EXHIBIT 10.5.2
FIRST AMENDMENT
FIRST AMENDMENT (this "AMENDMENT"), dated as of November 30, 2004, among ATLAS AIR WORLDWIDE HOLDINGS,
INC., a Delaware corporation ("HOLDINGS"), ATLAS AIR, INC., a Delaware corporation ("COMPANY"), the lenders from time to
time party to the Credit Agreement (each a "LENDER" and, collectively, the "LENDERS"), and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT"). Unless otherwise defined
herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as therein defined.
WITNESSETH:
WHEREAS, Holdings, Company, the Lenders and the Administrative Agent have entered into a Fifth Amended and Restated Credit
Agreement, dated as of July 27, 2004 (the "CREDIT AGREEMENT"); and
WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend certain provisions of the Credit
Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A. AMENDMENTS TO THE CREDIT AGREEMENT
1. The definition of "ACMI Contract" appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition
in its entirety and inserting the following text in lieu thereof:
""ACMI CONTRACT" means (i) any contract entered into by the Company pursuant to which Company furnishes the aircraft, crew,
maintenance and insurance and customers bear all other operating expenses, (ii) any similar contract in which the customer provides
the flight crew, all in accordance with the Company's historical practices and (iii) any wet lease or service contract whereby the
Company agrees to furnish an aircraft to a third party pursuant to which the aircraft shall at all times be in operational control of the
Company."
2. Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical
order:
""BLADE AND DISK CAPITAL EXPENDITURES" means Consolidated Capital Expenditures for under platform cracking, including
blade and disk rep