40 EXHIBIT D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS [DATE. Wilmington Trust Company One Rodney Square 1100 N. Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Re: Atlas Air 2000-1B Pass Through Trust (the "Trust"), 9.057% Atlas Air Pass Through Trust Certificates Series 2000-1B (the "Certificates") Dear Sirs: In connection with our proposed purchase of $_______________ aggregate principal amount of the Certificates, we confirm that: (1) We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Pass Through Trust Agreement dated as of January 28, 2000 (the "Basic Agreement") between the Trustee and Atlas Air, Inc., a Delaware corporation (the "Company"), as supplemented by Trust Supplement No. 2000-1B thereto (the "Trust Supplement", and together with the Basic Agreement, the "Agreement") relating to the Certificates and the undersigned agrees to be bound by the Agreement, and not to resell, pledge or otherwise transfer the Certificates except in compliance with, such restrictions and conditions contained in the Agreement and the Securities Act of 1933, as amended (the "Securities Act"). (2) We understand that the Certificates have not been registered under the Securities Act, and that the Certificates may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Certificate, we will do so only (A) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (B) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company, a signed letter substantially in the form of this letter, (C) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, (E) pursuant to an effective registration statement under the Securities Act, or (F) to the Company or any subsidiary thereof, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising such purchaser that resales of the Notes are restricted as stated herein. We further understand that the Certificates purchased by us will bear a legend to the foregoing effect. (3) We understand that, on any proposed resale of any Certificates, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company 41 may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates purchased by us will bear a legend to the foregoing effect. (4) We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.