0000894081-12-000040 Sample Contracts

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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AIR TRANSPORT SERVICES GROUP, INC. LETTERHEAD]
Confidentiality and Standstill Agreement • June 18th, 2012 • Air Transport Services Group, Inc. • Air courier services

As you know, that certain letter agreement by and between Red Mountain Capital Partners LLC, a Delaware limited liability company (“Red Mountain”) and Air Transport Services Group, Inc., a Delaware corporation (formerly ABX Holdings, Inc., “ATSG”), dated February 6, 2008, terminated automatically pursuant to its terms on December 31, 2008. In response to Red Mountain's renewed request, ATSG has agreed to and expects to deliver to Red Mountain, following the execution and delivery of this letter agreement by Red Mountain, certain information about its properties, employees, finances, businesses and operations (including monthly financial information and all information and materials provided or made available to the full board of directors of ATSG (the “Board of Directors”) or otherwise to a majority of the members of the Board of Directors) that is currently available or becomes available during the duration of this letter agreement; provided, however, that nothing in this letter agree

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