0000950123-07-005485 Sample Contracts

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 16th, 2007 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

This Amendment (the “Amendment”) to that certain Registration Rights Agreement dated as of February 13, 2007 by and among the Company and the Initial Holders (the “Agreement”) is entered into as of March 12, 2007, by and among Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”), HMC Atlas Air, L.L.C. (“HMCAA”) and Harbinger Capital Partners Special Situations Fund, L.P. (together with HMCAA, the “Initial Holders”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 16th, 2007 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of February 13, 2007 by and between Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”), HMC Atlas Air, L.L.C. (“HMCAA”) and Harbinger Capital Partners Special Situations Fund, L.P. (together with HMCAA, the “Initial Holders”).

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