EXHIBIT 4.5 Airborne, Inc. 5.75% Convertible Senior Notes due April 1, 2007 Registration Rights Agreement -----------------------------Registration Rights Agreement • May 13th, 2002 • Abx Air Inc • Air courier services • New York
ABX AIR, INC.Indenture • May 13th, 2002 • Abx Air Inc • Air courier services • New York
RECITALSSublease • May 9th, 2003 • Abx Air Inc • Air courier services • Ohio
BETWEEN AIRBORNE, INC. AND ABX AIR, INC.Tax Sharing Agreement • May 9th, 2003 • Abx Air Inc • Air courier services • New York
Exhibit 10.8 TRANSITION SERVICES AGREEMENT by and between Airborne, Inc., a Delaware corporationTransition Services Agreement • May 9th, 2003 • Abx Air Inc • Air courier services • New York
To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177 From: Bank of Montreal Re: Additional Warrant Transaction Date: September 26, 2017Warrant Agreement • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Air Transport Services Group, Inc. (“Company”) to Bank of Montreal (“Dealer”) as of the Trade Date specified below (the “Transaction”). Dealer is acting as principal in this Transaction and BMO Capital Markets Corp. (“BMOCMC”), its affiliate, is acting as agent for this Transaction solely in connection with Rule 15a-6 of the Securities Exchange Act of 1934, as amended. Dealer and Counterparty, each acknowledge and agree that (a) BMOCMC is acting solely in its capacity as agent, and not as principal with respect to this Transaction, (b) BMOCMC shall have no responsibility or personal liability, by way of guarantee, endorsement or otherwise, in respect of this Transaction (including arising from any failure by Dealer or Counterparty to pay or perform any obligation under this Transaction), and (c) the parties agree not to proceed against the BMOCMC to collect or rec
AIR TRANSPORT SERVICES GROUP, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 14, 2023 3.875% Convertible Senior Notes due 2029Indenture • August 15th, 2023 • Air Transport Services Group, Inc. • Air courier services • New York
INDENTURE, dated as of August 14, 2023, between Air Transport Services Group, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2017 • Air Transport Services Group, Inc. • Air courier services • New York
The undersigned, a stockholder, an officer and/or director of Air Transport Services Group, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and Red Mountain Partners, L.P. (the “Selling Shareholder”) providing for the public offering of shares of the Company’s common stock, par value $.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with Merrill Lynch that, during the period beginning on the date hereof and ending on the date that is [60]1 days from the date of the Underwriting Agreement (subject to extensions as discussed below) (the “Lock-Up
ABX HOLDINGS, INC. and NATIONAL CITY BANK, as Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of December 31, 2007Preferred Stock Rights Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • Delaware
This Preferred Stock Rights Agreement is dated as of December 31, 2007, between ABX Holdings, Inc., a Delaware corporation, and National City Bank.
PAYROLL SUPPORT PROGRAM AGREEMENTPayroll Support Program Agreement • August 7th, 2020 • Air Transport Services Group, Inc. • Air courier services • New York
The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security Act. The Signatory Entity named above, on behalf of itself and its Affiliates (as defined herein), agrees to comply with this Agreement and applicable Federal law as a condition of receiving Payroll Support. The Signatory Entity and its undersigned authorized representatives acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of a material fact) in connection with this Agreement may result in administrative remedies as well as civil and/or criminal penalties.
PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENTPayroll Support Program Extension Agreement • May 10th, 2021 • Air Transport Services Group, Inc. • Air courier services • New York
Recipient: Omni Air International, LLC3303 NORTH SHERIDAN ROAD, HANGAR 19TULSA, OK 74115 PSP Participant Number: PSAP-2101110288Employer Identification Number: 20-0605928DUNS Number: 174112102
Air Transport Services Group, Inc. Purchase AgreementPurchase Agreement • August 15th, 2023 • Air Transport Services Group, Inc. • Air courier services
Air Transport Services Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this purchase agreement (this “Agreement”), to issue and sell to the purchasers named in Schedule I hereto (the “Purchasers”), for which Truist Securities, Inc. and Oppenheimer & Co. Inc. are acting as representatives (the “Representatives”) an aggregate of $350,000,000 principal amount of its 3.875% Convertible Senior Notes due 2029 (the “Firm Securities”), and, at the option of the Purchasers, up to an additional $50,000,000 aggregate principal amount of its 3.875% Convertible Senior Notes due 2029 (the “Optional Securities”) if and to the extent that the Purchasers shall exercise the option to purchase such Optional Securities granted to the Purchasers in Section 2 hereof. The Firm Securities and the Optional Securities are herein referred to collectively as the “Securities.” The Securities will be convertible into cash, and, if applicable, shares of
RECITALSPerformance Guaranty • May 9th, 2003 • Abx Air Inc • Air courier services • New York
LOAN AND SECURITY AGREEMENT (aircraft) Loan Number: 1000131902Loan and Security Agreement • March 17th, 2008 • ABX Holdings, Inc. • Air courier services • New York
This Agreement is dated as of December 19, 2007 and is executed by and between CHASE EQUIPMENT LEASING INC. (“Lender”), with Lender’s principal office located at 1111 Polaris Parkway, Suite A3 (OH1-1085), Columbus, Ohio 43240 and the borrower identified below (“Borrower”):
JOINT FILING AGREEMENTJoint Filing Agreement • December 5th, 2008 • Air Transport Services Group, Inc. • Air courier services
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT THIS FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT (this "First Amendment") dated as of July 25, 2007 is between ABX Air, Inc., a Delaware corporation (the "Company"), and National City...Preferred Stock Rights Agreement • July 26th, 2007 • Abx Air Inc • Air courier services • Delaware
CREDIT AGREEMENT DATED AS OF MARCH 1, 2023 AMONG AIRBORNE GLOBAL LEASING LIMITED, AS THE BORROWER, CARGO AIRCRAFT MANAGEMENT, INC., AS A GUARANTOR, AND AIR TRANSPORT SERVICES GROUP, INC., AS HOLDINGS AND A GUARANTOR, THE LENDERS FROM TIME TO TIME...Credit Agreement • March 3rd, 2023 • Air Transport Services Group, Inc. • Air courier services • New York
THIS CREDIT AGREEMENT, dated as of March 1, 2023, among AIRBORNE GLOBAL LEASING LIMITED, an Irish private company limited by shares (the “Borrower”), CARGO AIRCRAFT MANAGEMENT, INC., a Florida corporation (“CAM”), 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 TRUIST 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.
GUARANTEE AND COLLATERAL AGREEMENT made by ABX HOLDINGS, INC. ABX AIR, INC., CHI ACQUISITION CORP. and their respective Subsidiaries in favor of SUNTRUST BANK, as Administrative Agent Dated as of December 31, 2007Guarantee and Collateral Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • New York
THIS GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of December 31, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of SUNTRUST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the lending and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ABX HOLDINGS, INC., a Delaware corporation (“Holdings”), ABX AIR, INC., a Delaware corporation (“ABX”) and CHI ACQUISITION CORP., a Florida corporation (“CHI”, together with ABX, the “Borrowers”), the Lenders and the Administrative Agent.
To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177 From: Bank of Montreal Re: Additional Convertible Bond Hedge Transaction Date: September 26, 2017Additional Convertible Bond Hedge Transaction • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated September 25, 2017 (the “Offering Memorandum”) relating to the 1.125% Convertible Senior Notes due 2024 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 225,000,000 (as increased by an aggregate principal amount of USD 33,750,000 pursuant to the exercise by the Initial Purchasers (as defined herein) of their option to purchase additional Convertible Notes pursuant to t
To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177 From: Bank of Montreal Re: Base Convertible Bond Hedge Transaction Date: September 25, 2017Base Convertible Bond Hedge Transaction • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated September 25, 2017 (the “Offering Memorandum”) relating to the 1.125% Convertible Senior Notes due 2024 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 225,000,000 (as increased by up to an aggregate principal amount of USD 33,750,000 if and to the extent that the Initial Purchasers (as defined herein) exercise their option to purchase additional Convertible Notes pur
To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177 From: Bank of Montreal Re: Base Warrant Transaction Date: September 25, 2017Warrant Transaction • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Air Transport Services Group, Inc. (“Company”) to Bank of Montreal (“Dealer”) as of the Trade Date specified below (the “Transaction”). Dealer is acting as principal in this Transaction and BMO Capital Markets Corp. (“BMOCMC”), its affiliate, is acting as agent for this Transaction solely in connection with Rule 15a-6 of the Securities Exchange Act of 1934, as amended. Dealer and Counterparty, each acknowledge and agree that (a) BMOCMC is acting solely in its capacity as agent, and not as principal with respect to this Transaction, (b) BMOCMC shall have no responsibility or personal liability, by way of guarantee, endorsement or otherwise, in respect of this Transaction (including arising from any failure by Dealer or Counterparty to pay or perform any obligation under this Transaction), and (c) the parties agree not to proceed against the BMOCMC to collect or rec
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 29th, 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”).
June 15, 2010 QANTAS AIRWAYS LIMITED CARGO AIRCRAFT MANAGEMENT, INC AIRCRAFT SALE AGREEMENT relating to one used Boeing 767-338ER aircraft Manufacturer’s Serial Number 24146 Registration Mark VH-OGA Qantas Airways Limited Legal Department APC Centre...Aircraft Sale Agreement • June 21st, 2010 • Air Transport Services Group, Inc. • Air courier services • New South Wales
FORM OF RETENTION BONUS AGREEMENT EXECUTED IN AUGUST 2003 WITH THE COMPANY’S CHIEF EXECUTIVE OFFICER AND THE NEXT FOUR MOST HIGHLY COMPENSATED EXECUTIVE OFFICERSRetention Bonus Agreement • November 14th, 2003 • Abx Air Inc • Air courier services • Ohio
This Retention Bonus Agreement (“Agreement”) is entered into as of August , 2003 by and between ABX Air, Inc., a Delaware corporation, (the “Company”) and (“Executive”).
GUARANTYGuaranty • April 7th, 2004 • Abx Air Inc • Air courier services • Ohio
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of March 31, 2004, by each of SOUND SUPPRESSION, INC., an Ohio corporation and AIRBORNE F T Z, INC. corporation (each an “Initial Guarantor”, and together with any additional Domestic Subsidiaries which become parties to this Guaranty by executing a Supplement hereto in the form attached hereto as Annex I, the “Guarantors”), in favor of BANK ONE, NA (Main Office Columbus), as Administrative Agent (the “Administrative Agent”) for the benefit of the Holders of Secured Obligations under the Credit Agreement described below. Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement described below.
ABX AIR, INC. TIME-BASED RESTRICTED STOCK UNITS INSTRUCTIONS FOR COMPLETING AWARD AGREEMENTTime-Based Restricted Stock Units Award Agreement • June 21st, 2005 • Abx Air Inc • Air courier services • Ohio
To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177 From: Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Robert Stewart rstewart4@bankofamerica.com...Warrant Transaction Confirmation • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Air Transport Services Group, Inc. (“Company”) to Bank of America, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 17th, 2008 • ABX Holdings, Inc. • Air courier services • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), dated as of December 31, 2007, is among ABX Air, Inc., a Delaware corporation (the “Company”), ABX Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Holdings”), and ABX Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”).
ABX AIR, INC. PERFORMANCE-BASED STOCK UNITS INSTRUCTIONS FOR COMPLETING AWARD AGREEMENTPerformance-Based Stock Units Award Agreement • June 21st, 2005 • Abx Air Inc • Air courier services • Ohio
• In the “Find what” box, type the code of the item to be replaced from the code sheet accompanying this form (using all capital letters or initial capital letters as indicated on the code sheet);
SEVERANCE AND RETENTION AGREEMENTSeverance and Retention Agreement • November 14th, 2008 • Air Transport Services Group, Inc. • Air courier services • New York
THIS SEVERANCE AND RETENTION AGREEMENT (this “Agreement”) is made effective as of August 15, 2008, by and between DPWN Holdings (USA), Inc., an Ohio corporation (“DPWN Holdings”), and ABX Air, Inc., a Delaware corporation (“ABX Air”).
between AIRBORNE INC. and ABX AIR, INC.Acmi Service Agreement • July 9th, 2003 • Abx Air Inc • Air courier services • New York
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • 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.
ABX AIR, INC. TIME-BASED RESTRICTED STOCK INSTRUCTIONS FOR COMPLETING AWARD AGREEMENTTime-Based Restricted Stock Award Agreement • June 21st, 2005 • Abx Air Inc • Air courier services • Ohio
• In the “Find what” box, type the code of the item to be replaced from the code sheet accompanying this form (using all capital letters or initial capital letters as indicated on the code sheet);
AMENDED AND RESTATED LEASE AGREEMENT (Wilmington Air Park)Lease Agreement • March 4th, 2013 • Air Transport Services Group, Inc. • Air courier services • Ohio
THIS AMENDED AND RESTATED LEASE AGREEMENT (this “Lease Agreement”) is made and entered into this 27th day of December, 2012 (the “Execution Date”), to be effective as of June 2, 2010 (the “Effective Date”), by and between CLINTON COUNTY PORT AUTHORITY, a body corporate and politic and a port authority duly organized and validly existing under the laws of the State of Ohio with an address of 1113 Airport Road, Wilmington, OH 45177 (“Landlord”), and AIR TRANSPORT SERVICES GROUP, INC., a Delaware corporation with an address of 145 Hunter Drive, Wilmington, OH 45177 (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2016 • Air Transport Services Group, Inc. • Air courier services • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 21, 2016, is entered into by and between Air Transport Services Group, Inc., a Delaware corporation (the “Company”), and Red Mountain Partners, L.P., a Delaware limited partnership (“Seller”). In consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
