Atlas Air Capital II Watch

from S-3/A >50 pages Form of Amended and Restated Trust Agreement

from S-3/A >50 pages Form of Amended and Restated Trust Agreement

from S-3/A >50 pages Form of Amended and Restated Trust Agreement

from S-3 1 page <page> 1 Certificate of Trust of Atlas Air Capital III This Certificate of Trust of Atlas Air Capital III (The "Trust"), Dated April 23, 1999, Is Being Duly Executed and Filed by the First National Bank of Chicago, a National Banking Association, First Chicago Delaware Inc., a Delaware Corporation, and Stephen Nevin, as Trustees, With the Secretary of State of the State of Delaware to Form a Business Trust Under the Delaware Business Trust Act (12 Del. C. Ss. 3801 Et Seq.). 1. Name. the Name of the Business Trust Formed Hereby Is Atlas Air Capital III. 2. Delaware Trustee. the Name and Business Address of the Trustee of the Trust With a Principal Place of Business in the State of Delaware Is First Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801. 3. Effective Date. This Certificate of Trust Shall Be Effective Upon Filing With the Secretary of State of the State of Delaware. in Witness Whereof, the Undersigned, Being the Trustees of the Trust, Have Executed This Certificate of Trust as of the Date First Above Written. the First National Bank of Chicago, as Trustee By: /S/ Sandra L. Caruba Name: Sandra L. Caruba Title: Vice President First Chicago Delaware Inc., as Trustee By: /S/ Sandra L. Caruba Name: Sandra L. Caruba Title: Vice President /S/ Stephen Nevin Stephen Nevin, as Trustee

from S-3 ~5 pages Trust Agreement of Atlas Air Capital III

from S-3 1 page <page> 1 Certificate of Trust of Atlas Air Capital II This Certificate of Trust of Atlas Air Capital II (The "Trust"), Dated April 23, 1999, Is Being Duly Executed and Filed by the First National Bank of Chicago, a National Banking Association, First Chicago Delaware Inc., a Delaware Corporation, and Stephen Nevin, as Trustees, With the Secretary of State of the State of Delaware to Form a Business Trust Under the Delaware Business Trust Act (12 Del. C. Ss. 3801 Et Seq.). 1. Name. the Name of the Business Trust Formed Hereby Is Atlas Air Capital II. 2. Delaware Trustee. the Name and Business Address of the Trustee of the Trust With a Principal Place of Business in the State of Delaware Is First Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801. 3. Effective Date. This Certificate of Trust Shall Be Effective Upon Filing With the Secretary of State of the State of Delaware. in Witness Whereof, the Undersigned, Being the Trustees of the Trust, Have Executed This Certificate of Trust as of the Date First Above Written. the First National Bank of Chicago, as Trustee By: /S/ Sandra L. Caruba Name: Sandra L. Caruba Title: Vice President First Chicago Delaware Inc., as Trustee By: /S/ Sandra L. Caruba Name: Sandra L. Caruba Title: Vice President /S/ Stephen Nevin Stephen Nevin, as Trustee

from S-3 ~5 pages Trust Agreement of Atlas Air Capital II

from S-3 1 page <page> 1 Certificate of Trust of Atlas Air Capital I This Certificate of Trust of Atlas Air Capital I (The "Trust"), Dated April 23, 1999, Is Being Duly Executed and Filed by the First National Bank of Chicago, a National Banking Association, First Chicago Delaware Inc., a Delaware Corporation, and Stephen Nevin, as Trustees, With the Secretary of State of the State of Delaware to Form a Business Trust Under the Delaware Business Trust Act (12 Del. C. Ss. 3801 Et Seq.). 1. Name. the Name of the Business Trust Formed Hereby Is Atlas Air Capital I. 2. Delaware Trustee. the Name and Business Address of the Trustee of the Trust With a Principal Place of Business in the State of Delaware Is First Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801. 3. Effective Date. This Certificate of Trust Shall Be Effective Upon Filing With the Secretary of State of the State of Delaware. in Witness Whereof, the Undersigned, Being the Trustees of the Trust, Have Executed This Certificate of Trust as of the Date First Above Written. the First National Bank of Chicago, as Trustee By: /S/ Sandra L. Caruba Name: Sandra L. Caruba Title: Vice President First Chicago Delaware Inc., as Trustee By: /S/ Sandra L. Caruba Name: Sandra L. Caruba Title: Vice President /S/ Stephen Nevin Stephen Nevin, as Trustee

from S-3 ~5 pages Trust Agreement of Atlas Air Capital I

from S-3 ~50 pages Form of Indenture