EX-10.1






AMENDMENT NO. 4

TO CREDIT AGREEMENT




     AMENDMENT NO. 4 dated as of March 3, 2009 (this “Amendment”) to CREDIT AGREEMENT,
dated as of April 5, 2007 (as amended, modified or otherwise supplemented from time to time, the
“Credit Agreement”), among GENESIS ACQUISITION LIMITED (the “Borrower”), GENESIS
LEASE LIMITED (the “Manager”), the LENDERS party thereto (the “Lenders”), CITIBANK,
N.A. (the “Administrative Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (the
“Security Trustee” and the “Account Bank”).



W I T N E S S E T H :




     WHEREAS, each of the Borrower, the Manager, the Lenders, the Administrative Agent, the
Security Trustee and the Account Bank are party to the Credit Agreement;



     WHEREAS, the Administrative Agent, the Majority Lenders, the Borrower, the Manager, and
certain other parties to the Credit Agreement have agreed to amend the Credit Agreement in certain
respects as provided herein;



     NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     Section 1. Definitions. Unless otherwise defined or provided herein, capitalized
terms used herein have the meanings attributed thereto in the Credit Agreement.



     Section 2. Amendments; Agreements; Etc.



     (a) Amendments



     (i) The definition of “Applicable Margin” set forth in Section 1.1 is hereby amended
by adding one hundred (100) basis points to each of the rates set forth in the chart contained
therein so that such chart reads as follows:



1









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	

Applicable Margin	 	 	

Portfolio Composition

 	 
	 	 
Total Outstanding 

Principal Amount

 

	 	 	 
< 60% Tier 1 

Aircraft

 
	 	 	 
3 60% Tier 1 

Aircraft

 
	 	 	 
3 75% Tier 1 

Aircraft

 
	 
	 	
Less than $600,000,000

	 	 	 	
2.75%

 	 	 	 	 	
2.75%

 	 	 	 	 	
2.75%

 	 	 
	 	

$600,000,000 or 

greater but less than

$850,000,000

 

	 	 	 	
2.75%

 	 	 	 	 	
2.65%

 	 	 	 	 	
2.65%

 	 	 
	 	
$850,000,000 or greater

 

	 	 	 	
2.75%

 	 	 	 	 	
2.65%

 	 	 	 	 	
2.50%

 	 	 
	 







     (ii) The
following new defined term is hereby inserted in Section 1.1 in the proper
alphabetical order:




     ““Aircraft Income Event Quarter” means each fiscal quarter in which
each of the following is true: (a) the average daily Outstanding Principal Amount
during such fiscal quarter was $200,000,000 or greater and (b) the Borrower is
unable to meet the interest coverage ratio test set forth in Section 9.37 for such
fiscal quarter solely from income generated by Aircraft financed under this
Agreement.”.



     (iii) The following clause (c) shall be added to the end of Section 3.4:



     “ (c) notwithstanding (a) and (b) of Section 3.4, effective from the date of this Amendment
through the remainder of the then applicable fee accrual period and each fee accrual period
thereafter, 0.50% per annum on the unused amount of the Commitment Amount as may be adjusted from
time to time pursuant to Section 2.1(d), payable in arrears on each third Payment Date after the
Closing Date and on the Conversion Date, in each case, including the first day but excluding the
last day of any such fee accrual period, and, solely to the extent that the Outstanding Principal
Amount is less than $200,000,000 on September 30, 2009, then effective from September 30, 2009
through the remainder of the then applicable fee accrual period and each fee accrual period
thereafter the Commitment Fee shall be increased from 0.50% per annum to 0.75% per annum on the
unused amount of the Commitment Amount as may be adjusted from time to time pursuant to Section
2.1(d), payable in arrears on each third Payment Date after the Closing Date and on the Conversion
Date, in each case, including the first day but excluding the last day of any such fee accrual
period.”.



     (iv) The following proviso shall be added to the end of Section 6.2(g)(ii): “ ; and
provided, further, that with respect to any fiscal quarter of the Borrower after
the ICR Date, cash contributed to the Borrower by way of capital contributions during such fiscal
quarter or within the 30-day period specified in Section 12.1(b) after the end of such fiscal
quarter (other than cash contributed specifically in connection with any aircraft acquisition)
shall be deemed to be consolidated net income and included in EBITDA for the applicable fiscal
quarter identified








2









 








by the Borrower in writing to the Administrative Agent for purposes of this Section
6.2(g)(ii); and provided, further, that, solely in the event that the average daily
Outstanding Principal Amount during the most recently completed fiscal quarter was $200,000,000 or
greater, the written consent of the Majority Lenders shall be required in order for the Borrower to
be able to satisfy the foregoing ratio of EBITDA to Interest Expense for such fiscal quarter by
including cash contributions to the Borrower in accordance with the second proviso to this Section
6.2(g)(ii)”.



     (v) Section 9.18(a)(xii) is hereby deleted in its entirety and replaced with the following:



          “(xii) within forty-five (45) days after the end of each fiscal quarter, a certificate of the
officer in charge of financial matters of the Genesis Group setting forth in reasonable detail the
calculations necessary to demonstrate the amount of EBITDA and Interest Expense as of the end of
such fiscal quarter;”.



     (vi) The “and” after Section 9.18(a)(xiii) is hereby deleted and the period at the end of
Section 9.18(a)(xiv) is hereby replaced with the following:



     “; and



     (xv) within ten (10) Business Days after the execution of a letter of intent related to an
Aircraft that is eligible to be financed under this Agreement, a summary of such letter of
intent.”.



     (vii) The following provisos shall be added to the end of Section 9.37: “ ; provided that
with respect to any fiscal quarter of the Borrower after the ICR Date, cash contributed to the
Borrower by way of capital contributions during such fiscal quarter or within the 30-day period
specified in Section 12.1(b) after the end of such fiscal quarter (other than cash contributed
specifically in connection with any aircraft acquisition) shall be deemed to be consolidated net
income and included in EBITDA for the applicable fiscal quarter identified by the Borrower in
writing to the Administrative Agent for purposes of this Section 9.37; and provided,
further, however, that solely for the purpose of calculating the interest coverage
ratio pursuant to this Section 9.37 for any Aircraft Income Event Quarter, cash contributed to the
Borrower in accordance with the first proviso to this Section 9.37 may be included in the
calculation of the interest coverage ratio pursuant to this Section 9.37 for such Aircraft Income
Event Quarter, but, unless otherwise consented to in writing by the Majority Lenders, cash
contributed to the Borrower in accordance with the first proviso to this Section 9.37 may not be
included in the calculation of the interest coverage ratio pursuant to this Section 9.37 with
respect to an immediately following Aircraft Income Event Quarter and each consecutive Aircraft
Income Event Quarter thereafter”.



     (b) Agreements



     (i) The parties hereto agree that the $2,000,000 contribution made by GLS on January 26 and
27, 2009 to the capital surplus maintained by the Borrower in accordance with the Bermuda Companies
Act 1981 and the Borrower’s allocation of such amount to the Collection Account shall be deemed
consolidated net income and such contribution shall have remedied its failure to observe the
interest coverage ratio tests contemplated by Section 9.37 and Section 6.2(g)(ii) for the fourth
quarter of 2008. Consequently, no Event of Default has occurred and no








3









 








default or Event of Default is continuing solely by reason of the determination of EBITDA for
purposes of Sections 9.37 and 6.2(g)(ii) prior to the effectiveness of this Amendment.



     (ii) The Borrower agrees that (A) the Borrower’s cash balance as at December 31, 2008, being
$2,236,720, (B) all cash contributed to the Borrower pursuant to the provisos to Sections 9.37 and
6.2(g)(ii), each as amended, and (C) the cash contribution referred to in Section 2(b)(i) of this
Amendment shall be maintained in the Collection Account and may not be removed or withdrawn from
the Collection Account except for the payment of amounts owing by the Borrower which are described
in any of Sections 7.1(e)(i)(A) through 7.1(e)(i)(F) or, if applicable, Sections 7.1(e)(ii)(A)
through 7.1(e)(ii)(F) until such time as the Borrower has complied with the interest coverage ratio
tests as contemplated by Section 9.37 (and, to the extent that any further Advances are
contemplated under the Credit Agreement, by Section 6.2(g)(ii)) without taking into account cash
contributed to the Borrower to the extent contemplated by the relevant provisos to Sections 9.37
and 6.2(g)(ii), each as amended. The Borrower hereby undertakes to use commercially reasonable
efforts to ensure that any cash contributions contemplated by the provisos to Sections 9.37 and
6.2(g)(ii), each as amended, are received within the first ten Business Days of any such fiscal
quarter (beginning with the second quarter of 2009), provided, however, that the parties
understand and agree that this is without prejudice to the Borrower’s ability to count cash
contributions received later during the fiscal quarter or within the 30-day period specified in
Section 12.1(b) thereafter as net consolidated income to the extent provided in Sections 9.37 and
6.2(g)(ii).



     Section 3. Representations and Warranties. Each of the Borrower and the Manager
represents and warrants that this Amendment has been duly and validly executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms, except as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally
and to general principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).



     Section 4. Condition To Effectiveness. The amendments shall become effective upon
the receipt by the Administrative Agent of this Amendment executed by the Borrower, the Manager,
the Majority Lenders, the Security Trustee and the Account Bank and the payment by the Borrower to
each Lender who executes and delivers to the Administrative Agent its signature page to this
Amendment not later than 5:00 p.m. (Eastern Standard Time) on February 27, 2009 (or such later time
as the Borrower may agree) of an amendment fee in the amount of ten (10) basis points on such
Lender’s Commitment Amount. By their signatures below, the Administrative Agent and the Majority
Lenders hereby consent to this Amendment and direct the Security Trustee and Account Bank to
execute this Amendment.



     Section 5. Miscellaneous. Except as otherwise specified in this Amendment, the
Credit Agreement shall remain in all respects unchanged and in full force and effect. This
Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
This Amendment may be executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall together constitute
but one and the same instrument.








4









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	GENESIS ACQUISITION LIMITED,

as Borrower





 	 
	 	By:  	/s/ John McMahon
 	 
	 	 	Name:  	John McMahon 	 
	 	 	Title:  	Director 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	GENESIS LEASE LIMITED,

as Manager

 	 
	 	By:  	/s/ John McMahon
 	 
	 	 	Name:  	John McMahon 	 
	 	 	Title:  	Director 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Tony Golden
 	 
	 	 	Name:  	Tony Golden 	 
	 	 	Title:  	Managing Director 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	CITIBANK, N.A.,

as Lender

 	 
	 	By:  	/s/ Munawar Z. Noorani
 	 
	 	 	Name:  	Munawar Z. Noorani 	 
	 	 	Title:  	Managing Director 	 
	 



Amendment No. 4 to Credit Agreement





 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Lender

 	 
	 	By:  	/s/ Eric C. Blau
 	 
	 	 	Name:  	Eric C. Blau 	 
	 	 	Title:  	Director 	 
	 



Amendment No. 4 to Credit Agreement






 









 








	 	 	 	 	 
	 	VARIABLE FUNDING CAPITAL COMPANY LLC,

as Lender







By: Wachovia Capital Markets, LLC

as attorney-in-fact

 	 
	 	By:  	/s/ Douglas R. Wilson, Sr.
 	 
	 	 	Name:  	Douglas R. Wilson, Sr. 	 
	 	 	Title:  	Director 	 
	 



Amendment No. 4 to Credit Agreement






 









 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Security Trustee and Account Bank







By: Deutsche Bank National Trust Company

 	 
	 	By:  	/s/ Susan Barstock
 	 
	 	 	Name:  	Susan Barstock 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Michelle H.Y. Voon
 	 
	 	 	Name:  	Michelle H.Y. Voon 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	ALLIED IRISH BANKS, P.L.C.,

as Lender

 	 
	 	By:  	/s/ Grace Gilligan
 	 
	 	 	Name:  	Grace Gilligan 	 
	 	 	Title:  	Senior Manager 	 
	 
	 	 	 
	 	By:  	                       /s/ Colin Madden
 	 
	 	 	Name:  	Colin Madden 	 
	 	 	Title:  	Senior Manager 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	ALLIANCE & LEICESTER COMMERCIAL FINANCE plc,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	/s/ Justin Patrick	 	 	/s/ Peter Walter
	 	 	 
	 

	 	Name:	Justin Patrick	 	 	Peter Walter
	 

	 	Title:	Senior Manager	 	 	Senior Manager






Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	BANK OF SCOTLAND PLC,

as Lender

 	 
	 	By:  	/s/ Claire Mesmain
 	 
	 	 	Name:  	Claire Mesmain 	 
	 	 	Title:  	Director 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH,

as Lender

 
	 	By:  	/s/ George Gierhart
 	 
	 	 	Name:  	George Gierhart 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                     /s/ Deborah Whiteford
 	 
	 	 	Name:  	Deborah Whiteford 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 4 to Credit Agreement





 









 








	 	 	 	 	 
	 	LANDESBANK BADEN-WÜRTTEMBERG,

as Lender

 	 
	 	By:  	/s/ Thomas Leidenberger
 	 
	 	 	Name:  	Thomas Leidenberger 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Patrick Wellnitz
 	 
	 	 	Name:  	Patrick Wellnitz 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 4 to Credit Agreement








 









 








	 	 	 	 	 
	 	WESTLB AG, LONDON BRANCH,

as Lender

 	 
	 	By:  	/s/ Gavin V. Doyle
 	 
	 	 	Name:  	Gavin V. Doyle 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Shyam Sankar
 	 
	 	 	Name:  	Shyam Sankar 	 
	 	 	Title:  	Associate Director 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	BAYERISCHE LANDESBANK,

as Lender

 	 
	 	By:  	/s/ Christian Saur
 	 
	 	 	Name:  	Christian Saur 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	                    /s/ Sabine Kruse
 	 
	 	 	Name:  	Sabine Kruse 	 
	 	 	Title:  	First Vice President 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH,

as Lender

 	 
	 	By:  	/s/ Yevgeniya Levitin
 	 
	 	 	Name:  	Yevgeniya Levitin 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                      /S/ Brian Bolotin
 	 
	 	 	Name:  	Brian Bolotin 	 
	 	 	Title:  	Managing Director 	 
	 



Amendment No. 4 to Credit Agreement







 









 








	 	 	 	 	 
	 	DEKABANK DEUTSCHE GIROZENTRALE,

as Lender

 	 
	 	By:  	/s/ Angelika Beyer
 	 
	 	 	Name:  	Angelika Beyer 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	                  /s/ Carsten Grote
 	 
	 	 	Name:  	Carsten Grote 	 
	 	 	Title:  	Assistant Vice President 	 
	 




Amendment No. 4 to Credit Agreement