Overview

On May 4, 2016, our wholly owned subsidiary, Atlas Air, Inc. (“ Atlas Air ”), entered into an Air Transportation Services Agreement (the “ ATSA ”) with Amazon Fulfillment Services, Inc., a wholly owned subsidiary of Amazon (“ AFS ”), pursuant to which AFS has committed to:

• lease 20 B767-300 converted freighter aircraft from our wholly owned subsidiary, Titan Aviation Leasing Limited—Americas, Inc. (“ Titan ”); and

• procure CMI (crew, maintenance and insurance) services from Atlas Air (or its designated affiliate air carriers) for each of the 20 B767-300 aircraft leased by Titan to AFS.

The term of the dry leases for each of the 20 B767-300s is 10 years, and the term of the CMI services arrangement for each of the 20 B767-300 series freighter aircraft is seven years (with an option to extend by AFS for a total term of 10 years) . The first aircraft is scheduled to be placed into service in the third quarter of the fiscal year 2016, with the lease and operation of the remaining 19 committed B767-300s expected to scale up to full service by the end of the fiscal year 2018.

Amazon’s right to Terminate the ATSA
Amazon may terminate the ATSA under the following circumstances:
• If shareholder approval of the Restricted Share Issuance is not obtained at the Special Meeting, Amazon may terminate the ATSA within 90 days of
the Special Meeting or the latest postponement or adjournment thereof.
• If Amazon elects not to terminate the ATSA within 90 days following a failure to obtain shareholder approval at the Special Meeting, unless Amazon
terminates the Investment Agreement, the Company will be required to seek shareholder approval of the Restricted Share Issuance at up to two
subsequent shareholder meetings and Amazon will have equivalent termination rights with respect to each such shareholder meeting.
• Once shareholder approval for the Restricted Share Issuance has been obtained, Amazon may terminate the ATSA for convenience (with an effective
date of termination no earlier than January 1, 2018) by providing the Company with 180 days’ advance notice of termination. In such case, Amazon
will be required to pay the Company a termination fee if the ATSA is terminated prior to May 3, 2021. There will be no termination fee if the ATSA is
terminated from and after May 3, 2021.
• Amazon may terminate the ATSA upon the consummation of a Change of Control Transaction (or a similar transaction involving Atlas Air or any
other designated affiliate carriers of Atlas Air providing services to Amazon under the ATSA).
• Amazon may terminate the ATSA upon the occurrence of certain customary events of defaults involving the Company or certain of its affiliates.
If Amazon terminates the ATSA (i) as a result of the failure to obtain shareholder approval of the Restricted Share Issuance or (ii) for convenience, Amazon will
not be entitled to accelerated vesting of the Warrants upon the consummation of a Change of Control Transaction. In all other circumstances, Amazon will be
entitled to accelerated vesting of the Warrants upon the consummation of a Change of Control Transaction (in the case of Warrant-B, subject to the satisfaction of
the conditions described above under “Vesting of Warrant-B”).

4.
TERM AND TERMINATION
4.1 Term. The term of this Agreement will begin as of the Effective Date and, unless earlier terminated in accordance with this Section 4, will continue until March 31, 2021.
4.2 Amazon Termination for Convenience. AFS may terminate this Agreement for convenience at any time by providing Airborne Global with 180 days’ prior written notice, except that AFS may not provide notice of its intent to terminate this Agreement under this Section 4.2 during the first 180 days after the Effective Date, except as described in Section 4.5.
4.3 Amazon Termination Fee. In the event AFS terminates this Agreement for convenience in accordance with Section 4.2, AFS will pay to Airborne Global a termination fee

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Those portions of this Agreement marked with an[*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC.


(the “Amazon Termination Fee”). If AFS terminates this Agreement for convenience between the Effective Date and the end of the second Contract Year, the Amazon Termination Fee will be $[*]. If AFS terminates this Agreement for convenience after the second Contract Year, the Amazon Termination Fee will be $[*].
4.4 Payment of Amazon Termination Fee. In the event of an AFS termination for convenience, AFS will pay to Airborne Global the Amazon Termination Fee on or before the date of termination of this Agreement, in addition to any other amounts due under this Agreement to Airborne Global as of the date of termination (whether or not such amounts are yet invoiced or payable), and Amazon will have no further obligations or liabilities to Airborne Global under this Agreement following such termination. The Amazon Termination Fee will be deemed liquidated damages and not a penalty. For clarity, any amounts due under this Agreement to Amazon as of the date of termination (whether or not such amounts are yet invoiced or payable) will remain due. The Amazon Termination Fee applies only in the case of the termination of this Agreement, and not the termination of one or more Work Orders, however, in the event that Amazon terminates enough Work Orders for convenience such that there are less than[*] active Work Orders (for clarity, not including any fuel or ground handling Work Orders as described in Sections 2.7 and 2.8.1, respectively), Airborne Global may deem this an AFS termination for convenience by providing written notice to AFS at any time when there are less than[*] active Work Orders. If Airborne Global provides such notice, this Agreement will terminate on the[*] after AFS' receipt of such notice and AFS will pay the applicable Amazon Termination Fee on or before such termination date. The Agreement and any active Work Orders will continue to remain in effect for: (a)[*]; or (b) until the corresponding Work Order Expiration Date(s); whichever is earlier, and at AFS' sole option and upon its prior written request, AFS and Airborne Global will make all commercially reasonable efforts to enter into an interim crew, maintenance and insurance agreement in anticipation of the termination of this Agreement. For clarity, the reduction in the number of any Work Orders due to Force Majeure or the total or constructive total loss of an Aircraft as described in Section 2.15 will not trigger Airborne Global's right to deem such reduction an AFS termination for convenience under this Section 4.4.