GUARANTY, dated as of November 19, 2001 (this "Guaranty"), of
ATLAS AIR WORLDWIDE HOLDINGS, INC. ("AAWH") in favor of GENERAL ELECTRIC CAPITAL
CORPORATION, including its successors and assigns (the "Guaranteed Party").
WHEREAS, the Guaranteed Party is a party to a Sublease Agreement (MSN 30808) dated as of October 24,
2001 (the "Sublease Agreement"; capitalized terms used herein, unless otherwise defined herein, shall have the
same meanings as set forth therein), between General Electric Capital Corporation and Polar Air Cargo, Inc.
("Polar") and the other Operative Documents; and
WHEREAS, as an inducement for the Guaranteed Party's willingness to enter into the Sublease Agreement,
AAWH has agreed to guarantee the obligations of its indirect subsidiary Polar arising under the Sublease
Agreement and the other Operative Documents.
NOW, THEREFORE, in consideration of the premises and covenants hereinafter contained and for other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, AAWH and the
Guaranteed Party, hereby agree:
SECTION 1. GUARANTY BY AAWH. (a) From and after the date hereof, AAWH hereby irrevocably and
unconditionally guarantees, as primary obligor and not as a surety, the due and punctual performance by Polar of
all of its obligations under the Sublease Agreement and the other Operative Documents and the due and punctual
payment of any and all amounts which are from time to time due and payable by Polar pursuant to the provisions
of the Sublease Agreement and the other Operative Documents after any applicable grace periods or notice
requirements, if any, according to the terms thereof and AAWH agrees that this Guaranty is a guarantee of
performance and payment and not of collection. AAWH hereby agrees that its obligations hereunder shall be
primary, absolute and unconditional, irrespective of, and unaffected by: (i) the validity, regularity or enforceability
of the Sublease Agreement and the other Operative