0000950123-07-011097 Sample Contracts

FLIGHT SERVICES AGREEMENT Between Atlas Air, Inc. and Polar Air Cargo Worldwide, Inc. DATED JUNE 28, 2007
Flight Services Agreement • August 8th, 2007 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

THIS FLIGHT SERVICES AGREEMENT (the/this “Agreement”), made and entered into this 28th day of June, 2007 (the “Effective Date”), between ATLAS AIR, INC., a Delaware Corporation, having its principal operating office at 2000 Westchester Avenue, Purchase, New York 10577, USA (“ATLAS”) and POLAR AIR CARGO WORLDWIDE, INC., a Delaware Corporation having its principal place of business at 2000 Westchester Avenue, Purchase, NY 10577, USA (“COMPANY”) (each, a “Party”; collectively, the “Parties”).

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BLOCKED SPACE AGREEMENT Between Polar Air Cargo Worldwide, Inc. and DHL Network Operations (USA), Inc. DATED JUNE 28, 2007
Blocked Space Agreement • August 8th, 2007 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

This Blocked Space Agreement (the “Agreement”) dated as of June 28, 2007, is between Polar Air Cargo Worldwide, Inc., a Delaware corporation (“Company”) and DHL Network Operations (USA), Inc., an Ohio corporation (“DHL”) (each a “Party” and together, the “Parties”).

INDEMNITY AGREEMENT
Indemnity Agreement • August 8th, 2007 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

INDEMNITY AGREEMENT, dated as of June 28, 2007 (this “Agreement”), made by and among Atlas Air Worldwide Holdings, Inc., a Delaware corporation (“AAWW”), Polar Air Cargo Worldwide, Inc. (f/k/a Airline Acquisition Corp I), a Delaware corporation (the “Company”) and DHL Network Operations (USA), Inc., an Ohio corporation (the “Investor”; and together with the AAWW and the Company, the “Parties”).

Contract
Atlas Air Worldwide Holdings Inc • August 8th, 2007 • Air transportation, nonscheduled • Ohio

[*] = Portions of this exhibit have been omitted pursuant to a Confidential Treatment Request. An unredacted version of this exhibit has been filed separately with the Commission.

AMENDMENT NO. 1 TO BLOCK SPACE AGREEMENT
Block Space Agreement • August 8th, 2007 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

THIS AMENDMENT NO. 1 TO BLOCK SPACE AGREEMENT (this “Agreement”), dated as of July 30, 2007, is between Polar Air Cargo Worldwide, Inc., a Delaware corporation (the “Company”), and DHL Network Operations (USA), Inc., an Ohio corporation (“DHL”) (each a “Party and together, the “Parties”).

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