0001193125-12-207826 Sample Contracts

ATLAS AIR WORLDWIDE HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 3rd, 2012 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of (the “Agreement), between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and (the “Employee”).

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ATLAS AIR WORLDWIDE HOLDINGS, INC. PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • May 3rd, 2012 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and (the “Employee”).

PARTICIPATION AGREEMENT dated as of January 30, 2012 among HELIOS LEASING I LLC as Lessor HELIOS LEASING TRUST as Lessor Parent WILMINGTON TRUST COMPANY as Trustee, ATLAS AIR, INC. as Lessee WILMINGTON TRUST COMPANY as Indenture Trustee APPLE BANK FOR...
Participation Agreement • May 3rd, 2012 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • Delaware

THIS PARTICIPATION AGREEMENT, dated as of January 30, 2012 (this “Participation Agreement” or “Agreement”) is among HELIOS LEASING I LLC, a limited liability company duly formed under the laws of the State of Delaware (“Lessor” or the “Issuer”); HELIOS LEASING TRUST, a Delaware statutory trust (“Lessor Parent”); ATLAS AIR, INC., a corporation duly incorporated under the laws of the State of Delaware (“Lessee”); WILMINGTON TRUST COMPANY, a Delaware trust company, as trustee of the Trust (the “Trustee”); APPLE BANK FOR SAVINGS, as Initial Guaranteed Lender (together with any other beneficial owner of a Bank Note, the “Guaranteed Lenders”); WILMINGTON TRUST COMPANY, not in its individual capacity but solely as indenture trustee under the below-defined Indenture (in such capacity, together with its successors and permitted assigns, the “Indenture Trustee”); WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association duly organized and validly existing under the laws of

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