EXHIBIT 10.7.3
ACKNOWLEDGMENT AND AGREEMENT (MSN 32838)
ATLAS AIR WORLDWIDE HOLDINGS, INC., a Delaware corporation ("ATLAS
HOLDINGS"), with reference to (i) the Amendment Agreement (MSN 32838), dated as
of August 1, 2003 (the "AGREEMENT"), between Atlas Air, Inc. ("LESSEE") and
Tuolumne River Aircraft Finance, Inc. ("LESSOR"), and (ii) the Restructuring
Letter Agreement (MSN 32838), 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
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Name: Xxxxxxx X. Xxxxxxxx
Title: President & COO
[Signature Page to Acknowledgment and Agreement (MSN 32838)]
Schedule to Exhibit 10.7.3
The agreements listed below are substantially identical to this exhibit and are
not being filed separately as exhibits pursuant to instruction 2 to Regulation
S-K, Item 601.
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REGISTRATION MANUFACTURER'S ACKNOWLEDGING PARTY AGREEMENT
NUMBER SERIAL NUMBER(S)
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N418MC 32840 Atlas Air Worldwide Atlas Air Worldwide Holdings, Inc.
Holdings, Inc. Acknowledgement and Agreement dated
November 18, 2003 with respect to
Aircraft N418MC
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