Item 1.01. Entry into a Material Definitive Agreement.

On February 13, 2007, Atlas Air Worldwide Holdings, Inc. (the “Company”) entered into a registration rights agreement (the “Agreement”) with HMC Atlas Air, L.L.C. (“HMC” or the “Principal Holder”) and Harbinger Capital Partners Special Situations Fund, L.P. (together with HMC, the “Initial Holders”) as contemplated by the Company’s Final Modified Second Amended Joint Plan of Reorganization. The Initial Holders are significant beneficial owners of the Company’s Common Stock. The Agreement covers all of the shares of the Company’s common stock owned by the Initial Holders as of the date of the Agreement.

Under the Agreement, the Company has agreed to use commercially reasonable efforts to file with the Securities and Exchange Commission (the “SEC”), on or before March 19, 2007, a shelf registration statement, registering the resale of shares of the Company’s common stock that are covered by the Agreement (the “Registrable Shares”) and naming the Initial Holders as the selling security holders. In addition, at any time after the Company becomes eligible to file a registration statement on Form S-3, the Principal Holder will have the right to request that the Company file with the SEC up to two registration statements, registering the resale of Registrable Shares by the Initial Holders, subject to certain limitations, including certain “black-out” rights. The Company also granted the Initial Holders piggyback registration rights with respect to registration statements filed by the Company for public offerings. The Initial Holders have agreed to enter into customary lock-up agreements that may be requested by an underwriter in connection with any offerings of common stock by the Company.

The Company has agreed to pay for certain registration expenses incurred in connection with any registration statement filed in accordance with the terms of the Agreement and to reimburse the Initial Holders for certain legal expenses. The Initial Holders may transfer their rights under the Agreement to certain persons that acquire at least 5% of the issued and outstanding common stock of the Company, provided that the Principal Holder will retain the right (i) to request that the Company file a registration statement with the SEC and (ii) to amend, terminate or waive any term set forth in the Agreement.