0000950134-04-001305 Sample Contracts

FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND CONDITIONAL AGREEMENT TO AMEND THE LOAN DOCUMENTS
Forbearance Agreement and Conditional Agreement • February 9th, 2004 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND CONDITIONAL AGREEMENT TO AMEND THE LOAN DOCUMENTS (this “Amendment”) dated as of January 12, 2004 by and among Atlas Air Worldwide Holdings, Inc., a Delaware corporation (“Holdings”), Atlas Air, Inc., a Delaware corporation (the “Company”), the financial institutions listed on the signature pages hereof (the “Lenders”) and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

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FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND CONDITIONAL AGREEMENT TO AMEND THE LOAN DOCUMENTS
Forbearance Agreement and Conditional Agreement • February 9th, 2004 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND CONDITIONAL AGREEMENT TO AMEND THE LOAN DOCUMENTS (this “Amendment”) dated as of January 12, 2004 by and among Atlas Air Worldwide Holdings, Inc., a Delaware corporation (“Holdings”), Atlas Air, Inc., a Delaware corporation (the “Company”), Atlas Freighter Leasing III, Inc., a Delaware corporation (“AFL III”), the financial institutions listed on the signature pages hereof (the “Lenders”) and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

SECOND AMENDMENT TO FORBEARANCE AGREEMENT, LIMITED WAIVER AND CONDITIONAL AGREEMENT TO AMEND THE LOAN DOCUMENTS
Execution • February 9th, 2004 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

SECOND AMENDMENT TO FORBEARANCE AGREEMENT AND CONDITIONAL AGREEMENT TO AMEND THE LOAN DOCUMENTS (this “Amendment”) dated as of February 2, 2004 by and among Atlas Freighter Leasing III, Inc., a Delaware corporation (“AFL III”), Atlas Air, Inc., a Delaware corporation (the “Company”), Atlas Air Worldwide Holdings, Inc., a Delaware corporation (“Holdings”), the financial institutions listed on the signature pages hereof (the “Lenders”) and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

FORBEARANCE AGREEMENT, LIMITED WAIVER AND CONDITIONAL AGREEMENT TO AMEND THE LOAN DOCUMENTS
Waiver and Conditional Agreement • February 9th, 2004 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

FORBEARANCE AGREEMENT, LIMITED WAIVER AND CONDITIONAL AGREEMENT TO AMEND THE LOAN DOCUMENTS (this “Agreement”) is entered into as of July 3, 2003, among ATLAS FREIGHTER LEASING III, INC., a Delaware corporation (“ AFL III”), ATLAS AIR, INC., a Delaware corporation (the “Company”), ATLAS AIR WORLDWIDE HOLDINGS, INC., a Delaware corporation (“Holdings”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as the “Lenders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders (in such capacity, the “Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

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