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Atlas Air Worldwide Holdings, Inc. Enters Into Agreements With Lenders To Ease And Remove Restrictive Debt Covenants

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Atlas Air Worldwide Holdings, Inc. Enters Into Agreements With Lenders To Ease And Remove Restrictive Debt Covenants

Thursday, November 17, 2005 --   Atlas Air Worldwide Holdings, Inc. (AAWW) (OTC: AAWW.PK), a leading provider of global air cargo services, and its wholly owned subsidiaries, Atlas Air, Inc. (Atlas), and Atlas Freighter Leasing III, Inc. (AFL III), have entered into amendments of outstanding aircraft financing facilities with their lenders and with Deutsche Bank Trust Company Americas, as administrative agent for the lenders, that ease and remove existing restrictive debt covenants and provide AAWW with additional business flexibility.

“We are very pleased by these amendments to our Aircraft Credit and AFL III Credit facilities as we position AAWW to take advantage of the favorable business conditions and opportunities that we believe lie ahead for us,” said President and Chief Executive Officer Jeffrey H. Erickson.

“The new terms that we have reached with our lenders will enable us to pursue a broader range of cargo-related business opportunities, as well to further explore potential new services in other aviation-related areas, such as passenger ACMI,” said Mr. Erickson.

In addition to facilitating AAWW's ability to consider a broader mix of business, the amendments also ease restrictions on asset sales and mergers, permit an increase in the allowed amount of investments and liens, remove restrictions on debt and lease incurrences, contingent obligations, and capital expenditures, and ease restrictions on junior payments.

The Aircraft Credit Facility is a term loan with approximately $37.8 million in principal outstanding (including unamortized discount), secured by three aircraft. The AFL III Credit Facility is a term loan with approximately $131.4 million in principal outstanding (including unamortized discount), secured by 12 aircraft and two engine pools.

Fourteen leases between AFL III and Atlas relating to the 12 aircraft and two engine pools covered by the AFL III Credit Facility will also be amended following the completion of certain conditions to comply with the amendments to the AFL III Credit Facility.

By virtue of the amendments to the Aircraft Credit Facility and the AFL III Credit Facility, certain corresponding provisions in the financing documents related to AAWW's 12 EETC aircraft have been similarly and concurrently modified.

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.

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 widebody 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 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; the market acceptance of AAWW's new common stock; 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 June 30, 2005, as updated by the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2005. 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