Air Transport Services Group, Inc. (Form: 8-K, Received: 07/24/2012 09:05:31)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2012

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(Exact name of registrant as specified in its charter)

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DE	000-50368	26-1631624
(State or other jurisdiction of incorporation)	Commission File Number:	(IRS Employer Identification No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01.	Entry into a Material Definitive Agreement.

On July 20, 2012, Air Transport Services Group, Inc. (“ATSG”) entered into an amendment (the “Credit Amendment”) of its Credit Agreement (the “Senior Credit Agreement”), dated May 9, 2011, with SunTrust Bank, as Administrative Agent, Regions Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, Bank of America, N.A., as Documentation Agent, and the other lenders from time to time a party thereto. Prior to the Credit Amendment, the Senior Credit Agreement consisted of a secured revolving credit facility of $175 million (the “Revolver”) and a secured term loan of $150 million (the “Term Loan,” and together with the Revolver, the “Senior Loans”). Cargo Aircraft Management, Inc. (“CAM”) is the borrower on the Senior Loans and currently has an outstanding balance of $131.0 million under the Revolver . The Credit Amendment increases by $50 million, to $225 million, the amount available under the Revolver and also increases from May 2016 to July 2017 the maturity date for the Senior Loans. The increase in the Revolver was completed in accordance with the Senior Credit Agreement's accordion feature, which provides for an increase in the total aggregate amount of the Senior Loans by up to $50 million, subject to the satisfaction of certain conditions, including the approval of the lenders. A $50 million accordion feature continues to be available under the Senior Credit Agreement, allowing for a further increase in the total aggregate amount of the Senior Loans by up to $50 million, subject to the satisfaction of the same conditions.



Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 of this Form 8-K.



Item 7.01.	Regulation FD Disclosure.

See Item 1.01 of this Form 8-K. On July 24, 2012, ATSG issued a press release concerning the Credit Amendment, a copy of which is attached hereto as Exhibit 99.1.



Item 9.01.	Financial Statements and Exhibits.



Exhibit No.	Description
99.1	Press Release issued by Air Transport Services Group, Inc. on July 24, 2012.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



AIR TRANSPORT SERVICES GROUP, INC.

By:	/S/ W. JOSEPH PAYNE
	W. Joseph Payne
	Sr. Vice President
	Corporate General Counsel & Secretary

Date:	July 24, 2012

ATSG Extends, Expands Credit Facility

WILMINGTON, Ohio, July 24, 2012 - Air Transport Services Group, Inc. (NASDAQ: ATSG) announced today that it has obtained commitments for an expansion of the revolver portion of its secured credit facility with a consortium of banks led by SunTrust, and that it has extended the maturity of the entire facility by 14 months.

The changes increase by $50 million, to $225 million, the $175 million revolving credit portion of a $325 million credit facility that ATSG completed in May 2011 and was due to mature in May 2016. The facility also includes a $150 million term loan. Both the revolver and term loan portions of the credit agreement will now mature in July 2017.

The increase in the revolver was completed under the credit facility's accordion feature, which provided for a $50 million increase in the revolver subject to approval of the bank consortium. The accordion feature remains, allowing ATSG to pursue, if it chooses, a further increase in either its term or revolver credit commitments.

“We continue to finance the expansion of our attractive freighter aircraft fleet with a combination of our operating cash flow and borrowed funds,” said Quint Turner, chief financial officer of ATSG. “The expanded facility will maintain our flexibility to continue that growth if and when we can acquire and modify mid-sized aircraft under terms that allow us to achieve our return-on-capital targets. The lending institutions participating in our credit facility remain supportive of our strategy, resulting again in an oversubscription of offered commitments.”

The term loan will continue to amortize as provided under the credit agreement, adjusted for the new July 2017 maturity date. As of July 20, the outstanding balance on the revolver facility was $131.0 million, the vast majority of which was invested in the purchase of passenger aircraft and in the modification of those aircraft into freighter configuration.

The expansion of the revolver ceiling does not affect the variable interest rate on that portion of the agreement. It currently stands at the Eurodollar Rate plus 2.25 percentage points, based on the schedule in the credit facilities agreement. The credit facility is secured by certain designated aircraft.

Joint lead bank responsibilities in the bank consortium are shared by Regions and JPMorgan Chase. Documentation agent responsibilities are assumed by Bank of America.

ATSG is a leading provider of aircraft leasing and air cargo transportation and related services to domestic and foreign air carriers and other companies that outsource their air cargo lift requirements. ATSG, through its leasing and airline subsidiaries, is the world's largest owner and operator of converted Boeing 767 freighter aircraft. Through its principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG provides aircraft leasing, air cargo lift, aircraft maintenance services and airport ground services. ATSG's subsidiaries include ABX Air, Inc.; Airborne Global Solutions, Inc.; Air Transport International, LLC; Cargo Aircraft Management, Inc.; Capital Cargo International Airlines, Inc.; and Airborne Maintenance and Engineering Services, Inc. For more information, please see www.atsginc.com.

Quint Turner, ATSG Inc.

Chief Financial Officer