162-ILK-0203R1

	 	747-8 Freighter Special Matters Letter	 	 
	 
	 	 	 	 
	6-1162-ILK-0204

	 	747-8 Freighter Performance Retention Commitment	 	 
	 
	 	 	 	 
	6-1162-ILK-0205

	 	Airworthiness Directive Cost Participation Program	 	 
	 
	 	 	 	 
	6-1162-ILK-0206

	 	Maintenance Cost Protection Program	 	 






	 	 	 

	P.A. 3134 
	 	 
	TLS

	 	SA 1, Table of Contents, Page ii






 









 





Supplemental Agreement No. 1 to

Purchase Agreement No. 3134




TABLE OF CONTENTS, continued




	 	 	 	 	 
	RESTRICTED LETTER	 	 	 	SA
	AGREEMENTS, continued	 	 	 	NUMBER
	6-1162-ILK-0207

	 	Special Matters relating to [*]	 	 
	 
	 	 	 	 
	6-1162-ILK-0208 R1

	 	Promotional Support Agreement
	 	SA-1
	 
	 	 	 	 
	6-1162-ILK-0209

	 	Aircraft Performance Guarantees	 	 
	 
	 	 	 	 
	6-1162-ILK-0210

	 	Remedy for Deviation from Block Fuel Guarantees	 	 
	 
	 	 	 	 
	6-1162-ILK-0211

	 	Demonstration Flight Waiver	 	 
	 
	 	 	 	 
	6-1162-ILK-0214

	 	Right to Purchase Additional Aircraft	 	 
	 
	 	 	 	 
	6-1162-ILK-0215

	 	Option Aircraft	 	 
	 
	 	 	 	 
	6-1162-ILK-0216

	 	Service Reliability Guarantee	 	 






	 	 	 

	P.A. 3134 
	 	 
	TLS

	 	SA 1, Table of Contents, Page iii







 











 









The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




6-1162-ILK-0208R1




Atlas Air, Inc.

2000 Westchester Avenue




Purchase, NY 10577-2543




	 	 	 

	Subject:

	 	Promotional Support Agreement
	 
	 	 
	Reference:

	 	Purchase Agreement No. 3134 (the Purchase Agreement) between
The Boeing Company (Boeing) and Atlas Air, Inc. (Customer)
relating to Model 747-8 Freighter aircraft (Aircraft).





This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement.
All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase
Agreement.



Recital.



Boeing and Customer wish to enter into an agreement pursuant to which each party will contribute
equally to promotional programs in support of the entry into service of the Aircraft as more
specifically provided below.



Agreement.



1. Definitions.




          1.1 “Covered Aircraft” shall mean those Aircraft identified on Table 1 to the Purchase
Agreement as of the date of signing of this Letter Agreement.




          1.2 “Promotional Support” shall mean marketing and promotion programs in support of
the entry into service of the Covered Aircraft such as marketing research, tourism development,
corporate identity, direct marketing, video tape or still photography, planning, design and
production of collateral materials, management of promotion programs, advertising campaigns or such
other marketing and promotional activities as the parties may mutually agree.




          1.3 “Commitment Limit” shall have the meaning set forth in Article 2, below.




          1.4 “Performance Period” shall mean the period beginning one (1) year before and
ending one (1) year after delivery of the first Covered Aircraft; however, up to [*]
 of the co-branding matching fund will be made available to the airlines for
announcement/marketing
purposes as the North American Launch airline for the 747-8 between the




P.A. No. 3134     
          
          
          
                SA-1, Letter Agreement No. 6-1162-ILK-0208R1, Page 1

Promotional_Support_Agreement


BOEING PROPRIETARY




 









 










6-1162-ILK-0208R1

Page 2



[*] and [*].




          1.5 “Qualifying Third Party Fees” shall mean fees paid by Customer during the
Performance Period to third party providers for Promotional Support provided to Customer during the
Performance Period.



2. Commitment.



As more particularly set forth in this Letter Agreement Boeing agrees to provide Promotional
Support to Customer at a value not to exceed [*] for the first
Covered Aircraft delivered to Customer and not to exceed [*] per
Covered Aircraft for each Covered Aircraft delivered to Customer thereafter (Commitment
Limit).



3. Methods of Performance.



Subject to the Commitment Limit, Customer may elect to receive the Promotional Support in either or
any combination of the following ways:




          3.1 At Customer’s request and with respect to a mutually agreed project, Boeing will provide
Promotional Support during the Performance Period directly to Customer in value equivalent to
Qualifying Third Party Fees.




          3.2 Boeing will reimburse [*] of Customer’s payments of Qualifying Third Party
Fees provided that Customer provides Boeing copies of paid invoices for such Qualifying Third Party
Fees no later than [*] months after the delivery of the first Covered Aircraft. There
will be no cash payments or other support in lieu thereof.



4. Commencement Date.



Boeing’s obligation to provide Promotional Support will commence when the purchase of the Covered
Aircraft becomes firm (not subject to cancellation by either party). For the avoidance of doubt,
the commencement date shall be the later of the date on which the Purchase Agreement is executed by
the Customer and the corporate resolution authorizing the purchase is effective.



5. Project Approval.



Following the execution of this Letter Agreement, a Boeing Airline Marketing Services
representative will meet with Customer’s designated representative to review and approve the
extent, selection, scheduling, and funds disbursement
process for the Promotional Support to be provided pursuant to this Letter Agreement.




P.A. No. 3134     
          
          
          
                SA-1, Letter Agreement No. 6-1162-ILK-0208R1, Page 2

Promotional_Support_Agreement



BOEING PROPRIETARY







 









 













6-1162-ILK-0208R1

Page 3



6. Confidentiality.




          Customer understands that certain commercial and financial information contained in this
Letter Agreement is considered by Boeing as confidential. Customer agrees that it will treat this
Letter Agreement and the information contained herein as confidential and will not, without the
prior written consent of Boeing, disclose this Letter Agreement or any information contained herein
to any other person or entity. In the event that Customer in good faith concludes (based upon an
opinion of counsel) that disclosure of information contained in this Letter Agreement may be
required by applicable law or governmental regulations, Customer shall advise Boeing in writing
prior to such disclosure, if possible, or, if not possible, then promptly upon receiving such order
or upon identifying such need to comply, in order to enable Boeing to take whatever steps it deems
necessary to protect its interests in this regard, and Customer will, in any event, disclose only
that portion of the information which it is legally required to disclose and Customer will use its
reasonable endeavors to protect the confidentiality of such information to the widest extent
possible in the circumstances.



Very truly yours,



THE BOEING COMPANY




	 	 	 	 	 

	By
	 	 	 	 
	 

	 	 

	 	 
	 

	 	[*]	 	 
	 

	 	 

	 	 
	Its

	 	Attorney-In-Fact	 	 
	 

	 	 

	 	 






P.A. No. 3134     
          
          
          
                SA-1, Letter Agreement No. 6-1162-ILK-0208R1, Page 3

Promotional_Support_Agreement



BOEING PROPRIETARY







 









 













6-1162-ILK-0208R1

Page 4



ACCEPTED AND AGREED TO this       date of                                          of 2009.




ATLAS AIR, INC.




	 	 	 	 	 

	 	 	 
	 
	 	 	 	 
	By:

	 	Mr. William J. Flynn	 	 
	 

	 	 

	 	 
	Its:

	 	President and Chief Executive Officer	 	 
	 

	 	 

	 	 






P.A. No. 3134     
          
          
          
                SA-1, Letter Agreement No. 6-1162-ILK-0208R1, Page 4

Promotional_Support_Agreement



BOEING PROPRIETARY