Further to the Lease Assumption and Option Agreement, ABX entered into an Early Termination and Membership Interest Purchase Agreement, dated July 8, 2009, with Mitsui & Co., Ltd. ("Mitsui"), Tomair, LLC ("Tomair"), Wells Fargo Bank Northwest, N.A. ("Wells Fargo"), DHL Express (USA), Inc. (as successor to Airborne, Inc. and Airborne Express, Inc.), Wilmington Air Park, LLC ("WAP"), Deutsche Post AG and Miyabi Aircraft Leasing, Inc., an affiliate of Mitsui ("Miyabi"), pursuant to which: (i) WAP, which held a 75% membership interest in Tomair, acquired Miyabi's 25% membership interest in Tomair, (ii) Miyabi resigned as manager of Tomair, and (iii) WAP satisfied the financing obligations for three Boeing 767 aircraft (the "Aircraft") between Mitsui, as lessor, and Wells Fargo, as lessee and owner trustee on behalf of Tomair, that ABX was leasing from Wells Fargo on a capitalized basis and operating on behalf of DHL under the ACMI Agreement.

Thereafter, ABX and Wells Fargo entered into an Agreement for Aircraft Lease Early Termination and Replacement Lease, dated July 9, 2009, pursuant to which the parties terminated the lease for the Aircraft, dated August 21, 2001, and agreed to enter into a new operating lease for the Aircraft.   On that same date, Wells Fargo and ABX also entered into the new operating lease, pursuant to which ABX will continue to operate the Aircraft for DHL under the ACMI Agreement. The term of the new operating lease expires on August 15, 2010, although DHL may terminate the lease of one or more of the Aircraft at any time upon thirty days notice. The costs incurred under the new operating lease are to be reimbursed by DHL under the terms of the ACMI Agreement.

The early termination of the capital lease and cancellation of the financing obligations associated with the Aircraft reduces ATSG's debt and net aircraft values. As of March 31, 2009, ATSG's balance sheet reflected $29.0 million of debt and $12.9 million of net carrying value related to the capital leases for the Aircraft.