Exhibit 10.1
 AMENDMENT N° 9
 TO THE
 AIRCRAFT PURCHASE AGREEMENT
 Dated as of June 20, 2007
 BETWEEN
 AIRBUS S. A. S.  as Seller
 AND
 AYR FREIGHTER LLC  as Buyer
 Reference: CT0901150
AYR Freighter LLC  Amendment No. 9
    
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AMENDMENT N° 9 TO THE
 AIRCRAFT PURCHASE AGREEMENT
 Amendment N ° 9
 AIRBUS S.A.S. société par actions simplifiée, Registre du Commerce Seller
  AYR FREIGHTER LLC, Buyer
 WHEREAS
 A)
    
    the Buyer and the Seller have entered into a purchase agreement dated June 20th, 2007 which
covers the manufacture and the sale by the Seller and the purchase by the Buyer of fifteen
(15) A330-200 Freighter aircraft (the Freighter Aircraft) (the Purchase Agreement),
 B)
    
    the parties amended the Purchase Agreement to incorporate the new Pratt and Whitney 4170
Propulsion Systems as set out in the amendment to the Purchase Agreement dated as of November
6th 2007 (Amendment No 1).
 C)
    
    the parties amended the Purchase Agreement to (i) convert five (5) Freighter Aircraft into
A330-200 Airbus aircraft type (the A330-200 Aircraft), (ii) to modify certain Scheduled
Delivery Months of the Freighter Aircraft, and (iii) to cancel three (3) Freighter Aircraft
as set as set out in the amendment to the Purchase Agreement dated July 31st 2008 (Amendment
No 2).
 D)
    
    the parties amended the Purchase Agreement to modify the Scheduled Delivery Month for certain
Aircraft as set out in amendment to the Purchase Agreement dated September 30th 2008
(Amendment No 3).
 E)
    
    the parties amended the Purchase Agreement to, amongst other things, modify the Scheduled
Delivery Month for certain Aircraft, as set out in the amendment to the Purchase Agreement
dated February 24th 2009 (Amendment No 4).
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F)
    
    the parties amended the Purchase Agreement to provide for the terms under which the Buyer
engaged in a purchase and lease back transaction, as set out in the amendment to the
Purchase Agreement dated April 17th 2009 (Amendment No5).
 G)
    
    the parties amended the Purchase Agreement to modify the Scheduled Delivery Month for
Aircraft with rank 4 and to modify the Conversion Notice deadline for certain Aircraft, as set
out in the amendment to the Purchase Agreement dated July 28th 2009 (Amendment
No6).
 H)
    
    the parties amended the Purchase Agreement to provide for the terms under with the Buyer
shall engage in a purchase and lease back transaction involving an aircraft which is the
subject of a purchase agreement between the Seller and another customer, as set out in the
amendment to the Purchase Agreement dated October 2, 2009 ( Amendment No7).
 I)
    
    the Buyer exercised its right under the Agreement to convert the A330-200 Freighter Aircraft
with ranks 9, 10, 11 and 12 to A330-200 Aircraft by written notice received by the Seller on
October 27, 2009.
 J)
    
    the parties amended the Purchase Agreement to modify the Scheduled Delivery Month
for certain Aircraft and provide for the terms and conditions to support the Buyer in the
placement of certain Aircraft, as set out in the amendment to the Purchase Agreement dated
December 26th, 2009 (Amendment No 8).
 K)
    
    the parties have agreed to modify the Scheduled Delivery Month for certain Aircraft under
the terms and conditions set forth hereunder.
   THEREFORE, IT IS AGREED:
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1. Schedule 1 to the Agreement Delivery Schedule
 1.1
    
    At request of the Buyer  ́s lessee, the parties hereby agree that the Aircraft with rank 5 (CAC
ID 264222) scheduled for Delivery in April 2011 is hereby rescheduled for Delivery in March
2011.
 1.2
    
    The parties agree that, in order to reflect the amendments described in Clause 1.1 herein,
Clause 3 of Schedule 1 of the Agreement shall be deleted in its entirety and replaced by the
following:
 QUOTE
 Clause 3. Delivery Schedule
 Aircraft
    
    
    
    
    
    
    
    Scheduled DeliveryCAC ID
    
    Rank
    
    Aircraft type
    
    Month264217
    
    
    1
    
    
    A330-200 Freighter Aircraft
    
    August 2010264219
    
    
    3
    
    
    A330-200 Freighter Aircraft
    
    October 2010264218
    
    
    2
    
    
    A330-200 Aircraft
    
    February 2011264220
    
    
    4
    
    
    A330-200 Freighter Aircraft
    
    July 2011264222
    
    
    5
    
    
    A330-200 Aircraft
    
    March 2011264223
    
    
    6
    
    
    A330-200 Aircraft
    
    May 2011264224
    
    
    7
    
    
    A330-200 Aircraft
    
    July 2011264227
    
    
    9
    
    
    A330-200 Aircraft
    
    September 2011264228
    
    
    10
    
    
    A330-200 Aircraft
    
    December 2011264230
    
    
    11
    
    
    A330-200 Aircraft
    
    April 2012
 UNQUOTE
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2. Predelivery Payments
 2.1
    
    The Buyer will make Predelivery Payments with respect to each Aircraft the Delivery of which
is rescheduled pursuant to Clause 1.1 hereof (each, a Rescheduled Aircraft) pursuant to
Clause 5 of the Agreement based on the revised Scheduled Delivery Months of such Rescheduled
Aircraft, except as provided for in Paragraph 2.2 below.
 2.2
    
    Any Predelivery Payments with respect to each Aircraft falling due prior to the date hereof
by virtue of the rescheduling contemplated herein, but not paid by the Buyer prior to the date
hereof, shall be paid within 5 Business Days after signature hereof.
 3. SCN List for the SAA Aircraft
 3.1
    
    The SAA Aircraft, as defined in Amendment No 8 to the Agreement, will be delivered with SCN
list in Appendix 1 to this Amd. With respect to the SAA Aircraft, such Appendix 1 shall
delete and supersede any previous SCN list agreed by the Parties.
 3.2
    
    With respect to the SAA Aircraft only, Clause 3.1.3 as set out in Schedule 1 to the Agreement
and as amended by Amendment No 2 to the Agreement , is hereby deleted and replaced with the
following:
 QUOTE
 3.1.3
    
    Base Price of the Airframe for the SAA Aircraft:The Base Price of the SAA Aircraft Airframe is the sum of the Base Prices set forth
below in (i) and (ii):
 (i)
    
    the Base Price of the Airframe of the SAA Aircraft, as defined in the
Standard Specification (excluding Buyer Furnished Equipment, Propulsion Systems and
SCNs), at delivery conditions prevailing in January 2006,US$ [***]
(US dollars  [***])(ii)
    
    the Base Prices of all SCNs at delivery conditions prevailing in January 2006,US $[***]
(US dollars  [***])
 UNQUOTE
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4. Miscellaneous
 4.1
    
    This Amendment N°9, contains the entire agreement between the parties in relation to the
subject matter hereof and supersedes any previous understandings, commitments and/or
representations whatsoever oral or written to the extent it relates to the subject matter
hereof.
 4.2
    
    In the event of any inconsistencies between the terms of the Agreement, including its
Exhibits and Letter Agreements and this Amendment N°9, this Amendment N°9 shall prevail to the
extent of such inconsistency.
 4.3
    
    The Agreement including its Exhibits and Letter Agreements shall be deemed amended and
supplemented to the extent herein provided and as so amended and supplemented shall remain in
full force and effect.
 4.4
    
    This Amendment N° 9 shall not be modified or varied except by an instrument in writing
executed by both parties or by their duly authorised representatives.
 4.5
    
    Clauses 22.2 (Notices), 22.3 (Waiver), 22.6 (Interpretation and Law) 22.4 (International
Supply Contract), 22.13 (Language), 22.15 (Counterparts) and 22.9 (Confidentiality) of the
Agreement shall apply to this Amendment N°9 mutatis mutandis as if set out in full herein.
 4.6
    
    The parties hereby agree that this Amendment N°9 shall enter into full force and effect from
the date mentioned here above.
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Agreed and Accepted
    
    Agreed and AcceptedFor and on behalf of
    
    For and on behalf ofAYR FREIGHTER LLC
    
    AIRBUS S.A.S.BY:
    
    Ron Wainshal
    
    BY:
    
    Christophe MoureyITS:
    
    Manager
    
    ITS:
    
    Senior Vice President ContractsDATE:
    
    May 31, 2010
    
    DATE:
    
    May 31, 2010
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APPENDIX 1
 A330-200 AIRCRAFT  SPECIFICATION CHANGE NOTICES
   Reference: CT0901150
AYR Freighter LLC  Amendment No. 9
    
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