EXHIBIT 10.8.3
ACKNOWLEDGMENT AND AGREEMENT (MSN 22237)
ATLAS AIR WORLDWIDE HOLDINGS, INC., a Delaware corporation ("ATLAS
HOLDINGS"), with reference to (i) the Amendment Agreement (MSN 22237), dated as
of August 1, 2003 (the "AGREEMENT"), between Polar Air Cargo, Inc. ("LESSEE")
and Polaris Aircraft (Pacific Rim), Inc. ("LESSOR"), and (ii) the Restructuring
Letter Agreement (MSN 22237), dated as of August 1, 2003 (the "LETTER
AGREEMENT"), between Lessee and Lessor, DOES HEREBY ACKNOWLEDGE AND AGREE (to,
with and for the benefit of Lessor and its successors and assigns) that Atlas
Holdings is bound by, and obligated to perform and observe, and hereby agrees to
perform and observe, the terms, provisions, conditions and covenants contained
in Sections 2(d), 2(f), 4(c), 7 and 8 of the Agreement and Part I of the Letter
Agreement (and expressed as being applicable to or in respect of a "Lessee
Party" a "Lessee Party" other than Lessee, "Atlas Holdings" or an "Affiliate" of
Lessee), in each case, with the same force and effect as if Atlas Holdings were
a party to the Agreement and the Letter Agreement (in the capacity of a "Lessee
Party" or "Atlas Holdings").
[Signature Page Follows]
IN WITNESS WHEREOF, Atlas Holdings has caused this Acknowledgment
and Agreement to be executed and delivered as of this 18th day of November,
2003.
ATLAS AIR WORLDWIDE HOLDINGS, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President & COO
[Signature Page to Acknowledgment, Consent and Agreement (MSN 22237)]
