EX-10.1.2



 





Exhibit 10.1.2




AMENDMENT TO REGISTRATION RIGHTS AGREEMENT




     This Amendment (the “Amendment”) to that certain Registration Rights Agreement dated as of
February 13, 2007 by and among the Company and the Initial Holders (the “Agreement”) is entered
into as of March 12, 2007, by and among 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”).



     Unless otherwise indicated, capitalized terms used in this Amendment are used with the
meanings attributed thereto in the Agreement.



WITNESSETH:




     WHEREAS, the parties wish to amend the Agreement as hereinafter set forth;



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



     1. CERTAIN DEFINITIONS



     The definition of “Filing Target” as it appears in Section 1 of the Agreement is hereby
amended and restated in its entirety to read as follows:



     “Filing Target” means the earlier of (a) the date on which the Company becomes eligible to
file a registration statement with the Commission on Form S-3, and (b) April 18, 2007.



     2. REQUIRED REGISTRATION



     Section 2.1 of the Agreement is hereby amended and restated in its entirety to read as
follows:




	 	2.1	 	Initial Registration. The Company will use commercially reasonable
efforts to prepare and file with the Commission on the Filing Target 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, subject to Section 4.7.1.





     Section 2.2.1 of the Agreement is hereby amended and restated in its entirety to read as
follows:




	 	2.2.1	 	In the event that the Company becomes ineligible to file a registration
statement on Form S-3 at any time during the period commencing on the
	 
	 	 	 	Filing Target and ending on the Termination Date or if there is no
effective Registration Statement on Form S-3 on file with respect to
Registrable Shares, then, for so long as either of the
aforementioned conditions continue, the Principal Holder shall,
upon furnishing written notice to the Company, 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.





     Except as expressly amended hereby, the Agreement shall remain unaltered and in full force and
effect.



     The Amendment shall 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.



     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]




 









 








     IN WITNESS WHEREOF, the parties have caused this Amendment to Registration Rights Agreement to
be executed by their duly authorized representatives 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 and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	HMC ATLAS AIR, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip A. Falcone	 	 
	 

	 	 	 	 

Name: Philip A. Falcone
	 	 
	 

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

GP, LLC, as general partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip A. Falcone	 	 
	 

	 	 	 	 

Name: Philip A. Falcone
	 	 
	 

	 	 	 	Title: Senior Managing Director