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 NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of September 29, 2017 1.125% Convertible Senior Notes due 2024Indenture • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York
INDENTURE, dated as of September 29, 2017, between Air Transport Services Group, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
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
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.
Air Transport Services Group, Inc.Purchase Agreement • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York
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 Goldman, Sachs & Co. LLC and SunTrust Robinson Humphrey, Inc. are acting as representatives (the “Representatives”) an aggregate of $225,000,000 principal amount of its 1.125% Convertible Senior Notes due 2024 (the “Firm Securities”), and, at the option of the Purchasers, up to an additional $33,750,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2024 (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, shares of common s
To: Air Transport Services Group, Inc. 145 Hunter Dr Wilmington, Ohio 45177Base Warrant Transaction • September 29th, 2017 • Air Transport Services Group, Inc. • Air courier services • New York
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 Telephone: 646 855-0711 Facsimile: 646 822-5618
