0000894081-12-000039 Sample Contracts

SECOND AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT
Preferred Stock Rights Agreement • June 18th, 2012 • Air Transport Services Group, Inc. • Air courier services • Delaware

This SECOND AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT (this "Amendment") is entered into as of June 11, 2012, by and between Air Transport Services Group, Inc., a Delaware corporation (formerly known as ABX Holdings, Inc.) (the "Company"), and Computershare Trust Company, N.A., as successor Rights Agent (the "Rights Agent").

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THE PREFERRED STOCK RIGHTS AGREEMENT
Preferred Stock Rights Agreement • June 18th, 2012 • Air Transport Services Group, Inc. • Air courier services • Delaware

THIS FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT (this “Amendment”) dated as of October 30, 2009 is between Air Transport Services Group, Inc., a Delaware corporation formerly known as ABX Holdings, Inc. (the “Company”), and National City Bank, a national banking association (the “Rights Agent”).

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