Exhibit 10.1


                         PURCHASE AGREEMENT NUMBER 3134

                                     between

                               THE BOEING COMPANY

                                       and

                                 ATLAS AIR, INC.

                Relating to Boeing Model 747-8 Freighter Aircraft



<PAGE>


TABLE OF CONTENTS

ARTICLES                                                            SA 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. [ * ] Service Life Policy [ * ]


                                       i

<PAGE>



LETTER AGREEMENTS
-------------------

3134 - 01       Open Configuration Matters

3134 - 02       Spare Parts Initial Provisioning

RESTRICTED LETTER AGREEMENTS
-----------------------------

6-1162-ILK-0203        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

6-1162-ILK-0207        Special Matters relating to [ * ]

6-1162-ILK-0208        Promotional Support Agreement

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



                                       ii

<PAGE>



                           Purchase Agreement No. 3134

                                     between

                               The Boeing Company

                                       and

                                 ATLAS AIR, INC.
                            ------------------------



               This  Purchase  Agreement  No. 3134 dated as of September 8, 2006
between The Boeing Company (BOEING) and ATLAS AIR, INC.  (CUSTOMER)  relating to
the  purchase  and sale of Model  747-8  Freighter  aircraft  together  with all
tables, exhibits, supplemental exhibits, letter agreements and other attachments
thereto, if any, (PURCHASE  AGREEMENT)  incorporates the terms and conditions of
the  Aircraft  General  Terms  Agreement  dated as of JUNE  6,1997  between  the
parties, identified as AGTA-TLS (AGTA).

Article 1.     QUANTITY, MODEL AND DESCRIPTION.
               -------------------------------

               The aircraft to be delivered to Customer  will be  designated  as
Model 747-8 Freighter aircraft (the AIRCRAFT).  Boeing will manufacture and sell
to Customer Aircraft  conforming to the configuration  described in Exhibit A in
the quantities listed in Table 1 to the Purchase Agreement.

Article 2.     DELIVERY SCHEDULE.
               -----------------

               The  scheduled  months of delivery of the  Aircraft are listed in
the attached  Table 1.  Exhibit B describes  certain  responsibilities  for both
Customer and Boeing in order to accomplish the delivery of the Aircraft.

Article 3.     PRICE.
               -----

               3.1 AIRCRAFT  BASIC PRICE.  The Aircraft Basic Price is listed in
Table 1 in  subject  to  escalation  dollars.  The  engine  prices for the 747-8
Freighter Aircraft are included in the Airframe Price.

               3.2 ADVANCE PAYMENT BASE PRICES.  The Advance Payment Base Prices
listed  in Table 1 were  calculated  utilizing  the  latest  escalation  factors
available  to Boeing on the date of this  Purchase  Agreement  projected  to the
month of scheduled delivery.



                                       1
<PAGE>


Article 4.     PAYMENT.
               -------

               4.1 Boeing acknowledges  receipt of a deposit in the amount shown
in Table 1 for each Aircraft (DEPOSIT).

               4.2 The  standard  advance  payment  schedule for the Model 747-8
Freighter aircraft requires Customer to make certain advance payments, expressed
in a percentage  of the Advance  Payment Base Price of each  Aircraft  beginning
with a payment of l%, less the Deposit,  on the  effective  date of the Purchase
Agreement for the Aircraft.  Additional  advance  payments for each Aircraft are
due as  specified in and on the first  business day of the months  listed in the
attached Table 1.

               4.3 For any Aircraft  whose  scheduled  month of delivery is less
than 24 months from the date of this  Purchase  Agreement,  the total  amount of
advance  payments due for payment upon signing of this Purchase  Agreement  will
include all advance  payments which are past due in accordance with the standard
advance payment schedule set forth in paragraph 4.2 above.

               4.4 Customer  will pay the balance of the Aircraft  Price of each
Aircraft at delivery.

Article 5.     ADDITIONAL TERMS.
               ----------------

               5.1  EXCUSABLE  DELAY.  Article 7.1 of the basic  articles of the
AGTA is revised to read as follows:

               7.1  GENERAL.  Boeing  will not be  liable  for any  delay in the
scheduled  delivery month of an aircraft or other  performance  under a purchase
agreement  caused  by (i)  acts of God;  (ii) war or  armed  hostilities;  (iii)
government acts or priorities;  (iv) fires, floods, or earthquakes;  (v) strikes
or labor troubles  causing  cessation,  slowdown,  or interruption of work; (vi)
inability,  after due and  timely  diligence,  to  procure  materials,  systems,
accessories,   equipment  or  parts;  (vii)  inability,  after  due  and  timely
diligence, to obtain type certification; or (viii) any other cause to the extent
such cause is beyond  Boeing's  control and not  occasioned by Boeing's fault or
negligence.  A delay  resulting  from any such cause is defined as an  EXCUSABLE
DELAY.

               5.2 AIRCRAFT INFORMATION TABLE. Table 1 consolidates  information
contained  in Articles 1, 2, 3 and 4 with  respect to (i)  quantity of Aircraft,
(ii)  applicable  Detail  Specification,  (iii)  month  and  year  of  scheduled
deliveries,  (iv) Aircraft Basic Price,  (v) applicable  escalation  factors and
(vi) Advance Payment Base Prices and advance payments and their schedules.



                                       2
<PAGE>


               5.3  ESCALATION   ADJUSTMENT/AIRFRAME   AND  OPTIONAL   FEATURES.
Supplemental  Exhibit AE1 contains the applicable airframe and optional features
escalation formula.

               5.4 BUYER FURNISHED  EQUIPMENT  VARIABLES.  Supplemental  Exhibit
BFE1  contains  vendor  selection  dates and other  variables  applicable to the
Aircraft./

               5.5 CUSTOMER SUPPORT VARIABLES.  Information,  training, services
and other things  furnished by Boeing in support of introduction of the Aircraft
into Customer's fleet are described in Supplemental Exhibit CS1.

               5.6 SERVICE LIFE POLICY COMPONENT VARIABLES. Supplemental Exhibit
SLP1 lists the airframe and landing gear components  covered by the Service Life
Policy for the Aircraft (COVERED COMPONENTS).

               5.7 PUBLIC ANNOUNCEMENT. Each of Customer and Boeing reserves the
right  to  make a  public  announcement  regarding  Customer's  purchase  of the
Aircraft  upon  approval  of its  press  release  by the  other  party's  public
relations department or other authorized representative.

               5.8  NEGOTIATED  AGREEMENT;   ENTIRE  AGREEMENT.   This  Purchase
Agreement,  including  the  provisions  of Article  8.2 of the AGTA  relating to
insurance,  and  Article  11 of Part 2 of  Exhibit  C of the  AGTA  relating  to
DISCLAIMER AND RELEASE and EXCLUSION OF  CONSEQUENTIAL  AND OTHER  DAMAGES,  has
been the subject of discussion and negotiation and is understood by the parties;
the Aircraft  Price and other  agreements of the parties stated in this Purchase
Agreement were arrived at in  consideration  of such  provisions.  This Purchase
Agreement, including the AGTA, contains the entire agreement between the parties
and  supersedes   all  previous   proposals,   understandings,   commitments  or
representations  whatsoever, oral or written, and may be changed only in writing
signed by authorized representatives of the parties.

DATED AS OF SEPTEMBER 8, 2006:
            -----------------

ATLAS AIR, INC.                                    THE BOEING COMPANY



                                                   [ * ]
/s/ William J. Flynn
---------------------------------------------      -----------------------------

BY:   Mr. William J. Flynn                         BY:   [ * ]
      ---------------------------------------      -----------------------------

ITS:  President and Chief Executive Officer        ITS:  Attorney In Fact
      ---------------------------------------      -----------------------------


                                       3
<PAGE>





<TABLE>
<CAPTION>

                                   TABLE 1 TO
                           PURCHASE AGREEMENT NO. 3134
               AIRCRAFT INFORMATION TABLE FOR THE 747-8F AIRCRAFT

<S>                                 <C>         <C>                   <C>                                    <C>       <C>
AIRFRAME MODEL/MTOW:                747-8F      970,000 pounds        DETAIL SPECIFICATION:                  D019U020 (7/31/2006)

ENGINE MODEL/THRUST:               GENX-2B67     66,500 pounds        AIRFRAME PRICE BASE YEAR/ESCALATION
                                                                           FORMULA:                           [ * ]         [ * ]

AIRFRAME PRICE:                                 $        [ * ]        ENGINE PRICE BASE YEAR/ESCALATION
                                                                           FORMULA:                            N/A           N/A
OPTIONAL FEATURES:                              $        [ * ]
                                                ---------------

                                                                      AIRFRAME ESCALATION DATA:

SUB-TOTAL OF AIRFRAME AND
   FEATURES:                                    $        [ * ]        BASE YEAR INDEX (ECI):                       [ * ]

ENGINE PRICE (PER AIRCRAFT):                    $        [ * ]        BASE YEAR INDEX (CPI):                       [ * ]

AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE):       $        [ * ]
                                                ===============

BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE:       $            0

SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE:      $            0

REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL
ACCEPT:                                         $        [ * ]

</TABLE>



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                             ESCALATION     ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO
                       ESCALATION                             ESTIMATE                              DELIVERY):
 DELIVERY  NUMBER OF     FACTOR   AIRCRAFT  MANUFACTURER  ADV PAYMENT BASE ---------------------------------------------------------
   DATE     AIRCRAFT   (AIRFRAME)   BLOCK   SERIAL NUMBER   PRICE PER A/P      [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>         <C>       <C>             <C>             <C>         <C>             <C>             <C>
                         [ * ]                                                 [ * ]       [ * ]           [ * ]           [ * ]
Feb-2010       1         [ * ]       A         37562           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37563           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37564           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37565           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37566           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37567           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37561           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37568           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37569           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37570           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
  [ * ]                  [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
  [ * ]        1         [ * ]       A         37571           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
                         [ * ]                                 [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
Oct-2011       1         [ * ]       A         37572           [ * ]           [ * ]       [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


Total:        12



<PAGE>


<TABLE>
<CAPTION>
                                   TABLE 2 TO
                           PURCHASE AGREEMENT NO. 3134
        OPTION AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS


<S>                                <C>           <C>                      <C>                                  <C>        <C>
AIRFRAME MODEL/MTOW:                747-8F       970,000 pounds           DETAIL SPECIFICATION:                D0 19U020 (7/31/2006)

ENGINE MODEL/THRUST:               GENX-2B67     66,500 pounds            AIRFRAME PRICE BASE YEAR/ESCALATION
                                                                               FORMULA:                          [ * ]       [ * ]

AIRFRAME PRICE:                                  $       [ * ]            ENGINE PRICE BASE  YEAR/ESCALATION
                                                                               FORMULA:                           N/A         N/A
OPTIONAL FEATURES:                               $       [ * ]
                                                 --------------

                                                                          AIRFRAME ESCALATION DATA:
SUB-TOTAL OF AIRFRAME AND
   FEATURES:                                     $       [ * ]            BASE YEAR INDEX (ECI):                       [ * ]

ENGINE PRICE (PER AIRCRAFT):                     $       [ * ]            BASE YEAR INDEX (CPI):                       [ * ]

AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE):        $       [ * ]
                                                 ==============

BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE:        $           0

SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE:       $           0

NON-REFUNDABLE DEPOSIT/AIRCRAFT AT DEF
AGREEMT:                                         $       [ * ]

</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                           ESCALATION
                       ESCALATION                           ESTIMATE
  DELIVERY   NUMBER OF   FACTOR                         ADV PAYMENT BASE     ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO
    DATE     AIRCRAFT  (AIRFRAME)                         PRICE PER A/P                           DELIVERY):
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>          <C>        <C>          <C>              <C>          <C>             <C>             <C>
                                                                              [ * ]        [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------
                                                                              [ * ]        [ * ]           [ * ]           [ * ]
   [ * ]      [ * ]      [ * ]      [ * ]      [ * ]         [ * ]            [ * ]        [ * ]           [ * ]           [ * ]
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


TOTAL:        [ * ]




<PAGE>



                                   TABLE 3 TO
                           PURCHASE AGREEMENT NO. 3134
                   PURCHASE RIGHTS AIRCRAFT INFORMATION TABLE

Customer may elect to exercise up to [ * ] Purchase Rights Aircraft for delivery
from [ * ] through [ * ], inclusive.

Such election  will require a minimum of [ * ] written  notice from the month of
requested  delivery and will be subject to available  position (STAP) subject to
conditions as follows:

               1.1.1      purchase  rights  are  offered  to  Customer on a non-
                          exclusive basis;

               1.1.2      the  terms  and  conditions  of Article 3. (PRICE) are
                          applicable as follows:

                      1.1.2.1   The Airframe Price,  Optional Features Price and
                                Aircraft   Basic   Price  will  be  adjusted  to
                                Boeing's  then current  prices for such elements
                                as of the date of  execution  of the  definitive
                                purchase  agreement  for the  aircraft for which
                                the purchase rights are exercised.

                      1.1.2.2   The escalation  indices and methodology  used to
                                estimate the Advance Payment Base Prices will be
                                adjusted to Boeing's then current provisions for
                                such elements as of the date of execution of the
                                definitive purchase agreement.

REMAINING PURCHASE RIGHTS FOR AIRCRAFT WITH DELIVERY TO OCCUR FROM [ * ] THROUGH
[ * ], INCLUSIVE: [ * ]




<PAGE>

                             AIRCRAFT CONFIGURATION

                                     between

                               THE BOEING COMPANY

                                       and

                                 ATLAS AIR, INC.

                   Exhibit A to Purchase Agreement Number 3134



                                       A
<PAGE>




                             AIRCRAFT CONFIGURATION

                               Dated DECEMBER 2005

                                   relating to

                 BOEING MODEL 747-8 FREIGHTER (747-8 F) AIRCRAFT

The  Customer  Airplane  Description  is based on  Boeing  Airplane  Description
D019U022 dated 90 days after firm configuration.  Such Airplane Description will
be comprised of Boeing Airplane Description D019U020, Revision C, dated July 31,
2006 (BASELINE SPECIFICATION), or later Boeing Airplane Description version then
released,  as amended to  incorporate  the Options  accepted by Customer as more
fully  discussed in Letter  Agreement  3134,  Open  Configuration  Matters (OPEN
CONFIGURATIONS MATTER LETTER). The [ * ] on the Aircraft will be equal or better
than that [ * ].

            The Detail  Specification is the Baseline  Specification and will be
revised to include  Options  accepted by Customer as more fully discussed in the
Open Configurations  Matter Letter.  Customer will have the chance to make input
on [ * ].

The  Aircraft  Basic  Price  does not  include an  estimated  price or price for
Options, Buyer Furnished Equipment or Seller Purchased Equipment.



                                       A
<PAGE>

               AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                     between

                               THE BOEING COMPANY

                                       and

                                 ATLAS AIR, INC.

                   Exhibit B to Purchase Agreement Number 3134





                                       B
<PAGE>




               AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                   relating to

                      BOEING MODEL 747-8 FREIGHTER AIRCRAFT

Both   Boeing   and   Customer   have   certain   documentation   and   approval
responsibilities  at various times during the  construction  cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft. This Exhibit
B documents those responsibilities and indicates Boeing's recommended completion
deadlines for the actions to be accomplished.

         1. GOVERNMENT DOCUMENTATION REQUIREMENTS.

Certain actions are required to be taken by Customer in advance of the scheduled
delivery  month of each  Aircraft with respect to obtaining  certain  government
issued documentation.

                  1.1      AIRWORTHINESS AND REGISTRATION DOCUMENTS.

                           Not  later  than  [ * ]  PRIOR  TO  DELIVERY  of each
                           Aircraft.   Customer   will   notify  Boeing  of  the
registration number to be painted on the side of the Aircraft. In addition,  and
not later than [ * ] PRIOR TO  DELIVERY  of each  Aircraft,  Customer  will,  by
letter to the regulatory authority having jurisdiction,  authorize the temporary
use of such  registration  numbers by Boeing during the pre-delivery  testing of
the Aircraft.

Customer is responsible  for furnishing any Temporary or Permanent  Registration
Certificates  required by any governmental  authority having  jurisdiction to be
displayed aboard the Aircraft after delivery.

                  1.2      CERTIFICATE OF SANITARY CONSTRUCTION.

                           NON-U.S. REGISTERED AIRCRAFT.  Customer requires, and
Boeing  will  provide  Customer  as  a   "no cost"  option,  a   United   States
Certificate of Sanitary  Construction  at the  time of delivery of the Aircraft.
Boeing will obtain the Certificate from the United States Public Health  Service
and present it to Customer at the time of Aircraft delivery.



                                       B-1
<PAGE>



                  1.3      CUSTOMS DOCUMENTATION.
                           ----------------------

                           1.3.1    IMPORT DOCUMENTATION.  If  the  Aircraft  is
intended to be exported from the United States.  Customer must notify Boeing not
later than [ * ] PRIOR TO DELIVERY of each  Aircraft of any  documentation  from
Boeing required from Boeing by the customs authorities or by any other agency of
the country of import.

                           1.3.2    GENERAL   DECLARATION  -  U.S.   If   the
Aircraft is intended to be exported from the United States,  Boeing will prepare
Customs  Form  7507,  General   Declaration,   for  execution  by  U.S.  Customs
immediately  prior to the  ferry  flight  of the  Aircraft.  For  this  purpose,
Customer  will  furnish  to Boeing not later  than [ * ] PRIOR TO  DELIVERY  all
information  required by U.S.  Customs or U.S.  Immigration  and  Naturalization
Service,  including  without  limitation  (i) a complete crew and passenger list
identifying the names,  birth dates,  passport  numbers and passport  expiration
dates of all crew and  passengers  and (ii) a complete  ferry flight  itinerary,
including point of exit from the United States for the Aircraft.

If Customer intends,  during the ferry flight of an Aircraft,  to land at a U.S.
airport  after  clearing  Customs at delivery,  Customer  must notify Boeing not
later than [ * ] PRIOR TO DELIVERY of such  intention.  If Boeing  receives such
notification,  Boeing will  provide to Customer  the  documents  constituting  a
Customs  permit to proceed,  allowing  such  Aircraft  to depart  after any such
landing.  Sufficient  copies  of  completed  Form  7507,  along  with  passenger
manifest,  will be furnished to Customer to cover U.S.  stops  scheduled for the
ferry flight.

                           1.3.3    EXPORT  DECLARATION  - U.S. If the  Aircraft
is intended to be exported  from the United  States,  Boeing will  prepare  Form
7525V and, [ * ], will submit  such Form to U.S.  Customs in Seattle in order to
obtain  clearance for the departure of the Aircraft,  including any cargo,  from
the United States.  U.S. Customs will deliver the Export Declaration to the U.S.
Department of Commerce after export.

         2. INSURANCE CERTIFICATES.

                  Unless provided  earlier,  Customer will provide to Boeing not
later  than [ * ]  PRIOR  TO  DELIVERY  of the  first  Aircraft,  a copy  of the
requisite  annual  insurance  certificate in accordance with the requirements of
Article 8 of the AGTA.



                                       B-2
<PAGE>



         3. NOTICE OF FLYAWAY CONFIGURATION.

                  Not  later  than [ * ]  PRIOR  TO  DELIVERY  of the  Aircraft,
Customer  will provide to Boeing a  configuration  letter  stating the requested
"flyaway configuration" of the Aircraft for its ferry flight. This configuration
letter should include:

                  (i) the name of the company  which is to furnish  fuel for the
         ferry  flight and any  scheduled  post-delivery  flight  training,  the
         method of payment for such fuel. and fuel load for the ferry flight;

                  (ii) the  cargo to be  loaded  and where it is to be stowed on
         board the  Aircraft,  the address  where  cargo is to be shipped  after
         flyaway and notification of any hazardous  materials  requiring special
         handling;

                  (iii) any BFE  equipment  to be removed  prior to flyaway  and
         returned to Boeing BFE stores for installation on Customer's subsequent
         Aircraft;

                  (iv) a  complete  list of names and  citizenship  of each crew
         member and  non-revenue  passenger who will be aboard the ferry flight;
         and

                  (v) a complete ferry flight itinerary.

         4. DELIVERY ACTIONS BY BOEING.

                  4.1 SCHEDULE OF INSPECTIONS. All FAA, Boeing, Customer and, if
required,  U.S.  Customs  Bureau  inspections  will be  scheduled  by Boeing for
completion  prior to delivery or departure  of the  Aircraft.  Customer  will be
informed of such schedules [ * ].

                  4.2 SCHEDULE OF  DEMONSTRATION  FLIGHTS.  All FAA and Customer
demonstration  flights  will be  scheduled  by Boeing  for  completion  prior to
delivery of the Aircraft.

                  4.3 SCHEDULE FOR  CUSTOMER'S  FLIGHT CREW.  Boeing will inform
Customer  of the date that a flight  crew is required  for  acceptance  routines
associated with delivery of the Aircraft.

                  4.4 FUEL PROVIDED BY BOEING.  Boeing will provide to Customer,
without charge,  the amount of fuel shown in U.S. gallons in the table below for
the model of Aircraft  being  delivered  and full  capacity of engine oil at the
time of delivery or prior to the ferry flight of the Aircraft.

AIRCRAFT MODEL                               FUEL PROVIDED
---------------                            -----------------

747                                              [ * ]



                                       B-3
<PAGE>



                  4.5 FLIGHT CREW AND PASSENGER CONSUMABLES. Boeing will provide
reasonable  quantities of food, coat hangers,  towels,  toilet tissue,  drinking
cups and soap for the first segment of the ferry flight for the Aircraft.

                  4.6  DELIVERY  PAPERS,  DOCUMENTS  AND DATA.  Boeing will have
available  at the time of  delivery of the  Aircraft  certain  delivery  papers,
documents and data for execution and delivery. If title for the Aircraft will be
transferred  to Customer  through a Boeing sales  subsidiary and if the Aircraft
will be registered  with the FAA,  Boeing will  pre-position  in Oklahoma  City,
Oklahoma  for filing  with the FAA at the time of  delivery  of the  Aircraft an
executed  original Form 8050-2,  Aircraft Bill of Sale,  indicating  transfer of
title  to the  Aircraft  from  Boeing's  sales  subsidiary  to  Customer.  It is
understood  by the parties that the  Convention  on  International  Interests in
Mobile  Equipment  and the  Protocol to the  Convention  on Matters  Specific to
Aircraft  Equipment and the regulations  issued  thereunder  (collectively,  the
"Cape Town  Convention")  will be  applicable  to the  Purchase  Agreement.  The
parties agree that each shall  appoint an  administrator  and/or a  professional
registry user entity,  as applicable,  that can consent to the  registration  of
Customer's  international  interest  in  the  Aircraft  with  the  international
registry located in Dublin,  Ireland (the  "International  Registry").  Further,
Boeing shall consent to Customer's filing of its  international  interest in the
Aircraft  after  passage of title to the Aircraft  from Boeing to the  Customer,
provided that such filing is correct and complete.

                  4.7  DELEGATION OF  AUTHORITY.  If  specifically  requested in
advance by  Customer,  Boeing will present a certified  copy of a Resolution  of
Boeing's Board of Directors,  designating and authorizing certain persons to act
on its behalf in connection with delivery of the Aircraft.

         5. DELIVERY ACTIONS BY CUSTOMER.

                  5.1 AIRCRAFT RADIO STATION LICENSE.  At delivery Customer will
provide its Aircraft  Radio  Station  License to be placed on board the Aircraft
following delivery.

                  5.2.  AIRCRAFT  FLIGHT LOG. At delivery  Customer will provide
the Aircraft Flight Log for the Aircraft.

                  5.3  DELEGATION OF AUTHORITY.  Customer will present to Boeing
at  delivery  of the  Aircraft  an  original  or  certified  copy of  Customer's
Delegation of Authority  designating and  authorizing  certain persons to act on
its behalf in connection with delivery of the specified Aircraft.




                                       B-4
<PAGE>


                             ESCALATION ADJUSTMENT

                         AIRFRAME AND OPTIONAL FEATURES
                     --------------------------------------

                                     between

                               THE BOEING COMPANY

                                       and

                                 ATLAS AIR, INC.

           Supplemental Exhibit AE1 to Purchase Agreement Number 3134

FOR MODEL 747-8 FREIGHTER AIRCRAFT: THE AIRFRAME PRICE INCLUDES THE ENGINE PRICE
                           AT ITS BASIC THRUST LEVEL.



                                      AE1

<PAGE>

1.       FORMULA
        ----------

         Airframe  and  Optional  Features  price  adjustments  (Airframe  Price
Adjustment) are used to allow prices to be stated in current year dollars at the
signing  of this  Purchase  Agreement  and to  adjust  the  amount to be paid by
Customer at delivery for the effects of economic fluctuation. The Airframe Price
Adjustment  will be  determined  at the time of Aircraft  delivery in accordance
with the following formula:

         Pa = [ * ]

         Where:

                 Pa =               Airframe   Price  Adjustment.   (For  Models
                                    717-200, 737-600, 737-700, 737-800, 737-900,
                                    747-8,  777-200LR,  777-F, and 777-300ER the
                                    Airframe  Price includes the Engine Price at
                                    its basic thrust level.)

                  P =               Airframe  Price  plus  the  price   of   the
                                    Optional   Features (as set forth in Table 1
                                    of this Purchase Agreement).
                                           L =       [ * ]

                                    Where:

                                    [ * ]  is the base year airframe  escalation
                                    index (as set  forth  in  Table  1  of  this
                                    Purchase Agreement);

                                    [ * ] is the three-month  arithmetic average
                                    value  of   [ * ]  for  October,   November,
                                    and December [ * ], using [ * ];

                                    [ * ] is the three-month  arithmetic average
                                    value  of   [ * ]  for  October,  November,
                                    and December [ * ], using the [ * ]; and

                                    [ * ] is a value  determined  using the U.S.
                                    Department   of   Labor,   Bureau  of  Labor
                                    Statistics,    [   *   ],    calculated   by
                                    establishing   a   three-month    arithmetic
                                    average  value  (expressed  as a decimal and
                                    rounded  to the  nearest  tenth)  using  the
                                    values for the 11th,  12th,  and 13th months
                                    prior to the month of scheduled  delivery of
                                    the applicable Aircraft. As the [ * ] values
                                    are only


                                     AE1-1

<PAGE>



                                    released  on a  quarterly  basis,  the value
                                    released for the first  quarter will be used
                                    for the  months of  January,  February,  and
                                    March;  the value  released  for the  second
                                    quarter  will be  used  for  the  months  of
                                    April, May, and June; the value released for
                                    the  third  quarter  will  be  used  for the
                                    months of July, August,  and September;  the
                                    value  released for the fourth  quarter will
                                    be used for the months of October, November,
                                    and December.
                                           M =       [ * ]

                                    Where:

                                    [ * ]  is  the base year airframe escalation
                                    index (as  set  forth  in  Table  1 of  this
                                    Purchase Agreement); and

                                    [ * ] is a value  determined  using the U.S.
                                    Department   of   Labor,   Bureau  of  Labor
                                    Statistics,  [ * ],  calculated as a 3-month
                                    arithmetic  average of the released  monthly
                                    values  (expressed  as a decimal and rounded
                                    to the nearest  tenth)  using the values for
                                    the 11th, 12th, and 13th months prior to the
                                    month   of   scheduled   delivery   of   the
                                    applicable Aircraft.

                  As an example,  for an Aircraft  scheduled  to be delivered in
                  the month of July, the months of June, July, and August of the
                  preceding  year will be utilized in  determining  the value of
                  ECI-R and CPI.

Note:    i.       In  determining  the values of L and M, all  calculations  and
         resulting  values will be expressed as a decimal rounded to the nearest
         ten-thousandth.

         ii. [ * ] is the  numeric  ratio  attributed  to labor in the  Airframe
         Price Adjustment formula.

         iii. [ * ] is the numeric ratio attributed to materials in the Airframe
         Price Adjustment formula.

         iv. The denominators  (base year indices) are the actual average values
         reported by the U.S.  Department of Labor,  Bureau of Labor Statistics.
         The  actual  average  values  are  calculated  as a 3-month  arithmetic
         average of the  released  monthly  values  (expressed  as a decimal and
         rounded to the nearest tenth) using the values for the 11th,  12th, and
         13th months prior to the airframe


                                     AE1-1

<PAGE>


         base year. The applicable  base year and  corresponding  denominator is
         provided by Boeing in Table 1 of this Purchase Agreement.

         v. The final value of Pa will be rounded to the nearest dollar.

         vi. The Airframe Price Adjustment will not be made if it will result in
a decrease in the Aircraft Basic Price.

2. VALUES TO BE UTILIZED IN THE EVENT OF UNAVAILABILITY.

         2.1 If  the  Bureau  of  Labor  Statistics  substantially  revises  the
methodology used for the determination of the values to be used to determine the
[ * ] values (in  contrast to  benchmark  adjustments  or other  corrections  of
previously released values), or for any reason has not released values needed to
determine the applicable  Airframe Price Adjustment,  the parties will, prior to
the  delivery of any such  Aircraft,  select a  substitute  from other Bureau of
Labor   Statistics   data  or  similar   data   reported   by   non-governmental
organizations.  Such substitute will result in the same  adjustment,  insofar as
possible,  as would have been calculated  utilizing the original values adjusted
for fluctuation during the applicable time period.  However, if within 24 months
after  delivery of the Aircraft,  the Bureau of Labor  Statistics  should resume
releasing  values  for  the  months  needed  to  determine  the  Airframe  Price
Adjustment,  such values will be used to  determine  any increase or decrease in
the Airframe Price  Adjustment for the Aircraft from that determined at the time
of delivery of the Aircraft.

         2.2  Notwithstanding  Article  2.1  above,  if prior  to the  scheduled
delivery  month of an Aircraft the Bureau of Labor  Statistics  changes the base
year for  determination  of the [ * ] values as  defined  above,  such  re-based
values will be incorporated in the Airframe Price Adjustment calculation.

         2.3 In the event  escalation  provisions  are made  non-enforceable  or
otherwise  rendered  void by any agency of the  United  States  Government,  the
parties  agree,  to the extent they may lawfully do so, to equitably  adjust the
Aircraft Price of any affected Aircraft to reflect an allowance for increases or
decreases  consistent  with the  applicable  provisions  of  paragraph 1 of this
Supplemental  Exhibit AE1 in labor  compensation  and material  costs  occurring
since  August of the year  prior to the price  base year  shown in the  Purchase
Agreement.

         2.4 If within  12 months of  Aircraft  delivery,  the  published  index
values  are  revised  due to an  acknowledged  error  by  the  Bureau  of  Labor
Statistics,  the  Airframe  Price  Adjustment  will be  re-calculated  using the
revised index values (this does not include those values noted as preliminary by
the Bureau of Labor  Statistics).  A credit  memorandum or supplemental  invoice
will be issued for the Airframe Price  Adjustment  difference.  Interest charges
will not  apply  for the  period  of  original  invoice  to  issuance  of credit
memorandum or supplemental invoice.

NOTE:    i.       The values   released  by the Bureau of Labor  Statistics  and
         available  to  Boeing  [ * ]  prior  to  the first day of the scheduled
         delivery month of an

                                     AE1-1


<PAGE>



         Aircraft will be used to determine the [ * ] values for the  applicable
         months  (including  those noted as  preliminary  by the Bureau of Labor
         Statistics) to calculate the Airframe Price Adjustment for the Aircraft
         invoice at the time of delivery.  The values will be  considered  final
         and no Airframe Price  Adjustments will be made after Aircraft delivery
         for any subsequent changes in published Index values, subject always to
         paragraph 2.4 above.

         ii.  The  maximum  number of digits to the right of the  decimal  after
         rounding utilized in any part of the Airframe Price Adjustment equation
         will be 4, where  rounding of the fourth digit will be increased to the
         next highest digit when the 5th digit is equal to 5 or greater.


                                     AE1-1


<PAGE>



                           CUSTOMER SUPPORT VARIABLES

                                     between

                               THE BOEING COMPANY

                                       and

                                 ATLAS AIR, INC.

           Supplemental Exhibit CS1 to Purchase Agreement Number 3134



                                      CS1

<PAGE>



                           CUSTOMER SUPPORT VARIABLES

                                   relating to

                      BOEING MODEL 747-8 FREIGHTER AIRCRAFT

Customer and Boeing will conduct  planning  conferences  approximately 12 months
before delivery of the first Aircraft,  or as otherwise  agreed,  to develop and
schedule a  customized  Customer  Support  Program to be  furnished by Boeing in
support of the Aircraft.

The customized  Customer  Services  Program will be based upon and equivalent to
the entitlements summarized below.

1.       MAINTENANCE TRAINING.

         1.1      Airplane General  Familiarization Course; [ * ] class of [ * ]
                  students;

         1.2      Mechanical/Power  Plant Systems Course; [ * ] classes of [ * ]
                  students;

         1.3      Electrical Systems Course; [ * ] classes of [ * ] students;

         1.4      Avionics Systems Course; [ * ] classes of [ * ] students;

         1.5      Corrosion  Prevention & Control  Course:  [ * ] class of [ * ]
                  students;

         1.6      Aircraft Rigging Course; [ * ] class of [ * ] students;

         1.7      Composite Repair for Technicians - Basic; [ * ] class of [ * ]
                  students;

         1.8      Cargo Loading Course - [ * ] class of [ * ] students.

         1.9      Training  materials  will  be  provided  to each  student.  In
                  addition,  one set of  training  materials  used  in  Boeing's
                  training  program,   including  visual  aids,  Computer  Based
                  Training    Courseware,    instrument   panel   wall   charts,
                  text/graphics,  video programs,  etc. will be provided for use
                  in Customer's own training program.

         1.10     Wherever  possible  and upon  request by  Customer,  preceding
                  shall be held at Customer's  facilities  located in the United
                  States of America.


                                     CS1-1

<PAGE>


2. FLIGHT TRAINING.

         2.1      Transition training for [ * ] flight crews ([ * ] pilots) in [
                  * ]  classes.  The  training  will  consist  of ground  school
                  (utilizing  computer based  training),  fixed base  simulator,
                  full  flight   simulator  and  actual  aircraft   training  on
                  Customer's Aircraft.

         2.2      Flight Dispatcher training; [ * ] classes of [ * ] students;

         2.3      Flight Attendant training; [ * ] classes of [ * ] students;

         2.4      Performance  Engineer training in Boeing's regularly scheduled
                  courses; schedules are published twice yearly.

         2.5      Training  materials  will  be  provided  to each  student.  In
                  addition,  one set of training  materials  as used in Boeing's
                  training  program,   including  visual  aids,  Computer  Based
                  Training    Courseware,    instrument   panel   wall   charts,
                  text/graphics,  video programs, Flight Attendant Manuals, etc.
                  will be provided for use in Customer's own training program.

         2.6      Additional Flight Operations Services:

                  a.       Boeing  flight crew  personnel  to assist in ferrying
                           the first aircraft to Customer's main base;

                  b.       Instructor pilots for [ * ] calendar days for revenue
                           service training assistance;

                  c.       An  instructor  pilot to visit  Customer [ * ] months
                           after revenue service  training to review  Customer's
                           flight crew operations for a [ * ] week period.


                                     CS1-2


<PAGE>


3.       PLANNING ASSISTANCE.

         3.1      MAINTENANCE AND GROUND OPERATIONS.

                  Upon  request,  Boeing  will  visit  Customer's  main  base to
                  evaluate    aircraft    maintenance    facilities,     develop
                  recommendations and assist in maintenance planning.

         3.2      SPARES.
                  ------

                  a)       RECOMMENDED SPARES PARTS LIST (RSPL)
                           customized  RSPL, data and documents will be provided
                           to  identify  spare  parts  required  for  Customer's
                           support  program nine months  before first  aircraft.
                           When available,  the RSPL for the basic configuration
                           747-8 freighter  aircraft shall be provided by Boeing
                           to the Customer.

                  b)       ILLUSTRATED PARTS CATALOG (IPC)
                           A customized  IPC in accordance  with ATA 100 will be
                           provided.

                  c)       PROVISIONING TRAINING
                           Provisioning training will be provided for Customer's
                           personnel at Boeing's facilities, where documentation
                           and technical  expertise are  available.  Training is
                           focused  on  the  initial  provisioning  process  and
                           calculations reflected in the Boeing RSPL.

                  d)       SPARES PROVISIONING CONFERENCE
                           A provisioning conference will be conducted, normally
                           at  Boeing's  facilities  where  technical  data  and
                           personnel are available but may be held at Customer's
                           facilities in the United States of America.

4:       TECHNICAL DATA AND DOCUMENTS

         4.1. FLIGHT OPERATIONS.
              Airplane Flight Manual
              Operations Manual
              Quick Reference Handbook
              Weight and Balance Manual
              Dispatch Deviation Procedures Guide
              Flight Crew Training Manual
              Performance Engineer's Manual
              Jet Transport Performance Methods
              FMC Supplemental Data Document
              Operational Performance Software
              Fault Reporting Manual
              ETOPS Guide Vol. III


                                     CS1-3


<PAGE>


                  Flight Planning and Performance Manual

         4.2.     MAINTENANCE.
                  Aircraft Maintenance Manual
                  Wiring Diagram Manual
                  Systems Schematics Manual
                  Connector Part Number Options Document
                  Structural Repair Manual
                  Overhaul/Component Maintenance Manual
                  Standard Overhaul Practices Manual
                  Standard Wiring Practices Manual
                  Non-Destructive Test Manual
                  Service Bulletins and Index
                  Corrosion Prevention Manual
                  Fault Isolation Manual
                  Fuel Measuring Stick Calibration Document
                  Power Plant Buildup Manual
                  Central Maintenance Computer System Reporting Table
                  In Service Activity Report
                  All Operator Letters
                  Service Letters
                  Structural Item Interim Advisory
                  Maintenance Tips
                  Combined Index
                  Baggage/Cargo Loading Manual (747 and 767 Aircraft)

         4.3.     MAINTENANCE PLANNING.
                  Maintenance Planning Data Document
                  Maintenance Planning Data Tasks Masterfile
                  Maintenance Task Cards and Index
                  Maintenance Inspection Intervals Report
                  ETOPS Guide Vol. II
                  Configuration Maintenance and Procedures for Extended Range
                  Operations

         4.4.     SPARES.
                  Illustrated Parts Catalog
                  Standards Books

         4.5.     FACILITIES AND EQUIPMENT PLANNING.
                  Facilities and Equipment
                  Planning Document
                  Special Tool and Ground Handling Equipment Drawings and Index
                  Supplementary Tooling Documentation
                  Illustrated Tool and Equipment List/Manual
                  Aircraft Recovery Document
                  Airplane Characteristics for Airport Planning Document


                                     CS1-4

<PAGE>


                  Airplane Rescue and Fire Fighting Document
                  Engine Handling Document
                  ETOPS Guide Vol. I

         4.6.     SUPPLIER TECHNICAL DATA.
                  Service Bulletins
                  Ground Support Equipment Data
                  Provisioning Information
                  Component Maintenance/Overhaul Manuals and Index
                  Publications Index
                  Product Support Supplier Directory





                                     CS1-5


<PAGE>




                               ENGINE ESCALATION,
                      ENGINE WARRANTY AND PATENT INDEMNITY

                                     between

                               THE BOEING COMPANY

                                       and

                                 ATLAS AIR, INC.

 Supplemental Exhibit EE1 to Purchase Agreement Number 3134 (PURCHASE AGREEMENT)



                                      EE1


<PAGE>



                               ENGINE ESCALATION,
                      ENGINE WARRANTY AND PATENT INDEMNITY

                                   relating to

                      BOEING MODEL 747-8 Freighter AIRCRAFT

1. ENGINE ESCALATION.  No separate engine escalation  methodology is defined for
the 747-8 Freighter  Aircraft.  Pursuant to the Purchase  Agreement,  the engine
prices for these  Aircraft  are  included in and will be  escalated  in the same
manner as the Airframe Price.

2. ENGINE  WARRANTY AND PRODUCT  SUPPORT PLAN.  Boeing has obtained from General
Electric  Company (GE) GE's guarantee  that GE will extend  directly to Customer
GE's warranty,  special  guarantees and product  support  services  (hereinafter
collectively  referred to as the "WARRANTY");  subject,  however,  to Customer's
acceptance of the conditions set forth in the Warranty.

In  consideration  for Boeing's  having  obtained GE's  guarantee to provide the
Warranty  directly to the  Customer,  Customer  hereby  releases and  discharges
Boeing from any and all claims,  obligations and liabilities  whatsoever arising
out of the purchase or use of such Engines and Customer hereby waives,  releases
and renounces all its rights in all such claims,  obligations  and  liabilities.
THE WARRANTY GE EXTENDS DIRECTLY TO CUSTOMER IS EXCLUSIVE, AND IS IN LIEU OF ALL
OTHER  WARRANTIES  WHETHER  WRITTEN.  ORAL  OR  IMPLIED.  THERE  ARE NO  IMPLIED
WARRANTIES OF FITNESS OR MERCHANTABILITY.


                                      EE1


<PAGE>



                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543

                                Subject:         Supplemental Exhibit SLP1
                                                 [ * ] Service Life Policy [ * ]
     [GRAPHIC OMITTTED]
                                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 (the
                                                 AIRCRAFT)

                                This 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.

                                [ * ] warranty  period for each Boeing Product
                                through the first occurrence of Customer's
                                inspection of each such Boeing Product. [ * ]
                                the parties agree as follows.

                                1.0   WARRANTY PERIOD.

                                Article 3 of Part 2 of Exhibit C to the AGTA is
                                [ * ]:

                                    "3.1     WARRANTY.  The  warranty  period
                                             begins on the date of aircraft or
                                             Boeing Product delivery  DELIVERY)
                                             and ends at the applicable time
                                             specified in subsections 3.1(i)
                                             through 3.1(iii) below:

                                    (i)      for Boeing aircraft models 777-200,
                                             -300, 737-600, -700, -800, -900,
                                             787 or new aircraft models designed
                                             and manufactured with similar, new
                                             technology the warranty period ends
                                             [ * ] after Delivery;
                                    (ii)     for   747-8   Freighter    Customer
                                             Aircraft,  the warranty period ends
                                             [  * ]  after  Delivery;
                                    (iii)    in addition, for a Boeing  Product
                                             installed  at the time of delivery
                                             in a 747-8 Freighter Customer
                                             Aircraft but not inspected during
                                             the initial [ * ] warranty period,
                                             the warranty period continues until
                                             the date upon which Customer first
                                             inspects such Boeing Product
                                             pursuant to its Boeing Maintenance
                                             Planning Data Document but not
                                             later than [ * ] of such 747-8
                                             Customer Aircraft;
                                    (iv)     for any other Boeing aircraft model
                                             the warranty period ends [  * ]
                                             after Delivery."



<PAGE>




                                3.0   CUSTOMER'S OBLIGATIONS.

                                     Article  6.2 of Part 2 of  Exhibit C to the
                                     AGTA is [ * ] the following provision:
     [GRAPHIC OMITTED]
                                    "(xi)    for   747-8   Freighter    Customer
                                             Aircraft claims submitted after the
                                             [ * ] warranty period, the specific
                                             reference    within    the   Boeing
                                             Maintenance  Planning Data Document
                                             to the inspection  requirement  for
                                             such Boeing Product."

                                4.0   SERVICE LIFE POLICY.

                                     Article 2.2 of Part 3 of  Exhibit  C to the
                                     AGTA is amended to read as follows:

                                              "2.2.1 The  policy  period for SLP
                                      Components   initially   installed  on  an
                                      aircraft  is  [  * ]  after  the  date  of
                                      delivery of the  aircraft  except that for
                                      SLP  components  initially  installed on a
                                      747-8  Freighter   Customer  Aircraft  the
                                      policy  period  is [ * ] after the date of
                                      delivery of the 747-8  Freighter  Customer
                                      Aircraft.  For this purpose only, the term
                                      SLP Components  shall also include control
                                      surfaces,    landing   gear   doors,   and
                                      wing-to-body fairings.

                                              2.2.2 The policy  period for SLP [
                                      * ]  purchased  from Boeing by Customer as
                                      spare parts is [ * ] from delivery of such
                                      SLP  [ * ]  or  [ * ]  from  the  date  of
                                      delivery of the last aircraft  produced by
                                      Boeing of a specific model whichever first
                                      expires,   except   that  for  the   747-8
                                      Freighter  Customer  Aircraft  such policy
                                      period is [ * ] from  delivery of such SLP
                                      component  or  [  * ]  from  the  date  of
                                      delivery  of  the  last  747-8   Freighter
                                      Customer   Aircraft   produced  by  Boeing
                                      whichever first expires."

                                Article 3 of Part 3 of  Exhibit C to the AGTA is
                                [ * ] as follows:

                                      "3. PRICE.

                                              The  price  Customer  will pay for
                                      replacement of a failed SLP Component will
                                      be  calculated  pursuant to the  following
                                      formulas:

                                             (i) For  747-8  Freighter  Customer
                                                 Aircraft only:

                                                  P = C(T-[ * ])
                                                      ----------
                                                           [ * ]

                                             where:



<PAGE>




                                            P  =  price  to  Customer   for  the
                                                  replacement  part
                                            C  =  SLP Component  sales  price at
                                                  time of  Correction
                                            T  =  total  age  in  months  of the
                                                  failed  SLP   Component   from
                                                  the  date  of delivery to
                                                  Customer  to  the  date  of
                                                  discovery  of  such  condition
                                                  and is greater than [ * ]."

                                If  the  foregoing  correctly  sets  forth  your
                                understanding  of our agreement  with respect to
                                matters  described  above,  please indicate your
                                acceptance and approval below.

                                Very truly yours,

                                THE BOEING COMPANY

                                By   [ * ]
                                     -------------------------------

                                Its         Attorney-In-Fact
                                     -------------------------------

                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.


                                ----------------------------------------------



                                By:  Mr. William J. Flynn
                                     -----------------------------------------

                                Its: President and Chief Executive Officer
                                     -----------------------------------------



<PAGE>




Subject:        Open Configuration Matters (LETTER AGREEMENT)

Reference:      Purchase  Agreement  3134 (the PURCHASE  AGREEMENT)  between The
                Boeing Company (BOEING) and Atlas Air, Inc.  (CUSTOMER) relating
                to Model 747-8 Freighter aircraft (the AIRCRAFT)

This Letter  Agreement  amends the  Purchase  Agreement.  All terms used but not
defined  in this  Letter  Agreement  have the same  meaning  as in the  Purchase
Agreement.

1.       AIRCRAFT CONFIGURATION.

         1.1 INITIAL  CONFIGURATION.  The initial  configuration  of  Customer's
Model 747-8 Freighter  Aircraft has been defined by Boeing Model 747-8 Freighter
basic  specification  D019U020,  Revision  C,  dated  July 31,  2006 (the  BASIC
SPECIFICATION) as described in Article 1 and Exhibit A of the Purchase Agreement
(the  AIRCRAFT  CONFIGURATION).  The  Basic  Specification  describes  the major
changes  associated  with the 747-8  Freighter  airplane  relative  to the model
747-400  Freighter  airplane,  as  such  model  747-400  Freighter  airplane  is
described in specification D019U002, Revision H, dated March 29, 2006. Given the
long period of time between the Purchase  Agreement  signing and delivery of the
first   Aircraft,   Customer  may  have  the  desire  to   incorporate   certain
configuration  changes  (OPTIONS)  into  the  Aircraft  Configuration.  For  the
avoidance of doubt, Attachment A to this Letter Agreement identifies [ * ].

         1.2  FINAL  CONFIGURATION  SCHEDULE.  No later  than [ * ] prior to the
first  Aircraft's  scheduled  delivery  month,  Boeing and Customer will discuss
potential Options. Within [ * ] after that meeting, Boeing will provide Customer
with Option proposals for those  configuration  changes that can be incorporated
in Aircraft production.  Customer will then have [ * ] to accept or reject these
Options.

2. EFFECT ON PURCHASE AGREEMENT.

          2.1  BASIC   SPECIFICATION.   [ * ]  which  are  developed  by  Boeing
between the date of signing of the  Purchase  Agreement  and  completion  of the
final configuration review





<PAGE>




described  in  paragraph  1.2  above  will be  incorporated  into  the  Aircraft
Configuration by written amendment. For the avoidance of doubt, Boeing shall not
revise the  Aircraft  Basic  Price and the  Advance  Payment  Base Price of each
Aircraft  for [ * ],  except as  permitted  under  Articles 3 and 4 of  Aircraft
General Terms Agreement dated as of JUNE 6, 1997 between the parties, identified
as AGTA-TLS (AGTA).  Additionally Boeing shall not charge the Customer for items
shown as features that are basic to the Model 747-8  Freighter  aircraft (as the
Basic Configuration is described in paragraph l.l herein) [ * ].

         2.2  EXHIBIT A. The effects of all Options  which are  mutually  agreed
upon  between   Boeing  and  Customer  for   incorporation   into  the  Aircraft
Configuration  will be incorporated into Exhibit A of the Purchase  Agreement by
written amendment.

         2.3 PERFORMANCE GUARANTEES. Within [ * ] after Customer's acceptance of
any  Options,  Boeing will  provide to  Customer  revisions  to the  Performance
Guarantees to reflect the effects,  if any, of the incorporation of such Options
on  Aircraft  performance.  Such  revisions  will  be  incorporated  by  written
amendment.

         2.4 PRICE  ADJUSTMENTS.  The Aircraft  Basic Price and Advance  Payment
Base Price of each  Aircraft  included  no amount  (zero) as an  estimate of the
value of the Options and any related  Seller  Purchased  Equipment  which may be
accepted and included in the final  Aircraft  Configuration.  The Aircraft Basic
Price and the Advance  Payment Base Price of each  Aircraft will be increased or
decreased as required to reflect the  difference  between such  estimate and the
actual prices of the Options accepted by Customer.

3. PURCHASE AGREEMENT AMENDMENT.

         Within  [ * ]  after  reaching  agreement  as  to  the  final  Aircraft
Configuration,  Boeing  will  provide  Customer  an  amendment  to the  Purchase
Agreement  reflecting the effects of the configuration  changes agreed to by the
parties.

4.       CONFIDENTIAL TREATMENT.

         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



<PAGE>



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
    -----------------------------------------

ACCEPTED AND AGREED TO this

Date: SEPTEMBER 8, 2006

ATLAS AIR, INC.

      /s/ William J. Flynn
---------------------------------------------

By:   Mr. William J. Flynn
      ---------------------------------------

Its:  President and Chief Executive Officer
      ---------------------------------------




<PAGE>



<TABLE>
<CAPTION>
                        ATTACHMENT A TO Letter Agreement
                                      [ * ]
------------------------------------------------------------------------------------------------------------------------------------
                          REFERENCE
        ATA             OPTION NUMBER                                     TITLE                                        COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                           <C>                                            <C>
       [ * ]                [ * ]                                         [ * ]                                          [ * ]
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>




<TABLE>
<CAPTION>
                        ATTACHMENT A TO Letter Agreement
                                      [ * ]
------------------------------------------------------------------------------------------------------------------------------------
                          REFERENCE
        ATA             OPTION NUMBER                                     TITLE                                        COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                           <C>                                            <C>
       [ * ]                [ * ]                                         [ * ]                                          [ * ]
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                        ATTACHMENT A TO Letter Agreement
                                      [ * ]
------------------------------------------------------------------------------------------------------------------------------------
                          REFERENCE
        ATA             OPTION NUMBER                                     TITLE                                        COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                           <C>                                            <C>
       [ * ]                [ * ]                                         [ * ]                                          [ * ]
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                        ATTACHMENT A TO Letter Agreement
                                      [ * ]
------------------------------------------------------------------------------------------------------------------------------------
                          REFERENCE
        ATA             OPTION NUMBER                                     TITLE                                        COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                           <C>                                            <C>
       [ * ]                [ * ]                                         [ * ]                                          [ * ]
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>



<PAGE>




Atlas Air, Inc.
2000 Westchester Avenue
Purchase, NY 10577-2543

Subject:          Spare Parts Initial Provisioning

Reference:        a)      Purchase  Agreement No. 3134 (the PURCHASE  AGREEMENT)
                          between  The  Boeing  Company  (BOEING) and Atlas Air,
                          Inc. (CUSTOMER)  relating  to  Model  747-8  Freighter
                          aircraft (the AIRCRAFT)

                  b)      Customer  Services  General  Terms  Agreement  No.  7U
                          (CSGTA)  between  Boeing and Customer,  dated November
                          12, 1997

This letter agreement  (LETTER  AGREEMENT) is entered into on the date below and
amends and supplements the CSGTA. All capitalized  terms used but not defined in
this  Letter  Agreement  have the  same  meaning  as in the  CSGTA,  except  for
"Aircraft" which will have the meaning as defined in the Purchase Agreement.

In order to define the process by which  Boeing and  Customer  will (i) identify
those Spare Parts and Standards critical to Customer's  successful  introduction
of the Aircraft  into  service and its  continued  operation,  (ii) place Orders
under the  provisions  of the CSGTA as  supplemented  by the  provisions of this
Letter  Agreement  for those Spare  Parts and  Standards,  and (iii)  manage the
return of certain of those Spare Parts which  Customer does not use, the parties
agree as follows.

1. DEFINITIONS.

"PROVISIONING  DATA" means the  documentation  provided  by Boeing to  Customer,
including  but  not  limited  to  the  Recommended   Spare  Parts  List  (RSPL),
identifying all Boeing initial provisioning requirements for the Aircraft.

"PROVISIONING ITEMS" means the Spare Parts and Standards identified by Boeing as
initial provisioning requirements in support of the Aircraft,  excluding special
tools, ground support equipment (GSE), engines and engine parts.

"PROVISIONING  PRODUCTS GUIDE" means the Boeing Manual D6-81834 entitled "Spares
Provisioning Products Guide".




<PAGE>




2.       PHASED PROVISIONING.

         2.1  PROVISIONING  PRODUCTS  GUIDE.  One  year  prior  to  the  initial
provisioning  meeting Boeing will furnish to Customer a copy of the Provisioning
Products Guide.

         2.2 INITIAL PROVISIONING  MEETING. On or about twelve (12) months prior
to  delivery  of  the  first  Aircraft  the  parties  will  conduct  an  initial
provisioning  meeting,  where the procedures,  schedules,  and  requirements for
training will be established to accomplish  phased  provisioning  of Spare Parts
and  Standards  for the Aircraft in accordance  with the  Provisioning  Products
Guide

         2.3 PROVISIONING DATA. During the initial provisioning meeting Customer
will  provide to Boeing  the  operational  parameter  information  described  in
Chapter 6 of the  Provisioning  Products  Guide.  After review and acceptance by
Boeing of such Customer information,  Boeing will prepare the Provisioning Data.
Such  Provisioning  Data will be  furnished  to Customer on or about ninety (90)
days after Boeing  finalizes  the  engineering  drawings for the  Aircraft.  The
Provisioning  Data will be as complete as possible  and will cover  Provisioning
Items  selected by Boeing for review by Customer  for  initial  provisioning  of
Spare Parts and  Standards  for the  Aircraft.  Boeing will  furnish to Customer
revisions  to  the  Provisioning  Data  until  approximately  ninety  (90)  days
following  delivery of the last Aircraft or until the delivery  configuration of
each of the Aircraft is reflected in the Provisioning Data, whichever is later.

         2.4 BUYER FURNISHED EQUIPMENT (BFE) PROVISIONING DATA. Unless otherwise
advised by Boeing,  Customer will provide or ensure its BFE suppliers provide to
Boeing the BFE data in scope and format acceptable to Boeing, in accordance with
the schedule established during the initial provisioning meeting.

3. PURCHASE FROM BOEING OF SPARE PARTS AND STANDARDS AS INITIAL PROVISIONING FOR
THE AIRCRAFT.

         3.1  SCHEDULE.  In accordance  with  schedules  established  during the
initial provisioning  meeting,  Customer may place Orders for Provisioning Items
and any ground  support  equipment  (GSE),  special  tools or engine spare parts
which Customer  determines it will initially  require for maintenance,  overhaul
and servicing of the Aircraft and/or engines.

         3.2      PRICES OF INITIAL PROVISIONING SPARE PARTS.

                  3.2.1 BOEING SPARE PARTS. The Provisioning Data will set forth
the prices for those  Provisioning Items other than items listed in Article 3.3,
below,  that are Boeing Spare Parts,  and such prices will be firm and remain in
effect for ninety (90) days from the date the price is first  quoted to Customer
in the Provisioning Data.

                  3.2.2    SUPPLIER SPARE PARTS.  Boeing will provide  estimated
prices  in  the Provisioning Data for Provisioning Items other than items listed
in Article 3.3,



<PAGE>



below,  that are Supplier  Spare  Parts.  The price to Customer for any Supplier
Spare  Parts that are  Provisioning  Items or for any items  ordered for initial
provisioning of GSE,  special tools  manufactured by suppliers,  or engine spare
parts will be [ * ] of the supplier's list price for such items.

         3.3 QEC KITS,  STANDARDS  KITS, RAW MATERIAL KITS,  BULK MATERIALS KITS
AND SERVICE BULLETIN KITS. In accordance with schedules  established  during the
initial provisioning  meeting,  Boeing will furnish to Customer a listing of all
components  which  could be  included  in the quick  engine  change  (QEC) kits,
Standards kits, raw material kits, bulk materials kits and service bulletin kits
which may be  purchased  by Customer  from Boeing.  Customer  will  select,  and
provide to Boeing its  desired  content  for the kits.  Boeing  will  furnish to
Customer as soon as  practicable  thereafter  a statement  setting  forth a firm
price for such kits.  Customer  will place  Orders  with  Boeing for the kits in
accordance with schedules established during the initial provisioning meeting.

4. DELIVERY.

For Spare Parts and Standards  ordered by Customer in accordance  with Article 3
of this Letter Agreement,  Boeing will, insofar as reasonably possible,  deliver
to Customer  such Spare Parts and  Standards on dates  reasonably  calculated to
conform to Customer's  anticipated needs in view of the scheduled  deliveries of
the Aircraft.  Customer and Boeing will agree upon the date to begin delivery of
the  provisioning  Spare Parts and  Standards  ordered in  accordance  with this
Letter Agreement.  Where  appropriate,  Boeing will arrange for shipment of such
Spare  Parts and  Standards  which are  manufactured  by  suppliers  directly to
Customer  from the  applicable  supplier's  facility.  The routing and method of
shipment for initial  deliveries  and all  subsequent  deliveries  of such Spare
Parts and Standards will be as established at the initial  provisioning  meeting
and thereafter by mutual agreement.

5. SUBSTITUTION FOR OBSOLETE SPARE PARTS.

         5.1 OBLIGATION TO SUBSTITUTE PRE-DELIVERY.  In the event that, prior to
delivery of the first Aircraft, any Spare Part purchased by Customer from Boeing
in  accordance  with this  Letter  Agreement  as  initial  provisioning  for the
Aircraft is rendered obsolete or unusable due to the redesign of the Aircraft or
of any accessory, equipment or part thereof (other than a redesign at Customer's
request) Boeing will deliver to Customer at no charge new and usable Spare Parts
in  substitution  for such  obsolete  or  unusable  Spare  Parts and,  upon such
delivery, Customer will return the obsolete or unusable Spare Parts to Boeing.

         5.2  DELIVERY OF  OBSOLETE  SPARE  PARTS AND  SUBSTITUTES.  Obsolete or
unusable  Spare Parts  returned by Customer  pursuant to this  Article 5 will be
delivered  to Boeing at its  Seattle  Distribution  Center  or such  other  U.S.
destination as Boeing may reasonably designate. Spare Parts substituted for such
returned  obsolete or  unusable  Spare  Parts will be  delivered  to Customer in
accordance with the CSGTA.  Boeing will pay the freight charges for the shipment
from Customer to Boeing of any such obsolete or unusable  Spare Part and for the
shipment from Boeing to Customer of any such substitute Spare Part.



<PAGE>



6. REPURCHASE OF PROVISIONING ITEMS.

         6.1  OBLIGATION TO REPURCHASE.  During a period  commencing [ * ] after
delivery of the first  Aircraft,  and ending [ * ] after such  delivery,  Boeing
will,  upon receipt of Customer's  written request and subject to the exceptions
in Article 6.2,  repurchase  unused and undamaged  Provisioning  Items which (i)
were recommended by Boeing in the Provisioning Data as initial  provisioning for
the Aircraft, (ii) were purchased by Customer from Boeing, and (iii) are surplus
to Customer's needs.

         6.2  EXCEPTIONS.  Boeing  will not be  obligated  under  Article 6.1 to
repurchase any of the following:  (i) quantities of Provisioning Items in excess
of those  quantities  recommended  by  Boeing in the  Provisioning  Data for the
Aircraft, (ii) QEC kits, bulk material kits, raw material kits, service bulletin
kits,  Standards kits and components  thereof  (except those  components  listed
separately in the  Provisioning  Data),  (iii)  Provisioning  Items for which an
Order was  received  by Boeing more than five (5) months  after  delivery of the
last Aircraft,  (iv) Provisioning  Items which have become obsolete or have been
replaced by other Provisioning  Items as a result of Customer's  modification of
the Aircraft,  and (v)  Provisioning  Items which become excess as a result of a
material  change in  Customer's  operating  parameters,  as  provided  to Boeing
pursuant  to the  initial  provisioning  meeting  and  which  were the  basis of
Boeing's initial provisioning recommendations for the Aircraft.

         6.3  NOTIFICATION AND FORMAT.  Customer will notify Boeing,  in writing
when Customer desires to return  Provisioning Items under the provisions of this
Article 6.  Customer's  notification  will include a detailed  summary,  in part
number  sequence,  of the Provisioning  Items Customer  desires to return.  Such
summary will be in the form of listings,  tapes, diskettes or other media as may
be mutually  agreed  between  Boeing and  Customer and will include part number,
nomenclature,  purchase  order  number,  purchase  order date and quantity to be
returned.   Within  five  (5)  business   days  after   receipt  of   Customer's
notification,  Boeing will advise  Customer in writing when  Boeing's  review of
such summary will be  completed,  but such review must in any event be completed
within 30 business days after receipt of such notification.

         6.4 REVIEW AND ACCEPTANCE BY BOEING. Upon completion of Boeing's review
of any detailed  summary  submitted by Customer  pursuant to Article 6.3, Boeing
will  issue  to  Customer  a  Material  Return  Authorization  (MRA)  for  those
Provisioning  Items  Customer and Boeing agree are  eligible for  repurchase  in
accordance  with this Article 6. Boeing will advise  Customer of the reason that
any  Provisioning  Item included in Customer's  detailed summary is not eligible
for return.  Boeing's MRA will state the date by which Provisioning Items listed
in the MRA must be redelivered to Boeing, and Customer will arrange for shipment
of such Provisioning Items accordingly.

         6.5 PRICE AND PAYMENT.  The price of each Provisioning Item repurchased
by Boeing  pursuant  to this  Article  6 will be an amount  equal to 100% of the
original



<PAGE>



invoice price thereof except that the  repurchase  price of  Provisioning  Items
purchased  pursuant to Article  3.2.2 will not  include  Boeing's [ * ] handling
charge.  Boeing will pay the repurchase price by issuing a credit  memorandum in
favor of  Customer  which may be  applied  against  amounts  due  Boeing for the
purchase of Spare Parts or Standards.

         6.6      DELIVERY  OF  REPURCHASED  PROVISIONING  ITEMS.   Provisioning
Items  repurchased  by  Boeing  pursuant  to this Article 6 will be delivered to
Boeing F.O.B.  at its Seattle Distribution Center or such other U.S. destination
as Boeing may reasonably designate.

7. TITLE AND RISK OF LOSS.

Title and risk of loss of any Spare Parts or Standards  delivered to Customer by
Boeing  in  accordance  with this  Letter  Agreement  will  pass from  Boeing to
Customer in accordance with the applicable provisions of the CSGTA. Title to and
risk of loss of any Spare Parts or  Standards  returned to Boeing by Customer in
accordance with this Letter  Agreement will pass to Boeing upon delivery of such
Spare Parts or Standards to Boeing in accordance  with the provisions of Article
5.2 or Article 6.6, herein, as appropriate.

8. TERMINATION FOR EXCUSABLE DELAY.

In the event of termination of the Purchase  Agreement  pursuant to Article 7 of
the AGTA with respect to any  Aircraft,  such  termination  will, if Customer so
requests by written  notice  received by Boeing  within  fifteen (15) days after
such  termination,  also discharge and terminate all obligations and liabilities
of the parties as to any Spare Parts or  Standards  which  Customer  had ordered
pursuant to the provisions of this Letter Agreement as initial  provisioning for
such Aircraft and which are undelivered on the date Boeing receives such written
notice.

9. ORDER OF PRECEDENCE.

In the event of any inconsistency between the terms of this Letter Agreement and
the  terms of any  other  provisions  of the  CSGTA,  the  terms of this  Letter
Agreement will control.



<PAGE>



Very truly yours,

THE BOEING COMPANY

By   [ * ]
     ---------------------------------------

Its             Attorney-In-Fact
     ---------------------------------------

ACCEPTED AND AGREED TO this

Date:  SEPTEMBER 8, 2006

ATLAS AIR, INC.

     /s/ Mr. William J. Flynn
--------------------------------------------

By:  Mr. William J. Flynn
     ---------------------------------------

Its: President and Chief Executive Officer
     ---------------------------------------



<PAGE>



                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543


                                Subject:  Special Matters Letter: 747-8
                                          Freighter Aircraft

                                          Purchase   Agreement   No.  3134  (the
                                          PURCHASE AGREEMENT) between The Boeing
                                          Company  (BOEING) and Atlas Air,  Inc.
  [GRAPHIC OMITTED]                       (CUSTOMER)  relating to Model 747-ADVF
                                          aircraft  consisting  of  twelve  (12)
                                          firm  Boeing  Model  747-8   Freighter
                                          Aircraft  (FIRM  AIRCRAFT),  [ * ]  to
                                          purchase  Boeing Model 747-8 Freighter
                                          Aircraft  (OPTION  AIRCRAFT) and [ * ]
                                          to   purchase   Boeing   Model   747-8
                                          Freighter   Aircraft  (PURCHASE  RIGHT
                                          AIRCRAFT), collectively (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.

                                1       BASIC CREDIT MEMORANDUM.

                                        Boeing  will   provide   the   Customer,
                                concurrently  with the  delivery  of each of the
                                Aircraft,  a credit memorandum equal to [ * ] of
                                the  Airframe  Price as set  forth in Table 1 of
                                the Purchase  Agreement,  escalated to the month
                                of delivery  in the same manner as the  Airframe
                                Price as described in Supplemental  Exhibit AE-1
                                and in conformance  with terms and conditions of
                                paragraph  19 of this  Letter  Agreement  (BASIC
                                CREDIT MEMORANDUM). Customer may apply the Basic
                                Credit Memorandum to the balance of the Aircraft
                                Price  due at  the  time  of  delivery  of  each
                                Aircraft  or in payment  for Boeing  proprietary
                                spare parts or other Boeing goods and  services,
                                but not for advance payments on Aircraft.

                                2      [ * ]




<PAGE>




                                3        [ * ]



  [GRAPHIC OMITTED]


                                4        [ * ]





                                5        [ * ]











<PAGE>







                                6        [ * ]


  [GRAPHIC OMITTED]

                                7        [ * ]





                                8        [ * ]




<PAGE>




  [GRAPHIC OMITTED]


                                9        [ * ]






<PAGE>







                                    [ * ]




      [GRAPHIC OMITTED]






<PAGE>





                                10      [ * ]
[GRAPHIC OMITTED]





                                11      [ * ]



<PAGE>





                             12       [ * ]

  [GRAPHIC OMITTED]

                             13       [ * ]

                                        If   Customer   accepts   as   part   of
                                Customer's  configuration  the  [  * ]  for  the
                                Aircraft,  Boeing  will  provide  the  Customer,
                                concurrently with the delivery of each Aircraft,
                                a  credit   memorandum  equal  to  the  [  *  ].
                                Specifics  for this  option are being  finalized
                                for the 747-8F  aircraft  and  Customer  will be
                                provided with details on the specifics [ * ]) as
                                soon as Boeing has such  information  available.
                                The parties  intend  that the credit  memorandum
                                shall  include  the [ * ] and [ * ]. The parties
                                shall  document the effect of any Customer [ * ]
                                be made so that  appropriate  letter  agreements
                                and other documents under the Purchase Agreement
                                through a supplemental agreement.

                                14     DEFERRED ADVANCE PAYMENT SCHEDULES.

                                        14.1  In lieu  of the  standard  advance
                                payment schedule set forth in Article 4.2 of the
                                Purchase   Agreement,   Boeing   hereby   offers
                                Customer the [ * ] advance payment schedule,  as
                                follows:




<PAGE>



<TABLE>
<CAPTION>
                                                                                                  Standard
                                                                                                  Schedule
                                                                                                 Amount Due
                                      Due Date of Payment               Amount Due per          per Aircraft
                                   Unless otherwise stated:                Aircraft            (percentage of
                                The convention is the number of         (percentage of           Aircraft's
                             months prior to the first day of the         Aircraft's               Advance
                                scheduled delivery month of the         Advance Payment         Payment Base        Cumulative
                                           Aircraft                       Base Price)              Price)              Delta
  [GRAPHIC OMITTED]
                             <S>                                             <C>                      <C>                 <C>
                             Two days after the execution of                 [ * ]                    [ * ]               [ * ]
                             definitive agreement for the Aircraft
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                         [ * ] months                        [ * ]                    [ * ]               [ * ]
                                    Total Advance Payments                   [ * ]                    [ * ]

</TABLE>


                                        14.2 Customer  agrees to pay interest on
                                the   difference   between  the  payments   made
                                pursuant to the [ * ] Advance  Payment  Schedule
                                to  amounts  otherwise  due under  the  Standard
                                Advance Payment Schedule set forth in Table 1 of
                                the Purchase  Agreement  and those paid pursuant
                                to subparagraph  14.1. The interest rate will be
                                the  three-month  London  Interbank Rate (LIBOR)
                                plus [ * ] per annum  (DEFERRED  INTEREST RATE).
                                Interest will compound quarterly and will be due
                                and payable to Boeing each calendar quarter,  in
                                arrears.  For payments by Customer exceeding the
                                Standard  Schedule  (including  interest accrued
                                thereon  at  the  Deferred   Interest   Rate  as
                                described   in  the   last   sentence   of  this
                                subparagraph 14.2, the Accelerated  Payment) and
                                until   the   date  on  which   the   cumulative
                                Accelerated  Payment  total is  exceeded  by the
                                cumulative  Standard Payment total, Boeing shall
                                credit  (as a  reduction  of  interest  that  is
                                otherwise  payable by the Customer) the Customer
                                with  interest  accruing on the net  Accelerated
                                Payments  from the date of  receipt by Boeing at
                                the Deferred Interest Rate.

                                        14.3  Boeing  agrees,  pursuant  to  the
                                terms of this  subparagraph  14.3,  to [ * ] the
                                aggregate  amount of advance payments paid by or
                                on behalf of  Customer  to Boeing  (noting  that
                                Option Aircraft deposits for unexercised options
                                are  not  considered  advance  payments  for the
                                purposes of this [ * ] commitment)  with respect
                                to  this   Letter   Agreement   (including   all
                                successor definitive agreements) at [ * ] (the [
                                * ]).  This [ * ] applies to the Firm  Aircraft.
                                Boeing will further agree to


<PAGE>







                                maintain  this  [ * ]  at  [ * ]  for  exercised
                                Purchase  Rights Aircraft and/or Option Aircraft
                                either  of  which  become  firm  pursuant  to  a
                                supplemental agreement.

                                15  DEFAULT AND UTILIZATION OF ADVANCE PAYMENTS.

                                        In  the  event  of a  default  of any of
                                Customer's  obligations under any agreement with
                                Boeing or its  affiliates  with  respect  to the
                                Aircraft (OBLIGATIONS),  Boeing may, in addition
                                to  exercising  any rights it may have under any
                                such  agreement  or  applicable  law  (including
                                rights of set off or  recoupment),  apply any or
  [GRAPHIC OMITTED]             all payments made by Customer with respect to an
                                Aircraft  to  cure,  in  part or in  whole,  any
                                default with  respect to any of the  Obligations
                                without    prior   notice   to   Customer   (any
                                requirement   of  prior   Boeing   notice  being
                                expressly  waived  by  Customer  to  the  extent
                                permitted by applicable  law).  Immediately upon
                                Boeing   application,   the  amount  of  advance
                                payments  received by Boeing for purposes of the
                                applicable  purchase  agreement shall be reduced
                                by an amount equal to the amount so applied (the
                                APPLIED AMOUNT).  Customer shall be obligated to
                                pay to  Boeing an  amount  equal to the  Applied
                                Amount  and  shall  make  its  payment  by  wire
                                transfer  within  ten (10) days  after  Customer
                                receives  notice  from  Boeing  of  the  Applied
                                Amount.

                                16       INTRODUCTORY SUPPORT.

                                        For   avoidance   of   doubt,   "[  *  ]
                                Entitlement"   is  set  forth  in   Supplemental
                                Exhibit  CS1.  Customer  and Boeing will conduct
                                planning  conferences  approximately  12  months
                                before delivery of the first  Aircraft,  or on a
                                basis  as  otherwise   agreed,  to  develop  and
                                schedule a customized Boeing furnished  Customer
                                Support  Program in support of the Aircraft.  In
                                consideration  of  Customer's  purchase  of  the
                                Aircraft,   Boeing  shall   provide   customized
                                Customer  Services  Program  that  will be based
                                upon  and  equivalent  to [ * ]  (versus  [ * ])
                                entitlements  without  cost to the  Customer for
                                the upgrade to [ * ] entitlement.

                                17       AIRCRAFT MODEL SUBSTITUTION.

                                        Customer may  substitute the purchase of
                                Boeing  Model 747-8  Intercontinental  passenger
                                aircraft  (SUBSTITUTE   AIRCRAFT)  described  in
                                Attachment  1 in place  of any of the  Aircraft,
                                subject to the following terms and conditions:

                                        17.1  Customer   will  provide   written
                                notice  of  its  intention  to  substitute   the
                                purchase of an Aircraft  with the  purchase of a
                                Substitute Aircraft, no later than the first day
                                of the month that is twenty four months prior to
                                the scheduled  month of delivery of the Aircraft
                                for  which  it will be  substituted  (NOTICE  OF
                                SUBSTITUTION);

                                        17.2  Customer's  substitution  right is
                                conditioned  upon  Boeing's  having   production
                                capability  for the  Substitute  Aircraft in the
                                scheduled  delivery  month of the  Aircraft  for
                                which it will be substituted.

                                        17.3 If Boeing is unable to  manufacture
                                the Substitute  Aircraft described in the Notice
                                of Substitution in the scheduled  delivery month
                                of  the   Aircraft   for   which   it   will  be
                                substituted,  then Boeing shall  promptly make a
                                written offer of an alternate



<PAGE>



                                delivery month for Customer's  consideration and
                                written  acceptance  within  thirty  days of its
                                receipt of such offer.

                                        17.4 Customer and Boeing shall execute a
                                definitive  agreement  for the  purchase  of the
                                Substitute  Aircraft  within thirty (30) days of
                                Customer's   Notice   of   Substitution   or  of
                                Customer's  acceptance of an alternate  delivery
                                month  in  accordance  with   subparagraph  17.3
                                above.

                                        17.5  In no  event  shall  a  Substitute
                                Aircraft be available for delivery prior to July
                                of 2010.

  [GRAPHIC OMITTED]                     17.6  Customer  will allow Boeing to use
                                each  Substitute  Aircraft  for  first  of model
                                testing   relating   to  the   development   and
                                certification     of     the     Model     747-8
                                Intercontinental  passenger aircraft. Details of
                                flight tests, schedules and applicable terms and
                                conditions   will  be  the   subject  of  mutual
                                agreement.

                                        17.7 The  offer of  Substitute  Aircraft
                                hereunder  is  contingent   upon  Boeing  having
                                reached  a  final   agreement  with  the  engine
                                manufacturer for the engines on the Boeing Model
                                747-8 Intercontinental passenger aircraft.

                                        17.8 The Airframe  Base Price,  Optional
                                Features Prices, Engine Price and Aircraft Basic
                                Price  will  be   established   using   Boeing's
                                then-current  prices for such elements as of the
                                date of  execution  of the  definitive  purchase
                                agreement for the Substitute Aircraft. Excluding
                                the Enhanced Incentive Credit Memorandum and the
                                Firm  Order  Increase  Credit  Memorandum,   all
                                elements of the Letter Agreement  related herein
                                that apply to the Firm Aircraft shall also apply
                                to the Substitute Aircraft. For the avoidance of
                                doubt,  neither the  Enhanced  Incentive  Credit
                                Memorandum  nor the Firm Order  Increase  Credit
                                Memorandum   shall   apply  to  any   Substitute
                                Aircraft.

                                18      OPTION AIRCRAFT [ * ] FLEXIBILITY.

                                        Boeing   will   offer   the    following
                                flexibility  regarding  the [ * ] for the Option
                                Aircraft: [ * ] will be due at time of execution
                                of the Purchase Agreement, and the [ * ] will be
                                [ * ] from the  anniversary  of the execution of
                                the Purchase Agreement.

                                19     [ * ].

                                        Boeing will facilitate Aircraft purchase
                                for the Customer by [ * ] for the Airframe Price
                                of [ * ]  through  the  period  ending [ * ] for
                                each Firm Aircraft and up to four other Aircraft
                                (Additional   Aircraft).   For  each  Additional
                                Aircraft,  [ * ] be in accordance  with Boeing's
                                standard [ * ] for the period beginning with [ *
                                ]. The  Purchase  Agreement  utilizes the [ * ];
                                however,  the parties agree that Customer may in
                                its sole  discretion  elect the [ * ] to replace
                                the [ * ] in the  Purchase  Agreement if written
                                notice  is  provided  by  Customer  to Boeing no
                                later than [ * ]. The parties shall


<PAGE>



                                document the effect of any Customer  decision to
                                select  the  [ * ] so  that  appropriate  letter
                                agreements   and  other   documents   under  the
                                Purchase   Agreement  can  be  added  through  a
                                supplemental agreement.

                                20       PURCHASE RIGHTS AIRCRAFT.

                                        The  business   consideration  for  each
                                Purchase  Rights  Aircraft [ * ],  expressed  in
                                current base year dollars in effect at the time,
  [GRAPHIC OMITTED]             subject  to the same  escalation  as is  applied
                                against  the  Airframe  Price  as  described  in
                                Supplemental  Exhibit  AE-1  and in  conformance
                                with the terms and conditions of paragraph 19 of
                                this Letter Agreement.

                                21      CREDIT MEMO REIMBURSEMENT.

                                        Exhibit C to  AGTA-TLS,  Part 2, Article
                                4.4,  CREDIT MEMO  REIMBURSEMENT,  is amended to
                                read as follows:

                                        Boeing  will  make   reimbursements   by
                                credit memoranda which may be applied toward the
                                purchase of Boeing  goods and  services.  Boeing
                                shall make such  reimbursements by wire transfer
                                in lieu of credits up to once per  quarter.  Any
                                reimbursement  will be in an amount equal to the
                                current  net  balance  of  outstanding  approved
                                warranty claims less any outstanding  balance on
                                Customer's account.

                                22      PERFORMANCE REVIEW REQUIREMENT.

                                        A  performance  review  meeting  will be
                                held at a  mutually  agreeable  location  in the
                                United States of America  between  senior levels
                                of Boeing and the Customer (vice president level
                                or the  equivalent for each party) at minimum on
                                an  annual  basis   (quarterly  if   performance
                                guarantees  are not being  achieved) to begin no
                                later than three months after the month in which
                                the first Aircraft under this Purchase Agreement
                                shall be delivered.

                                23       ASSIGNMENT.

                                        Any   assignment   by  Customer  of  any
                                benefits, entitlements, or services described in
                                this Agreement  requires  Boeing's prior written
                                consent.  Further,  Customer  will not reveal to
                                any  third   party  the  amount  of  the  credit
                                memoranda provided to Customer by Boeing without
                                Boeing's  prior  written  consent and subject to
                                such  circumstances  as  Boeing  may  reasonably
                                require.

                                        Boeing  will not  unreasonably  withhold
                                consent to  Customer's  request  to  assign,  as
                                security,  rights in the  Purchase  Agreement if
                                done for purposes of obtaining  financing or for
                                such other purpose  consistent  with  fulfilling
                                its  obligations  under the Purchase  Agreement.
                                Boeing's  consent  will  be  conditioned  on all
                                parties accepting Boeing's customary  conditions
                                for consenting to an assignment,  including, but
                                not  limited  to, the  following:  assignor  and
                                assignee   indemnification  of  Boeing  for  any
                                actions   taken  by  an   assignee   under   any
                                assignment agreement; Boeing's right to exercise
                                the manufacturer's


<PAGE>



                                option to  assume  Customer's  rights  under the
                                Purchase  Agreement  in the  event of a  default
                                under    an    assignment     agreement;     and
                                confidentiality. A Party that is

                                               (i)      bound  by  a   customary
                                                        confidentiality
                                                        agreement;

                                               (ii)     neither   an    airplane
                                                        manufacturer    nor   an
                                                        airline; and

                                               (iii)    responding to a Customer
                                                        request for proposals to
                                                        provide   financing   of
                                                        Aircraft pursuant to the
                                                        Purchase      Agreement,
                                                        including   pre-delivery
                                                        payment financing

                                      shall be deemed a "Financing Party".

   [GRAPHIC OMITTED]                    Without Boeing's  consent,  Customer may
                                represent  to any  Financing  Party that  Boeing
                                will   provide   to   that   Financing    Party,
                                concurrently  with the  delivery  of each of the
                                Aircraft to that  Financing  Party,  a financier
                                credit memorandum equal to 41.5% of the Airframe
                                Price as set  forth  in Table 1 of the  Purchase
                                Agreement, escalated to the month of delivery in
                                the  same  manner  as  the  Airframe   Price  as
                                described  in  Supplemental  Exhibit AE-1 and in
                                conformance   with  terms  and   conditions   of
                                paragraph 23 of this Letter Agreement (Financier
                                Credit  Memorandum).  Insofar as such  Financing
                                Party is concerned,  Article 14.1,  14.2 and the
                                Financier Credit  Memorandum shall be in lieu of
                                any other  provision  in the  Letter  Agreement.
                                When the Customer  identifies a Financing  Party
                                and the preliminary terms of an assignment under
                                which  predelivery  payment  financing  (PDP) or
                                aircraft  purchase  financing could be provided,
                                at  Customer's  request,  Boeing agrees to enter
                                into  discussions  with the Customer to consider
                                whether an additional  credit  memorandum can be
                                assigned,  with  the  goal of  helping  Customer
                                obtain third-party financing.

                                        Boeing  will  consent to any  reasonable
                                request  by  Customer  to  assign  the  Purchase
                                Agreement to an affiliate  provided  that Boeing
                                is  provided  with  an  adequate   guarantee  of
                                performance  of  all   obligations   under  this
                                Purchase  Agreement  and  in a  form  reasonably
                                satisfactory to Boeing.

                                        Customer  understands that Boeing is not
                                required under any  circumstances  to consent to
                                an assignment that would constitute a novation.

                                        The foregoing provisions are intended to
                                supplement, and not to supersede, the assignment
                                provisions of the AGTA,  which address  delivery
                                date and post-delivery assignments,  merger-type
                                assignments, and other matters.

                                24      [ * ] OPTION.

                                        Customer  may elect an option which will
                                be  offered  by  Boeing  to add  up to  two  (2)
                                alternate [ * ] and two (2) alternate [ * ]. The
                                Operational  Weight   Modification  Option  will
                                include applicable changes to all associated [ *
                                ] including  but not limited to the [ * ], the [
                                * ],  as  well  as the  software  necessary  for
                                Customer  to  own or  operate  the  Aircraft  in
                                revenue  service with such Aircraft  pursuant to
                                the  airworthiness   requirements  of  the  FAA.
                                Should the [ * ]


<PAGE>



                                [ * ] be  elected  by  the  Customer,  a  credit
                                memorandum  equal to the cost of the provisions,
                                equipment and  [ * ]  comprising  the [ * ] will
                                be provided by Boeing to the Customer.

                                25       [ * ] OPTION.

                                        Solely  to  the  extent   certified   or
                                otherwise  available,   Customer  may  elect  an
                                option  which  will be  offered  by [ * ] at any
                                point in time  prior to that date that is twelve
                                months  prior to the  delivery of an Aircraft to
                                select  [ * ].  The [ * ]  Option  will  include
                                applicable  changes  to  all  associated  [  * ]
  [GRAPHIC OMITTED]             including  but not limited to the [ * ], as well
                                as the software necessary for Customer to own or
                                operate  the  Aircraft in revenue  service  with
                                such  Aircraft  pursuant  to  the  airworthiness
                                requirements of the FAA. Should the [ * ] Option
                                be elected by the Customer,  a credit memorandum
                                equal to the cost of the  provisions,  equipment
                                and technical publications  comprising the [ * ]
                                Option   will  be  provided  by  Boeing  to  the
                                Customer.

                                26      PAYMENT DUE AT SIGNING OF PURCHASE
                                        AGREEMENT.

                                        Notwithstanding  any payment requirement
                                set forth in the  Purchase  Agreement,  Customer
                                may defer the payment(s) that would otherwise be
                                required  at  signing  to any date on or  before
                                OCTOBER 2,  2006;  HOWEVER,  ALL MONIES  PAID IN
                                CONNECTION  WITH  THE  PROPOSAL   ACCEPTANCE  BY
                                CUSTOMER TO BOEING SHALL BECOME NON-  REFUNDABLE
                                AS OF THE  DATE  OF  EXECUTION  OF  THIS  LETTER
                                AGREEMENT.

                                27      CONFIDENTIAL TREATMENT.

                                        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,

<PAGE>

                                THE BOEING COMPANY

                                By: [ * ]
                                    ---------------------------------------

                                Its: ATTORNEY IN FACT
                                    ---------------------------------------

                                Accepted and agreed to this 8TH day of SEPTEMBER
                                of 2006.

                                ATLAS AIR, INC.

                                   /s/ William J. Flynn
                                -------------------------------------------

                                By: /s/ Mr. William J. Flynn
                                    ---------------------------------------

                                Its: President and Chief Executive Officer
                                    ---------------------------------------







<PAGE>




                        1.      Substitute Aircraft Description and Changes.

                                1.1 Substitute Aircraft Description.

                                For the purpose of Customer's evaluation of this
                        Proposal, the Substitute Aircraft is described by Boeing
                        747-8  Intercontinental  Airplane Description,  Document
                        No.  D019U019,  Rev. D, dated July 18,  2006,  (AIRCRAFT
                        DESCRIPTION). The Detail Specification to be included in
                        the definitive  purchase  agreement will be derived from
                        the Aircraft Description.

                                For this Proposal,  the Aircraft Description and
                        the prices shown in Attachment B include:

                                 Model 747-8 Intercontinental passenger aircraft

                                    1.2    Changes.

                                           The Boeing Detail  Specification will
                                           be revised to include:

                                (1)  Changes   applicable  to  the  Model  747-8
                        Intercontinental  passenger aircraft which are developed
                        by Boeing  between the date of the Aircraft  Description
                        and the signing of the definitive purchase agreement;

                                (2) Selections mutually agreed upon; and

                                (3) Selections  required to obtain a Standard or
                        Export Certificate of Airworthiness.

                        2. Foreign Regulatory Requirements.

                        The Aircraft  Price includes the  administrative  effort
                        required to obtain type  certification  from the FAA and
                        EASA and either a standard airworthiness  certificate or
                        an export  certificate of airworthiness,  as applicable,
                        from the FAA. The Aircraft Price also includes an amount
                        that  Boeing  has  determined  to be  typical  of  costs
                        incurred by Boeing in achieving  certification  by other
                        regulatory authorities (STANDARD COSTS) but (i) does not
                        include   any   amount   relating   to  changes  to  the
                        configuration  of the Aircraft  required by a country of
                        import  which  varies  from  or is in  addition  to  the
                        airworthiness  requirements  of the FAA for the issuance
                        of a Standard  Airworthiness  Certificate  and (ii) does
                        not include  any costs in excess of Standard  Costs such
                        as special fees or costs of special  activities (such as
                        Aircraft  testing,   flight  time,  simulator  time,  or
                        lengthy technical  reviews) which might be required by a
                        particular   aviation   authority   as  a  condition  of
                        achieving certification.

                        Accordingly,  the  Aircraft  price may be  adjusted  for
                        Boeing's  price  for  any  configuration  change  to any
                        Aircraft  required by a country of import  which  varies
                        from or is in addition to the airworthiness requirements
                        of the FAA for the issuance of a Standard  Airworthiness
                        Certificate  and for any  costs in  excess  of  Standard
                        Costs  which  are   incurred  by  Boeing  in   achieving
                        certification.





<PAGE>







Exclusively  as  pursuant  to  the  requirements  of  Article  9,  [ * ]  Credit
Memorandum:  the  Manufacturer  shall offer to provide to the Purchaser with the
following [ * ]:

o        [ * ]



<PAGE>





[ * ]:


o        [ * ]






<PAGE>





                                                          THE BOEING COMPANY
                                                          P.O. Box 3707
                                                          Seattle, WA 98124-2207


                                Atlas Air, Inc.
                                2000 Westchester Ave
                                PURCHASE NY 10577-2543
                                U.S.A.


  [GRAPHIC OMITTED]
                                Subject:   747-8 Freighter Performance Retention
                                           Commitment

                                Reference: Purchase   Agreement  No.  3134  (the
                                           PURCHASE   AGREEMENT)   between   The
                                           Boeing  Company  (BOEING)  and  Atlas
                                           Air,  Inc.  (CUSTOMER)   relating  to
                                           Boeing 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.

                                        Boeing   recognizes   that   performance
                                retention within  reasonable limits is essential
                                to  maintain  the  economy of  operation  of the
                                Aircraft.  Therefore the parties hereto agree as
                                follows with respect to performance retention.

                                1.      AIRCRAFT COMMITMENT.

                                        For  the   purposes   of   this   Letter
                                Agreement, the Covered Aircraft shall be defined
                                as a fleet  of not  less  than  twelve  (12) new
                                Aircraft   equipped   with   GEnx-2B67   engines
                                delivered by Boeing to Customer.

                                        Boeing commits to Customer that, for the
                                Covered  Aircraft,  the Cumulative Fleet Average
                                Fuel  Mileage   Deterioration,   as  defined  in
                                Attachment A, during the  Performance  Retention
                                Term,  as defined in paragraph  2.2 below,  will
                                not exceed the levels  shown in the table  below
                                (AIRCRAFT COMMITMENT).

<TABLE>
<CAPTION>
                                ----------------------------------------------------------------------------------------------------
                                  Time After Delivery of First Covered Aircraft                         Cumulative Fleet Average
                                                                                                              Fuel Mileage
                                                                                                              Deterioration
                                                                                                                   (%)
                                ----------------------------------------------------------------------------------------------------

                                <S>                                                                               <C>
                                                               [ * ]                                              [ * ]
                                ----------------------------------------------------------------------------------------------------
                                                               [ * ]                                              [ * ]
                                                               [ * ]                                              [ * ]
                                ----------------------------------------------------------------------------------------------------
                                                               [ * ]                                              [ * ]
                                                               [ * ]                                              [ * ]
                                ----------------------------------------------------------------------------------------------------
                                                               [ * ]                                              [ * ]
                                                               [ * ]                                              [ * ]
                                ----------------------------------------------------------------------------------------------------
                                                               [ * ]                                              [ * ]
                                                               [ * ]                                              [ * ]
                                ----------------------------------------------------------------------------------------------------

</TABLE>


                                        If the  Cumulative  Fleet  Average  Fuel
                                Mileage Deterioration of the Covered Aircraft is
                                determined to have increased to anextent greater
                                than the



<PAGE>




                                Aircraft Commitment set forth above,  Customer's
                                remedies    and   Boeing's    obligations    and
                                liabilities shall be as set forth in this Letter
                                Agreement.

                                2.      APPLICABILITY AND PERFORMANCE  RETENTION
                                        TERM.
  [GRAPHIC OMITTED]
                                        This   Letter    Agreement    shall   be
                                applicable  to the Covered  Aircraft,  including
                                the engines  installed on the Covered  Aircraft,
                                whether   purchased  from  Boeing  as  installed
                                engines or  purchased  directly  from the engine
                                manufacturer (ENGINE  MANUFACTURER) as new spare
                                engines  for  support  of the  Covered  Aircraft
                                during the  Performance  Retention  Term of this
                                Letter Agreement.

                                        2.1   DELIVERY   SCHEDULE   FOR  COVERED
                                              AIRCRAFT.

                                         For  the   purposes   of  this   Letter
                                Agreement,  it is anticipated  that Boeing shall
                                deliver  the  Covered  Aircraft  to  Customer in
                                accordance with the delivery  schedule set forth
                                in the  table  below.  If  the  fleet  size  and
                                delivery  schedule is  significantly  different,
                                the  Aircraft  Commitment  may be  appropriately
                                adjusted to reflect such changes.

                                        ----------------------------------
                                            Aircraft      Delivery Date
                                        ----------------------------------
                                               1             2/2010
                                        ----------------------------------
                                               2              [ * ]
                                        ----------------------------------
                                               3              [ * ]
                                        ----------------------------------
                                               4              [ * ]
                                        ----------------------------------
                                               5              [ * ]
                                        ----------------------------------
                                               6              [ * ]
                                        ----------------------------------
                                               7              [ * ]
                                        ----------------------------------
                                               8              [ * ]
                                        ----------------------------------
                                               9              [ * ]
                                        ----------------------------------
                                               10             [ * ]
                                        ----------------------------------
                                               11             [ * ]
                                        ----------------------------------
                                               12            10/2011
                                        ----------------------------------

                                        2.2 PERFORMANCE RETENTION TERM.

                                        Boeing's  and   Customer's   rights  and
                                obligations  pursuant to this  Letter  Agreement
                                for the Covered  Aircraft  shall commence on the
                                date  the  first  such   Covered   Aircraft   is
                                delivered  to  Customer  and shall  expire [ * ]
                                (PERFORMANCE RETENTION TERM).

                                3.      CONDITIONS.

                                        3.1 OPERATION AND MAINTENANCE.

                                        Customer  shall operate and maintain the
                                Covered  Aircraft in accordance  with Customer's
                                FAA-approved operations and maintenance


<PAGE>



                                programs.  Customer  shall  operate and maintain
                                the engines in accordance with the Operation and
                                Maintenance  Manuals and Customer's  Maintenance
                                Program  as   mutually   agreed  to  by  Boeing,
                                Customer and Engine Manufacturer.

                                        3.2 POWERBACK.
  [GRAPHIC OMITTED]
                                        It is  specifically  agreed that reverse
                                thrust  will  not  be  used  for  normal  ground
                                maneuvering (POWERBACK) of the Covered Aircraft,
                                unless  required  for  exceptional   operational
                                situations. Customer will promptly notify Boeing
                                of any use of Powerback  under such  situations.
                                Boeing and Customer mutually agree to determine,
                                through good faith  technical  negotiation,  the
                                impact  of such uses of  Powerback  on a Covered
                                Aircraft's  cruise fuel mileage and to apply the
                                appropriate  adjustments in the  calculations of
                                performance  levels and/or  remedies  under this
                                Letter Agreement.

                                        3.3 FLIGHT CYCLE UTILIZATION AND DERATE.

                                        The  parties  agree  that  the  Aircraft
                                Commitment,  as set forth in  Paragraph 1 above,
                                is   predicated    upon    Customer's    planned
                                utilization of not more than [ * ] flight cycles
                                per  Covered  Aircraft  per year,  whichever  is
                                less, during the Performance Retention Term, and
                                where the engines are  operated  with an average
                                minimum  derate  of at least [ * ]. In the event
                                Customer  employs a Covered  Aircraft during the
                                Performance   Retention   Term  of  this  Letter
                                Agreement within the Customer's system such that
                                the  utilization  is  greater  than [ * ] flight
                                cycles per Covered Aircraft per year, and/or the
                                average  engine  derate  is less than [ * ], the
                                parties agree to make  adjustments  to the Basic
                                Data, defined in Paragraph 4 below,  solely with
                                respect   to  such   Covered   Aircraft,   as  a
                                consequence of such greater  utilization  and/or
                                reduced derate, if appropriate.

                                4.      DETERMINATION     OF    FUEL     MILEAGE
                                        DETERIORATION.

                                        For  the   purposes   of   this   Letter
                                Agreement,  fue1 mileage  deterioration shall be
                                determined  on  the  basis  of the  cruise  fuel
                                mileage  performance of each Covered Aircraft in
                                accordance with Attachment A.

                                Following the delivery of each Covered  Aircraft
                                to  Customer  by Boeing,  and  continuing  until
                                expiration of the  Performance  Retention  Term,
                                Customer shall record,  analyze,  and forward to
                                Boeing cruise fuel mileage data obtained on such
                                Covered  Aircraft as specified  in  Attachment B
                                (BASIC DATA).

                                5.      NOTICE OF PERFORMANCE DETERIORATION.

                                        Following  evaluation  of the Basic Data
                                by Customer, if Customer believes the Cumulative
                                Fleet Average Fuel Mileage Deterioration exceeds
                                the  Aircraft  Commitment,  Customer  shall give
                                Boeing prompt written notice thereof.


<PAGE>



                                6.      ELECTION OF ACTIONS.

                                        Upon Boeing's receipt of any notice that
                                the   Cumulative   Fleet  Average  Fuel  Mileage
                                Deterioration  exceeds the Aircraft  Commitment,
                                Boeing and Customer,  as appropriate,  will take
                                the following actions:

                                        6.1 DATA.
  [GRAPHIC OMITTED]
                                        Boeing will  evaluate the Basic Data. At
                                its   option,   Boeing   may   accomplish   such
                                evaluation  by analysis of  Customer's  raw ACMS
                                data or by obtaining additional performance data
                                on such  Covered  Aircraft  in  accordance  with
                                Attachment B. Such  additional  data may include
                                data acquired during revenue service with Boeing
                                personnel  aboard as  observers.  The Basic Data
                                and any  additional  data  obtained by Boeing in
                                its evaluation shall be  appropriately  adjusted
                                to  reflect  any  material  changes  elected  by
                                Customer  to the  Covered  Aircraft  or  engines
                                which have  occurred  subsequent  to delivery of
                                the Covered Aircraft. Additionally,  adjustments
                                will be  applied  for any  relevant  factors  as
                                agreed   by   Customer    and   Boeing    (e.g.,
                                inaccuracies in flight deck  instrumentation,  a
                                sudden   increase  in   deterioration   that  is
                                attributed to a foreign object damage event such
                                as  severe  hail  and  the  additional  rate  of
                                deterioration   for  Aircraft   used  for  pilot
                                training.)   If  Boeing  and   Customer  are  in
                                disagreement  as to such evaluation of the Basic
                                Data,  such  disagreement  shall be  resolved by
                                good faith  technical  negotiation  between  the
                                parties.

                                        6.2 SURVEYS.

                                        If  Customer's  cruise fuel mileage data
                                is confirmed as  correctly  indicating  that the
                                Cumulative    Fleet    Average    Fuel   Mileage
                                Deterioration  exceeds the Aircraft  Commitment,
                                Boeing  shall,  at its option,  perform or cause
                                the Engine  Manufacturer to perform (1) a survey
                                of  Customer's  operating  procedures  for  such
                                Covered   Aircraft  and   engines,   and  (2)  a
                                conformity survey of the airframe and engines of
                                such Covered  Aircraft.  If the surveys  confirm
                                that  one or  more  of  the  engines  have  been
                                operated  for more  than [ * ] since  new or for
                                more than [ * ] since performance refurbishment.
                                Boeing and/or Engine  Manufacturer shall address
                                the benefit of  refurbishment  of such engine(s)
                                in its recommended  corrective  actions.  Boeing
                                agrees   that  it   will   only   perform   such
                                inspections   at   reasonable   times  and  upon
                                reasonable  notice and shall not interfere  with
                                Customer's normal day-to-day operations.

                                        6.3 WEIGHT.

                                        Boeing may request that  Customer  weigh
                                such Covered  Aircraft,  in which event Customer
                                agrees  to  weigh  such   Covered   Aircraft  in
                                conjunction   with   its   normally    scheduled
                                maintenance  and will  report  its  findings  to
                                Boeing.

                                        6.4 CORRECTIVE ACTIONS.

                                        Boeing   shall    promptly   make   such
                                recommendations to Customer that Boeing believes
                                would result in  improvement  of the cruise fuel
                                mileage  performance  of such  Covered  Aircraft
                                based on analysis  of the surveys and  available
                                data pursuant to Paragraphs  6.1 - 6.3.  Boeing,
                                Engine    Manufacturer    and   Customer   shall
                                thereafter  mutually  agree  on the  appropriate
                                corrective action to


<PAGE>



                                be  taken  based  on any  such  recommendations.
                                Corrective  actions,  which involve  maintenance
                                due  to   operations  or   maintenance   not  in
                                accordance    with    paragraph    3.1    and/or
                                refurbishment  outside of the limits outlined in
                                paragraphs   6.2  and  6.5,   both  on-wing  and
                                off-wing,  shall  be  performed  at no  cost  to
                                Boeing and/or Engine Manufacturer.

                                        6.5   IMPROVEMENT   PARTS   AND   ENGINE
                                              REFURBISHMENT.
  [GRAPHIC OMITTED]
                                        Following   the    completion   of   any
                                corrective  action pursuant to Paragraph 6.4, if
                                subsequent  Basic Data show that the  Cumulative
                                Fleet Average Fuel Mileage Deterioration exceeds
                                the applicable Aircraft Commitment, Boeing shall
                                have  the  option  to  provide  or  cause  to be
                                provided to Customer, at no charge, (except life
                                used on  engine  parts  or  parts  utilized  for
                                maintenance) any airplane drag improvement parts
                                and/or engine TSFC  improvement  parts  [GRAPHIC
                                (IMPROVEMENT  PARTS)  which,  when  installed in
                                such Covered  Aircraft or engines,  would result
                                in an  improvement  in the cruise  fuel  mileage
                                performance.  Boeing shall provide  and/or shall
                                cause  Engine   Manufacturer   to  provide,   as
                                appropriate,    reimbursement   for   Customer's
                                incorporation of such improvements, corrections,
                                or  changes at the  warranty  labor rate then in
                                effect  between  Boeing and  Customer  or Engine
                                Manufacturer and Customer, as applicable. Boeing
                                and/or Engine  Manufacturer  shall give Customer
                                reasonable   advance   written   notice  of  the
                                estimated on-dock date at Customer's maintenance
                                base for any such Improvement Parts.

                                        If Boeing elects to provide or causes to
                                be provided  Improvement  Parts for such Covered
                                Aircraft or engines,  then  Customer  and Boeing
                                shall mutually agree upon the details of such an
                                Improvement Parts program.  To the extent Boeing
                                and/or  Engine   Manufacturer  are  required  to
                                support such a program,  such  support  shall be
                                provided at no charge to Customer.

                                        If   Customer   elects  to   incorporate
                                Improvement   Parts  in  such  Covered  Aircraft
                                and/or engines,  they shall be incorporated in a
                                timely manner and in accordance  with Boeing and
                                Engine Manufacturer instructions.

                                        If  Customer  elects not to  incorporate
                                Improvement   Parts  in  such  Covered  Aircraft
                                and/or  engines,  or if  Customer  elects not to
                                refurbish  an engine  which has  exceeded  [ * ]
                                cycles   since  new  or  [  *  ]  cycles   since
                                performance refurbishment,  and for which Engine
                                Manufacturer  has recommended  refurbishment  as
                                part  of  its  recommended  corrective  actions,
                                subsequent  Basic  Data  shall be  appropriately
                                adjusted  by  an  amount   consistent  with  the
                                improvement  in cruise fuel mileage  performance
                                which   would  have  been   realized   had  such
                                Improvement  Parts been incorporated or had such
                                engine  refurbishment been performed;  provided,
                                however,  any such  improvement  in cruise  fuel
                                mileage    performance   shall   be   reasonably
                                substantiated by Boeing to Customer.

                                7. PAYMENTS.

                                        In the event  that the Basic  Data shows
                                that  Cumulative   Fleet  Average  Fuel  Mileage
                                Deterioration  exceeds the Aircraft  Commitment,
                                and  Boeing  has  failed  to design or cause the
                                Engine Manufacturer to design, Improvement Parts
                                to correct  such  failure  and  deliver  same to
                                Customer, such failure will result in the


<PAGE>



                                economic remedies as described below. No payment
                                shall be made for any portion of the  deficiency
                                corrected for by Improvement Parts that have not
                                been  incorporated  in the Covered  Aircraft (i)
                                within  ninety  (90) days after the  delivery of
                                such   Improvement   Parts   to   Customer   for
                                modifications  that can be  accomplished  during
                                line  maintenance  or  (ii)  within  a  mutually
                                agreed  upon  period of time for more  extensive
                                modifications.

                                           7.1     FLEET COMPENSATION.
  [GRAPHIC OMITTED]
                                        Boeing will pay to Customer annually for
                                a period not  exceeding [ * ] after the delivery
                                of the first Covered  Aircraft,  an amount equal
                                to  the  Fleet  Annual   Compensation   for  the
                                immediately  preceding Annual Period. The "FLEET
                                ANNUAL  COMPENSATION"  is the sum of each [ * ].
                                [GRAPHIC  The  "MONTHLY [ * ] AMOUNT" is defined
                                as and shall be calculated  for any month (y) in
                                a  given   calendar   year   when  the   Current
                                Cumulative  Fleet  Average [ * ], as  defined in
                                Paragraph  6 of  Attachment  A,  of the  Covered
                                Aircraft  exceeds  the  Aircraft  Commitment  in
                                accordance with the following formula:

                                  [ * ]







                                        7.2 CREDIT MEMORANDUM.

                                        Payments   to   Customer   pursuant   to
                                Paragraph   7.1   above   shall  be  by   credit
                                memorandum   issued  by  Boeing   and/or  Engine
                                Manufacturer.   Any  payments  made  under  this
                                Letter   Agreement  shall  be  as  a  result  of
                                operation of the Aircraft by Customer.

                                        7.3. CREDIT ADJUSTMENTS.

                                        The  amount of  performance  improvement
                                attributable to any  Improvement  Parts shall be
                                determined by analysis based on data supplied by
                                Boeing  and  certified  to be correct by Boeing.
                                The amount of such  improvement  shall be deemed
                                to be the amount of  improvement  as  calculated
                                using reasonable


<PAGE>



                                engineering   interpretations  and  calculations
                                based on the data furnished  pursuant to Article
                                5.4 of AGTA-TLS and the data furnished  pursuant
                                to this Paragraph 7.3

                                        7.4  ANNUAL   LIMITATION  ON  AMOUNT  OF
                                             CREDITS.

                                        The total Annual Excess Fuel Burn Amount
                                credits  Boeing  and/or Engine  Manufacturer  is
                                obligated  to  issue  pursuant  to  this  Letter
                                Agreement  shall  not  exceed [ * ] in an Annual
                                Period per Covered  Aircraft,  or as adjusted by
                                Boeing  for  changes  in the  price of  Kerosene
                                Base, Commercial Jet Fuel in accordance with the
                                formula set forth in the Attachment C hereto for
                                each Aircraft in any Annual Period.

                                8. DUPLICATION OF BENEFITS
  [GRAPHIC OMITTED]
                                        Boeing and Customer agree that it is not
                                the  intent of the  parties  under  this  Letter
                                Agreement   to  cause   Boeing   and/or   Engine
                                Manufacturer  to provide  duplicate  benefits to
                                Customer  for the same  event  which  results in
                                Customer's unjust enrichment,  provided that, in
                                the  case  of  any  such   duplicate   benefits,
                                Customer  shall be  entitled to elect to receive
                                the benefit which is most favorable to Customer.

                                9. ASSIGNMENT PROHIBITED.

                                        Notwithstanding  any other provisions of
                                the   Purchase   Agreement,   the   rights   and
                                obligations  described in this Letter  Agreement
                                are  provided to Customer  in  consideration  of
                                Customer's   becoming   the   operator   of  the
                                Aircraft, and cannot be assigned, in whole or in
                                part,  without  the  prior  written  consent  of
                                Boeing.

                                10. EXCLUSIVE REMEDY.

                                        Performance of the  commitments  made in
                                this Letter  Agreement  by Boeing in  accordance
                                with the terms  and  conditions  of this  Letter
                                Agreement  is  in  substitution  for  all  other
                                damages  and  remedies  recoverable  by Customer
                                from Boeing and shall constitute complete,  full
                                and final  settlement  and  satisfaction  of all
                                Boeing's obligations and liabilities to Customer
                                arising out of failure of a Covered  Aircraft to
                                comply with the  Aircraft  Commitment.  Customer
                                hereby  waives and  releases  all other  rights,
                                remedies,  claims and  causes of action  against
                                Boeing  relating  to the  failure of any Covered
                                Aircraft to comply with the Aircraft Commitment.

                                11. CONFIDENTIAL TREATMENT.

                                        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




<PAGE>



                                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.
  [GRAPHIC OMITTED]
                                If  the  foregoing  correctly  sets  forth  your
                                understanding  of our agreement  with respect to
                                the matters treated above,  please indicate pour
                                acceptance and approval below.

                                Very truly yours,

                                THE BOEING COMPAY

                                By  [ * ]
                                    ---------------------------------

                                Its Attorney-In-Fact
                                    ---------------------------------

                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

                                    /s/ William J. Flynn
                                -----------------------------------------

                                By: /s/ Mr. William J. Flynn
                                    -------------------------------------

                                Its:President and Chief Executive
                                    Officer
                                    -------------------------------------







<PAGE>




      [ * ]

<PAGE>





      [ * ]

<PAGE>




      [ * ]




<PAGE>




      [ * ]

<PAGE>





      [ * ]







<PAGE>


                                                          THE BOEING COMPANY
                                                          P.O. Box 3707
                                                          Seattle, WA 98124-2207



                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543

                                Subject:    Airworthiness Directive Cost
                                            Participation Program

                                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
                                            (the AIRCRAFT)
  [GRAPHIC OMITTED]
                                This letter agreement (LETTER  AGREEMENT) amends
                                and  supplements  the  Purchase  Agreement.   It
                                grants to Customer the  Airworthiness  Directive
                                Cost Participation Program described herein (the
                                PROGRAM). All terms used but not defined in this
                                Letter Agreement have the same meaning as in the
                                Purchase Agreement.

                                1. SCOPE.

                                        This  Program   applies  to  any  Boeing
                                Product installed in the Aircraft at the time of
                                delivery  that  is  modified  or  replaced  with
                                Boeing-designed  corrective  materials to comply
                                with  terminating   actions   specified  in  FAA
                                Airworthiness Directives when the defects are of
                                the type covered by the material and workmanship
                                or design  warranties  set forth in  Exhibit  C,
                                Product Assurance Document, of the AGTA.

                                2. TERM.

                                        The term of the  Program  is [ * ] after
                                delivery of each Aircraft.

                                3. BOEING PARTICIPATION.

                                        3.1   MATERIALS.   If   any   corrective
                                materials   are  required  as  described   under
                                paragraph  1  above  during  the  term  of  this
                                Program,   Boeing  will  promptly  furnish  such
                                materials to Customer (including Boeing-designed
                                standard parts but excluding  industry  standard
                                parts such as MS and NAS  standards)  at a price
                                determined  in  accordance  with  the  following
                                formula:

                                P =    CT
                                       --
                                      [ * ]

                                P =    Price to Customer.

                                C =    The Boeing then-current sales
                                       price for such materials


<PAGE>



                                T  =    Total  age  in  months  (to the  nearest
                                        month)  of the  Aircraft  in which  such
                                        materials are installed from the date of
                                        delivery of such Aircraft to the date of
                                        completion of such  installation.  H 3.2
                                        LABOR.  Any  labor   reimbursement   for
                                        Customer's  installation of materials in
                                        [GRAPHIC  the  Aircraft  that  Boeing is
                                        required to provide to Customer pursuant
                                        to the  provisions of paragraph 1 above,
                                        will  be  provided  to  Customer  in  an
                                        amount as  determined  by the  following
                                        formula:

                                R  =    L [1 - (T/[ * ])]
  [GRAPHIC OMITTED]
                                R  =    Reimbursement   amount   provided     to
                                        Customer.

                                L  =    The  product  of Customer's direct labor
                                        man-hours     expended     in     actual
                                        installation of corrective  materials in
                                        the Aircraft, but not to exceed Boeing's
                                        reasonable  estimate  of  the  man-hours
                                        required for the performance  thereof by
                                        Customer, multiplied by the then-current
                                        Warranty Labor Rate.

                                T  =    Total  age  in  months  (to the  nearest
                                        month)  of the  Aircraft  in which  such
                                        materials are installed from the date of
                                        delivery of such Aircraft to the date of
                                        completion of such installation.

                                4.      GENERAL CONDITIONS AND LIMITATIONS.

                                        4.1  Customer's  written notice of claim
                                (for the avoidance of doubt, this is a notice of
                                Customer's  intent  to  file a  detailed  claim)
                                under this  Program must be received by Boeing's
                                Warranties Regional Manager within 3 months from
                                the   date  of   issuance   of  any   applicable
                                Airworthiness Directive.

                                        4.2  THE   DISCLAIMER  AND  RELEASE  and
                                EXCLUSION  OF  CONSEQUENTIAL  AND OTHER  DAMAGES
                                provisions  stated  in  Article  11 of Part 2 of
                                Exhibit C of the AGTA apply to this Program.

                                5.      CONFIDENTIAL TREATMENT.

                                        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


<PAGE>



                                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.

                                If  the  foregoing  correctly  sets  forth  your
                                understanding  of our agreement  with respect to
                                the matters treated above,  please indicate your
                                acceptance and approval below.

                                Very truly yours,
  [GRAPHIC OMITTED]
                                THE BOEING COMPANY

                                By [ * ]

                                Its Attorney-In-Fact
                                    ---------------------------------------

                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

                                    /s/ William J. Flynn
                                -------------------------------------------

                                By: Mr. William J. Flynn
                                -------------------------------------------

                                Its: President and Chief Executive Officer
                                -------------------------------------------


<PAGE>


                                                     THE BOEING COMPANY
                                                     P.O. Box 3707
                                                     Seattle,  WA
                                                     98124-2207


                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543

                                Subject:   Maintenance Cost Protection

                                Reference: Purchase Agreement 3134 (the PURCHASE
                                           AGREEMENT)   between   The     Boeing
                                           Company  (BOEING) and Atlas Air, Inc.
                                           (CUSTOMER) relating   to Model  747-8
                                           Freighter aircraft (the AIRCRAFT)
  [GRAPHIC OMITTED]
                                This   letter   agreement    including   without
                                limitation all attachments and amendments hereto
                                (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.

                                RECITALS

                                A.  Customer has  requested a program which will
                                either  demonstrate  the  projected  maintenance
                                costs for the  Aircraft  or,  if such  projected
                                costs  are not  demonstrated,  provide  Customer
                                specific remedies.

                                B. In  response  to  Customer's  request  Boeing
                                offers the  following  maintenance  cost program
                                (PROGRAM)  for  estimating  and  validating  the
                                maintenance  costs  incurred  by Customer in the
                                operation of the Aircraft and providing specific
                                remedies to  Customer  in the event  maintenance
                                costs for the Aircraft as defined in this Letter
                                Agreement exceed specified values.

                                AGREEMENT

                                1.0      COVERED AIRCRAFT.

                                The Program  shall apply to each of the Aircraft
                                operated by Customer on Customer's routes during
                                the Program Term (COVERED AIRCRAFT).

                                2.0      PROGRAM TERM.

                                The Program  shall begin on the first day of the
                                month in which the  first  Covered  Aircraft  is
                                delivered by Boeing to Customer,  continue [ * ]
                                and consist of [ * ]  beginning  on the date the
                                Program Term  commences  and  thereafter  on the
                                yearly     anniversary     thereof    (REPORTING
                                PERIOD(S)).


<PAGE>



                                3.0      COVERED MAINTENANCE.

                                The  maintenance  costs  covered by the  Program
                                shall  be  the  costs  (as  more  fully  defined
                                herein) of labor performed and materials used in
                                the airframe, airframe component and engine line
                                maintenance  of the Covered  Aircraft  where the
                                maintenance   is   performed   as   part   of  a
                                maintenance   program   approved  by  Customer's
                                regulatory authority (COVERED MAINTENANCE).

                                4.0      PROGRAM COMMITMENT.
  [GRAPHIC OMITTED]
                                The Cumulative Actual Maintenance Cost shall not
                                exceed the Cumulative Target Maintenance Cost as
                                these  terms  are  defined  in  this  Article  4
                                (PROGRAM COMMITMENT).  If the performance of the
                                Covered   Aircraft  does  not  comply  with  the
                                Program  Commitment (NON  COMPLIANCE),  Customer
                                shall have the remedies  specified in Article 8,
                                below.

                                        4.1 CUMULATIVE  ACTUAL  MAINTENANCE COST
                                means the aggregate  Actual  Maintenance Cost of
                                Covered   Maintenance  for  all   then-completed
                                Reporting  Periods  divided by the Fleet  Flight
                                Hours for all such completed Reporting Periods.

                                        4.2  ACTUAL  MAINTENANCE  COST means the
                                sum of (i) the Direct  Material  Cost,  (ii) the
                                Direct  Labor  Cost,  (iii)  the   Subcontracted
                                Maintenance    Labor   Cost,    and   (iv)   the
                                Subcontracted Maintenance Material Cost incurred
                                by  Customer  during  a  Reporting   Period  for
                                Covered Maintenance, where:

                                        4.2.1  DIRECT  MATERIAL  COST  means the
                                actual  cost  paid  by  Customer  for  materials
                                required to perform the Covered Maintenance in a
                                Reporting  Period,  as reported by Customer  and
                                adjusted by Boeing pursuant to the provisions of
                                this Letter  Agreement  and  exclusive  of those
                                costs and other  charges as set forth in Article
                                9; and

                                        4.2.2   DIRECT   LABOR  COST  means  the
                                product of Direct  Labor  Hours and Labor  Rate,
                                where:

                                                  4.2.2.1   DIRECT  LABOR  HOURS
                                means the hours actually expended by Customer in
                                performing  the  Covered  Maintenance  during  a
                                Reporting  Period,  as reported by Customer  and
                                adjusted by Boeing pursuant to the provisions of
                                this Letter Agreement exclusive of time consumed
                                by employees  while waiting for work,  traveling
                                to or from work, training, vacation, sick leave,
                                or in any other similar absences from the actual
                                maintenance work; and

                                                  4.2.2.2  LABOR  RATE means the
                                average  direct  hourly  labor rate  during such
                                Reporting  Period,  as reported by Customer  and
                                adjusted by Boeing pursuant to the provisions of
                                this  Letter   Agreement   exclusive  of  fringe
                                benefits,   premium  time   allowances,   social
                                charges and


<PAGE>



                                business taxes paid to Customer's  employees who
                                actually perform the Covered Maintenance; and

                                                  4.2.3            SUBCONTRACTED
                                MAINTENANCE   LABOR   COST  means  the  cost  as
                                reported  by  Customer  and  adjusted  by Boeing
                                pursuant  to  the   provisions  of  this  Letter
                                Agreement  incurred  by  Customer  for labor for
                                Covered   Maintenance   performed  for  Customer
                                during  a  Reporting  Period  by  either a third
                                party   certified   to  perform   such   Covered
                                Maintenance pursuant to 14 United States Code of
                                Federal Regulations, Part 145, or European Union
                                Commission Regulation EC 2042/2003, Part 145.

                                                  4.2.4            SUBCONTRACTED
                                MAINTENANCE  MATERIAL  COST  means  the  cost as
                                reported  by  Customer  and  adjusted  by Boeing
                                pursuant  to  the   provisions  of  this  Letter
                                Agreement incurred by Customer for materials for
                                Covered   Maintenance   performed  for  Customer
                                during  a  Reporting  Period  by  either a third
                                party   certified   to  perform   such   Covered
                                Maintenance pursuant to 14 United States Code of
                                Federal Regulations, Part 145, or European Union
                                Commission Regulation EC 2042/2003, Part 145.

                                        4.3 FLEET  FLIGHT  HOURS means the total
                                airborne  time  (aircraft  takeoff-to-touchdown)
                                accumulated  by  all  of  the  Covered  Aircraft
                                during a Reporting Period.
  [GRAPHIC OMITTED]
                                        4.4  FLEET   LANDINGS  means  the  total
                                number  of  landings   accumulated  by  all  the
                                Covered Aircraft during a Reporting Period.

                                        4.5 CUMULATIVE  TARGET  MAINTENANCE COST
                                means  the value  calculated  at the end of each
                                completed  Reporting  Period by multiplying  the
                                Target   Maintenance  Cost  for  each  completed
                                Reporting  Period  by  the  Fleet  Flight  Hours
                                reported  by  Customer  for each such  completed
                                Reporting  Period,  adding the products together
                                and  dividing  the sum by the total Fleet Flight
                                Hours for all completed Reporting Periods.

                                        4.6  TARGET  MAINTENANCE  COST means the
                                sum of the target Direct  Material Cost,  target
                                Direct   Labor   Cost,   target    Subcontracted
                                Maintenance Labor Cost and target  Subcontracted
                                Maintenance   Material   Cost  for  a  Reporting
                                Period,  determined or recalculated by Boeing as
                                appropriate  pursuant to the  provisions of this
                                Letter   Agreement   and  provided  to  Customer
                                pursuant  Attachments  C  and F to  this  Letter
                                Agreement, as applicable.

                                5.0 CALCULATION OF TARGET MAINTENANCE COST.

                                        5.1 No later than six (6)  months  prior
                                to  delivery  of  the  first  Covered  Aircraft,
                                Customer will provide to Boeing the  maintenance
                                cost data and operational  assumptions described
                                on Attachment A for  Customer's  model  747-400F
                                fleet  covering the most recent [ * ] continuous
                                years of operation  (MAINTENANCE  COST BENCHMARK
                                DATA).


<PAGE>



                                        5.2 Using the  methodology  set forth in
                                Attachment B, Boeing will adjust the Maintenance
                                Cost  Benchmark  Data  to a  mature  maintenance
                                level  for   Customer's   model  747-400F  fleet
                                (MATURE BENCHMARK FLEET VALUE).

                                        Boeing  will then  decrease  the  Mature
                                Benchmark  Fleet Value by [ * ] to establish the
                                mature  equivalent   maintenance  cost  for  the
                                Covered Aircraft (MATURE EQUIVALENT  MAINTENANCE
                                COST).
  [GRAPHIC OMITTED]
                                        Using the  methodology  in Attachment B,
                                Boeing will  derive  from the Mature  Equivalent
                                Maintenance  Cost  the  baseline  cost  elements
                                described  in Table 1 of  Attachment  B (COVERED
                                AIRCRAFT MAINTENANCE COST BASELINE VALUES).

                                        Using   the   operational    assumptions
                                provided  by Customer  in  Attachment  A for the
                                Covered    Aircraft,    the   Covered   Aircraft
                                Maintenance   Cost   Baseline   Values  and  the
                                methodology  set forth in  Attachment  B, Boeing
                                will then derive the target  mature  maintenance
                                cost for the  Covered  Aircraft  (TARGET  MATURE
                                MAINTENANCE COST).

                                        Finally,   Boeing  will  apply  the  age
                                adjustment methodology set forth in Attachment B
                                to  the  Target  Mature   Maintenance   Cost  to
                                establish  Target   Maintenance  Costs  for  the
                                Covered  Aircraft for each Reporting  Period and
                                will  report such values to Customer in the form
                                specified in Attachment C.

                                        5.3 Boeing will  recalculate  the Target
                                Maintenance Costs in the circumstances and using
                                the  methodology  provided in  Attachment  B and
                                will report any recalculated  Target Maintenance
                                Costs  to  Customer  in the  form  specified  in
                                Attachment F.

                                6.0 REPORTING OF ACTUAL MAINTENANCE DATA.

                                        6.1 Within 90 days after the last day of
                                each Reporting Period Customer will complete and
                                return  to Boeing  Attachment  D to  provide  to
                                Boeing  the  data  specified  therein  for  that
                                Reporting Period.  Customer will report costs in
                                Customer's currency.

                                        6.2   Failure   to   provide   the  data
                                specified  in Article  6.1 to Boeing  within the
                                specified   90  day  period   shall   constitute
                                Customer's  acknowledgment  that the performance
                                of  the  Covered  Aircraft   complies  with  the
                                Program  Commitment.  If  the  Covered  Aircraft
                                subsequently  should fail to perform in a manner
                                consistent with the Program Commitment, however,
                                Customer will, within 90 days after the last day
                                of  the   Reporting   Period   in   which   such
                                Noncompliance  occurs, report to Boeing the data
                                specified on Attachment D for all then-completed
                                Reporting Periods of the Program Term.

                                7.0 CALCULATION OF ACTUAL  MAINTENANCE COSTS AND
                                    COMPLIANCE WITH THE PROGRAM COMMITMENT.



<PAGE>



                                        7.1 Subject to the limitations described
                                in  Article 9.  within 30 days  after  receiving
                                Customer's  report  pursuant  to Article 6.0 for
                                each Reporting Period,  Boeing will use the data
                                provided by the  Customer in such report and the
                                methodology  in  Attachment B to  calculate  the
                                Cumulative  Actual   Maintenance  Cost  for  the
                                Covered Aircraft as of the end of such Reporting
                                Period and will  provide to Customer a report in
                                content  and  form as  shown  in  Attachment  E.
                                Boeing  will   convert   values   expressed   in
                                Customer's currency to U.S. Dollars as described
                                in   Attachment   B  in  order  to  perform  the
                                computations  and  comparisons  contemplated  by
                                this   Letter   Agreement.    Monetary   amounts
                                determined   and  reported  by  Boeing  will  be
                                expressed in U.S. dollars.
  [GRAPHIC OMITTED]
                                        7.2 If the data  determined  pursuant to
                                Article 7.1 indicates  that the  performance  of
                                the   Covered   Aircraft   for  the   applicable
                                Reporting  Periods  does  not  comply  with  the
                                Program Commitment, Customer will, upon request,
                                submit to Boeing sufficient information to allow
                                Boeing to verify:

                                                  7.2.1  the  data  reported  by
                                Customer pursuant to Article 6,

                                                  7.2.2   the   data   does  not
                                reflect assumptions other than those relied upon
                                in developing the Target Maintenance Costs, and

                                                  7.2.3  the data is  consistent
                                with all provisions of this Letter Agreement

                                        7.3 If after completing the verification
                                and analysis  described in Article 7.2, the data
                                indicates  that the  performance  of the Covered
                                Aircraft for the  applicable  Reporting  Periods
                                does not  comply  with the  Program  Commitment,
                                Boeing will take corrective action as defined in
                                Article 8.0; provided that throughout the period
                                of such Noncompliance,  Customer,  upon request,
                                submits  to  Boeing  such   information   as  is
                                necessary for Boeing to:

                                                  7.3.1   analyze  the  problems
                                causing such Noncompliance, and

                                                  7.3.2 develop,  when required,
                                appropriate corrective action.

                                        7.4 At Customer's  request,  Boeing will
                                provide  Customer   sufficient   information  to
                                verify the data described in Article 7.1 and 7.3
                                and the calculations used to produce that data.

                                8.0      CORRECTIVE ACTION.

                                Should corrective action pursuant to Article 7.3
                                be appropriate, Boeing will:

                                                  8.1.1      investigate     the
                                circumstances   and   possible   causes  of  the
                                Noncompliance

                                                  8.1.2.    provide    technical
                                assistance  to  Customer in the form of analysis
                                and    recommendations   for   reducing   Actual
                                Maintenance Cost


<PAGE>



                                                  8.1.3  If  necessary,   Boeing
                                will  initiate a design  review of the  systems,
                                accessories,  equipment or parts  determined  by
                                Boeing   to  be  the   primary   cause   of  the
                                Noncompliance  and, when in Boeing's  judgment a
                                redesign  is  indicated  as  a  technically  and
                                economically practicable means of complying with
                                the Program Commitment,  Boeing will redesign or
                                cause the redesign of such items, and
  [GRAPHIC OMITTED]
                                                  8.1.4.    If   such   redesign
                                results in retrofit kits being offered by Boeing
                                or Boeing's suppliers,  Boeing will provide such
                                kits or cause  such  kits to be  provided  at no
                                charge to Customer.  Boeing will also reimburse,
                                at Boeing's  then existing  warranty  labor rate
                                Customer's  reasonable  Direct  Labor  Costs for
                                incorporation  of any such kit  manufactured  to
                                Boeing's or Boeing's supplier's detailed design.
                                Such  reimbursement will be provided pursuant to
                                Exhibit C, "Product Assurance  Document." of the
                                AGTA.

                                8.2 At Boeing's request, Customer will assign to
                                Boeing,  any of  Customer's  rights  against the
                                manufacturer of any equipment, accessory or part
                                installed in the Covered  Aircraft as Boeing may
                                reasonably  require to fulfill  its  obligations
                                with respect to any corrective  action  provided
                                by Boeing hereunder.

                                9.0      CONDITIONS AND LIMITATIONS.

                                        9.1 If, with the intent of reducing  the
                                cost  of  Covered  Maintenance,  Boeing  or  any
                                supplier  issues  service   bulletins,   service
                                letters or other written  instructions or offers
                                no-charge   retrofit  kits,   Customer  and  its
                                subcontractors    will    comply    with    such
                                instructions   or  install  such  kits  (COMPLY)
                                within a period of two hundred  forty (240) days
                                after issuance of such  instructions  or receipt
                                of such  kits at  Customer's  facility,  or such
                                longer  period as may be mutually  agreed by the
                                parties (RESPONSE PERIOD). If Customer or any of
                                its  subcontractors  does not Comply  within the
                                Response   Period,   after  expiration  of  such
                                Response  Period  all  maintenance  costs  which
                                Boeing  determines would have been eliminated if
                                such  instructions or kits had been incorporated
                                will be subtracted  from the Actual  Maintenance
                                Costs reported.

                                        9.2 Customer will promptly notify Boeing
                                in writing of any variations in its  maintenance
                                cost accounting system or procedures or those of
                                its subcontractors which would affect the proper
                                reporting of Actual  Maintenance  Costs.  Boeing
                                will make  adjustments to the Cumulative  Target
                                Maintenance  Cost to  reflect  the effect of any
                                such variations.

                                        9.3 Upon reasonable  notice to Customer,
                                Boeing  will have the right to audit all  Actual
                                Maintenance   Cost  Data  reported  by  Customer
                                during  the  Program   Term,   as  well  as  the
                                maintenance  practices  and  procedures  related
                                thereto.  Customer  will  also  obtain  from its
                                subcontractors  permission  for  Boeing to audit
                                from  time to time  and upon  reasonable  notice
                                such  subcontractors'  maintenance  records  and
                                practices  during the Program as they pertain to
                                the Covered Aircraft. Boeing will have the right
                                to disapprove costs it deems improperly reported
                                or for


<PAGE>



                                which it does  not  receive  sufficient  data to
                                verify  either the Direct Labor Hours  performed
                                or  the  Direct   Material   Costs  incurred  in
                                performing such maintenance. Boeing will provide
                                Customer written notification of its disapproval
                                of any such costs,  and,  if  Customer  does not
                                provide   proof   within  60  days   after  such
                                notification   that  such  costs  are   properly
                                chargeable,  Boeing's disapproval will be deemed
                                final and conclusive and Boeing will deduct such
                                costs from the computation of Actual Maintenance
                                Costs.

                                        9.4 Upon reasonable  notice to Customer,
                                Boeing  may   inspect   Customer's   maintenance
                                facilities,  programs and procedures.  If Boeing
                                recommends  in  writing  reasonable  changes  to
                                Customer's  or its  subcontractors'  maintenance
                                programs  and  procedures   which  would  reduce
                                Actual  Maintenance  Costs and  Customer  or its
                                subcontractors  do not implement such changes or
                                delay   implementing  such  changes  beyond  the
                                Response   Period  set  forth  in  Article  9.1,
                                Boeing, will adjust the Actual Maintenance Costs
                                that have been  reported to deduct the increased
                                maintenance   costs   which   Boeing   estimates
                                resulted   from   the   failure   or   delay  in
                                implementing such changes.

                                9.5  Actual  Maintenance  Cost  will not include
                                     any of the following costs:

                                     (a)      Costs  arising  from  loss of,  or
                                              damage to, any  Covered  Aircraft,
                                              or    any    system,    accessory,
                                              equipment or part thereof.

                                     (b)      Any   taxes,   duties,    tariffs,
                                              surcharges,        transportation,
                                              insurance, interest or overhead.

                                     (c)      The costs of initial or sustaining
                                              spare  parts   inventory   or  the
                                              depreciation  of such spare parts;
                                              costs     resulting    from    any
                                              modification    to   the   Covered
                                              Aircraft or any system, equipment,
                                              accessory  or part  thereof  other
                                              than modifications described under
                                              Articles 8.1.4 and 9.1 herein.

                                     (d)      Costs resulting from the negligent
                                              acts or omissions of Customer.

                                     (e)      Costs  resulting  from the failure
                                              to   comply   with   Boeing's   or
                                              Boeing's   suppliers'   applicable
                                              written   instructions   for   the
                                              operation, service, maintenance or
                                              overhaul of any Covered  Aircraft,
                                              or    any    system,    accessory,
                                              equipment or part thereof.

                                     (f)      Costs attributable to loss of use,
                                              revenue or profit.

                                     (g)      Costs   of   consumable    fluids,
                                              including fuel.

                                     (h)      Costs  due to acts  of  God,  war,
                                              armed hostilities,  riots,  fires,
                                              floods,   earthquakes  or  serious
                                              accidents, governmental acts


<PAGE>



                                              or   failure   to  act   affecting
                                              materials,  facilities or aircraft
                                              needed  for  the   maintenance  of
                                              Covered Aircraft.

                                     (i)      Costs  due  to  strikes  or  labor
                                              troubles    causing     cessation,
                                              slowdown or  interruption  of work
                                              related  to  the   maintenance  of
                                              Covered Aircraft.

  [GRAPHIC OMITTED]
                                      (j)     Costs resulting from failure of or
                                              delay   in    transportation    or
                                              inability,  after  due and  timely
                                              diligence,  to procure  materials,
                                              systems, accessories, equipment or
                                              parts  needed for the  maintenance
                                              of Covered Aircraft.

                                     (k)      Amounts  for any part  provided by
                                              Boeing or  Boeing's  suppliers  to
                                              Customer at no charge.

                                     (1)      Amounts  equal  to the  difference
                                              between the reported price for any
                                              part  and the  reduced  price  for
                                              such part as provided by Boeing or
                                              Boeing's suppliers to Customer.

                                     (m)      Amounts  related to any  warranty,
                                              maintenance   cost   guarantee  or
                                              similar agreement, for which there
                                              is a  credit  memorandum  or other
                                              payment   scheme   established  in
                                              Customer's  favor  and  issued  by
                                              Boeing or  Boeing's  suppliers  to
                                              Customer.

                                9.6     The Program  will be suspended if during
                                        any   Reporting   Period   the   average
                                        utilization for the Covered  Aircraft is
                                        less than the flight hour amounts  shown
                                        in the table below:

                                AIRCRAFT MODEL                FLIGHT HOURS

                                       747                      3,000

                                The Program  will resume on the first day of any
                                subsequent  Reporting  Period  during  which the
                                average  utilization  for the  Covered  Aircraft
                                exceeds  that  set  forth   above.   The  Actual
                                Maintenance Cost,  Cumulative Actual Maintenance
                                cost, and the Cumulative Target Maintenance Cost
                                as of the end of any Reporting Period during the
                                Program Term will exclude all Actual Maintenance
                                Cost and Fleet Flight Hours  accumulated  during
                                any  Reporting  Period in which the  Program was
                                suspended  as provided  above.  The Program will
                                not be extended to reflect any period wherein it
                                was suspended.

                                10.0    NOTICE.

                                        10.1 All  reports  submitted  to  Boeing
                                        will be addressed to the attention of:

                                        Director -  BCA  Warranty  and  Supplier
                                        Support Contracts


<PAGE>



                                        Boeing Commercial Airplanes
                                        P.O. Box 3707 Mail Code 2L-46
                                        Fax: 425-237-1706
                                        Seattle, Washington 98124-2207

                                        10.2     All   reports   submitted    to
                                        Customer  will  be  addressed  to  the
                                        attention of:

                                        Vice President Technical Operations
                                        Atlas Air, Inc.
                                        2000 Westchester Avenue
                                        Purchase, NY 10577-2543

                                11.0     CONFIDENTIAL TREATMENT.
  [GRAPHIC OMITTED]
                                        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 under the circumstances.

                                12.0     EXCLUSIVE REMEDY.

                                        The  remedies  provided  in Article 8 of
                                this Letter  Agreement are Customer's  exclusive
                                remedies in the event of  Noncompliance  and are
                                in  lieu  of  all  other  damages,  claims,  and
                                remedies of Customer arising at law or otherwise
                                for  Noncompliance,  Customer  hereby waives and
                                renounces all other claims and remedies  arising
                                at law or otherwise for any such Noncompliance.

                                13.0     ASSIGNMENT PROHIBITED.

                                        Notwithstanding  any other provisions of
                                the   Purchase   Agreement,   the   rights   and
                                obligations  described in this Letter  Agreement
                                are  provided to Customer  in  consideration  of
                                Customer  becoming  the operator of the Aircraft
                                and  cannot  be  assigned,  in whole or in part,
                                without the prior written consent of Boeing.


<PAGE>



                                14.0     DISCLAIMER, RELEASE AND EXCLUSION.

                                THIS  LETTER   AGREEMENT   AND  THE  RIGHTS  AND
                                REMEDIES OF CUSTOMER AND  OBLIGATIONS  OF BOEING
                                HEREIN  ARE  SUBJECT  TO  THE   DISCLAIMER   AND
                                RELEASE,  AND  EXCLUSION  OF  CONSEQUENTIAL  AND
                                OTHER  DAMAGES  PROVISIONS OF EXHIBIT C, PRODUCT
                                ASSURANCE DOCUMENT, OF THE AGTA.

  [GRAPHIC OMITTED]

<PAGE>



                                If  the  foregoing  correctly  sets  forth  your
                                understanding  of our agreement  with respect to
                                the matters treated above,  please indicate your
                                acceptance and approval below.

                                Very truly yours,

                                THE BOEING COMPANY

                                By: [ * ]
                                    --------------------------------------

                                Its                Attorney-In-Fact
                                    --------------------------------------

                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006
                                      -----------------

                                ATLAS AIR, INC.

                                /s/ William J. Flynn
                                ------------------------------------------

                                By: /s/ Mr. William J. Flynn
                                    --------------------------------------

                                Its: President and Chief Executive Officer
                                     -------------------------------------




<PAGE>




       ATTACHMENT A: MAINTENANCE COST BENCHMARK DATA AND COVERED AIRCRAFT
                             OPERATIONAL ASSUMPTIONS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                        AIRLINE'S HISTORIC BENCHMARK DATA
------------------------------------------------------------------------------------------------------------------------------------
  <S>                                                     <C>              <C>              <C>            <C>            <C>
                                                            YEAR             YEAR             YEAR           YEAR           YEAR
                                                          1:____           2:____           3:____         4:____         5:____
------------------------------------------------------------------------------------------------------------------------------------
   Direct Labor Cost
   ($ per Flight Hour)
------------------------------------------------------------------------------------------------------------------------------------
   Direct Material Cost
   ($ per Flight Hour)
------------------------------------------------------------------------------------------------------------------------------------
   Subcontract Maintenance
   Cost ($ per Flight Hour)
------------------------------------------------------------------------------------------------------------------------------------
   Direct Labor Rate
   ($ per Labor Hour)
------------------------------------------------------------------------------------------------------------------------------------
   Maintenance
   Subcontracted. %
------------------------------------------------------------------------------------------------------------------------------------
   Subcontract Labor Rate
   ($ per Labor Hour)
------------------------------------------------------------------------------------------------------------------------------------
   Annual Fleet Landings
   (Total for Year)
------------------------------------------------------------------------------------------------------------------------------------
   Annual Fleet Fight Hours
   (Total for Year)
------------------------------------------------------------------------------------------------------------------------------------
   Average. Fleet Size for
   Year (Number of Airplanes)
------------------------------------------------------------------------------------------------------------------------------------
   Average Fleet Age:
   o     In Flight Hours
   o     In Landings
   o     In Years
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


  OPERATIONAL ASSUMPTIONS FOR COVERED AIRCRAFT

-------------------------------------------------------
   Direct Labor Rate
   ($ per Labor Hour)
-------------------------------------------------------
   Maintenance
   Subcontracted.%
-------------------------------------------------------
   Subcontract Labor Rate
   ($ per Labor Hour)
-------------------------------------------------------
   Annual Fleet Landings
   (Total for Year)
-------------------------------------------------------
   Annual Fleet Fight Hours
   (Total for Year)
-------------------------------------------------------



<PAGE>




                           ATTACHMENT-B - ADJUSTMENTS

Boeing  will adjust as  described  in this  Attachment  B the  Maintenance  Cost
Benchmark Data submitted in Attachment A, the Target  Maintenance Costs reported
in Attachment C and Actual Maintenance Cost Data reported in Attachment D.

1.0      CURRENCY EXCHANGE RATE.

Boeing will convert  maintenance cost data submitted in the Customer's  currency
to U. S. Dollars by multiplying  such reported costs by the applicable  exchange
rate  published in the U.S.  edition of the Wall Street  Journal on the day (not
including  weekends or U. S. national  holidays)  nearest to the midpoint of the
applicable Reporting Period.

2.0      ESCALATION INDICES.

         2.1    MATERIAL PRICE INFLATION.

                The measure of material  price  inflation  will be the  Producer
Price Index for "Other  Aircraft  Parts and  Auxiliary  Equipment  Mfg"  ((North
American  Industry  Classification  System (NAICS) code 336413,  BLS Series ID =
PCU336413))  obtained from the publication  "Producer  Prices and Price Indexes"
published  monthly by the U.S.  Department of Labor,  Bureau of Labor Statistics
(BLS) or any comparable successor  publication  published by the U.S. Department
of Labor Bureau of Labor Statistics or any comparable successor agency (Material
Index).

         2.2    LABOR PRICE INFLATION.

                The measure of labor  price  inflation  will be the  "Employment
Cost Index for workers in aircraft manufacturing - Wages and Salaries" (ECI code
3721) obtained from the publication  published  quarterly by the U.S. Department
of Labor,  Bureau of Labor  Statistics or any comparable  successor  publication
published  by the U.S.  Department  of Labor Bureau of Labor  Statistics  or any
comparable  successor  agency (Labor Index).  As the Labor Index values are only
released on a quarterly basis, the value released for the month of March will be
used for the months of  January  and  February,  the value for the month of June
will be used  for the  months  of April  and May;  the  value  for the  month of
September will be used for the months of July and August;  and the value for the
month of December will be used for the months of October and November.

3.0      BENCHMARK METHOD FOR DETERMINING TARGET MAINTENANCE COSTS.

        3.1  The Target  Maintenance  Costs will be  determined  for the Covered
Aircraft  as  specified  in  subparagraphs  3.l  (a)  through  3.1  (g) of  this
Attachment B.



<PAGE>



                  (a) The Direct Material Costs reported in the maintenance Cost
         Benchmark  Data will be revised to values  expressed  in base year 2006
         (Base  Year) by  multiplying  such costs by the ratio of the average of
         the values for the Material Index published during the twelve months of
         the Base Year to the  average  of the  values  for the  Material  Index
         published  for the  months in which  such  Direct  Material  Costs were
         incurred.

                  (b) The Direct Labor Costs  reported in the  Maintenance  Cost
         Benchmark Data will be revised to values  expressed in the Base Year by
         multiplying  such  costs by the ratio of the  average of the values for
         the Labor Index published  during the twelve months of the Base Year to
         the average of the values for the Labor Index  published for the months
         in which the Benchmark Direct Material Costs were incurred.

                  (c) The methodology and the applicable factors will be used as
         set  forth  in  paragraph  5.6 of  this  Attachment  B to  convert  the
         Benchmark  Maintenance  Cost Data to a Mature  Benchmark  Fleet  Value,
         which reflects a maturity factor equal to 1.00.

                  (d) Next Boeing will decrease the Mature Benchmark Fleet Value
         by the percentage  specified in Article 5.2 of the Letter  Agreement to
         determine  the  Mature  Equivalent  Maintenance  Cost  for the  Covered
         Aircraft.

                  (e) From the Mature  Equivalent  Maintenance  Cost Boeing will
         derive the Covered  Aircraft  Maintenance  Cost Baseline Values for the
         elements described in Table 1 of this Attachment:

TABLE 1: Covered Aircraft Maintenance Cost Baseline


<TABLE>
<CAPTION>
                                          ------------------------------------------------------------------------
  <S>                                         <C>               <C>              <C>               <C>
                                                                                    Labor            Labor
                                              Material $        Material $        Hours per        Hours per
                                                per FH          per Cycle            FH              Cycle
                                          ------------------------------------------------------------------------
                                                  AA                BB               CC                DD
------------------------------------------------------------------------------------------------------------------
   Line
   A Check
   C or 1 C-3C Check
   D/SI or 4C/SI Check
     Brakes
     Wheels/Tires
     Landing Gear
     APU
     Other Components
   QEC Line
==================================================================================================================

</TABLE>


                  (f) The following formulas,  the Covered Aircraft  Maintenance
         Cost Baseline  Values and the  operational  assumptions for the Covered
         Aircraft



<PAGE>



         provided by Customer in  Attachment A to the Letter  Agreement  will be
         used to generate  the Target  Mature  Maintenance  Cost for the Covered
         Aircraft,  where the Target Mature  Maintenance  Cost is the sum of the
         values derived in the following formulas:

                  Target Mature  Material Cost (or TMC) = ((BB + (Average Flight
                  Time *  AA))/Average  Flight  Time)  * (1 -  Subcontract  %) *
                  In-house Material Factor

                  Target  Mature  Labor Cost (or TLC) = (((DD + (Average  Flight
                  Time * CC)) * In-house Labor Rate)/Average  Flight Time) * ( 1
                  - Subcontract %) * In-house Labor Factor

                  Target  Mature  Subcontract  Material  Cost (or TSMC) = ((BB +
                  (Average   Flight   Time  *   AA))/Average   Flight   Time)  *
                  (Subcontract %) * Contract Material Factor

                  Target  Mature  Subcontract  Labor  Cost  (or  TSLC) = (((DD +
                  (Average Flight Time * CC)) * Subcontract Labor  Rate)/Average
                  Flight Time) * (Subcontract %) * Contract Labor Factor

                  Where:  In-house  Material  Factor,   In-house  Labor  Factor,
                  Contracted  Material Factor,  and Contracted Labor Factor will
                  have  values  (1)  determined  by Boeing and  provided  to the
                  Customer on Attachment C and, if applicable,  Attachment F and
                  (2) are derived by dividing the Direct  Material Cost,  Direct
                  Labor Cost,  and  Subcontracted  Maintenance  Cost reported in
                  Attachment A (or  subsequently  in Attachment D) by fleet wide
                  industry averages which Boeing derives from published industry
                  sources and data collected from airlines.

                  (g) Then the methodology and the applicable  factors set forth
         in  paragraph  5.6 of this  Attachment  B will be applied to the Target
         Mature  Maintenance  Cost to determine the Target  Maintenance Cost for
         the Covered Aircraft for each Reporting Period.

4.0      REPORTING PERIOD ADJUSTMENTS.

The  reported  Direct  Material  Cost for a  Reporting  Period and the  reported
Subcontracted  Maintenance  Material Cost for a Reporting Period will be revised
to values express in the Base Year by multiplying such costs by the ratio of the
average of the values of the Material  Index  published for the twelve months of
the Base Year to the  average  of the values for the  Material  Index  published
during twelve months of the applicable Reporting Period.




<PAGE>



The  reported  Direct  Labor  Cost  for a  Reporting  Period  and  the  reported
Subcontracted  Maintenance Labor Cost for a Reporting Period will be revised (1)
by  multiplying  the  reported  Direct Labor Cost by the ratio of the Labor Rate
specified  in  the  operational  assumptions  section  of  Attachment  A to  the
Customer's  then-current  Labor Rate,  as reported in  Attachment  D, and (2) by
multiplying the reported  Subcontracted  Maintenance  Labor Cost by the ratio of
the   Subcontracted   Maintenance   Labor  Rate  specified  in  the  operational
assumptions section of Attachment A to the Subcontracted  Maintenance Labor Rate
as reported in Attachment D.

5.0      RECALCULATION OF TARGET MAINTENANCE COST.

         5.1      AIRFRAME MAINTENANCE PERFORMED BY OTHERS.

                  If during any Reporting  Period,  the operational  assumptions
reported in Attachment A and  subsequently  reported in Attachment D with regard
to airframe  maintenance  performed by others  (Subcontracted  Maintenance)  are
different by more than +/- 10% (absolute  value),  the In-house Material Factor,
In-house Labor Factor,  Contracted Material Factor, and Contracted Labor Factor,
as  applicable,  will be revised by Boeing by dividing the reported  maintenance
costs in Attachment D by fleet wide industry  averages which Boeing derives from
published industry sources and data collected from airlines.  Using such revised
factors  the Target  Maintenance  Cost for that  Reporting  Period  will then be
adjusted as specified in paragraph 5.3 below.

         5.2      AVERAGE FLIGHT TIME.

                  If the Actual  Average  Flight Time  (AAFT) for any  Reporting
Period differs from the Projected Average Flight Time (PAFT) of _______ hours by
more than +/- 0.5 Flight Hours, the target Direct Material Cost (TMC) and target
Direct  Labor  Cost  for  that  Reporting  Period  will be  adjusted  using  the
methodology as specified in paragraph 5.3 below to reflect the AAFT, where:

                  5.2.1  ACTUAL  AVERAGE  FLIGHT  TIME  (AAFT)  is  obtained  by
dividing  Total  Fleet  Flight  Hours  reported in  Attachment  D by Total Fleet
Landings reported in Attachment D, and

                  5.2.2  PROJECTED  AVERAGE  FLIGHT  TIME  (PAFT) is obtained by
dividing  Total  Fleet  Flight  Hours  reported in the  Operational  Assumptions
section of  Attachment  A by Total Fleet  Landings  reported in the  Operational
Assumptions section of Attachment A.

         5.3      METHOD FOR RECALCULATING TARGET MAINTENANCE COST.



<PAGE>



             As  permitted  by paragraph  5.1 or 5.2 of this  Attachment  B, the
Target  Maintenance Cost for a Reporting  Period will be recalculated  using the
following  formulas  and  using  the  operational  assumptions  provided  by the
Customer for the Reporting Period in Attachment D to the Letter Agreement:

Recalculated  Target  Material  Cost (or RTMC) = ((BB + (Average  Flight  Time *
AA))/Average Flight Time) * (1 - Subcontract %) * In-house Material Factor

         Recalculated Target Labor Cost (or RTLC) = (((DD + (Average Flight Time
         * CC)) * In-house Labor Rate)/Average Flight Time) * (1- Subcontract %)
         * In- house Labor Factor

         Recalculated  Target  Subcontract  Material  Cost  (or  RTSMC) = ((BB +
         (Average  Flight Time * AA))/Average  Flight Time) * (Subcontract  %) *
         Contract Material Factor

         Recalculated  Target  Subcontract  Labor  Cost  (or  RTSLC)  =  (((DD +
         (Average Flight Time * CC)) * Subcontract  Labor  Rate)/Average  Flight
         Time) * (Subcontract %) * Contract Labor Factor

             WHERE:  AA,  BB,  CC and DD have  the  values  reported  for  those
                     elements on Attachment C to the Letter Agreement.



<PAGE>



         5.4      COVERED AIRCRAFT.

                  The Target  Maintenance Cost is based on the number of Covered
Aircraft. If the number of Covered Aircraft changes during any Reporting Period,
the Target  Maintenance  Cost will be recalculated  for that Reporting Period to
address any change to the average fleet age by using the  methodology  specified
in paragraph 5.6, below.

         5.5      DELIVERY SCHEDULE.

                  The Target  Maintenance Cost is based on the delivery schedule
of Covered  Aircraft as described in Table 1 of the Purchase  Agreement.  If the
delivery  schedule for the Covered Aircraft changes during any Reporting Period,
the Target  Maintenance  Cost will be recalculated for that Reporting Period and
subsequent  Reporting  Periods to address any  resulting  changes to the average
fleet age using the methodology specified in paragraph 5.6, below.

         5.6      AGE ADJUSTMENT.

                  Age Adjustments  will be based on the average fleet age during
a Reporting  Period and the factors set forth in the table  below..  Maintenance
Cost  Benchmark  Data will be adjusted  to  Maturity by dividing  the cost for a
given period by the Maturity Factor which  corresponds to the average fleet age.
The Target  Maintenance Cost will be calculated by multiplying the Target Mature
Maintenance Cost by the maturity factor  corresponding to the average age of the
Covered Aircraft at the time of the Reporting Period.

         5.7      COVERED AIRCRAFT CONFIGURATION.

                  Target  Maintenance  Costs set forth in this Program are based
on the  configuration  for the Covered Aircraft as set forth in Exhibit A to the
Purchase  Agreement  as of the date of signing of the Purchase  Agreement.  Such
Target  Maintenance  Costs may be  recalculated  as  appropriate  to reflect the
configuration of the Covered Aircraft at the time of delivery to Customer and to
reflect any changes to the configuration occurring during the Program Term.





<PAGE>




<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                   MATURITY FACTORS
                                                                    MSG-3 AIRPLANES
------------------------------------------------------------------------------------------------------------------------------------
    FLT HRS/YR       1,500       2,000       2,500      3,000       3,500       4,000        4,500      5,000      5,500      6,000
------------------------------------------------------------------------------------------------------------------------------------
                   MATURITY FACTOR
                   -----------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>         <C>         <C>        <C>         <C>         <C>          <C>        <C>        <C>        <C>
        0             0.250       0.250       0.250      0.250       0.250       0.250        0.250      0.250      0.250      0.250
        1             0.380       0.380       0.380      0.380       0.380       0.380        0.380      0.380      0.380      0.380
        2             0.650       0.650       0.650      0.650       0.650       0.650        0.650      0.650      0.650      0.650
        3             0.840       0.840       0.840      0.840       0.840       0.840        0.840      0.840      0.840      0.840
        4             0.920       0.920       0.920      0.920       0.920       0.920        0.920      0.920      0.920      0.920
        5             0.965       0.965       0.965      0.965       0.965       0.965        0.965      0.965      0.965      0.965
        6             0.980       0.980       0.980      0.980       0.980       0.980        0.980      0.980      0.980      0.980
        7             1.000       1.000       1.000      1.000       1.000       1.000        1.000      1.000      1.000      1.000
        8                 1           1           1          1           1           1            1          1          1          1
        9                 1           1           1          1           1           1            1          1          1          1
       10                 1           1           1          1           1           1            1          1          1          1
       11                 1           1           1          1           1           1            1          1          1          1
       12                 1           1           1          1           1           1            1          1          1          1
       13                 1           1           1          1           1           1            1          1          1          1
       14                 1           1           1          1           1           1            1          1          1          1
       15             1.015       1.020       1.025      1.030       1.035       1.040        1.045      1.050      1.055      1.060
       16             1.030       1.040       1.050      1.060       1.070       1.080        1.090      1.100      1.110      1.120
       17             1.045       1.060       1.075      1.090       1.105       1.120        1.135      1.150      1.165      1.180
       18             1.060       1.080       1.100      1.120       1.140       1.160        1.180      1.200      1.220      1.240
       19             1.075       1.100       1.125      1.150       1.175       1.200        1.225      1.250      1.275      1.300
       20             1.090       1.120       1.150      1.180       1.210       1.240        1.270      1.300      1.330      1.360
       21             1.105       1.140       1.175      1.210       1.245       1.280        1.315      1.350      1.385      1.420
       22             1.120       1.160       1.200      1.240       1.280       1.320        1.360      1.400      1.440      1.480
       23             1.135       1.180       1.225      1.270       1.315       1.360        1.405      1.450      1.495      1.540
       24             1.150       1.200       1.250      1.300       1.350       1.400        1.450      1.500      1.550      1.600
       25             1.165       1.220       1.275      1.330       1.385       1.440        1.495      1.550      1.605      1.660
       26             1.180       1.240       1.300      1.360       1.420       1.480        1.540      1.600      1.660      1.720
       27             1.195       1.260       1.325      1.390       1.455       1.520        1.585      1.650      1.715      1.780
       28             1.210       1.280       1.350      1.420       1.490       1.560        1.630      1.700      1.770      1.840
       29             1.233       1.310       1.388      1.465       1.543       1.620        1.698      1.775      1.853      1.930
       30             1.255       1.340       1.425      1.510       1.595       1.680        1.765      1.850      1.935      2.020
       31             1.278       1.370       1.463      1.555       1.648       1.740        1.833      1.925      2.018      2.110
       32             1.300       1.400       1.500      1.600       1.700       1.800        1.900      2.000      2.100      2.200
       33             1.323       1.430       1.538      1.645       1.753       1.860        1.968      2.075      2.183      2.290
       34             1.345       1.460       1.575      1.690       1.805       1.920        2.035      2.150      2.265      2.380
       35             1.368       1.490       1.613      1.735       1.858       1.980        2.103      2.225      2.348      2.470
       36             1.390       1.520       1.650      1.780       1.910       2.040        2.170      2.300      2.430      2.560
       37             1.413       1.550       1.688      1.825       1.963       2.100        2.238      2.375      2.513      2.650
       38             1.435       1.580       1.725      1.870       2.015       2.160        2.305      2.450      2.595      2.740
       39             1.458       1.610       1.763      1.915       2.068       2.220        2.373      2.525      2.678      2.830
       40             1.480       1.640       1.800      1.960       2.120       2.280        2.440      2.600      2.760      2.920
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


Note: For all intermediate utilization, interpolate between factors
Maturity is defined as a maturity factor of one (1).




<PAGE>



ATTACHMENT C - TARGET MAINTENANCE COST FOR COVERED AIRCRAFT AND COVERED AIRCRAFT
                              MAINTENANCE BASELINE

       To:           Atlas Air, Inc.

       Reference:    Letter Agreement No. 6-1162-ILK-0206 to Purchase Agreement
                     No. 3134

                     Airframe Maintenance Cost Protection Program

       Subject:     Target Maintenance Cost reported pursuant to Article 5.2 of
                    the referenced Letter Agreement


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                        Target             Target              Target               Target
                                        Direct             Direct           Subcontracted        Subcontracted        Projected
                          Average        Labor            Material           Maintenance          Maintenance           Target
  Reporting     Fleet     Fleet          Cost       +       Cost       +     Labor Cost          Material Cost   =   Maint. Cost
    PERIOD       Size      Age      ($ PER FLT HR)     ($ PER FLT HR)      ($ PER FLT HR)       ($ PER FLT HR)      ($ PER FLT HR)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>          <C>          <C>  <C>           <C>  <C>                  <C>             <C>   <C>
     One                                $            +    $             +                         $               =
------------------------------------------------------------------------------------------------------------------------------------
     Two                                $            +    $             +                         $               =
------------------------------------------------------------------------------------------------------------------------------------
    Three                               $            +    $             +                         $               =
------------------------------------------------------------------------------------------------------------------------------------
     Four                               $            +    $             +                         $               =
------------------------------------------------------------------------------------------------------------------------------------
     Five                               $            +    $             +                         $               =
------------------------------------------------------------------------------------------------------------------------------------


</TABLE>

         COVERED AIRCRAFT MAINTENANCE COST BASELINE VALUES


<TABLE>
<CAPTION>
                                              -------------------------------------------------------
                                                Material $   Material $      Labor        Labor
                                                                           Hours per    Hours per
                                                  per FH      per Cycle       FH          Cycle
                                              -------------------------------------------------------
<S>                                             <C>          <C>          <C>           <C>
                                                    AA           BB           CC            DD
-----------------------------------------------------------------------------------------------------
   Line
   A Check
   C or 1C-3C Check
   D/SI or 4C/SI Check
     Brakes
     Wheels/Tires
     Landing Gear
     APU
     Other Components
   QEC Line
=====================================================================================================

</TABLE>


<PAGE>



To:               Director - BCA Warranty and Supplier Suport
                  Boeing Commercial Airplanes
                  P.O. Box 3707     Mail Stop 76-02
                  Fax: 206-544-9171
                  Seattle, Washington 98124-2207

Reference:        Letter Agreement No. 6-1162-ILK-0206 to Purchase Agreement No.
                  3134 Airframe Maintenance Cost Protection Program

Subject:          Data reported pursuant to Article 6.0 of the referenced Letter
                  Agreement.

Reporting Period No. ______
Beginning date __________ ending date __________

Currency of the costs shown below:   _________


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Subcontracted             Subcontracted
                                     Direct                    Direct               Maintenance Labor        Maintenance Material
          Actual                   Labor Cost               Material Cost                 Costs                     Costs
     Maintenance Costs            (total cost)              (total cost)               (total cost)              (total cost)
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                      <C>                      <C>                       <C>                       <C>
   Total
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


Note: The above labor costs have been calculated in accordance with Article 4.2.
of the  referenced  Letter  Agreement  and are  exclusive  of time  consumed  by
employees while waiting for work, traveling to or from work, training, vacation,
sick leave, or in any other similar absences from the actual  maintenance  work.
The above material costs have been  calculated in accordance with Article 4.2 of
the referenced  Letter  Agreement and exclude all costs described in Article 9.0
therein.

------------------------------------------------------
   Direct Labor Rate
   ($ per Labor Hour)
------------------------------------------------------
   Maintenance
   Subcontracted. %
------------------------------------------------------
   Subcontract Labor Rate
   ($ per Labor Hour)
------------------------------------------------------
   Annual Fleet Landings
   (Total for Year)
------------------------------------------------------
   Annual Fleet Fight Hours
   (Total for Year)
------------------------------------------------------
   Average Number of
   Covered Aircraft
------------------------------------------------------

The above labor rate has been  calculated in accordance  with Article 4.2 of the
Letter Agreement and excludes,  without limitation, all fringe benefits, premium
time allowances, social charges and business taxes.




<PAGE>



By                                                 Date
    --------------------------------------              ------------------------

Its
    --------------------------------



<PAGE>



To:               Atlas Air, Inc.

Reference:        Letter Agreement No 6-1162-ILK-0206 to Purchase Agreement No.
                  3134 Airframe Maintenance Guarantee

Subject:          Data reported pursuant to Article 7.0 of the referenced Letter
                  Agreement.

Reporting Period No. ______
Beginning date _________ ending date _________

Actual Maintenance Costs as reported by Customer expressed in U.S. Dollars:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Subcontracted             Subcontracted
                                     Direct                    Direct               Maintenance Labor        Maintenance Material
          Actual                   Labor Cost               Material Cost                 Costs                     Costs
     Maintenance Costs            (total cost)              (total cost)               (total cost)              (total cost)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                     <C>                      <C>
   Total
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


Actual  Maintenance  Costs and Target  Maintenance Costs as determined by Boeing
expressed in U.S. dollars.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                   Reporting         Reporting        Reporting       Reporting        Reporting
                                                    Period 1         Period 2         Period 3         Period 4        Period 5
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>              <C>             <C>              <C>
   Year
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
   Year dollars
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
   Direct Labor Cost
------------------------------------------------------------------------------------------------------------------------------------
   Direct Material Cost
------------------------------------------------------------------------------------------------------------------------------------
   Subcontracted Maintenance Labor Cost
------------------------------------------------------------------------------------------------------------------------------------
   Subcontracted Maintenance Material Cost
------------------------------------------------------------------------------------------------------------------------------------
   Total Actual Maintenance Cost
------------------------------------------------------------------------------------------------------------------------------------
   Cumulative Actual Maintenance Cost
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
   Total Fleet Flight Hours
------------------------------------------------------------------------------------------------------------------------------------
   Total Fleet Landings
------------------------------------------------------------------------------------------------------------------------------------
   Number of Covered Aircraft
------------------------------------------------------------------------------------------------------------------------------------
   Per man-hour Labor Rate
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
   Material Inflation factor
------------------------------------------------------------------------------------------------------------------------------------
   Currency Exchange factor
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
   Target Labor Cost
------------------------------------------------------------------------------------------------------------------------------------
   Target Material Cost
------------------------------------------------------------------------------------------------------------------------------------
   Target Maintenance Cost
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>


--------------------------------------------------------------------------------
   Cumulative Target
   Maintenance Cost
--------------------------------------------------------------------------------

Very truly yours,

                               THE BOEING COMPANY

Reported by
                       ---------------------------------

Its
                       ---------------------------------

Date
                       ---------------------------------



<PAGE>


                         ATTACHMENT  F  -  RECALCULATED  AND  ADJUSTED  TARGET
                         MAINTENANCE COST FOR COVERED AIRCRAFT

         To:            Atlas Air, Inc.

         Reference:     Letter Agreement No. 6-1162-ILK-0206 to Purchase
                        Agreement No. 3134

                        Airframe Maintenance Cost Protection Program

         Subject:      Data reported pursuant to Article 5.3 of the referenced
                       Letter Agreement.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                  Average       Target      +      Target      +     Target             Target      =   Projected
                                   Fleet        Direct             Direct         Subcontracted     Subcontracted         Target
                                    Age          Labor            Material         Maintenance       Maintenance       Maintenance
     Reporting         Fleet                     Cost               Cost           Labor Cost       Material Cost          Cost
       PERIOD           Size                ($ PER FLT HR)     ($ PER FLT HR)    ($ PER FLT HR)     ($ PER FLT HR)    ($ PER FLT HR)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>  <C>           <C>    <C>             <C>           <C>    <C>
        One                                    $            +     $            +                      $             =
------------------------------------------------------------------------------------------------------------------------------------
        Two                                    $            +     $            +                      $             =
------------------------------------------------------------------------------------------------------------------------------------
       Three                                   $            +     $            +                      $             =
------------------------------------------------------------------------------------------------------------------------------------
        Four                                   $            +     $            +                      $             =
------------------------------------------------------------------------------------------------------------------------------------
        Five                                   $            +     $            +                      $             =
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>




                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543
  [GRAPHIC OMITTED]
                                Subject:     Special Matters relating to [ * ]

                                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
                                terns  used  but  not  defined  in  this  Letter
                                Agreement  have  the  same  meaning  as  in  the
                                Purchase Agreement.

                                RECITALS

                                [ * ]









<PAGE>



                                AGREEMENT

                                [ * ]





                                Very truly yours,

                                THE BOEING COMPANY

                                By:   [ * ]
                                      ----------------------------------------
  [GRAPHIC OMITTED]
                                Its:             Attorney In Fact
                                      ----------------------------------------

                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

                                      /s/ William J. Flynn
                                ----------------------------------------------

                                By:   Mr. William J. Flynn
                                      ----------------------------------------

                                Its:  President and Chief Executive Officer
                                      ----------------------------------------



<PAGE>




                                                          THE BOEING COMPANY
                                                          P.O. Box 3707
                                                          Seattle, WA 98124-2207



                                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).
  [GRAPHIC OMITTED]
                                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 [ * ] and [ * ].



<PAGE>




                                        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).
  [GRAPHIC OMITTED]
                                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.


<PAGE>







                                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.
  [GRAPHIC OMITTED]
                                Very truly yours,

                               THE BOEING COMPANY

                                By   [ * ]
                                     -------------------------------------------

                                Its               Attorney-In-Fact
                                     -------------------------------------------


<PAGE>



                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.
 [GRAPHIC OMITTED]
                                      /s/ William J. Flynn
                                --------------------------------------------

                                By:   Mr. William J. Flynn
                                      --------------------------------------

                                Its:  President and Chief Executive Officer
                                      --------------------------------------


<PAGE>


                                                          THE BOEING COMPANY
                                                          P.O. Box 3707
                                                          Seattle, WA 98124-2207




                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543

                                Subject:         Aircraft Performance Guarantees

                                Reference:       Purchase   Agreement  No.  3134
                                                 (the   PURCHASE   AGREEMENT)  I
                                                 between  The   Boeing   Company
                                                (BOEING)  and  Atlas  Air,  Inc.
                                                (CUSTOMER)   relating to  Boeing
                                                 Model  747-8 Freighter aircraft
                                                 (the AIRCRAFT)
  [GRAPHIC OMITTED]
                                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.

                                Boeing  agrees  to  provide  Customer  with  the
                                performance guarantees in the Attachment.  These
                                guarantees   are   exclusive   and  expire  upon
                                delivery of the Aircraft to Customer.

                                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
                                    --------------------------------


<PAGE>





                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

  [GRAPHIC OMITTED]                 /s/ William J. Flynn
                                    ------------------------------------------

                                By:  Mr.William J. Flynn
                                     ------------------------------------------

                                Its: President and Chief Executive Officer
                                     ------------------------------------------




<PAGE>


                               BOEING PROPRIETARY
                       MODEL 747-8F PERFORMANCE GUARANTEES
                               FOR ATLAS AIR, INC.

              SECTION                 CONTENTS

                   1         AIRCRAFT MODEL APPLICABILITY

                   2         FLIGHT PERFORMANCE

                   3         MANUFACTURER'S EMPTY WEIGHT

                   4         SOUND LEVELS

                   5         RUNWAY LOADING

                   6         AIRCRAFT CONFIGURATION

                   7         GUARANTEE CONDITIONS

                   8         GUARANTEE COMPLIANCE

                   9         EXCLUSIVE GUARANTEES



<PAGE>




1              AIRCRAFT MODEL APPLICABILITY

               [ * ]

2              FLIGHT PERFORMANCE

2.1            MISSION

                  [ * ]

2.1.1          MISSION PAYLOAD

                  [ * ]

<PAGE>





[ * ]




<PAGE>



[ * ]




<PAGE>



2.1.2         MISSION BLOCK FUEL



                  [ * ]









2.1.3               MISSION PAYLOAD


                    [ * ]













<PAGE>



                    [ * ]








<PAGE>




                    [ * ]







<PAGE>







2.1.4               MISSION BLOCK FUEL

                    [ * ]






<PAGE>






2.1.5               MISSION PAYLOAD

                    [ * ]




<PAGE>



                    [ * ]







<PAGE>





                    [ * ]








<PAGE>





                    [ * ]













<PAGE>



         2.1.6             MISSION BLOCK FUEL

                           [ * ]






<PAGE>









         2.1.7             MISSION PAYLOAD

                           [ * ]









<PAGE>






                             [ * ]






<PAGE>



                             [ * ]








<PAGE>







         2.1.8               MISSION BLOCK FUEL

                             [ * ]





<PAGE>







         2.1.9             CUSTOMER WEIGHT CHANGES

                           [ * ]





<PAGE>



         2.1.10            STANDARD AND OPERATIONAL ITEMS ALLOWANCES

                           [ * ]





































<PAGE>



         3                 MANUFACTURER'S EMPTY WEIGHT

                           [ * ]








         4                 SOUND LEVELS

         4.1               CERTIFICATION

                           [ * ]

         4.2               FLYOVER CONDITION

                           [ * ]





         4.3               LATERAL CONDITION

                           [ * ]






<PAGE>


         4.4      APPROACH CONDITION

                  [ * ]

         4.5      DEPARTURE CONDITION

                  [ * ]

         4.6      CUMULATIVE NOISE CERTIFICATION MARGIN TO CHAPTER 4 /
                  STAGE 4 RULE

                  [ * ]




<PAGE>



         5        RUNWAY LOADING

         5.1      MAXIMUM ACN VALUE - FLEXIBLE PAVEMENT - PRELIMINARY

                  The Aircraft Classification Number (ACN) for flexible pavement
                  having  subgrade Codes A through D, at the maximum taxi weight
                  of 441,345  kilograms  (973,000 pounds) with 94.6% of the load
                  on the  main  gear and  with  the  main  gear  tires at a tire
                  pressure of 220 pounds per square  inch,  shall not exceed the
                  following guarantee value:


                  [ * ]


         5.2      MAXIMUM ACN VALUE - RIGID PAVEMENT

                  The Aircraft  Classification  Number (ACN) for rigid  pavement
                  having  subgrade Codes A through D, at the maximum taxi weight
                  of 441,345  kilograms  (973,000 pounds) with 94.6% of the load
                  on the  main  gear and  with  the  main  gear  tires at a tire
                  pressure of 220 pounds per square  inch,  shall not exceed the
                  following guarantee value:


                  [ * ]

         6        AIRCRAFT CONFIGURATION

         6.1      The guarantees  contained in this  Attachment arc based on the
                  Aircraft  configuration  as defined in the original release of
                  Detail  Specification  TBD  (hereinafter  referred  to as  the
                  Detail  Specification).  Appropriate  adjustment shall be made
                  for  changes  in such  Detail  Specification  approved  by the
                  Customer  and  Boeing or  otherwise  allowed  by the  Purchase
                  Agreement which cause changes to the flight performance and/or
                  weight and balance of the Aircraft.  Such adjustment  shall be
                  accounted for by Boeing in its evidence of compliance with the
                  guarantees.



<PAGE>



         6.2      The guarantee payloads of Paragraph 2.1.1,  2.1.3,  2.1.5, and
                  2.1.7 and the specified  payloads of the guarantee block fuels
                  of Paragraphs 2.1.2,  2.1.4, 2.1.6, and 2.1.8 will be adjusted
                  by Boeing for the effect of the  following  in its evidence of
                  compliance with the guarantees:

                  (1) Changes to the Detail  Specification  or any other changes
                  mutually  agreed  upon  between  the  Customer  and  Boeing or
                  otherwise allowed by the Purchase Agreement.

                  (2) The  difference  between the component  weight  allowances
                  given  in  Appendix  IV of the  Detail  Specification  and the
                  actual weights.

         7        GUARANTEE CONDITIONS

         7.1      [ * ].

         7.2      The FAA Regulations  (FAR) referred to in this Attachment are,
                  unless otherwise  specified,  Code of Federal  Regulations 14,
                  Part 25, amended by Amendments 25-1 through 25-117, subject to
                  the approval of the Federal Aviation Administration.

         7.3      In the  event  a  change  is  made  to any  law,  governmental
                  regulation or  requirement,  or in the  interpretation  of any
                  such law, governmental  regulation or requirement that affects
                  the  certification  basis for the  Aircraft  as  described  in
                  Paragraph  4.1 or 7.2,  and as a result  thereof,  a change is
                  made  to  the  configuration  and/or  the  performance  of the
                  Aircraft in order to obtain certification,  the guarantees set
                  forth in this Attachment  shall be  appropriately  modified to
                  reflect any such change.

         7.4      [ * ].



<PAGE>



         7.5      [ * ].

         7.6      [ * ].

         7.7      [ * ].

         7.8      [ * ].

         8        GUARANTEE COMPLIANCE

         8.1      Compliance with the guarantees of Sections 2, 3, 4 and 5 shall
                  be based on the conditions  specified in those  sections,  the
                  Aircraft   configuration   of  Section  6  and  the  guarantee
                  conditions of Section 7.

         8.2      Compliance with the takeoff portion of the mission  guarantees
                  and the  community  sound level  guarantees  of  Sections  4.1
                  through 4.6 shall be based on the FAA approved Airplane Flight
                  Manual for the Model 747- 8F.

         8.3      Compliance with the climb,  cruise and descent portions of the
                  mission  guarantees shall be established by calculations based
                  on  flight   test  data   obtained   from  an  aircraft  in  a
                  configuration   similar   to  that   defined   by  the  Detail
                  Specification.



<PAGE>



         8.4      [ * ].

         8.5      [ * ].

         8.6      The data  derived  from tests shall be adjusted as required by
                  conventional   methods   of   correction,   interpolation   or
                  extrapolation  in  accordance  with  established   engineering
                  practices  to  show  compliance  with  these   guarantees.   A
                  compliance  report  and  cruise  fuel  mileage  substantiation
                  document will be provided. More information can be provided as
                  necessary at customer's request.

         8.7      Compliance  shall be based on the  performance of the airframe
                  and engines in combination, and shall not be contingent on the
                  engine meeting its manufacturer's performance specification.

         9        EXCLUSIVE GUARANTEES

                  The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.





<PAGE>


                                                          THE BOEING COMPANY
                                                          P.O. Box 3707
                                                          Seattle, WA 98124-2207




                                Atlas Air, Inc.
                                2000 Westchester Ave
                                PURCHASE NY 10577-2543
                                U.S.A.

                                Subject:        Remedy for Deviation  from Block
                                                Fuel Guarantees

                                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)

[GRAPHIC  OMITTED]                              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.

                                The     attachment    to    Letter     Agreement
                                6-1162-ILK-0209  contains performance guarantees
                                (the PERFORMANCE  GUARANTEES)  applicable to the
                                Aircraft   in   accordance   with  such   Letter
                                Agreement,  which  includes  Mission  Block Fuel
                                guarantees.  Customer has requested  that Boeing
                                provide an assurance that fuel burn performance,
                                as   indicated   by  the   Mission   Block  Fuel
                                guarantees,  of the  Aircraft  is not worse than
                                the applicable guarantee level.

                                In response to Customer's request, Boeing offers
                                the following  program and economic  remedies in
                                the event that the guarantee  compliance  report
                                furnished to Customer for the Aircraft  pursuant
                                to Article  5.4 of the AGTA  shows  demonstrated
                                values for the  Mission  Block  Fuel  guarantees
                                which are worse than the guarantee values.

                                1. DEMONSTRATION OF COMPLIANCE.

                                                 1.1   STANDARD METHOD.

                                                Article 5.4 of the AGTA provides
                                a procedure for demonstration of compliance with
                                the  Performance  Guarantees  prior to delivery.
                                That   method   will  be  used  to   demonstrate
                                compliance   with   the   Mission   Block   Fuel
                                guarantees which, if not met, will result in the
                                economic  remedies  as  described  beginning  in
                                paragraph 2.

                                1.2 POST-DELIVERY RECOURSE.

                                If, during the first thirty (30) days after each
                                Covered Aircraft begins revenue service (Initial
                                Monitoring  Period), as Customer acquires cruise
                                fuel   mileage   data   using  the   methodology
                                described in  Attachment  B of Letter  Agreement
                                6-1162-ILK-0204   (747-8  Freighter  Performance
                                Retention Commitment) on such Aircraft, Customer
                                is  concerned  the  fuel  mileage  level of such
                                Aircraft when combined with the delivered MEW of
                                that airplane would not have met the





<PAGE>



                                Performance  Guarantees,  Customer  may  request
                                that Boeing perform the following actions:

                                                1) Investigate  the fuel mileage
                                of   that   airplane   using   Paragraphs   6.1,
                                Attachment  A  and  Attachment  B of  the  747-8
                                Freighter  Performance  Retention  Commitment as
                                guidelines.

                                                2)  Review   airplane   weighing
                                information   for   reconciliation    with   the
                                Performance Guarantees.

                                        3) If the fuel mileage data  obtained in
                                the Initial  Monitoring Period is not sufficient
                                to  determine  the  fuel  mileage  level  of the
                                airplane  within  adequate  accuracy,  it may be
[GRAPHIC OMITTED]               necessary that Customer support participation in
                                revenue   service   flight   survey   by  Boeing
                                observers or support  limited  dedicated  flight
                                testing on their  aircraft  for the  purposes of
                                acquiring  cruise fuel mileage  performance data
                                to be used in  further  evaluation  of the  Fuel
                                Mileage   Performance  Level  of  the  airplane.
                                Boeing may  provide  the  services  of up to two
                                performance  engineers  at no charge to Customer
                                to accompany such revenue or test flights.

                                        If these actions  determine the airplane
                                would  not  have  been in  compliance  with  the
                                Performance  Guarantees at the time of delivery,
                                then  such  non-compliance  will  result  in the
                                economic  remedies  as  described  beginning  in
                                paragraph 2.

                                2.      RIGHTS AND  OBLIGATIONS IN THE EVENT THE
                                        AIRCRAFT FAILS TO MEET THE MISSION BLOCK
                                        FUEL GUARANTEES.

                                2.1     AIRCRAFT DELIVERY.

                                        In the event any  Aircraft,  at the time
                                of tender by Boeing  for  delivery  to  Customer
                                fails to  comply  with the  Mission  Block  Fuel
                                guarantees,  Customer shall not refuse to accept
                                delivery  of  such  Aircraft   because  of  such
                                noncompliance,   subject   to  the   terms   and
                                conditions hereinafter set forth.

                                2.2     CORRECTION  OF  NONCOMPLIANCE  WITH  THE
                                        MISSION BLOCK FUEL GUARANTEES.

                                                2.2.1 To the extent economically
                                and technically practicable, Boeing will use its
                                best reasonable  efforts to design,  or cause to
                                be designed by the Engine Manufacturer, airplane
                                drag   improvement   parts  and/or  engine  TSFC
                                improvement  parts  (IMPROVEMENT  PARTS)  which,
                                when  installed  in such  Aircraft  or  engines,
                                would  result in an  improvement  in the  cruise
                                fuel mileage  performance.  Boeing shall provide
                                and/or  shall  cause  Engine   Manufacturer   to
                                provide,   as  appropriate,   reimbursement  for
                                Customer's  incorporation of such  improvements,
                                corrections,  or changes at the  warranty  labor
                                rate then in effect  between Boeing and Customer
                                or  Engine   Manufacturer   and   Customer,   as
                                applicable.  Changes  related to  Engines  shall
                                apply  also to spare  Engines  on terms not less
                                favorable  to  Customer.  Boeing  and/or  Engine
                                Manufacturer  shall  give  Customer   reasonable
                                advance written notice of the


<PAGE>



                                                estimated    on-dock   date   at
                                Customer's   maintenance   base   for  any  such
                                Improvement Parts.
  [GRAPHIC OMITTED]
                                                2.2.2  If   Boeing   elects   to
                                provide  or  causes to be  provided  Improvement
                                Parts  for  such   Aircraft  or  engines,   then
                                Customer  and Boeing shall  mutually  agree upon
                                the  details  of  such  an   Improvement   Parts
                                program.  To the  extent  Boeing  and/or  Engine
                                Manufacturer  are  required  to  support  such a
                                program,  such  support  shall be provided at no
                                charge to Customer.

                                                2.2.3  If  Customer   elects  to
                                incorporate  Improvement  Parts in such Aircraft
                                and/or  engines,   they  shall  be  incorporated
                                within a mutually  agreed  upon  period of time,
                                but in no event to exceed ninety (90) days after
                                the  delivery  of  such  Improvement   Parts  to
                                Customer   for   modifications   that   can   be
                                accomplished on the line. Improvement Parts with
                                more  extensive  modifications  requiring a shop
                                visit  shall be  installed  within the  mutually
                                agreed  period of time.  All  Improvement  Parts
                                shall be  incorporated in accordance with Boeing
                                and Engine Manufacturer instructions.

                                                2.2.4   Boeing   shall   not  be
                                obligated  to furnish any  Improvement  Parts in
                                addition  to  those   necessary   to  cause  the
                                Aircraft to comply  with the Mission  Block Fuel
                                guarantees.

                                3. PAYMENTS.

                                        In  the  event   that   Boeing  has  not
                                designed (or caused to be designed by the Engine
                                Manufacturer)   and   delivered   to   Customer.
                                Improvement  Parts to correct the failure of the
                                Aircraft   to  meet  the   Mission   Block  Fuel
                                guarantees  within 60 days from  delivery of the
                                Aircraft,   such  failure  will  result  in  the
                                economic remedies as described below. No payment
                                shall be made for any portion of the  deficiency
                                corrected for by Improvement Parts that have not
                                been  incorporated  (i) within  ninety (90) days
                                after the delivery of such Improvement  Parts to
                                Customer   for   modifications   that   can   be
                                accomplished  on  the  line  or  (ii)  for  more
                                extensive  modifications  requiring a shop visit
                                within the mutually agreed upon period of time.

                                3.1 ANNUAL EXCESS FUEL BURN AMOUNT.

                                        Boeing will pay to Customer annually for
                                a period not  exceeding [ * ] after the delivery
                                of each such  Aircraft,  an amount  equal to the
                                Annual  [  *  ]  Amount   for  the   immediately
                                preceding  calendar  year.  The  "ANNUAL  [  * ]
                                AMOUNT" is the sum of each  Monthly [ * ] Amount
                                (as defined below) for all months in such Annual
                                Period. The "MONTHLY [ * ] AMOUNT" is defined as
                                and shall be calculated  in accordance  with the
                                following formula:


<PAGE>



                             [ * ]

  [GRAPHIC OMITTED]








<PAGE>



                             [ * ]



  [GRAPHIC OMITTED]

                                3.2     LIMITATION    ON   CREDITS    FOR   FUEL
                                        COMPENSATION.

                                        3.2.1  Payments to Customer  pursuant to
                                Paragraph   3.1   above   shall  be  by   credit
                                memorandum   issued  by  Boeing   and/or  Engine
                                Manufacturer.

                                        3.2.2  In  no  event   shall  the  total
                                aggregate  amount paid by Boeing  and/or  Engine
                                Manufacturer  to Customer  pursuant to Paragraph
                                3.1 above  exceed [ * ] in an Annual  Period per
                                Aircraft,  or as  adjusted by Boeing for changes
                                in the price of Kerosene  Base,  Commercial  Jet
                                Fuel in accordance with the formula set forth in
                                the Attachment A hereto for each Aircraft in any
                                Annual  Period.  Any  payments  made  under this
                                Letter   Agreement  shall  be  as  a  result  of
                                operation of the Aircraft by Customer.

                                3.3     CREDIT ADJUSTMENTS.

                                        The  amount of  performance  improvement
                                attributable to any  Improvement  Parts shall be
                                determined by analysis based on data supplied by
                                Boeing  and  certified  to be correct by Boeing.
                                The amount of such  improvement  shall be deemed
                                to be the amount of  improvement  as  calculated
                                using reasonable engineering interpretations and
                                calculations   based  on  the   data   furnished
                                pursuant to Article 5.4 of AGTA-TLS and the data
                                furnished pursuant to this Paragraph 3.3.

                                4.      DUPLICATION OF BENEFITS.

                                        Boeing and Customer agree that it is not
                                the  intent of the  parties  under  this  Letter
                                Agreement   to  cause   Boeing   and/or   engine
                                manufacturer  to provide  duplicate  benefits to
                                Customer  for the same  event  which  results in
                                Customer's unjust enrichment,  provided that, in
                                the  case  of  any  such   duplicate   benefits,
                                Customer  shall be  entitled to elect to receive
                                the benefit which is most favorable to Customer.

                                5.      ASSIGNMENT PROHIBITED.

                                        Notwithstanding  any other provisions of
                                the   Purchase   Agreement,   the   rights   and
                                obligations  described in this Letter  Agreement
                                are provided to


<PAGE>



                                Customer in consideration of Customer's becoming
                                the  operator  of the  Aircraft,  and  cannot be
                                assigned, in whole or in part, without the prior
                                written consent of Boeing.

                                6.      EXCLUSIVE REMEDY.

                                        Performance of the  commitments  made in
                                this letter  agreement  by Boeing in  accordance
                                with the terms  and  conditions  of this  letter
                                agreement  is  in  substitution  for  all  other
                                damages  and  remedies  recoverable  by Customer
                                from Boeing and shall constitute complete,  full
                                and final  settlement  and  satisfaction  of all
                                Boeing's  obligation and liabilities to Customer
                                arising  out of failure of the  Aircraft to meet
                                the  Mission  Block  Fuel  guarantees.  Customer
                                hereby  waives and  releases  all other  rights,
                                remedies,  claims and  causes of action  against
                                Boeing  relating to the failure of the  Aircraft
                                to meet the Mission Block Fuel guarantees.

                                7.      CONFIDENTIAL TREATMENT.

  [GRAPHIC OMITTED]
                                        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.


<PAGE>

                                If  the  foregoing  correctly  sets  forth  your
                                understanding  of our agreement  with respect to
                                the matters treated above,  please indicate your
                                acceptance and approval below.

                                Very truly yours,

  [GRAPHIC OMITTED]
                                THE BOEING COMPANY

                                By    [ * ]
                                      ----------------------------------------

                                Its              ATTORNEY IN FACT
                                      ----------------------------------------

                                ACCEPTED AND AGREED TO:

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

                                By    /s/ William J. Flynn
                                     ----------------------------------------

                                Its   President and Chief Executive Officer
                                     ----------------------------------------


<PAGE>



                           [ * ]



<PAGE>



                           [ * ]



<PAGE>


                                                     BOEING COMMERCIAL AIRPLANES
                                                     P.O. Box 3707
                                                     Seattle, WA 98124-2207


                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543

                                Subject: Demonstration Flight Waiver

                                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  consisting of twelve
                                        (12) firm Boeing  Model 747-8  Freighter
                                        Aircraft (FIRM Aircraft), one (1) option
                                        to purchase Boeing Model 747-8 Freighter
[GRAPHIC OMITTED]                       Aircraft (OPTION  AIRCRAFT) and thirteen
                                        (13)  rights to  purchase  Boeing  Model
                                        747-8   Freighter   Aircraft   (PURCHASE
                                        RIGHTS      AIRCRAFT),      collectively
                                        (AIRCRAFT)

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

                                DEFINITION OF TERMS:

                                CORRECTION COSTS:  Customer's direct labor costs
                                and the cost of any material required to correct
                                a Flight  Discrepancy  where  direct labor costs
                                are equal to the  warranty  labor rate in effect
                                between  the  parties  at the time such labor is
                                expended.

                                FLIGHT DISCREPANCY:  A failure or malfunction of
                                an Aircraft,  or the  accessories,  equipment or
                                parts  installed on the Aircraft  which  results
                                from a defect in the Aircraft,  Boeing  Product,
                                engine or Supplier  Product or a  nonconformance
                                to the Detail Specification for the Aircraft.

                                The AGTA  provides  that each  aircraft  will be
                                test flown prior to delivery  for the purpose of
                                demonstrating  the  functioning of such Aircraft
                                and its equipment to Customer; however, Customer
                                may elect to waive  this test  flight.  For each
                                test  flight  waived,  Boeing  agrees to provide
                                Customer an amount of jet fuel at delivery that,
                                including the standard fuel entitlement,  totals
                                the following amount of fuel:

                        --------------------------------------------------------
                                 AIRCRAFT            TOTAL FUEL ENTITLEMENT
                                   MODEL                  (U.S. GALLONS)
                        --------------------------------------------------------
                                  747-8                       [ * ]
                        --------------------------------------------------------

                                Further, Boeing agrees to reimburse Customer for
                                any Correction Costs incurred as a result of the
                                discovery  of a Flight  Discrepancy  during  the
                                first   flight  of  the   aircraft  by  Customer
                                following delivery to the extent such Correction
                                Costs are


<PAGE>



                                not covered under a warranty provided by Boeing,
                                the  engine  manufacturer  or  any  of  Boeing's
                                suppliers.  Any  rectifications  of such  Flight
                                Discrepancy  performed  will  carry at least the
                                original Aircraft or, as applicable,  the Engine
                                Manufacturer or Supplier warranty.
  [GRAPHIC OMITTED]
                                Should  a  Flight  Discrepancy  be  detected  by
                                Customer   which  requires  the  return  of  the
                                Aircraft  to Boeing's  facilities  at Seattle (a
                                FLIGHT DISCREPANCY RETURN),  Washington, so that
                                Boeing  may  correct  such  Flight  Discrepancy,
                                Boeing and Customer agree that title to and risk
                                of  loss  of  such  Aircraft  will  remain  with
                                Customer.  In  addition  to costs  reflected  in
                                Exhibit  C,  Part 2,  Article  10,2 of the AGTA,
                                Boeing shall reimburse Customer for [ * ] not to
                                exceed  [ * ] per  each  occurrence  of a Flight
                                Discrepancy  Return.  In addition,  it is agreed
                                that  Boeing  will have  responsibility  for the
                                Aircraft  while it is on the ground at  Boeing's
                                facilities   in  Seattle,   Washington,   as  is
                                chargeable   by  law  to  a  bailee  for  mutual
                                benefit,  but Boeing shall not be chargeable for
                                loss of use.

                                To be reimbursed for Correction Costs,  Customer
                                shall  submit  a  written   itemized   statement
                                describing   any   flight    discrepancies   and
                                indicating  the  Correction   Cost  incurred  by
                                Customer for each discrepancy. This request must
                                be  submitted  to  Boeing's  Contracts  Regional
                                Director  at Renton,  Washington  within  ninety
                                (90) days after the first flight by Customer.

                                CONFIDENTIAL TREATMENT.

                                        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.


<PAGE>



                                Very truly yours,

                                THE BOEING COMPANY

                                By:  [ * ]
                                      ----------------------------------------

                                Its:             Attorney-In-Fact
                                      ----------------------------------------




                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

                                      /s/ William J. Flynn
                                     ----------------------------------------

                                By:   Mr. William J. Flynn
                                     ----------------------------------------

                                Its:  President and Chief Executive Officer
                                     ----------------------------------------



<PAGE>




                                                          THE BOEING COMPANY
                                                          P.O. Box 3707
                                                          Seattle, WA 98124-2207



                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543

                                Subject: Right to Purchase Additional Aircraft

                                References: (a) Purchase Agreement No. 3134 (the
                                                PURCHASE  AGREEMENT) between The
                                                Boeing  Company  (BOEING)    and
                                                Atlas  Air,  Inc. (CUSTOMER)
                                                relating   to  Model  747-8
                                                Freighter aircraft; and

                                            (b) Special  Matters  Letter:  747-8
                                                Freighter    Aircraft,    Letter
                                                Agreement 6-1162-ILK-0203
                                                (the  SPECIAL  MATTERS  LETTER).

                                This letter agreement (LETTER  AGREEMENT) amends
                                and  supplements  the  Purchase  Agreement.  All
                                capitalized  terms used but not  defined in this
                                Letter Agreement have the same meaning as in the
                                Purchase  Agreement.  The Special Matters Letter
                                contains the business  considerations  which may
                                be applicable to aircraft  acquired  through the
                                exercise of a purchase right.

                                1.0     RIGHT TO PURCHASE INCREMENTAL AIRCRAFT.

                                        Subject  to  the  terms  and  conditions
                                contained  herein,  in addition to the  Aircraft
                                described in Table 1 to the  Purchase  Agreement
                                as of the  date  of  execution  of  this  Letter
                                Agreement,  Customer  will  have  the  right  to
                                purchase    (PURCHASE   RIGHT)   THIRTEEN   (13)
                                additional Boeing Model 747-8 FREIGHTER aircraft
                                on the terms and  conditions  described  in this
                                Letter Agreement (PURCHASE RIGHTS AIRCRAFT).

                                2.0      DELIVERY.

                                        The Purchase Rights Aircraft are offered
                                subject  to  available   position  for  delivery
                                during the period [ * ].

                                3.0     NOTICE  OF   EXERCISE   AND  PAYMENT  OF
                                        DEPOSIT.

                                        Customer  shall give  written  notice to
                                Boeing  (NOTICE  OF  EXERCISE)  of its desire to
                                exercise a Purchase Right.  Such notice shall be
                                accompanied by payment by electronic transfer to
                                the account  specified  below of  Boeing's  then
                                standard  proposal  deposit for 747-8  Freighter
                                aircraft  (DEPOSIT)  for  each  Purchase  Rights
                                Aircraft subject to the Notice of Exercise.  The
                                Deposit  will  be  applied   against  the  first
                                advance  payment  due  for  each  such  Purchase
                                Rights Aircraft.



<PAGE>

                                              [ * ]

                                At the time of its  receipt  of each  Notice  of
                                Exercise  and  related  Deposit(s),  Boeing will
                                advise  Customer as to the  availability  of the
                                delivery month(s) requested.

                                4.0      [ * ]

                                         [ * ]

  [GRAPHIC OMITTED]

                                5.0     CONFIGURATION.

                                        5.1 Subject to the provisions of Article
                                5.2, below, the  configuration  for the Purchase
                                Rights Aircraft will be the detail specification
                                for Boeing Model 747-8 Freighter aircraft at the
                                revision  level  in  effect  at the  time of the
                                Notice of  Exercise.  Such detail  specification
                                will be revised to include

                                      (i)  changes  applicable  to  such  detail
                                      specification that are developed by Boeing
                                      between the date of the Notice of Exercise
                                      and   the   signing   of  the   definitive
                                      agreement to purchase the Purchase  Rights
                                      Aircraft,
                                      (ii) changes  required to obtain  required
                                      regulatory  certificates,  and
                                      (iii) other changes as mutually agreed.

                                        5.2   Boeing   reserves   the  right  to
                                configure the Purchase Rights Aircraft  starting
                                from a  different  configuration  specification,
                                provided   that   it  can   achieve   the   same
                                configuration which would result pursuant to the
                                provisions of Article 5.1.

                                6.0     PRICE.

                                        The  Aircraft  Price  of  each  Purchase
                                Rights   Aircraft   shall   be   determined   in
                                accordance  with the  provisions of the Purchase
                                Agreement  using [ * ] at the time of signing of
                                the definitive  agreement [ * ], except that the
                                airframe price for such Purchase Rights Aircraft
                                shall be the sum of

                                   (i)  the  price  quoted  for  such   airframe
                                   (including engine) in Table 1 to the Purchase
                                   Agreement  at the  date  of  signing  of this
                                   Letter Agreement and


<PAGE>



  [GRAPHIC OMITTED]

                                   (ii)  Boeing's  [ *  ]  associated  with  any
                                   changes to the airframe  from that  described
                                   in the  detail  specification  identified  in
                                   Table 1 to the Purchase Agreement at the date
                                   of  signing  of the  Letter  Agreement  after
                                   giving effect to all credit memos.

                                        Advance  payments  are required for each
                                Purchase Rights  Aircraft.  The remainder of the
                                Aircraft  Price will be due at  delivery of each
                                Purchase Rights  Aircraft.  The methodology used
                                to estimate the Advance Payment Base Prices will
                                be that  specified in the Purchase  Agreement at
                                the date of  signing of this  Letter  Agreement,
                                and the escalation  indices used to estimate the
                                Advance  Payment Base Prices will be adjusted to
                                Boeing's   then  current   forecasts   for  such
                                elements  as of  the  date  of  signing  of  the
                                definitive  agreement  for the  Purchase  Rights
                                Aircraft  and  shall  be  escalated  in the same
                                manner as the  Airframe  Price as  described  in
                                Supplemental  Exhibit  AE-1  and in  conformance
                                with the terms and conditions of paragraph 19 of
                                the Special Matters Letter.

                                7.0     DEFINITIVE PURCHASE AGREEMENT.

                                        Following   Customer's   exercise  of  a
                                Purchase Right in accordance  with the terms and
                                conditions    stated    herein   and    Boeing's
                                identification of an available delivery position
                                acceptable to Customer,  the parties will sign a
                                definitive  agreement  for the  purchase of such
                                Purchase Rights Aircraft within 60 calendar days
                                of such exercise. Such definitive agreement will
                                include the  provisions  then  contained  in the
                                Purchase  Agreement  as  modified to reflect the
                                provisions  of  this  Letter  Agreement  and any
                                additional mutually agreed terms and conditions.

                                8.0     GENERAL EXPIRATION OF RIGHTS.

                                        8.1 Each Purchase  Right shall expire at
                                the time of execution of the purchase  agreement
                                for the applicable Purchase Rights Aircraft, or,
                                if no such  purchase  agreement is executed,  at
                                11:59 pm (Seattle time) on [ * ].

                                9.0     ASSIGNMENT.

                                        The  Purchase  Rights  described in this
                                Letter Agreement cannot be assigned, in whole or
                                in part,  without the prior  written  consent of
                                Boeing.


<PAGE>



                                10.0    CONFIDENTIAL TREATMENT.

                                        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
                                    --------------------------------

                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

                                      /s/ William J. Flynn
                                ---------------------------------------------

                                By:   Mr. William J. Flynn
                                      ----------------------------------------

                                Its:  President and Chief Executive Officer
                                      ----------------------------------------



<PAGE>



                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543

                                Subject:     Option Aircraft

                                Reference:  (a)  Purchase  Agreement  3134  (the
                                        PURCHASE  AGREEMENT)  between The Boeing
                                        Company  (BOEING)  and Atlas  Air,  Inc.
                                        (CUSTOMER)   relating   to  Model  747-8
                                        Freighter aircraft (the AIRCRAFT): and
  [GRAPHIC OMITTED]
                                           (b) Special  Matters  Letter:   747-8
                                               Freighter    Aircraft,     Letter
                                               Agreement   6-1162-ILK-0203  (the
                                               SPECIAL MATTERS LETTER).

                                This  Letter   Agreement   amends  the  Purchase
                                Agreement.  All terms  used but not  defined  in
                                this Letter  Agreement  have the same meaning as
                                in the Purchase  Agreement.  The Special Matters
                                Letter  contains  the  business   considerations
                                which may be  applicable  to  aircraft  acquired
                                through the  exercise of an option.  If Customer
                                exercises   its   option,   Boeing   agrees   to
                                manufacture  and  sell  to  Customer  additional
                                Model   747-8   Freighter   aircraft  as  OPTION
                                AIRCRAFT.   The  delivery   months,   number  of
                                aircraft,   Advance   Payment   Base  Price  per
                                aircraft and advance payment schedule are listed
                                in the Attachment to this Letter Agreement.  The
                                Airframe Price shown includes the Engine Price.

                                1.0     AIRCRAFT DESCRIPTION AND CHANGES.

                                        1.1  AIRCRAFT  DESCRIPTION:  The  Option
                                Aircraft    is    described    by   the   Detail
                                Specification listed in the Attachment.

                                        1.2  CHANGES:  The Detail  Specification
                                will be revised to include:

                                                  (i)      Changes applicable to
                                                           the basic Model 747-8
                                                           Freighter    aircraft
                                                           which  are  developed
                                                           by Boeing between the
                                                           date  of  the  Detail
                                                           Specification and the
                                                           signing     of    the
                                                           definitive  agreement
                                                           to    purchase    the
                                                           Option Aircraft;

                                                  (ii)     Changes  required  to
                                                           obtain       required
                                                           regulatory
                                                           certificates; and

                                                  (iii)    Changes      mutually
                                                           agreed upon.

                                2.0     PRICE.

                                        2.1 The  pricing  elements of the Option
                                Aircraft are listed in the Attachment.





<PAGE>



                                2.2     PRICE ADJUSTMENTS.

                                        2.2.1 OPTIONAL  FEATURES.  The price for
                                Optional   Features   selected  for  the  Option
                                Aircraft  will be adjusted  to Boeing's  current
                                prices  as of  the  date  of  execution  of  the
                                definitive agreement for the Option Aircraft.

                                        2.2.2   ESCALATION   ADJUSTMENTS.    The
                                Airframe   Price  and  the  price  of   Optional
                                Features for Option  Aircraft  will be escalated
                                in the  same  manner  as the  Airframe  Price as
[GRAPHIC OMITTED]               described  in  Supplemental  Exhibit AE-1 and in
                                conformance  with the  terms and  conditions  of
                                paragraph  19  of  the  Special  Matters  Letter
                                Agreement.

                                        2.2.3   BASE  PRICE   ADJUSTMENTS.   The
                                Airframe  Price of the Option  Aircraft shall be
                                as set forth in the  Attachment  to this  Letter
                                Agreement.

                                3.0     PAYMENT.

                                        3.1  Customer  will  pay  a  deposit  to
                                Boeing in the amount shown in the Attachment for
                                each Option Aircraft  (Deposit),  on the date of
                                this Letter Agreement.  If Customer exercises an
                                option, the Deposit will be credited against the
                                first advance  payment due. If Customer does not
                                exercise  an  option,  Boeing  will  retain  the
                                Deposit for that Option Aircraft.

                                        3.2 Following option  exercise,  advance
                                payments in the amounts and at the times  listed
                                in the Attachment will be payable for the Option
                                Aircraft.  The  remainder of the Aircraft  Price
                                for the Option Aircraft will be paid at the time
                                of delivery.

                                        3.3  Notwithstanding  sub-paragraph  3.1
                                and 3.2 above,  in accordance  with paragraph 18
                                of the  Special  Matters  Letter,  Customer  may
                                elect to [ * ].

                                4.0     Option Exercise.

                                        4.1  Customer  may exercise an option by
                                giving written notice to Boeing on or before the
                                date [ * ] prior to the delivery dates listed in
                                the Attachment (Option Exercise Date).

                                        4.2  [ * ] at  September  11,  2006:  If
                                Boeing must make production  decisions which are
                                dependent  on  Customer's  exercising  an option
                                earlier than the Option  Exercise  Date,  Boeing
                                may accelerate the Option  Exercise Date subject
                                to Customer's agreement.  If Boeing and Customer
                                fail to agree to a revised Option Exercise Date,
                                either party may terminate the option and Boeing
                                will refund to Customer,  without interest,  any
                                Deposit and advance payments received by Boeing



<PAGE>



                                with respect to the terminated  Option Aircraft.
                                In the  event of an  exercise  pursuant  to this
                                Article 4.2:

                                    4.2.1       From  the  date of  exercise  by
                                                Customer    pursuant   to   this
                                                Article  4.2  until  the date of
                                                exercise  set  forth by  Article
                                                4.1 herein,  Boeing shall credit
                                                (as a reduction of interest that
 [GRAPHIC OMITTED]                              is  otherwise   payable  by  the
                                                Customer)   the  Customer   with
                                                interest    at   the    Deferred
                                                Interest   Rate  set   forth  in
                                                Article   14.2  of  the  Special
                                                Matters  Letter to accrue on the
                                                difference between

                                                4.2.1.1  [ * ]  of  the  Advance
                                                Payment Base Price and

                                                4.2.1.2    the    non-refundable
                                                Option Deposit;

                                    4.2.2       Notwithstanding  any requirement
                                                set forth by the Special Matters
                                                Letter,  Customer  shall have no
                                                requirement for advance payments
                                                until  twenty four months  prior
                                                to the scheduled  delivery month
                                                (provided by Boeing  pursuant to
                                                Article  4.3.  herein)  at which
                                                point  advance  payments  in the
                                                amounts and at the times  listed
                                                in  the   Attachment   will   be
                                                payable for the Option Aircraft.
                                                Such advance payment amounts are
                                                eligible for  deferral  pursuant
                                                to the Article 14 of the Special
                                                Matters Letter. The remainder of
                                                the   Aircraft   Price  for  the
                                                Option  Aircraft will be paid at
                                                the time of delivery.

                                        4.3 Boeing shall  provide  Customer with
                                the  scheduled  delivery  month  at the  time of
                                option  exercise  pursuant to either Article 4.1
                                or 4.2 herein.

                                5.0 CONTRACT TERMS.

                                        Boeing and  Customer  will  document the
                                exercise  of the option for the  purchase  of an
                                Option  Aircraft,  in accordance  with the terms
                                and   conditions   contained   in  this   Letter
                                Agreement,  in the Purchase  Agreement,  and any
                                other  terms  and  conditions  as may be  agreed
                                upon, by executing a Supplemental Agreement with
                                respect  to the  Purchase  Agreement,  within 30
                                days following option exercise.


<PAGE>



                                6.0      CONFIDENTIAL TREATMENT.

                                        Boeing  and  Customer   understand  that
                                certain  information  contained  in this  Letter
                                Agreement,  including any attachments hereto, is
                                considered  by both parties to be  confidential.
                                Boeing and  Customer  agree that each party will
                                treat this Letter  Agreement and the information
                                contained  herein as confidential  and will not,
                                without the other party's prior written consent,
                                disclose   this   Letter    Agreement   or   any
                                information   contained   herein  to  any  other
                                person. In the event that Customer in good faith
                                concludes  (based  upon an opinion  of  counsel)
                                that disclosure of information contained in this
[GRAPHIC OMITTED]               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
                                    -------------------------------------


<PAGE>



                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

                                    /S/ William J. Flynn
                                ------------------------------------------------

                                By:  Mr. William J. Flynn
                                     -------------------------------------------

                                Its: President and Chief Executive Officer
                                     -------------------------------------------

                                Attachment



<PAGE>




AIRFRAME MODEL/MTOW:                      747-8F      970,000 pounds

ENGINE MODEL/THRUST:                   GENX-2B67       66,500 pounds


AIRFRAME PRICE:                                   $            [ * ]


OPTIONAL FEATURES:                                $            [ * ]
                                                  -------------------

SUB-TOTAL OF AIRFRAME AND FEATURES:               $            [ * ]


ENGINE PRICE (PER AIRCRAFT):                      $            [ * ]

AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE):         $            [ * ]
                                                  ===================

BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE:         $                0

SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE:        $                0


NON-REFUNDABLE DEPOSIT/AIRCRAFT AT DEF AGREEMT:   $            [ * ]

DETAIL SPECIFICATION:          D019U020 (7/31/2006)

AIRFRAME PRICE BASE                      * ]
   YEAR/ESCALATION FORMULA:      [ * ]  [

ENGINE PRICE BASE                        /A
   YEAR/ESCALATION FORMULA:       N/A   N

AIRFRAME ESCALATION DATA:
------------------------------

BASE YEAR INDEX (ECI):           [ * ]

BASE YEAR INDEX (CPI):           [ * ]





<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                               ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO
                                   ESCALATION             SCALATION ESTIMATE                           DELIVERY):
   DELIVERY      NUMBER OF          FACTOR                ADV PAYMENT BASE     -----------------------------------------------------
     DATE        AIRCRAFT          (AIRFRAME)               PRICE PER A/P                                                    * ]
                                                                                 [ * ]       [ * ]            [ * ]
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                <C>                        <C>              <C>         <C>              <C>          <C>
     [ * ]        [ * ]              [ * ]                      [ * ]            [ * ]       [ * ]            [ * ]        [ * ]
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


TOTAL:            [ * ]





<PAGE>





                                Atlas Air, Inc.
                                2000 Westchester Avenue
                                Purchase, NY 10577-2543



                                Subject: Aircraft Schedule Reliability Program
  [GRAPHIC OMITTED]
                                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 (the 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.

                                1.0      DEFINITION OF TERMS.

                                1.1 "ACHIEVED  MECHANICAL SCHEDULE  RELIABILITY"
                                shall mean a number  calculated  pursuant to the
                                following formula:

                                               100 X (1 - INT/RevFlights)

                                where:  INT  equals  the  number  of  Chargeable
                                Schedule   Interruptions   occurring  during  an
                                Analysis  Period,   and  RevFlights  equals  the
                                number of Scheduled Revenue Departures occurring
                                during the same Analysis Period.

                                1.2  "ANALYSIS   PERIOD"  shall  mean  any  four
                                consecutive calendar months of Scheduled Revenue
                                Departures.

                                1.3  "AVERAGE  FLIGHT  LENGTH"  shall  mean  the
                                flight hours during an Analysis  Period  divided
                                by the number of  Scheduled  Revenue  Departures
                                during the same Analysis Period.

                                1.4  "CHARGEABLE   SCHEDULE   INTERRUPTION"   OR
                                "INTERRUPTION"   shall   mean  a   cancellation,
                                turn-back, diverted landing or delayed departure
                                of any  scheduled  revenue  flight  of a Covered
                                Aircraft which is greater than 15 minutes, other
                                than  as  provided  in  Section  4,  below,  and
                                results  directly from a mechanical  malfunction
                                of  such  Covered   Aircraft,   or  any  system,
                                accessory, equipment or part (including engines)
                                installed thereon.

                                1.5 "COVERED AIRCRAFT" shall mean those Aircraft
                                operated by Customer on Customer's routes during
                                the Program Term.

                                1.6   "PROGRAM"   shall   mean  the  rights  and
                                obligations defined in this Letter Agreement.



<PAGE>





                                1.7     "PROGRAM  TERM"  shall  mean  the  eight
                                        consecutive   years  commencing  on  the
                                        delivery   date  of  the  first  Covered
                                        Aircraft.
[GRAPHIC OMITTED]
                                1.8     "SCHEDULED REVENUE DEPARTURE" shall mean
                                        any departure of a Covered  Aircraft for
                                        a  scheduled   revenue  flight  segment;
                                        including,  but not  limited to, (i) any
                                        departure  of a Covered  Aircraft  for a
                                        charter flight or extra section  flight;
                                        or  (ii)  any  canceled  departure  of a
                                        flight   segment   (iii)  a  positioning
                                        flight  needed  to  initiate  a  revenue
                                        flight.

                                2.       PROGRAM DESCRIPTION.

                                         Mechanical schedule reliability targets
                                for the Covered  Aircraft  (Mechanical  Schedule
                                Reliability  Target(s))  during the Program Term
                                are as follows:

                                ------------------------------------------------
                                                            Mechanical Schedule
                                     Program Term           Reliability Target
                                ------------------------------------------------
                                        [ * ]                     [ * ]
                                ------------------------------------------------
                                        [ * ]                     [ * ]
                                ------------------------------------------------
                                        [ * ]                     [ * ]
                                ------------------------------------------------

                                These Mechanical  Schedule  Reliability  Targets
                                are based on an average  flight  length of [ * ]
                                flight hours per Scheduled Revenue Departure for
                                Covered Aircraft in revenue service  operations.
                                The Mechanical Schedule  Reliability Targets are
                                subject  to  change  based  on  changes  in  the
                                Customer's  actual  Average  Flight  Length  and
                                other factors under Customer's control.

                                3. REMEDIAL ACTION.

                                         3.1  Following the first four months of
                                Scheduled   Revenue   Departures,   if  Customer
                                notifies  Boeing  that the  Achieved  Mechanical
                                Schedule  Reliability for the Analysis Period is
                                more  than  [ * ]  percentage  point  below  the
                                Mechanical  Schedule  Reliability Target (Agreed
                                Threshold   Value)  for  such  Analysis  Period,
                                Boeing will:

                                                  3.1.1      Investigate     the
                                circumstances   and   possible   causes  for  an
                                Achieved Mechanical  Schedule  Reliability lower
                                than the Agreed Threshold Value;

                                                  3.1.2    Provide     technical
                                assistance  to  Customer in the form of analysis
                                and  recommendations  of a kind and nature which
                                Boeing   determines   to  be  best   suited  for
                                improving  the  Achieved   Mechanical   Schedule
                                Reliability;

                                                  3.1.3 Initiate a design review
                                of the  system,  accessory,  equipment  or  part
                                (other than engines and engine  parts) which are
                                determined  by Boeing to be the primary cause of
                                an  Achieved  Mechanical  Schedule   Reliability
                                lower than the Agreed Threshold Value;



<PAGE>




                                                  3.1.4    When   in    Boeing's
                                judgment   a   redesign   is   indicated   as  a
                                technically and economically  practical means of
                                improving  the  Achieved   Mechanical   Schedule
                                Reliability,  redesign or cause the  redesign of
                                such system, accessory, equipment or part;
[GRAPHIC OMITTED]
                                                  3.1.5 If such redesign results
                                in  retrofit  kits  being  offered  by Boeing or
                                Boeing's  suppliers,  provide such kits or cause
                                such kits to be provided, at Customer's request,
                                at  no  charge   to   Customer   and   reimburse
                                Customer's  reasonable  direct  labor  costs for
                                incorporation  of any such kit  manufactured  to
                                Boeing's  detailed  design.  Such  reimbursement
                                will be  provided  pursuant  to Boeing  Warranty
                                (Article  11 of  Part 2 of  Exhibit  C,  Product
                                Assurance Document, of the AGTA); and

                                                  3.1.6  If  Boeing   determines
                                that the design of  engines  or engine  parts is
                                the  primary  cause  of an  Achieved  Mechanical
                                Schedule   Reliability  lower  than  the  Agreed
                                Threshold  Value,  Boeing will,  if requested by
                                Customer,  take  whatever  reasonable  action is
                                permitted  under  Boeing's  contracts  with  the
                                engine  manufacturer  in  an  effort  to  obtain
                                correction of such design.

                                4.       INTERRUPTION EXCLUSIONS.

                                An    Interruption    does   not   include   any
                                cancellation,  turn-back,  diverted  landing  or
                                delayed   departure  of  any  scheduled  revenue
                                flight of any Covered  Aircraft  which is caused
                                by any of the following events:

                                         (i) Late arrival of an inbound flight;

                                         (ii) Late  return  from  out-of-service
                                status;

                                         (iii) Operation,  service,  maintenance
                                or  overhaul  of such  Covered  Aircraft  or any
                                system, accessory,  equipment or part (including
                                engines)  installed  thereon,  in a manner other
                                than  in  accordance  with  Customer's  approved
                                instructions and requirements;

                                         (iv) Logistics problems such as lack of
                                spare  parts  at  stations  where  spares  could
                                reasonably  be  expected  to  be  available,  as
                                determined in accordance with industry  standard
                                provisioning  practices, or inordinate delays in
                                the  availability of spares,  unless such delays
                                are  caused  by  Boeing  or other  appropriately
                                trained  personnel  at any  location  where  any
                                maintenance   of   the   Covered   Aircraft   is
                                performed;

                                         (v)  A   malfunction   caused   by  any
                                extrinsic force such as foreign object damage;

                                         (vi)   Failure  to   utilize   the  FAA
                                approved  minimum  equipment list (MEL) to defer
                                corrective  maintenance,  or  failure to correct
                                any   deferred   item  within  the  time  period
                                specified in such MEL;



<PAGE>





                                         (vii) Buyer Furnished Equipment;

                                         (viii) Tires;

                                         (ix) Normal brake wear;

                                         (x) Acts or  omissions  of  Customer or
                                any strikes or labor troubles causing cessation,
                                slowdown or  interruption of work related to the
                                operation   or   maintenance   of  the   Covered
                                Aircraft; or
[GRAPHIC OMITTED]
                                         (xi) Any other cancellation, turn-back,
                                diverted  landing  or  delayed  departure  which
                                cannot   fairly  be   attributed  to  mechanical
                                malfunction  of  the  Covered  Aircraft,  or any
                                system, accessory,  equipment or part (including
                                engines) installed on the Covered Aircraft.

                                         If a  Covered  Aircraft  is  used  as a
                                substitute for some other aircraft or some other
                                aircraft is used as a  substitute  for a Covered
                                Aircraft and the revenue flight affected by such
                                substitution  departs  without  a  cancellation,
                                turn-back,  diverted  landing  or delay  greater
                                than 15  minutes,  then no  Chargeable  Schedule
                                Interruption will be deemed to have occurred. If
                                an   Interruption   occurs  as  a  result  of  a
                                malfunction of the  substitute  aircraft/Covered
                                Aircraft,  such  Interruption  will  be  charged
                                against the aircraft/Covered  Aircraft initially
                                scheduled   for  the  flight   rather  than  its
                                substitute.  An  Interruption,  which  affects a
                                subsequent  segment  or  flight  for  a  Covered
                                Aircraft,  will  count as only one  Interruption
                                unless such  Interruption  is separate  from and
                                unrelated to the initial Interruption.

                                5.       ADMINISTRATIVE REQUIREMENTS.

                                         5.1  Customer   will   provide   status
                                reports every month (Reporting Period).
[GRAPHIC OMITTED]
                                         5.2 The Customer's status reports shall
                                include  the  data  required  to  calculate  the
                                Achieved  Mechanical  Schedule  Reliability  for
                                each  month of the  Reporting  Period  using the
                                formulas  described in Section 1.0, above, and a
                                list of the  Chargeable  Schedule  Interruptions
                                for the Reporting Period.  Customer shall submit
                                such data to Boeing electronically in accordance
                                with the provisions of Boeing Document D6-81692.

                                        All   data    submitted    pursuant   to
                                Subsection   5.2  will  be   addressed   to  the
                                attention of:

                                         MANAGER - [ * ]
                                         Boeing Commercial Airplanes
                                         P.O. Box 3707
                                         Seattle, Washington 98124-2207

                                         5.3 Customer claim reports will include
                                the data  described in Subsection  5.2 above and
                                sufficient  data  to  substantiate  any  claimed
                                Chargeable Schedule


<PAGE>



                                Interruption.  Customer  will  submit  to Boeing
                                reasonable  proof  that any  claimed  Chargeable
                                Schedule  Interruption does in fact constitute a
                                Chargeable Schedule  Interruption.  In addition,
                                Customer will maintain and submit to Boeing such
                                data as may reasonably be required to:

                                                  (i)     determine     Achieved
                                Mechanical Schedule Reliability,
                                                  (ii)   analyze  the   problems
                                causing   any   claimed   Chargeable    Schedule
                                Interruption, and
                                                  (iii) when  required,  develop
                                appropriate remedial action.
[GRAPHIC OMITTED]
                                         5.4 Failure to file the status  reports
                                or  provide  the  information  as  specified  in
                                Subsections   5.1  through  5.3,   above,   will
                                constitute  an  acknowledgment  by Customer that
                                the Achieved Mechanical Schedule  Reliability is
                                equal to or greater  than the  Agreed  Threshold
                                Value for such Analysis Period,  and Boeing will
                                not be  obligated to provide any of the remedies
                                arising  under this  Program  for such  Analysis
                                Period.

                                          5.5    All reports submitted to Boeing
                                will be addressed to the attention of:

                                  Director - Warranty & Supplier Product Support
                                  Boeing Commercial Airplanes
                                  P.O. Box 3707
                                  Seattle, Washington 98124-2207

                                6. CONDITIONS AND LIMITATIONS.

                                         6.1    If,    to    improve    schedule
                                reliability,   Boeing  or  any  Boeing  supplier
                                issues  service  bulletins,  service  letters or
                                other  written  instructions  (Instructions)  or
                                offers  no-charge  retrofit kits,  Customer will
                                accomplish  such  Instructions  or install  such
                                kits within a period of [ * ] after availability
                                of  such  Instructions  or  kits  at  Customer's
                                facility  or  such  longer   period  as  may  be
                                established  by mutual  agreement of the parties
                                (the  IMPLEMENTATION  PERIOD).  If Customer does
                                not accomplish the  Instructions  or install the
                                kits   within   the    Implementation    Period,
                                Chargeable  Schedule  Interruptions  relating to
                                the  systems,  accessories,  equipment  or parts
                                affected  by such  Instructions  or kits will be
                                excluded  from this  Program from the end of the
                                Implementation   Period   until   such  time  as
                                Customer   notifies  Boeing  that  Customer  has
                                incorporated  such  Instructions  or kits on all
                                affected Aircraft.

                                         6.2   Boeing   may   inspect   at   all
                                reasonable    times    Customer's    maintenance
                                facilities and review its  maintenance  programs
                                and procedures.  If Boeing recommends in writing
                                reasonable  changes  in  Customer's  maintenance
                                programs and procedures  which would improve the
                                Achieved  Mechanical  Schedule  Reliability  and
                                Customer does not effect such changes within the
                                Implementation  Period,  Boeing  will  have  the
                                right  to  redefine  the   Chargeable   Schedule
                                Interruptions    after    the    end    of   the
                                Implementation   Period   so  as  to   eliminate
                                interruptions which Boeing estimates result from
                                Customer's  failure  to effect  the  recommended
                                changes within such time period.


<PAGE>



                                         6.3 If, for any  Analysis  Period,  the
                                actual  Average  Flight  Length or other factors
                                affecting  schedule  reliability  of the Covered
                                Aircraft  change  significantly,  the Mechanical
                                Schedule  Reliability  Target for such  Analysis
                                Period  will be  appropriately  adjusted  by the
                                parties.

                                         6.4 At Boeing's request,  Customer will
                                assign  to  Boeing  any  of  Customer's   rights
                                against   any   manufacturer   of  any   system,
                                equipment,  accessory  or part  installed in the
                                Covered   Aircraft  as  Boeing  may   reasonably
                                require to fulfill its obligations  with respect
                                to any remedy provided by Boeing hereunder.
[GRAPHIC OMITTED]
                                         6.5  THE  DISCLAIMER  AND  RELEASE  and
                                EXCLUSION  OF  CONSEQUENTIAL  AND OTHER  DAMAGES
                                provisions  stated in Article 11 of Exhibit C of
                                the AGTA apply to this Program.

                                7.       CONFIDENTIAL TREATMENT.

                                         Boeing  and  Customer  understand  that
                                certain  information  contained  in this  Letter
                                Agreement,  including any attachments hereto, is
                                considered  by both parties to be  confidential.
                                Boeing and  Customer  agree that each party will
                                treat this Letter  Agreement and the information
                                contained  herein as confidential  and will not,
                                without the other party's prior written consent,
                                disclose   this   Letter    Agreement   or   any
                                information   contained   herein  to  any  other
                                person. 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.


<PAGE>



                                If  the  foregoing  correctly  sets  forth  your
                                understanding  of our agreement  with respect to
                                the matters treated above,  please indicate your
                                acceptance and approval below.

                                Very truly yours,

                                THE BOEING COMPANY

                                By  [ * ]
                                    ----------------------------------------
[GRAPHIC OMITTED]
                                Its            Attorney-In-Fact
                                    ----------------------------------------


                                ACCEPTED AND AGREED TO this

                                Date: SEPTEMBER 8, 2006

                                ATLAS AIR, INC.

                                    /s/ William J. Flynn
                                --------------------------------------------

                                BY: Mr. William J. Flynn
                                    ----------------------------------------

                                Its:President and Chief Executive Officer
                                    ----------------------------------------