AMENDMENT No. 1 TO THE A330-200 FREIGHTER PURCHASE AGREEMENT Dated as of June 20, 2007 between Airbus S.A.S., Seller and AYR FREIGHTER LLC Buyer

Exhibit 10.24

AMENDMENT No. 1

TO THE A330-200 FREIGHTER PURCHASE AGREEMENT

Dated as of June 20, 2007

between

Airbus S.A.S.,
Seller

and

AYR FREIGHTER LLC
Buyer

AYR Freighter LLC — A330 — 200F
Amendment No. 1

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This Amendment No. 1 (hereinafter referred to as the “Amendment”) is entered into as of November 6, 2007, between Airbus S.A.S. a Société par Actions Simplifée organized and existing under the laws of the Republic of France, having its registered office located at 0, Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx, Xxxxxx (hereinafter referred to as the “Seller”), and AYR FREIGHTER LLC a limited liability company organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Buyer”).

WHEREAS, the Buyer and the Seller have entered into a Purchase Agreement (“the Agreement”) dated as of June 20^th, 2007 which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A330-200F Aircraft as described in the Agreement.

WHEREAS, the Buyer now wishes, in light of the availability of the new Xxxxx and Whitney 4170 Propulsion systems (the “PW4170 Propulsion Systems”) for the A330-200 Freighter model aircraft, to select the PW4170 Propulsion Systems and make the appropriate changes to the Agreement to reflect the terms and conditions applicable to the PW4170 Propulsion Systems.

Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Amendment, upon execution thereof, shall constitute an integral, nonseverable part of the Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Amendment.

AYR Freighter LLC — A330 — 200F
Amendment No. 1

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NOW THEREFORE IT IS AGREED AS FOLLOWS:

As a result of the Buyer’s wish to substitute the PW4168A type Propulsion Systems as set forth in the Agreement for the PW4170 Propulsion Systems, the following clauses of the Agreement will be modified:

1.		Clause 2 — Specification
		Para 2.2.1 is deleted in its entirety and replaced by the following:
		QUOTE

2.2.1 Available Propulsion Systems

     Each of the Aircraft shall be equipped with any of the set of

two Rolls Xxxxx Xxxxx 772B engines, or
two Xxxxx & Xxxxxxx XX0000 engines.

     (in each case the “Propulsion Systems”), as shall be selected by the Buyer pursuant to sub-Clause 2.2.2 below. Each Propulsion Systems shall include nacelles, thrust reversers and associated standard equipment, installed on such Aircraft on Delivery.

		UNQUOTE
2.		Clause 3 — PRICE
		Paragraph 3.1.3 (i) of Clause 1 of Schedule 1 to Purchase Agreement stating the Base Price of the Propulsion Systems is cancelled in its entirety and replaced by the following:
		QUOTE

[***]

UNQUOTE

AYR Freighter LLC — A330-200F
Amendment No. 1

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Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

3.		Exhibit H — Part 2 : XXXXX AND XXXXXXX XXXXX REVISION FORMULA
		Paragraph 1 of Part 2 of the Exhibit H is hereby deleted and replaced by the following paragraph:
		QUOTE

[***]

		UNQUOTE
4.		Clause 4 — PRICE REVISION
		Paragraph 4.2.2 of the Agreement is deleted in its entirety and no further force and effect.
5.		Letter Agreement No. 4 — Other Matters
		Paragraph 5.1 of Letter Agreement No. 4 of the Agreement is now deleted in its entirety and of no further force or effect.
6.		Letter Agreement No. 8 — Performance Guarantees
		Letter Agreement No. 8 of the Agreement is deleted in its entirety and replaced with a restated Letter Agreement No. 8 (the “Restated Letter Agreement No. 8”) to the Agreement attached hereto.

AYR Freighter LLC — A330-200F
Amendment No. 1

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Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

7.		Confidentiality
		This Amendment (and its existence) shall be treated by both parties as confidential and shall not be released (or revealed) in whole or in part to any third party without the prior consent of the other party except in accordance with Clause 22.9 of the Agreement. In particular, each party agrees not to make any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto without the prior consent of the other party.

AYR Freighter LLC — A300-200F

Amendment No. 1

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If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Amendment to the Seller.

Agreed and Accepted				Agreed and Accepted
For and on behalf of				For and on behalf of
AYR FREIGHTER LLC				AIRBUS S.A.S.
By:		/s/ Xxxxxxx Xxxxx		By:		/s/ Xxxxxxxxxx Xxxxxx
		Its: Managing Director				Its: Senior Vice President Contracts
		Date: 7 November 2007				Date: 6 November 2007

AYR Freighter LLC — A300-200F

Amendment No. 1

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