SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 1st, 2019 • Air Transport Services Group, Inc. • Air courier services • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 9, 2018, among CARGO AIRCRAFT MANAGEMENT, INC., a Florida corporation (“Borrower”), AIR TRANSPORT SERVICES GROUP, INC., a Delaware corporation (“Holdings”), the lending and other financial institutions from time to time a party hereto (each a “Lender” and, collectively, the “Lenders”) and SUNTRUST BANK, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1 are used herein as so defined.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of December 20, 2018 by and between AIR TRANSPORT SERVICES GROUP, INC. and AMAZON.COM, INC.Stockholders Agreement • March 1st, 2019 • Air Transport Services Group, Inc. • Air courier services • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of December 20, 2018 (this “Agreement”), is by and between Air Transport Services Group, Inc., a Delaware corporation (the “Company”), and Amazon.com, Inc., a Delaware corporation (“Amazon”).
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by CARGO AIRCRAFT MANAGEMENT, INC. and certain of its Affiliates in favor of SUNTRUST BANK, as Administrative Agent Dated as of November 9, 2018Guarantee and Collateral Agreement • March 1st, 2019 • Air Transport Services Group, Inc. • Air courier services • New York
PURCHASE AND SALE AGREEMENT BY AND AMONG AIR TRANSPORT SERVICES GROUP, INC. AND THE SELLERS AND THE SELLERS’ REPRESENTATIVE NAMED HEREIN Dated as of October 1, 2018Purchase and Sale Agreement • March 1st, 2019 • Air Transport Services Group, Inc. • Air courier services • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2018, by and among the Persons listed on the Sellers’ Schedule attached hereto (the “Sellers’ Schedule”) (collectively referred to herein as “Sellers” and individually as a “Seller”), the Sellers’ Representative (as defined herein), solely in his capacity as the Sellers’ Representative, and Air Transport Services Group, Inc., a Delaware corporation (“Purchaser”).
Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.Investment Agreement • March 1st, 2019 • Air Transport Services Group, Inc. • Air courier services • Delaware
This INVESTMENT AGREEMENT, dated as of December 20, 2018 (this “Agreement”), is by and between Air Transport Services Group, Inc., a Delaware corporation (the “Company”), and Amazon.com, Inc., a Delaware corporation (“Amazon”).
WARRANT TO PURCHASE COMMON STOCKInvestment Agreement • March 1st, 2019 • Air Transport Services Group, Inc. • Air courier services • Delaware
THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF (1) AN INVESTMENT AGREEMENT, DATED AS OF DECEMBER 20, 2018, BY AND BETWEEN THE ISSUER OF THESE SECURITIES AND AMAZON.COM, INC., A DELAWARE CORPORATION, A COPY OF WHICH IS ON FILE WITH THE ISSUER AND (2) AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 20, 2018 (AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME), BY AND BETWEEN THE ISSUER OF THESE SECURITIES AND AMAZON.COM, INC. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID.
