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AAWW Elects to Repay, Terminate Credit Facilities

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AAWW Elects to Repay, Terminate Credit Facilities

Monday, July 31, 2006 --   Atlas Air Worldwide Holdings, Inc. (AAWW) (Nasdaq: AAWW), a leading provider of global air cargo services, said today that it has elected on behalf of itself and certain of its subsidiaries to pay off approximately $141 million of principal under two aircraft financing facilities, using cash from existing Company balances, and to terminate an existing revolving credit facility (the Exit Facility) under which no borrowings are outstanding.

President and Chief Executive Officer William J. Flynn said, “We are taking advantage of our healthy cash position, which totaled $309 million at the end of the first quarter, to pay down and terminate certain credit facilities that inhibit our strategic and operating flexibility.”

On July 31, 2006, AAWW plans to repay approximately $141 million of principal (before discount related to fair market value adjustments) outstanding under two credit facilities administered by Deutsche Bank Trust Company Americas, the Aircraft Credit Facility and the AFL III Credit Facility. In connection with the repayment, AAWW expects to incur a one-time, non-cash pretax expense of approximately $13 million in the third quarter of 2006, related to the write-off of the remaining, unamortized discount associated with such debt.

AAWW's decision to terminate the Exit Facility with Wachovia Bank National Association, as agent, will be effective on or before August 3, 2006. While no borrowings are outstanding under the credit facility, letters of credit totaling approximately $0.4 million were outstanding. No early termination penalties or fees will result from the early termination of the credit facility.

As a result of the terminations of the Deutsche Bank and Exit facilities, all covenants associated with them will be eliminated. In addition, financing liens will be removed on the following AAWW assets, among others: one 747-100 aircraft, 14 747-200 aircraft, one 747-300 aircraft, accounts receivable, certain inventory and spare parts, and certain spare engines.

About Atlas Air Worldwide Holdings, Inc.:

AAWW is the parent company of Atlas Air, Inc. (Atlas) and Polar Air Cargo, Inc. (Polar), which together operate the world's largest fleet of Boeing 747 freighter aircraft.

AAWW, through its principal subsidiaries Atlas and Polar, offers scheduled air cargo service, cargo charters, military charters, and ACMI aircraft leasing in which customers receive a dedicated aircraft, crew, maintenance and insurance on a long-term lease basis.

AAWW's press releases, SEC filings and other information can be accessed through the Company's home page, www.atlasair.com.

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect AAWW's current views with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of AAWW and its subsidiaries (collectively, the “companies”) that may cause the actual results of the companies to be materially different from any future results, express or implied, in such forward-looking statements.

Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the companies to operate pursuant to the terms of their financing facilities; the ability of the companies to obtain and maintain normal terms with vendors and service providers; the companies' ability to maintain contracts that are critical to their operations; the ability of the companies to fund and execute their business plan; the ability of the companies to attract, motivate and/or retain key executives and associates; the ability of the companies to attract and retain customers; the continued availability of our wide-body aircraft; demand for cargo services in the markets in which the companies operate; economic conditions; the effects of any hostilities or act of war (in the Middle East or elsewhere) or any terrorist attack; labor costs and relations; financing costs; the cost and availability of war risk insurance; our continued ability to remedy weaknesses in our internal controls over financial reporting; aviation fuel costs; security-related costs; competitive pressures on pricing (especially from lower-cost competitors); volatility in the international currency markets; weather conditions; government legislation and regulation; consumer perceptions of the companies' products and services; pending and future litigation; and other risks and uncertainties set forth from time to time in AAWW's reports to the United States Securities and Exchange Commission.

For additional information, we refer you to the risk factors set forth under the heading “Risk Factors” in the Annual Report on Form 10-K filed by AAWW with the Securities and Exchange Commission on April 14, 2006. Other factors and assumptions not identified above are also involved in the preparation of forward-looking statements, and the failure of such other factors and assumptions to be realized may also cause actual results to differ materially from those discussed.

AAWW assumes no obligation to update such statements contained in this release to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law.

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For more information, please contact:
Dan Loh
E-mail: Dan.Loh@atlasair.com