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.
[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.
EXHIBIT 10.7.4
ACKNOWLEDGMENT AND AGREEMENT (MSN 32838)
POLAR AIR CARGO, INC., a Delaware corporation ("POLAR"), with reference to Amendment Agreement
(MSN 32838), dated as of August 1, 2003 (the "AGREEMENT"), between Atlas Air, Inc. ("LESSEE") and
By /s/ Jeffrey H. Erickson
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Name: Jeffrey H. Erickson
Title: President & COO