8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2008

AIR TRANSPORT SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

DE	0-50368	26-1631624
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (937) 382-5591

ABX Holdings, Inc.

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

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 (see General Instruction A.2. below):

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

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

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

¨ 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 August 11, 2008, ABX Material Services, Inc., an indirect wholly owned subsidiary of Air Transport Services Group, Inc., entered into respective Assignment Agreements with SunTrust Bank and Regions Bank pursuant to which it irrevocably purchased and assumed a $47.5 million participation in the Credit Agreement among ABX Air, Inc., a wholly owned subsidiary of Air Transport Services Group, Inc., and Cargo Holdings International, Inc. (as successor by merger to CHI Acquisition Corp.), as Borrowers, Air Transport Services Group, Inc. (formerly known as “ABX Holdings, Inc.”), the lenders from time to time party thereto (collectively the “Lenders”), SunTrust Bank, as Administrative Agent for the Lenders, and Fifth Third Bank and Merrill Lynch Commercial Finance Corp. as Co-Documentation Agents (the “Credit Agreement”).

The Assignment Agreements with SunTrust Bank and Regions Bank are for the principal amounts of $29.85 million and $17.65 million; respectively. ABX Material Services, Inc. has the same rights and obligations as other lenders under the Credit Agreement, except for certain restrictions arising from its affiliation with the borrowers. The fees paid by ABX Material Services, Inc. for its participation in the Credit Agreement were based on a premium of 3.1579% of the principal amount purchased, which amounts to $1.5 million.

The foregoing description of the Assignment Agreements does not purport to be complete and is qualified in its entirety by reference to the Assignment Agreements, which are attached as Exhibits 99.1 and 99.2 to this Form 8-K.

Item 2.02    Results of Operations and Financial Condition.

On August 11, 2008, Air Transport Services Group, Inc. issued a press release relating to its results for the quarter ended June 30, 2008. A copy of the press release is furnished herewith as Exhibit 99.3.

Item 9.01    Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Assignment Agreement between SunTrust Bank and ABX Material Services, Inc., dated August 11, 2008
99.2	Assignment Agreement between Regions Bank and ABX Material Services, Inc., dated August 11, 2008
99.3	Press release issued by Air Transport Services Group, Inc., on August 11, 2008.

SIGNATURES

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: August 13, 2008

EX-99.1

Exhibit 99.1

ASSIGNMENT AGREEMENT

This Assignment Agreement dated as of the Effective Date set forth below and is entered into by and between SunTrust Bank (the “Assignor”) and ABX Material Services, Inc. (the “Assignee”). Capitalized terms used but not defined herein shall have the meaning given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interests”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

1.	Assignor:	SunTrust Bank
2.	Assignee:	ABX Material Services, Inc.
3.	Borrowers:	ABX Air, Inc. and CHI Acquisition Corp.
4.	Administrative Agent:	SunTrust Bank, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	Credit Agreement, dated as of December 31, 2007 (as amended, supplemented or otherwise modified from time to time) among the Borrowers, ABX Holdings, Inc., a Delaware corporation, the several Lenders from time to time party thereto and SunTrust Bank, as Administrative Agent for the Lenders.

6. Assigned Interest:

Facility Assigned (“Revolving Commitment”; the “Term Loan”)	Aggregate Amount of Commitment/ Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage Assigned of                 Commitment/Loans1
Term Loan	$        270,000,000.00	$        29,850,000.00	11.055555556	%

Effective Date: Monday, August 11, 2008

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

In the event that the Assignee is a Borrower or an Affiliate of a Borrower (collectively, a “Borrower Entity”), and for so long as any such Borrower Entity shall be a Lender under the Credit Agreement, such Borrower Entity agrees, for the benefit of the Administrative Agent and the other Lenders and in its capacity as a Lender under the Credit Agreement, that: (a) such Borrower Entity shall not be entitled to receive any additional amounts pursuant to Section 2.10(a), (b) or (c) of the Credit Agreement as compensation for increased costs or reductions in amounts receivable under the Credit Agreement; (b) such Borrower Entity shall not be entitled to receive compensation for any losses, expenses or liabilities pursuant to Section 2.11 of the Credit Agreement; (c) such Borrower Entity shall not be entitled to indemnification pursuant to Section 2.11(iv) of the Credit Agreement; (d) such Borrower Entity shall not be entitled to effect any set off rights under or pursuant to Section 12.2 of the Credit Agreement; and (e) for purposes of any proposed amendment, consent, waiver or other modification under the Credit Agreement, or any other vote, request, demand, authorization or direction under the Credit Agreement, such Borrower Entity shall be deemed at all times to be a Defaulting Lender.

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¹ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SUNTRUST BANK, as Assignor
By:	/s/ Nicholas Luzecky
	Name:	Nicholas Luzecky
	Title:	Vice President
ABX MATERIAL SERVICES, INC., as Assignee
By:	/s/ Quint Turner
	Name:	Quint Turner
	Title:

Consented to:
ABX AIR, INC.
By:	/s/ Quint Turner
	Name:	Quint Turner
	Title:

CARGO HOLDINGS INTERNATIONAL, INC.
By:	/s/ George A. Golder
	Name:	George A. Golder
	Title:	Corporate Secretary

Consented to and Accepted:
SUNTRUST BANK,   as Administrative Agent
By:	/s/ Douglas Weltz
	Name:	Douglas Weltz
	Title:	Vice President
SUNTRUST BANK,   as a Letter of Credit Issuer
By:	N/A
	Name:
	Title:

ANNEX I TO THE ASSIGNMENT AGREEMENT:

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Documents, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit Agreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to the Credit Agreement thereof, as applicable and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Non-U.S. Lender, attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees, and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

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EX-99.2

Exhibit 99.2

ASSIGNMENT AGREEMENT

This Assignment Agreement dated as of the Effective Date set forth below and is entered into by and between Regions Bank (the “Assignor”) and ABX Material Services, Inc. (the “Assignee”). Capitalized terms used but not defined herein shall have the meaning given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interests”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

1.	Assignor:	Regions Bank
2.	Assignee:	ABX Material Services, Inc.
3.	Borrowers:	ABX Air, Inc. and CHI Acquisition Corp.
4.	Administrative Agent:	SunTrust Bank, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	Credit Agreement, dated as of December 31, 2007 (as amended, supplemented or otherwise modified from time to time) among the Borrowers, ABX Holdings, Inc., a Delaware corporation, the several Lenders from time to time party thereto and SunTrust Bank, as Administrative Agent for the Lenders.

6. Assigned Interest:

Facility Assigned (“Revolving Commitment”; the “Term Loan”)	Aggregate Amount of Commitment/ Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage Assigned of                 Commitment/Loans1
Term Loan	$        270,000,000.00	$        17,650,000.00	6.537037037	%

Effective Date: Monday, August 11, 2008

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

In the event that the Assignee is a Borrower or an Affiliate of a Borrower (collectively, a “Borrower Entity”), and for so long as any such Borrower Entity shall be a Lender under the Credit Agreement, such Borrower Entity agrees, for the benefit of the Administrative Agent and the other Lenders and in its capacity as a Lender under the Credit Agreement, that: (a) such Borrower Entity shall not be entitled to receive any additional amounts pursuant to Section 2.10(a), (b) or (c) of the Credit Agreement as compensation for increased costs or reductions in amounts receivable under the Credit Agreement; (b) such Borrower Entity shall not be entitled to receive compensation for any losses, expenses or liabilities pursuant to Section 2.11 of the Credit Agreement; (c) such Borrower Entity shall not be entitled to indemnification pursuant to Section 2.11(iv) of the Credit Agreement; (d) such Borrower Entity shall not be entitled to effect any set off rights under or pursuant to Section 12.2 of the Credit Agreement; and (e) for purposes of any proposed amendment, consent, waiver or other modification under the Credit Agreement, or any other vote, request, demand, authorization or direction under the Credit Agreement, such Borrower Entity shall be deemed at all times to be a Defaulting Lender.

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¹ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

REGIONS BANK, as Assignor
By:	/s/ Adrienne Drummond
	Name:	Adrienne Drummond
	Title:	VP
ABX MATERIAL SERVICES, INC., as Assignee
By:	/s/ Quint Turner
	Name:	Quint Turner
	Title:

Consented to:
ABX AIR, INC.
By:	/s/ Quint Turner
	Name:	Quint Turner
	Title:

CARGO HOLDINGS INTERNATIONAL, INC.
By:	/s/ George A. Golder
	Name:	George A. Golder
	Title:	Corporate Secretary

Consented to and Accepted:
SUNTRUST BANK,   as Administrative Agent
By:	/s/ Douglas Weltz
	Name:	Douglas Weltz
	Title:	Vice President
SUNTRUST BANK,   as a Letter of Credit Issuer
By:	N/A
	Name:
	Title:

ANNEX I TO THE ASSIGNMENT AGREEMENT:

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Documents, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit Agreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to the Credit Agreement thereof, as applicable and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Non-U.S. Lender, attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees, and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

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EX-99.3

Exhibit 99.3

ATSG Reports Second Quarter Results

WILMINGTON, Ohio, August 11, 2008 — Air Transport Services Group, Inc. (NASDAQ:ATSG), a diversified family of air cargo businesses, today reported a 40 percent increase in second quarter revenues, and a loss for the quarter, principally due to certain unreimbursed overhead expenses as a result of the recent arbitration ruling.

ATSG’s revenues were $394.9 million for the second quarter of 2008, compared with $281.3 million in the second quarter of 2007, an increase of $113.6 million. Revenues from the businesses of Cargo Holdings International Inc. (CHI), which were acquired at the end of 2007, were the principal source of second quarter revenue growth. They contributed $89 million, or 78 percent of that growth, compared with $75.4 million, or 80 percent of the year-over-year increase in ATSG’s first-quarter revenues.

ABX Air’s revenues from its commercial agreements with DHL increased 8 percent, including revenues from fuel and other costs reimbursed without markup. Second-quarter DHL revenues from expenses subject to markup decreased 11 percent, as ABX Air operated fewer aircraft and managed fewer facilities for DHL than a year ago.

ATSG operated at slightly below breakeven for the quarter, with a net loss of $526,000, or $0.01 per common share, for the quarter ended June 30, 2008. That compares with net income of $4.5 million, or $0.08 per share, for the second quarter of 2007. The loss stemmed in part from the effect of an otherwise favorable arbitration ruling in July, which held that ABX Air was not entitled to reimbursement from DHL for $2.5 million in non-recurring expenses related to Board review a year ago of an indication of interest from ASTAR Air Cargo Holdings, LLC, and that general overhead expenses previously reimbursed in full by DHL became subject to allocation effective January 1, 2008.

Joe Hete, President and CEO of ATSG, said, “Our second-quarter revenue growth is a direct benefit of our strategy to diversify into higher-margin air-cargo and related services, leveraging our cash flow. Our loss for the quarter was disappointing, but a significant portion of that loss can be attributed to non-recurring costs arising from the ruling in our arbitration case with DHL. The ruling upheld our position on the principal issues concerning whether ABX was required to allocate a portion of its overhead expenses beginning in the second quarter of 2007, and whether the costs associated with maintaining its public company status are reimbursable, but was adverse in other respects. Also, despite DHL’s decision to restructure its U.S. operations by seeking to replace ABX Air with United Parcel Service as its principal airlift provider, we are pressing ahead with plans to redeploy our most valuable aircraft with a goal to generate substantially more growth, at better margins.”

As previously reported, arbitrators ruled that ABX Air’s general overhead expense, excluding certain corporate costs, should be reimbursed in full with mark-up by DHL through the end of 2007 per the commercial agreements, but reimbursed only in part based on a negotiated allocation formula starting in 2008.

Accordingly, results for the second quarter included $2.5 million in non-recurring corporate expense incurred for evaluation in 2007 of the ASTAR indication of interest, and $1.6 million in recurring allocated general overhead expenses for the first half of 2008. In addition, DHL is now disputing its obligation to reimburse ABX Air for $2.2 million in legal expenses arising from the arbitration. While ATSG management believes these expenses are reimbursable under the ACMI and Hub Services agreements, it has chosen to forego recognizing them in revenues pending the resolution of this matter.

ATSG Second Quarter 2008 Results Page 2

EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) increased 38 percent to $31.0 million in the second quarter, compared with $22.4 million in the year-earlier period (see Reconciliation of EBITDA to GAAP Net Earnings at the end of this release). EBITDA is a non-GAAP measure of financial performance that management believes better reflects the cash-generating performance of asset-intensive, financially leveraged businesses such as ATSG.

Net earnings for the second quarter of each year included deferred (non-cash) income tax expense. ATSG expects to record deferred income tax expense in 2008 at approximately 41 percent of pre-tax earnings.

For the first six months of 2008, revenues increased 36 percent to $776.9 million, and net income decreased 63 percent to $3.3 million, or $0.05 per share, compared with the first half of 2007. Revenues from ABX Air’s commercial agreements with DHL increased 6 percent for the first half of 2008, but were down 10 percent excluding revenues primarily from reimbursed fuel expenses. Each of ATSG’s operating segments was profitable in the first half of 2008.

DHL Segment

ABX Air’s commercial agreements with DHL consist of an Aircraft, Crew, Maintenance and Insurance (ACMI) Agreement and a Hub Services Agreement. Under each agreement, ABX Air earns a base mark-up of 1.75 percent on eligible costs and can earn incremental mark-ups for meeting certain quarterly cost-related goals as well as other annual cost-related and service goals. Any earnings from attainment of annual cost-related and service-related goals are recognized in the fourth quarter.

ABX Air’s pre-tax earnings from its two commercial agreements with DHL decreased 68 percent to $1.1 million from $3.4 million during the second quarter of 2007. Base markup revenues were 10 percent lower, as DHL removed seven ABX Air aircraft from service since the second quarter of 2007 and assumed management of two regional hubs and a logistics center. Incremental mark-up revenues were $684,000, up 40 percent from the second quarter of 2007, driven by continued solid performance against cost-related goals in ACMI operations.

Non-DHL Segments and Other Activities

All of ATSG’s businesses not included in the DHL segment recorded year-over-year second-quarter revenue growth and were profitable as a whole.

“I expect continued improvement in these businesses as the year unfolds,” Hete said, “as we fulfill commitments to both dry lease customers and ACMI customers eager to deploy our Boeing 757 and 767 aircraft. Our ACMI and CAM businesses allow us to offer greater service flexibility for our customers and diversify into higher margin businesses, while protecting us from the effects of volatile fuel prices. These businesses, as well as our maintenance and postal operations represent the future of ATSG, and we are focusing more of our attention on finding new ways to help them achieve profitable growth.”

ACMI Services Segment

The ACMI Services segment includes results of ACMI and air charter services, including ABX Air services provided outside its principal commercial agreements with DHL. Revenues for that segment increased to $106.7 million in the second quarter, including reimbursable expenses (principally fuel costs) of $38.6 million, compared with $14.2 million for the second quarter the prior year.

ATSG Second Quarter 2008 Results Page 3

The ACMI segment reported a pre-tax loss of $773,000, down from a pre-tax profit of $2.2 million in the second quarter of 2007. Principal factors include startup costs of $1.1 million, excluding inter-company lease charges of $1.4 million from CAM, for the certification and deployment of Boeing 767 and 757 aircraft into the fleets of Air Transport International LLC (ATI) and Capital Cargo International Airlines, Inc. (CCIA), along with higher aircraft maintenance expenses, certain unreimbursed fuel expenses to position ATI aircraft for their military business, and higher crew costs.

CAM Segment

Second-quarter results from Cargo Aircraft Management Inc. (CAM), ATSG’s aircraft leasing segment, included revenues of $11.6 million, and segment earnings of $4.8 million during the second quarter. CAM recently began serving outside customers with the delivery of the first of two Boeing 767s to CargoJet. However, during the second quarter all of its revenues were derived from leasing aircraft to airline subsidiaries of the Company, and therefore eliminated in consolidated results. Earnings, however, reflect the margin between fair-market lease rates charged to its affiliated airline companies and aircraft carrying costs, including an allocation of interest expense based on prevailing rates and the value of its aircraft assets.

Other Business Activities

Other Activities revenues increased 14 percent to $9.4 million in the second quarter of 2008 compared to $8.3 million in the second quarter of 2007, driven by growth in aircraft maintenance services and parts sales. In 2008, margins in these businesses were affected by higher non-reimbursed corporate expenses, including expenses related to the CHI acquisition, partly offset by improved margins from sorting-center management for the U.S. Postal Service.

Selected Items

DHL Restructuring Plan

On May 28, DHL announced a plan to restructure its U.S. operations in an effort to improve its financial performance. Principal features of the plan include further reductions this year in the number of ABX Air aircraft performing services for DHL, and DHL’s intention to replace ABX Air with United Parcel Service (UPS) as its principal provider of airlift and sorting services in the United States.

In June, DHL formally notified ABX Air of the release during the second half of 2008 of 23 of ABX Air’s 55 DC-9 aircraft serving DHL, with the remainder to be removed from service by the end of the second quarter of 2009. The ACMI agreement between ABX Air and DHL includes a put provision that gives ABX Air the option to retain or to sell back to DHL those aircraft removed from the DHL network during the term, at the lower of book or fair market value. ABX Air presently expects to sell nearly all of its DC-9 aircraft to DHL as they are removed from DHL service. All 55 of the DC-9 aircraft in DHL service during the second quarter have a current net book value of approximately $19 million. The net book value of the 23 DC-9 aircraft that DHL intends to remove during 2008 is approximately $6.6 million. On July 18, 2008, ABX notified DHL that it had elected to sell 22 of the 23 DC-9 aircraft in accordance with its contractual put right for a total of $5.8 million. On August 1, 2008, DHL notified ABX of its acceptance of this sale.

ATSG currently estimates that the removal of 23 DC-9s from DHL service, starting in the third quarter, will reduce ABX’s annualized cash flows and revenues from reimbursed depreciation expense by approximately $3.0 million.

ATSG Second Quarter 2008 Results Page 4

Conference Call

ATSG will host a conference call to review its financial results for the second quarter of 2008 on August 13, 2008, at 4:00 PM Eastern Time. On the day of the conference call, participants should dial 888-713-4217 and international participants should dial 617-213-4869 ten minutes before the scheduled start of the call and ask for conference pass code 64792691. The call will also be webcast live (listen-only mode) via either www.atsginc.com or www.earnings.com for individual investors and www.streetevents.com for institutional investors. A replay of the conference call will be available beginning two hours after the conclusion of the call. It will be available by phone through Tuesday, August 19, 2008, at 888-286-8010 (for international callers 617-801-6888); use pass code 44962196. The webcast replay will remain available via www.atsginc.com or www.earnings.com for 30 days.

About ATSG

ATSG is a leading provider of air cargo transportation and related services to domestic and foreign air carriers and other companies that outsource their air cargo lift requirements. Through five principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG also provides aircraft leasing, aircraft maintenance services, airport ground services, fuel management, specialized transportation management, and air charter brokerage services. ATSG’s subsidiaries include ABX Air, Inc., Air Transport International, LLC, Capital Cargo International Airlines, Inc., Cargo Aircraft Management, Inc., and LGSTX Services, Inc. For more information, please see www.atsginc.com.

Contact:

Air Transport Services Group, Inc.

Quint Turner, 937-382-5591

Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. Air Transport Services Group, Inc.’s actual results may differ materially from the results discussed in the forward-looking statements. There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, further reductions in the scope of services ABX Air performs under its ACMI and Hub Services agreements with DHL, the consummation of an agreement between DHL and UPS that results in ABX Air’s loss of all or substantially all of the services it currently provides to DHL, the extent to which DHL reimburses ABX Air for termination costs arising from the termination of services under the ACMI and Hub Services agreements with DHL, the negotiation of new terms under the ACMI and Hub Services agreements with respect to the allocation of overhead expenses, ATSG’s success in identifying new customers to replace revenues from services terminated by DHL, the continuing availability of sufficient sources of liquidity and other factors that are contained from time to time in Air Transport Services Group’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should carefully review this release and should not place undue reliance on the Company’s forward-looking statements. These forward-looking statements were based on information, plans and estimates as of the date of this release. Air Transport Services Group undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

ATSG Second Quarter 2008 Results Page 5

AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except share data)

	Three Months Ended June 30						Six Months Ended June 30
	2008			2007			2008			2007
REVENUES	$	394,860		$	281,297		$	776,916		$	569,359
OPERATING EXPENSES
Salaries, wages and benefits		149,011			151,114			307,768			309,039
Fuel		151,280			61,398			271,172			120,351
Maintenance, materials and repairs		27,964			22,673			54,108			45,545
Depreciation and amortization		22,928			12,837			44,170			24,780
Landing and ramp		7,534			4,377			21,571			14,178
Rent		3,430			2,195			6,876			4,713
Purchased line-haul and yard management		1,360			1,546			2,807			3,217
Other operating expenses		23,302			15,640			44,813			29,232
		386,809			271,780			753,285			551,055
INTEREST EXPENSE		(8,697	)		(3,403	)		(19,072	)		(6,566	)
INTEREST INCOME		517			1,191			1,519			2,449
INCOME (LOSS) BEFORE INCOME TAXES		(129	)		7,305			6,078			14,187
INCOME TAXES		(397	)		(2,760	)		(2,817	)		(5,375	)
NET EARNINGS (LOSS)	$	(526	)	$	4,545		$	3,261		$	8,812
EARNINGS (LOSS) PER SHARE
Basic	$	(0.01	)	$	0.08		$	0.05		$	0.15
Diluted	$	(0.01	)	$	0.08		$	0.05		$	0.15
WEIGHTED AVERAGE SHARES
Basic		62,460			58,282			62,438			58,282
Diluted		62,460			58,635			62,667			58,612

ATSG Second Quarter 2008 Results Page 6

AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	June 30, 2008			December 31, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	82,670		$	59,271
Marketable securities available-for-sale		1,247			49,636
Accounts receivable, net of allowance of $363 and $363 in 2008 and 2007		37,328			55,339
Inventory		17,082			14,701
Prepaid supplies and other		14,687			19,621
Deferred income taxes		18,311			19,262
Aircraft and engines held for sale		3,755			1,896
TOTAL CURRENT ASSETS		175,080			219,726
Property and equipment, net		692,233			690,813
Other assets		40,011			26,280
Deferred income taxes		11,400			15,794
Intangibles		30,382			31,700
Goodwill		175,363			178,654
TOTAL ASSETS	$	1,124,469		$	1,162,967
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	59,187		$	76,425
Salaries, wages and benefits		59,240			64,560
Accrued expenses		12,309			11,266
Current portion of long-term obligations		37,235			22,815
Unearned revenue		29,697			21,046
TOTAL CURRENT LIABILITIES		197,668			196,112
Long-term obligations		515,899			567,987
Post-retirement liabilities		194,700			186,338
Other liabilities		6,760			12,527
STOCKHOLDERS’ EQUITY:
Preferred stock, 20,000,000 shares authorized, including 75,000 Series A Junior Participating Preferred Stock		—			—
Common stock, par value $0.01 per share; 75,000,000 shares authorized; 63,227,084 and 62,650,278 shares issued and outstanding in 2008 and 2007, respectively		632			626
Additional paid-in capital		459,287			458,091
Accumulated deficit		(186,283	)		(189,544	)
Accumulated other comprehensive loss		(64,194	)		(69,170	)
TOTAL STOCKHOLDERS’ EQUITY		209,442			200,003
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,124,469		$	1,162,967

ATSG Second Quarter 2008 Results Page 7

AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES

PRE-TAX EARNINGS SUMMARY

(In thousands)

	Three Months Ended June 30					Six Months Ended June 30
	2008			2007		2008			2007
Revenues:
DHL
ACMI
Base mark-up	$	104,920		$	109,800	$	211,674		$	225,887
Incremental mark-up		684			489		1,377			1,137
Total ACMI		105,604			110,289		213,051			227,024
Hub Services
Base mark-up		63,890			77,428		135,644			158,694
Incremental mark-up		—			—		150			—
Total Hub Services		63,890			77,428		135,794			158,694
Other Reimbursable		113,046			71,163		214,512			146,115
Reimbursement reserve		(2,205	)		—		(2,205	)		—
Total DHL		280,335			258,880		561,152			531,833
ACMI Services
Charter and ACMI		68,142			14,162		131,257			21,207
Other Reimbursable		38,569			—		68,747			—
Total ACMI Services		106,711			14,162		200,004			21,207
CAM		11,621			—		21,713			—
Other Activities		9,404			8,255		17,953			16,319
Total Revenues		408,071			281,297		800,822			569,359
Eliminate internal revenue		(13,211	)		—		(23,906	)		—
Customer Revenues	$	394,860		$	281,297	$	776,916		$	569,359
Pre-tax Earnings (Loss):
DHL
ACMI	$	864		$	2,156	$	3,395		$	4,592
Hub Services		221			1,250		1,651			2,628
Other Reimbursable		—			—		—			—
Total DHL		1,085			3,406		5,046			7,220
ACMI Services		(773	)		2,215		316			3,205
CAM, inclusive of interest expense		4,847			—		9,166			—
Other Activities and non-reimbursed overhead		(2,452	)		1,112		(2,022	)		2,224
Net non-remibursed interest income (expense)		(2,836	)		572		(6,428	)		1,538
Total Pre-tax Earnings (Loss)	$	(129	)	$	7,305	$	6,078		$	14,187

Note: Prior to 2008, all ABX Air overhead expenses were reimbursed by DHL. Beginning in 2008, a portion of overhead expenses are reflected in Other Activities above and not reimbursed by DHL. The provisions of the commercial agreements with DHL did not require an allocation of overhead until such time as ABX derived more than 10 percent of its total revenue from ABX’s non-DHL business activities.

ATSG Second Quarter 2008 Results Page 8

AIR TRANSPORT SERVICES GROUP, INC. AND SUBSIDIARIES

NON-GAAP RECONCILIATION

Net Earnings to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
GAAP NET EARNINGS (LOSS)	$	(526	)	$	4,545		$	3,261		$	8,812
Income Tax Expense		397			2,760			2,817			5,375
Interest Income		(517	)		(1,191	)		(1,519	)		(2,449	)
Interest Expense		8,697			3,403			19,072			6,566
Depreciation and Amortization		22,928			12,837			44,170			24,780
EARNINGS BEFORE INTEREST, TAXES DEPRECIATION AND AMORTIZATION	$	30,979		$	22,354		$	67,801		$	43,084

EBITDA is a non-GAAP financial measure and should not be considered an alternative to net income (loss) or any other performance measure derived in accordance with GAAP. EBITDA is defined as income (loss) from operations plus net interest expense, provision for income taxes, depreciation and amortization. The Company’s management uses this adjusted financial measure in conjunction with GAAP financial measures to monitor and evaluate the performance of the Company, including as a measure of liquidity. EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, or as an alternative measure of liquidity.