EXHIBIT 10.8.4
ACKNOWLEDGMENT, CONSENT AND AGREEMENT (MSN 22237)
ATLAS AIR WORLDWIDE HOLDINGS, INC., a Delaware corporation
("GUARANTOR"), with reference to the Guaranty, dated as of November 9, 2001 (the
"GUARANTY"), made by Guarantor in favor of Polaris Holding Company and its
successors and assigns ("GUARANTEED PARTY") relating to the Aircraft Lease
Agreement, dated as of October 24, 2001, between Polaris Holding Company, as
lessor, and Polar Air Cargo, Inc., as lessee, as supplemented by Lease
Supplement No. 1 dated November 9, 2001 and the Letter Agreement No. 1 (as
defined in such Aircraft Lease Agreement), and as assigned by Polaris Holding
Company to Polaris Aircraft (Pacific Rim), Inc., assumed by Polaris Aircraft
(Pacific Rim), Inc. and amended pursuant to the Aircraft Lease Assignment and
Amendment Agreement, dated as of June 23, 2003, among Polaris Holding Company,
Polaris Aircraft (Pacific Rim), Inc. ("LESSOR") and Polar Air Cargo, Inc.
("LESSEE") (as so supplemented and as so assigned and amended, the "LEASE";
capitalized terms used herein but not defined herein having the meanings stated
or ascribed in the Lease), and to the other Operative Documents, DOES HEREBY (in
each case, for the benefit of the Guaranteed Party and, in each case (except to
the extent otherwise provided herein), without limitation of any term or
provision of the Guaranty):
(i) ACKNOWLEDGE receipt (pursuant to and as required by the
Guaranty) of notice of (a) the amendment of the Lease pursuant to
Amendment Agreement (MSN 22237), dated as of August 1, 2003, between
Lessor and Lessee (the "LEASE AMENDMENT"), and (b) the Restructuring
Letter Agreement (MSN 22237), dated as of August 1, 2003, between Lessor
and Lessee which is referred to in the Lease Amendment (THE "RESTRUCTURING
LETTER AGREEMENT");
(ii) CONSENT to (a) the terms and provisions of the Lease
Amendment and the Restructuring Letter Agreement, (b) the execution,
delivery and performance thereof by Lessor and Lessee, and (c) the
amendment of the Lease pursuant thereto and on the terms provided therein;
(iii) AGREE that, from and after the Effective Date (as
defined in the Lease Amendment), (a) any reference in the Guaranty, the
Lease or any other Operative Document, or otherwise by Guarantor, to the
Lease shall mean the Lease, as amended by the Lease Amendment (including,
without limitation, the references therein to the Restructuring Letter
Agreement), and (b) any reference by Guarantor or Guaranteed Party to the
Guaranty shall mean the Guaranty, as supplemented hereby; and
(iv) AGREE that, except as supplemented hereby, the Guaranty
shall remain in full force and effect as in existence on the date hereof
and is hereby ratified and confirmed in all respects.
[Signature Page Follows]
IN WITNESS WHEREOF, Guarantor has caused this Acknowledgment,
Consent 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, Consent and Agreement (MSN 22237)]
