exv10w24






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




Page 1/6









 







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 1, Rond-Point Maurice Bellonte,
31700 Blagnac, France (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 20th, 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 Pratt 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



Page 2/6









 






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 Royce Trent 772B engines, or

two Pratt & Whitney PW4170 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



Page 3/6


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 : PRATT AND WHITNEY PRICE 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


Page 4/6




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/ Michael Platt	 	By: 	 	/s/ Christophe Mourey
	 

	 	 

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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