EX-10.1.1



 





Exhibit 10.1.1




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of February
13, 2007 by and between Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the
“Company”), HMC Atlas Air, L.L.C. (“HMCAA”) and Harbinger Capital Partners Special
Situations Fund, L.P. (together with HMCAA, the “Initial Holders”).



RECITALS




     WHEREAS, the Initial Holders own shares of Common Stock that (1) were distributed to the
Initial Holders or their predecessors or are to be distributed to the Initial Holders pursuant to
the Company’s Final Modified Second Amended Joint Plan of Reorganization (the “Plan”), (2)
are Subscription Stock (as defined in the Plan) purchased by one of the Initial Holders or their
predecessors pursuant to the Plan or (3) constitute other shares of Common Stock beneficially owned
by the Initial Holders as of the date hereof; and



     WHEREAS, the Company, pursuant to the Plan, agreed to provide piggyback registration rights
and demand registration rights to the Initial Holders.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein, the
parties agree as follows:


1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms will have the following
respective meanings:




     “Agreement” is defined in the Preamble.



     “Block Trade” means the disposition at a single time in a single transaction,
including through one or more placement agents, by one or more Holders, of any or all of the
Registrable Shares to one or more Institutional Investors.



     “Business Day” means any day that is not a Saturday, a Sunday or a day on which banks
in the State of New York are generally closed for business.



     “Commission” means the Securities and Exchange Commission, or any other federal agency
at the time administering the Securities Act or the Exchange Act.



     “Common Stock” means the common stock, $0.01 par value, of the Company and any stock
into which such Common Stock may hereafter be converted or changed (including by way of
recapitalization, merger, consolidation, other reorganization or otherwise).



     “Company” is defined in the Preamble.



     “Covered Person” is defined in Section 6.1 of this Agreement.



     “Demand Registration Statement” is defined in Section 2.2.1 of this Agreement.



 









 





     “Exchange Act” means the Securities Exchange Act of 1934, and any successor to such
statute, and the rules and regulations of the Commission issued under such Act, as they each may,
from time to time, be amended and in effect.



     “Filing Target” means March 19, 2007.



     “HMCAA” is defined in the Preamble.



     “Holder” means the Initial Holders and any Permitted Transferee holding Registrable
Shares.



     “Initial Holders” is defined in the Preamble.



     “Initial Period” is defined in Section 4.7.1(a) of this Agreement.



     “Institutional Investor” means any insurance company, pension fund, mutual fund, hedge
fund, investment company, commercial bank, savings bank, savings and loan association, investment
banking company, trust company or any finance or credit company, any portfolio or investment fund
managed by any of the foregoing, or other entity commonly referred to as an institutional investor.



     “Permitted Transferee” is defined in Section 7.1 of this Agreement.



     “Person” means any individual, partnership, corporation, company, association, trust,
joint venture, limited liability company, unincorporated organization, entity or division, or any
government, governmental department or agency or political subdivision thereof.



     “Piggyback Registration Statement” is defined in Section 3.1 of this Agreement.



     “Plan” is defined in the Recitals.



     “Principal Holder” means HMC Atlas Air, L.L.C., or any successor thereto by merger,
consolidation, reorganization or otherwise by operation of law.



     “Public Offering” means an underwritten public offering and sale of Common Stock for
cash pursuant to an effective Registration Statement.



     “Register,” “registered,” and “registration” refer to a registration
effected by preparing and filing a registration statement or similar document in compliance with
the Securities Act and the automatic effectiveness or the declaration or ordering of effectiveness
of such Registration Statement or similar document.



     “Registrable Shares” means (i) any Common Stock distributed to the Initial Holders or
their predecessors or to be distributed to the Initial Holders pursuant to the Plan and
beneficially owned by the Initial Holders following such distributions, (ii) Subscription Stock (as
defined in the Plan) purchased by one of the Initial Holders or their predecessors pursuant to the Plan
and beneficially owned by the Initial Holders as of the date hereof and (iii) any other Common
Stock beneficially owned by the Initial Holders as of the date hereof. As of the date hereof, the
Initial



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Holders have received or are to receive pursuant to the Plan, or otherwise beneficially
own, 7,939,690 shares of Common Stock, all of which constitute Registrable Shares.



     “Registration Expenses” means all expenses incurred by the Company in complying with
Sections 2 and 3 hereof, including, without limitation, all registration and filing fees, listing
fees, all fees and expenses of complying with securities or blue sky laws, all printing expenses,
fees and disbursements of counsel for the Company and its independent public accountants, and, in
connection with any registration statement filed in accordance with the terms of Section 2, fees
and disbursements of one counsel for the Selling Holders up to $10,000 for each registration for an
offering to be made on a continuous basis pursuant to Rule 415 and up to $25,000 for each
registration for the purpose of effecting a Block Trade or Public Offering of Registrable Shares,
all subject to Section 5.5 of this Agreement.



     “Registration Statement” means a registration statement filed by the Company with the
Commission under the Securities Act (other than a registration statement on Form S-8 or Form S-4,
or their successors, or any other form for a similar limited purpose).



     “Rule 144” means Rule 144 under the Securities Act, and any successor rule or
regulation thereto, and in the case of any referenced section of such rule, any successor section
thereto, collectively and as from time to time amended and in effect.



     “Rule 172” means Rule 172 under the Securities Act, and any successor rule or
regulation thereto, and in the case of any referenced section of such rule, any successor section
thereto, collectively and as from time to time amended and in effect.



     “Rule 415” means Rule 415 under the Securities Act, and any successor rule or
regulation thereto, and in the case of any referenced section of such rule, any successor section
thereto, collectively and as from time to time amended and in effect.



     “Securities Act” means the Securities Act of 1933, and any successor to such statute,
and the rules and regulations of the Commission issued under such Act, as they each may, from time
to time, be amended and in effect.



     “Selling Holder” means any Holder on whose behalf Registrable Shares are registered
pursuant to Section 2 or 3 hereof.



     “Termination Date” means the date on which Registrable Shares cease to be Registrable
Shares and cease to have the rights accorded to such shares under this Agreement in accordance with
Section 5.6.



     “Trading Day” means any day on which the Common Stock is traded on the principal
securities exchange or other securities market on which the Common Stock is then traded.



2. REQUIRED REGISTRATION.




     2.1. Initial Registration. The Company will use commercially reasonable efforts to
prepare and file with the Commission on or before the Filing Target a Registration Statement on
Form S-1 providing for the resale of all Registrable Shares in an offering to be made on a



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continuous basis pursuant to Rule 415, subject to Section 4.7.1. If for any reason a Registration
Statement filed in accordance with this Section 2.1 is not declared effective, then, after the date
the Company becomes eligible to file a registration statement on Form S-3, the Company will
promptly file a Registration Statement on Form S-3 providing for the resale of all Registrable
Shares in an offering to be made on a continuous basis pursuant to Rule 415; provided,
that, such Registration Statement shall be counted against the limitation on Demand
Registration Statements under Section 2.3.1 unless the Principal Holder reimburses the Company for
50% of all reasonable expenses incurred in connection with the filing of a Registration Statement
in accordance with this Section 2.1.



     2.2. Demand Registrations.




     2.2.1 At any time after the date the Company becomes eligible to file a registration
statement on Form S-3 until the Termination Date, the Principal Holder may, by written
notice to the Company, request that the Company file a Registration Statement on Form S-3 (a
“Demand Registration Statement”) either (i) for an offering of Registrable Shares to
be made on a continuous basis pursuant to Rule 415 or (ii) for the purpose of effecting a
Block Trade or Public Offering of Registrable Shares, subject to Section 4.7. In the event
that the Company is not eligible to file a Registration Statement on Form S-3 by May 1, 2007
or if at any time thereafter for a period of six (6) consecutive months (i) the Company is
not eligible to file a registration statement on Form S-3 and (ii) there is no effective
Registration Statement on Form S-3 on file with the Commission with respect to the
Registrable Shares, then, for so long as the conditions recited in clauses (i) and (ii)
continue, the Principal Holder shall be entitled to utilize one of its rights to demand
registration as provided in Section 2.3.1 for the purpose of effecting a Public Offering of
Registrable Shares on whatever form prescribed by the Commission that the Company is then
eligible to use, subject to the terms and conditions set forth herein. Such a Public
Offering, if effected, shall be counted against the limitation on Demand Registration
Statements under Section 2.3.1 and against the limitation on Public Offerings under Section
2.4.3.




     2.2.2 Promptly after receipt of notice requesting registration pursuant to Section
2.2.1, the Company will give written notice of such requested registration to all other
Holders of Registrable Shares, if any. Subject to the terms and conditions set forth
herein, including Section 5.3, the Company will use its commercially reasonable efforts to
effect the registration under the Securities Act of the Registrable Shares that the Company
has been requested to register by the Holders requesting such registration and all other
Registrable Shares that the Company has been requested to register by other Holders, so long
as written notice is delivered to the Company within five (5) Business Days after the giving
of such notice by the Company. If a written notice from a Holder is received by the Company
more than five (5) Business Days after the Company gives notice in accordance with this
Section 2.2.2, but not later than five (5) Business Days
prior to the effectiveness of the Registration Statement, then the Company will
endeavor to register the Registrable Shares that the Company has been requested to register
in such notice, so long as the Company would not incur any additional material delays or
expense.



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     2.3. Limitations.




     2.3.1 The Company shall not be required to file more than two Demand Registration
Statements pursuant to Section 2.2.1. A Registration Statement requested by the Principal
Holder and then abandoned or withdrawn at the request of the Principal Holder for any reason
will be a counted as a Registration Statement for purposes of this Agreement unless (i) the
Registration Statement is abandoned or withdrawn prior to being declared effective by the
Commission and (ii) the Holders whose shares are included in the Registration Statement
reimburse the Company for all of the costs incurred by the Company in connection with such
Registration Statement.




     2.3.2 The Company shall not be required to file more than one Registration Statement
hereunder in any 12 month period.




     2.3.3 The Principal Holder shall not be entitled to request the filing of a Demand
Registration Statement less than ninety (90) days following the date of effectiveness of any
prior Registration Statement filed hereunder.




     2.3.4 The Company shall not be required to file a Demand Registration Statement
pursuant to Section 2.2 unless the number of shares to be included in the Demand
Registration Statement shall equal at least 20% of the then outstanding Registrable Shares.




     2.3.5 Neither the Company nor any stockholder other than a Holder shall have the right
to include any shares in a shelf registration statement under Rule 415 filed pursuant to
Section 2.1 or 2.2.



     2.4. Public Offerings.




     2.4.1 If Selling Holders under a Demand Registration Statement intend to distribute the
Registrable Shares in a Public Offering, they will so advise the Company by written request.
In any such case, the Company will have the right to designate the managing underwriter,
subject to the approval of the Principal Holder, which approval may not be unreasonably
withheld or delayed.




     2.4.2 The Company shall not be required to effect any Public Offering of Registrable
Shares pursuant to a Demand Registration Statement unless the anticipated net aggregate
offering price of such Public Offering will be at least $50,000,000 based on the closing
price of the Common Stock on the date that is two Trading Days prior to the filing date of
the related registration statement.




     2.4.3 The Company will not be required to effect more than two Public Offerings
pursuant to each Demand Registration Statement (but such limitation shall not include any
incidental Public Offering pursuant to Section 3).



     2.5. Inclusion of Other Securities. The Company may include in any Registration
Statement requested pursuant to Section 2.2 for the purpose of effecting a Public Offering other



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securities to be sold for its own account or for the account of any holder of its equity
securities, subject to Section 5.3.



3. INCIDENTAL REGISTRATION.




     3.1. Company Registration. If, at any time after the date of this Agreement until the
Termination Date, the Company proposes to effect a Public Offering of its equity securities, for
its own account or for the account of any holder of its securities other than Registrable Shares,
on a form that would permit registration of Registrable Shares for sale to the public under the
Securities Act (a “Piggyback Registration Statement”), then, not less than five (5)
Business Days prior to the anticipated pricing date for such Public Offering, the Company will give
written notice to all Holders of Registrable Shares of its intention to conduct a Public Offering,
and upon the written request of a Holder or Holders of Registrable Shares given within five (5)
Business Days after the Company provides such notice (which request will state the number of
Registrable Shares to be included), the Company will use commercially reasonable efforts, subject
to Section 5.3, to include in the Public Offering all Registrable Shares so requested for
inclusion; provided, however, that the Company will have the absolute right at any
time to postpone, terminate or withdraw any Public Offering initiated by the Company pursuant to
this Section 3.1 without any obligation to any Holder. If a written notice from a Holder is
received by the Company more than five (5) Business Days after the Company gives notice in
accordance with this Section 3.1, but not later than five (5) Business Days prior to the
effectiveness of the Registration Statement (or, if no Registration Statement is required to be
filed with respect to such Public Offering because the offering is being made pursuant to a
Registration Statement previously filed under Rule 415, five (5) Business Days prior to the filing
of the definitive prospectus supplement with respect to such Public Offering), then the Company
will endeavor to include all Registrable Shares requested for inclusion in such notice, so long as
the Company would not incur any additional material delays or expense. Upon delivery of a written
request that Registrable Shares be included in an underwriting pursuant to Section 3.1, the Holder
thereof may not thereafter elect to withdraw therefrom without the written consent of the Company,
which may not be unreasonably withheld.



     3.2. Excluded Transactions. The Company will not be obligated to effect any
registration, offer or sale of Registrable Shares under this Section 3 incidental to the
registration, offer or sale of any of its securities in connection with any Registration Statement
that does not relate to a Public Offering.


4. REGISTRATION PROCEDURES. If and whenever the Company is required by the provisions of this
Agreement to use its commercially reasonable efforts to effect the registration of any of the
Registrable Shares under the Securities Act, the Company and the Selling Holders will take the
actions described below in this Section 4.




     4.1. Registration Statement.




     4.1.1 In the case of the Registration Statement to be filed pursuant to Section 2.1,
the Company will undertake commercially reasonable efforts to have such Registration
Statement declared effective as soon as practicable after it is filed.



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     4.1.2 In the case of a Demand Registration Statement requested pursuant to Section 2.2,
the Company will undertake commercially reasonable efforts to file such Registration
Statement within 30 days after receipt of a request from the Principal Holder and to have
such Registration Statement declared effective as soon as practicable thereafter.



     4.2. Amendments and Supplements.




     4.2.1 In the case of a Registration Statement filed pursuant to Section 2, the Company
will prepare and file with the Commission any amendments and supplements to the Registration
Statement and the prospectus included in the Registration Statement as may be necessary to
keep the Registration Statement effective until:




     (a) in the case of a Registration Statement filed for an offering of Registrable
Shares to be made on a continuous basis pursuant to Rule 415, the earlier of (i) the
time that the Registrable Shares covered by such Registration Statement have been
disposed of pursuant thereto and (ii) the second anniversary of the effective date of
the Registration Statement extended by a period equivalent to the duration of any period
that sales are suspended with respect to the Registration Statement in accordance with
Section 4.7, and




     (b) in the case of a Registration Statement filed for the purpose of effecting a
Block Trade or Public Offering of Registrable Shares, the earlier of (i) the time that
the Registrable Shares covered by such Registration Statement have been disposed of
pursuant thereto and (ii) the six (6) month anniversary of the effective date of the
Registration Statement extended by a period equivalent to the duration of any period
that sales are suspended with respect to the Registration Statement in accordance with
Section 4.7.




     4.2.2 The Company will use commercially reasonable efforts to file any post-effective
amendments to any Registration Statement filed for an offering to be made on a continuous
basis pursuant to Rule 415, and any supplements to the prospectus included within any such
Registration Statement, as may be reasonably requested by any Selling Holder to reflect the
transfer of Registrable Shares to any Permitted Transferee or any change in the plan of
distribution with respect to Registrable Shares included in any such Registration Statement,
including for purposes of inclusion of Registrable Shares in a Public Offering pursuant to
Section 3.1 if a post-effective amendment would be necessary.



     4.3. Copies of Prospectus. The Company will furnish to each Selling Holder such
reasonable number of copies of the prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as the Selling Holders
may reasonably request in order to facilitate the public sale or other disposition of the
Registrable Shares owned by the Selling Holders.



     4.4. Blue Sky Qualification. The Company will use its commercially reasonably efforts
to register or qualify the Registrable Shares covered by a Registration Statement under the



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securities or blue sky laws of such states as the Selling Holder reasonably requests, and do any
and all other acts and things that may be necessary or desirable to enable the Selling Holder to
consummate the public sale or other disposition in such jurisdictions of the Registrable Shares
covered by the Registration Statement; provided, however, that the Company will not
be obligated to file any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it would not otherwise be so subject.



     4.5. Listing. The Company will use its commercially reasonable efforts to cause all
Registrable Shares covered by the Registration Statement to be listed on each securities exchange
or other securities market on which the Common Stock is then listed.



     4.6. Notice of Prospectus Defects. The Company will promptly notify the Selling
Holders and the underwriters, if any, of the happening of any event, as a result of which the
prospectus included or to be included in the Registration Statement includes an untrue statement of
a material fact or omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances then existing. In
addition, the Company will promptly notify the Selling Holders and the underwriters, if any, of any
stop orders issued by the Commission with respect to the Registration Statement. Upon receipt of
any such notification, the Selling Holders will immediately cease making offers of Registrable
Shares and, in the case of an event described in the first sentence of this Section 4.6, return all
prospectuses to the Company (other than a limited number of copies retained for file purposes).



     4.7. Delay of Registration and Suspension of Offering.




     4.7.1 If at any time during the period beginning on the date of this Agreement until
the Termination Date, the chief executive officer of the Company determines in the exercise
of reasonable good faith judgment that the filing of a registration statement or the
distribution under an effective Registration Statement hereunder would require disclosure of
any financing, acquisition, corporate reorganization or other transaction or development
involving the Company or any of its subsidiaries that is or would be material to the Company
and that, in the reasonable good faith business judgment of such chief executive officer,
such disclosure would not at that time be in the best interests of the Company, then the
Company may direct that a request for registration hereunder be delayed or that use of the
prospectus contained in a Registration Statement be suspended, as applicable. The Company
will notify all Holders requesting the registration or all Selling Holders and the
underwriters, if any, as the case may be, of the delay or suspension. In the case of notice
suspending an effective Registration Statement, each Selling Holder will immediately
discontinue any sales of Registrable Shares pursuant to such Registration Statement until
such Selling Holder has received copies of a supplemented or amended prospectus or until
such Selling Holder is advised in writing
by the Company that the then-current prospectus may be used and has received copies of
any additional or supplemental filings that are incorporated or deemed incorporated by
reference in such prospectus.



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     (a) In the case of notice delivered during the period beginning on the date of this
Agreement until the date that the first Registration Statement filed hereunder expires
in accordance with the terms of Section 4.2 (the “Initial Period”), the Company
may not exercise the rights provided by Section 4.7.1 to effect a delay or suspension
for more than 90 days in any 360 day period, whether or not consecutive.




     (b) In the case of notice delivered after the Initial Period, the Company may not
exercise the rights provided by Section 4.7.1 to effect a delay or suspension for more
than 135 days in any 360 day period, whether or not consecutive.




     4.7.2 The Company will not be required to effect any registration hereunder during the
period beginning 30 days prior to the Company’s good faith estimate of the date of filing
of, and ending on a date 120 days after the pricing date (or for such shorter period of time
that such underwriters and the Company may agree) of, any Company-initiated registration of
its securities for a Public Offering; provided, that, the Company is
actively employing in good faith all commercially reasonable efforts to cause such
registration statement to become effective; and provided further, that, the
foregoing shall not apply to the filing of a registration statement on Form S-3 pursuant to
Rule 415 for the delayed offering of Common Stock which may be used for the purpose of
effecting a Public Offering but which the Company does not intend to be used for such
purposes promptly following effectiveness of the registration statement.



5. CERTAIN OTHER PROVISIONS.




     5.1. Grant of Other Rights. The Company may grant registration rights to other
persons without the prior consent of the Principal Holder; provided, that, no such
grant will conflict with any of the provisions of this Agreement.



     5.2. Additional Procedures. Selling Holders will take all such actions and execute
all such documents and instruments that are reasonably requested by the Company, and/or the
managing underwriters, to effect the sale of their shares in a Public Offering, including, without
limitation, being parties to the underwriting agreement entered into by the Company and any other
Selling Holders in connection therewith, and any other agreements (including, without limitation,
customary Selling Holder representations, lock-up agreements, warranties and indemnifications) for
the benefit of the underwriters; provided, however, that the aggregate amount of
any liability to any Selling Holder will not exceed such Selling Holder’s net proceeds from such
offering. In addition, each Selling Holder will furnish to the Company such information regarding
such Selling Holder and the distribution proposed by such Selling Holder as the Company may request
in writing and as will be required in connection with any registration, qualification or compliance
referred to in Section 4. In the case of a Public Offering, the Company shall use commercially
reasonable efforts to furnish, or cause to be furnished, to the Selling Holders (i) an opinion of
counsel substantially in the form furnished to the underwriter or underwriters and (ii) a comfort
letter from the Company’s independent public
accountants substantially in the form furnished to the underwriter or underwriters;
provided, that, comfort letters of this type are at the time being customarily
furnished by independent public accountants to selling securityholders in similar circumstances.



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     5.3. Underwriter’s Cutback. Notwithstanding any other provision of this Agreement, if
the managing underwriter determines that the inclusion of all shares requested to be included in a
Public Offering would adversely affect such offering, the Company may limit the number of
Registrable Shares to be included in such offering as provided below.




     5.3.1 If the Public Offering is being effected pursuant to a Registration Statement
filed pursuant to Section 2.1 or 2.2, the number of shares that are entitled to be included
in the Registration Statement for such offering will be allocated in the following priority:
(i) first, Company equity securities, other than Registrable Shares, requested to be
included in such offering by other stockholders of the Company will be excluded, (ii)
second, Company equity securities that the Company desires to include in such offering will
be excluded and (iii) third, Registrable Shares requested to be included in such offering by
the Holders will be excluded.




     5.3.2 If the Public Offering is being effected other than pursuant to a Registration
Statement filed pursuant to Section 2.1 or 2.2, the number of shares that are entitled to be
included in the Registration Statement for such offering will be allocated in the following
priority: (x) first, Company equity securities, other than Registrable Shares, requested to
be included in such registration by stockholders of the Company to whom the Company has
granted registration rights but who have not initiated the Public Offering will be excluded
and (y) second, Registrable Shares requested to be included in such registration by Holders
will be excluded.




     5.3.3 To the extent that the underwriters do not deem it necessary to exclude all of
the shares requested to be registered by any category of stockholders contemplated above,
the number of shares that may be included in the registration will be allocated to the
members of such category requesting registration in proportion, as nearly as practicable, to
the respective number of shares of Common Stock (assuming conversion of any convertible
securities held by such stockholders) that they held at the time the Company gives the
notice specified in Section 2 or 3.



     5.4. Lock-Up. Without the prior written consent of the underwriters managing any
Public Offering, for a period beginning seven days immediately preceding and ending on the
120th day following the pricing date of such Public Offering (or for such shorter period
of time that such underwriters and the Company may agree) no Holder will (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise transfer, directly or
indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for such Common Stock (other than charitable contributions to charities that agree in
writing to be bound by the same restrictions) or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of Common
Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by
delivery of such Common Stock or such other securities, in cash or otherwise; provided,
that, (x) the executive officers and directors of the Company enter into similar agreements and (y) in
the case of a Public Offering initiated at the request of any stockholders other than Holders of
Registrable Shares, such stockholders have agreed in writing to observe similar lock-up periods



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with respect to any Public Offering of Registrable Shares made pursuant to a Demand Registration
Statement.



     5.5. Registration Expenses. The Company will pay the Registration Expenses for: (i)
any registration effected in accordance with the terms of Section 2 and (ii) all incidental
registrations pursuant to Section 3.1, with all other expenses of registered offerings being borne
pro rata (based on number of shares included in the registration) by the Selling Holders, any other
participating stockholders of the Company and the Company, if it participates; provided,
however, that fifty percent (50%) of any expenses related to maintaining and keeping
effective a shelf registration statement filed pursuant to Section 2.1 or 2.2 shall be borne pro
rata (based on number of shares included in the registration) by the Selling Holders. In no case
shall Registration Expenses include (i) except as set forth in the definition of “Registration
Expenses,” fees and disbursements of counsel for the Selling Holders or (ii) underwriting
discounts, selling commissions and applicable transfer taxes, if any, paid or incurred in
connection with the sale or disposition of Registrable Shares.



     5.6. Termination of Status as Registrable Shares. Registrable Shares will cease to be
Registrable Shares and cease to have the rights accorded to such shares under this Agreement upon
the earliest to occur of the following events: (i) such shares shall have been disposed of pursuant
to an effective Registration Statement under the Securities Act, (ii) such shares shall have been
transferred pursuant to a transaction under Rule 144 or (iii) such shares shall have become
eligible for sale under Rule 144(k) under the Securities Act (or its successor).



6. INDEMNIFICATION.




     6.1. Company Indemnification. In the event of any registration of any of the
Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent
permitted by law, the Company will indemnify and hold harmless each Selling Holder, its directors
and officers and each other Person, if any, who controls such Selling Holder within the meaning of
the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against
any losses, claims, damages or liabilities, joint or several, to which such Covered Person may
become subject under the Securities Act, the Exchange Act, state securities laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement (or any amendment thereto) under which such Registrable
Shares were registered under the Securities Act, as of the effective date of any such Registration
Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary in order to make the statements therein not
misleading, as of the effective date of any such Registration Statement (or any amendment thereto)
or (ii) solely during the period that the Company is required to keep a prospectus current in
accordance with Section 4.2, any untrue statement or alleged untrue statement of any material fact
contained in any preliminary or final prospectus (or any amendment or supplement thereto), at the
time of sale of securities thereunder, that was filed in connection with a Registration Statement
under which such Registrable Shares were registered
under the Securities Act, or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading, at the time of sale of securities thereunder; and the Company will



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reimburse such Covered Person for any legal or any other expenses reasonably incurred by such
Covered Person, as they are incurred, in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not be
liable to any Covered Person (x) in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in such Registration Statement or prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with information furnished to the Company,
in writing, by or on behalf of such Covered Person specifically for use in the preparation thereof
or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable
Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on
behalf of such Selling Holder), such untrue statement or alleged untrue statement or omission or
alleged omission was contained in a preliminary prospectus and corrected in a final or amended
prospectus, prior to the time of sale of securities thereunder, and such Selling Holder failed to
deliver (unless such Selling Holder is exempt from the delivery requirements of the Securities Act
under Rule 172) a copy of the final or amended prospectus at or prior to the time of the sale of
the Registrable Shares to the person asserting any such loss, claim, damage or liability in any
case in which such delivery is required by the Securities Act.



     6.2. Seller Indemnification. In the event of any registration of any of the
Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent
permitted by law, each Selling Holder will indemnify and hold harmless the Company, each of its
directors and officers and each Person (other than such Selling Holder), if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages or liabilities, joint or several, to which the Company, such directors and officers or
controlling persons may become subject under the Securities Act, Exchange Act, state securities
laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement (or any amendment thereto) under which such
Registrable Shares were registered under the Securities Act, as of the effective date of any such
Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of
a material fact required to be stated therein or necessary in order to make the statements therein
not misleading, as of the effective date of any such Registration Statement (or any amendment
thereto) or (ii) solely during the period that the Company is required to keep a prospectus current
in accordance with Section 4.2, any untrue statement or alleged untrue statement of any material
fact contained in any preliminary or final prospectus (or any amendment or supplement thereto), at
the time of sale of securities thereunder, that was filed in connection with a Registration
Statement under which such Registrable Shares were registered under the Securities Act, or the
omission or alleged omission therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading, at the time of
sale of securities thereunder, and each Selling Holder will reimburse the Company, such directors
and officers or controlling persons for any legal or any other expenses reasonably incurred by the
Company, such directors and officers or controlling persons, as they are incurred, in connection
with investigating or defending any such
loss, claim, damage, liability or action, if the untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of such Selling Holder, specifically for use



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in connection with the preparation of such Registration Statement or prospectus, or any amendment or
supplement thereto; provided, however, that the obligations of such Selling Holder
hereunder will be limited to an amount equal to the net proceeds to such Selling Holder from the
disposition of Registrable Shares pursuant to such registration.



     6.3. Notice of Claims, etc. Promptly after receipt by an indemnified party of notice
of the commencement of any action or proceeding involving a claim of the type referred to in the
foregoing provisions of this Section 6, such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party, give written notice to each such indemnifying party
of the commencement of such action; provided, however, that the failure of any
indemnified party to give such notice will not relieve such indemnifying party of its obligations
under this Section 6, except to the extent that such indemnifying party is materially prejudiced by
such failure. In case any such action is brought against an indemnified party, each indemnifying
party will be entitled to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and (subject to the following sentence) after notice from
an indemnifying party to such indemnified party of its election so to assume the defense thereof,
such indemnifying party will not be liable to such indemnified party for any legal or other
expenses subsequently incurred by the latter in connection with the defense thereof. The
indemnified party may participate in such defense at such party’s expense; provided,
however, that the indemnifying party will pay such expense if representation of such
indemnified party by the counsel retained by the indemnifying party would be inappropriate due to
actual or potential conflict of interests between the indemnified party and any other party
represented by such counsel in such proceeding; provided, further, that in no event
will the indemnifying party be required to pay the expenses of more than one law firm as counsel
for all indemnified parties pursuant to this sentence, plus one local counsel in each relevant
jurisdiction if necessary. If, within 30 days after receipt of the notice, such indemnifying party
has not elected to assume the defense of the action, such indemnifying party will be responsible
for any legal or other expenses reasonably incurred by such indemnified party in connection with
the investigation and defense of the action, suit, investigation, inquiry or proceeding. An
indemnifying party may, in the defense of any such claim or litigation, consent to the entry of a
judgment or enter into a settlement without the consent of the indemnified party only if such
judgment or settlement contains a general release of the indemnified party in respect of such
claims or litigation, contains no admission of culpability and involves only the payment of
monetary damages, which such indemnifying party is able to pay. No indemnified party will consent
to entry of any judgment or settle such claim or litigation without the prior written consent of
the indemnifying party, which may not be unreasonably withheld.



     6.4. Contribution. If the indemnification provided for in Sections 6.1 or 6.2 hereof
is unavailable to a party that would have been an indemnified party under any such Section in
respect of any losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to therein, then each party that would have been an indemnifying party thereunder
will, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or liabilities (or



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actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative
fault of such indemnifying party on the one hand and such indemnified party on the other in
connection with the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof). The relative fault will be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied
by such indemnifying party or such indemnified party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The
parties agree that it would not be just and equitable if contribution pursuant to this Section 6.4
were determined by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the preceding sentence. The amount paid or
payable by a contributing party as a result of the losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) referred to in this Section 6.4 will include any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.



7. MISCELLANEOUS.




     7.1. Transfer of Rights. This Agreement and the rights and obligations of each Holder
hereunder, except as limited below, may be assigned by such Holder to any “U.S. person” (as that
term is defined for purposes of determining the Company’s compliance with the Department of
Transportation’s and Federal Aviation Administration’s requirements for U.S. carriers, as
determined by the Company’s counsel) that acquires a number of Registrable Shares equal to at least
5% of the issued and outstanding common stock of the Company (a “Permitted Transferee”);
provided, however, that the Principal Holder shall retain the right to request a
Demand Registration Statement pursuant to Section 2.2 and the right to amend, terminate or waive
any term set forth in this Agreement in accordance with Section 7.3. Any Permitted Transferee to
whom rights under this Agreement are transferred will, as a condition to such transfer, deliver to
the Company a written instrument by which such Permitted Transferee agrees to be bound by the
obligations imposed upon Holders under this Agreement to the same extent as if such Permitted
Transferee were the Principal Holder under this Agreement.



     7.2. Governing Law. This Agreement, the rights of the parties and all claims,
actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or
proceedings arising in whole or in part under or in connection herewith, will be governed by and
construed in accordance with the domestic substantive laws of the State of New York, without giving
effect to any choice or conflict of law provision or rule that would cause the application of the
laws of any other jurisdiction.



     7.3. Entire Agreement; Amendment and Waiver. This Agreement, together with any
documents, instruments and certificates explicitly referred to herein, constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and supersedes any and
all prior discussions, negotiations, proposals, undertakings, understandings and agreements,
whether written or oral, with respect thereto, including the Plan. Any term of this Agreement may
be amended or terminated and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or prospectively) with
the written consent of the Company and the Principal Holder. Any such amendment, termination or
waiver will be binding on all Holders.



-14-









 





     7.4. Notices. All notices, requests, demands, claims and other communications
required or permitted to be delivered, given or otherwise provided under this Agreement must be in
writing and must be delivered, given or otherwise provided:




     (a) by hand (in which case, it will be effective upon delivery);




     (b) by facsimile (in which case, it will be effective upon receipt of confirmation
of good transmission); or




     (c) by overnight delivery by a nationally recognized courier service (in which
case, it will be effective on the Business Day after being deposited with such courier
service);


in each case, to the address (or facsimile number) listed below:




If to the Company, to it at:



Atlas Air Worldwide Holdings, Inc.

2000 Westchester Avenue

Purchase, New York 10577

Telephone number: (914) 701-8000

Facsimile number: (914) 701-8333

Attention: Legal Department




with a copy to:



Ropes & Gray LLP

One International Place

Boston, MA 02110

Telephone number: (617) 951-7000

Facsimile number: (617) 951-7050

Attention: David A. Fine, Esq.




If to the Initial Holders, to them at:



c/o HMC Atlas Air, L.L.C.

Madison Avenue

16th Floor

New York, New York 10022

Telephone number: (212) 521-6962

Facsimile number: (212) 508-3721

Attention: Scott Tillman



and



One Riverchase Parkway South

Birmingham, Alabama 35244





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Telephone number: (205) 987-5500

Facsimile number: (205) 987-5505

Attention: Legal Department




with a copy to:



Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Telephone number: (212) 715-9100

Facsimile number: (212) 715-8000

Attention: Abbe L. Dienstag, Esq.



If to any other Holders, to it at such address as may be specified by such Holder to the Company
and the Initial Holders by notice delivered in accordance with this Section 7.4.



Each of the parties to this Agreement may specify different address or facsimile number by giving
notice in accordance with this Section 7.4 to each of the other parties hereto.




     7.5. Binding Effect; Succession and Assignment; No Third-Party Beneficiary. This
Agreement will be binding upon and inure to the benefit of the successors and assigns of the
respective parties hereto, subject to Section 7.1. Except as expressly provided herein, this
Agreement is for the sole benefit of the parties and their permitted successors and assignees (in
accordance with Section 7.1) and nothing herein expressed or implied will give or be construed to
give any Person, other than the parties and such successors and assignees, any legal or equitable
rights hereunder.



     7.6. Severability. If any provision of this Agreement is found by any court of
competent jurisdiction to be invalid or unenforceable, the parties hereby waive such provision to
the extent that it is found to be invalid or unenforceable. Such provision will, to the maximum
extent allowable by law, be modified by such court so that it becomes enforceable, and, as
modified, will be enforced as any other provision hereof, all the other provisions hereof
continuing in full force and effect.



     7.7. Headings. The headings contained in this Agreement are for convenience purposes
only and will not in any way affect the meaning or interpretation hereof.



     7.8. Counterparts. This Agreement may be executed in any number of counterparts, each
of which will be deemed an original, but all of which together will constitute but one and the same
instrument.



[Signature page follows]




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     IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed
by their duly authorized representative as of the date first above written.



	 	 	 	 	 	 	 
	 	 	ATLAS AIR WORLDWIDE HOLDINGS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Adam R. Kokas	 	 
	 

	 	 	 	 

Name: Adam R. Kokas
	 	 
	 	 	 	 	Title: Senior Vice President, General Counsel
and Secretary
	 
	 	 	 	 	 	 
	 	 	HMC ATLAS AIR, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip A. Falcone	 	 
	 

	 	 	 	 

Name: Philip A. Falcone
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Harbinger Capital Partners Special Situations

GP, LLC, as its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip A. Falcone	 	 
	 

	 	 	 	 

Name: Philip A. Falcone
	 	 
	 

	 	 	 	Title: Vice President