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NOTICE OF GUARANTEED DELIVERY
FOR
ATLAS AIR, INC.
WITH RESPECT TO
PASS THROUGH CERTIFICATES, SERIES 2000-1
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PURSUANT TO THE PROSPECTUS DATED JUNE 13, 2000
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This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Atlas Air, Inc. (the "Company") made pursuant to the
prospectus, dated June 13, 2000 (the "Prospectus"), and the enclosed letter of
transmittal (the "Letter of Transmittal") if certificates for Old Certificates
are not immediately available or if the procedure for book-entry transfer cannot
be completed on a timely basis or time will not permit all required documents to
reach the Exchange Agent, as defined below, prior to 5:00 P.M., New York City
time, on the Expiration Date of the Exchange Offer. Such form may be delivered
or transmitted by facsimile transmission, mail or hand delivery to Wilmington
Trust Company (the "Exchange Agent") as set forth below. In addition, in order
to utilize the guaranteed delivery procedure to tender Old Certificates pursuant
to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or
facsimile thereof) must also be received by the Exchange Agent prior to 5:00
P.M., New York City time, on the Expiration Date. Capitalized terms not defined
herein are defined in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 17,
2000, UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE").
DELIVERY TO: WILMINGTON TRUST COMPANY, EXCHANGE AGENT
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By Mail, Overnight Delivery: By Hand:
Wilmington Trust Company Wilmington Trust Company
1100 North Market Street 1105 North Market Street
Wilmington, Delaware 19890-0001 1st Floor
Attention: Corporate Trust Wilmington, Delaware 19890
Operations -- Atlas Air-2000 Attention: Corporate Trust
EETC Exchange Offer Operations -- Atlas Air-2000
EETC Exchange Offer
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Facsimile Transmission:
(302) 651-1079
Confirm by Telephone:
(302) 651-8474
Corporate Trust Operations
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
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This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company upon the terms and
conditions set forth in the Prospectus and the related Letter of Transmittal,
receipt of which is hereby acknowledged, the aggregate principal amount of Old
Certificates set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus and the Letter of Transmittal.
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AGGREGATE PRINCIPAL AMOUNT OF
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE* OLD CERTIFICATES TENDERED
(PLEASE FILL IN, IF BLANK) NUMBER(S) (IF LESS THAN ALL)**
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TOTAL PRINCIPAL AMOUNT OF OLD CERTIFICATES TENDERED
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* Need not be completed by holders tendering Old Certificates by book-entry
transfer.
** Need not be completed by holders who wish to tender with respect to all Old
Certificates listed.
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If Old Certificates will be delivered by book-entry transfer to The
Depository Trust Company, provide account number. Account Number:
PLEASE SIGN HERE
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X Date:
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X Date:
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Signature(s) of Owner or Authorized Signatory
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This Notice of Guaranteed Delivery must be signed by the holder(s) of Old
Certificates exactly as the name(s) of the holder(s) appear(s) on the
certificate(s) for the Old Certificates or by any person(s) authorized to become
(a) holder(s) by endorsements and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, officer or other person
acting in a fiduciary or representative capacity, such person must provide the
following information.
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Name(s): Address:
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(Please Print) (Include Zip Code)
Capacity: Telephone Number:
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(Include Area Code)
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THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office correspondent in the United
States or any "eligible guarantor institution" within the meaning of Rule
17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby (a)
represents that each holder of Old Certificates on whose behalf this tender is
being made "own(s)" the Old Certificates covered hereby within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b) represents
that such tender of Old Certificates complies with Rule 14e-4, and (c)
guarantees to deliver to the Exchange Agent, at its address set forth above, the
Old Certificates described above, in proper form for transfer (or confirmation
of the book-entry transfer of such Old Certificates into the Exchange Agent's
account at The Depositary Trust Company, pursuant to the procedure for
book-entry transfer set forth in the Prospectus), together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, and any other documents required by the
Letter of Transmittal by 5:00 p.m., New York City time, within three New York
Stock Exchange trading days following the Expiration Date.
The undersigned acknowledges that it must deliver the Letter of Transmittal
and Old Certificates tendered hereby to the Exchange Agent within the time
period set forth above and that failure to do so could result in financial loss
to the undersigned.
Name of Firm:
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By:
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(Authorized Signature)
Name:
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Title:
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Address:
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Telephone Number:
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(Include Area Code)
Date:
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DO NOT SEND OLD CERTIFICATES WITH THIS FORM, ACTUAL SURRENDER OF OLD
CERTIFICATES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER
OF TRANSMITTAL.
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INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY.
A properly completed and duly executed copy of this Notice of Guaranteed
Delivery and any other documents required by this Notice of Guaranteed Delivery
must be received by the Exchange Agent at its address set forth herein prior to
the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and any other required documents to the Exchange Agent is at the
election and sole risk of the holder, and the delivery will be deemed made only
when actually received by the Exchange Agent. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. As an
alternative to delivery by mail, the holders may wish to consider using an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY.
If this Notice of Guaranteed Delivery is signed by the registered holder(s)
of the Certificates referred to herein, the signature must correspond with the
name(s) written on the face of the Certificates without alteration, enlargement,
or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a
participant of the Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of the Certificates, the signature must correspond
with the name shown on the security position listing as the owner of the
Certificates.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Certificates listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Certificates or signed as the name of the participant
shown on the Book-Entry Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions and requests for assistance and requests for additional copies of
the Prospectus may be directed to the Exchange Agent at the address specified in
the Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company, or other nominee for assistance concerning the Exchange Offer.
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