Exhibit 4.24.3
 
 AMENDMENT NO. 3 Amendment CREDIT AGREEMENT Credit Agreement Borrower Manager Lenders Administrative Agent Security Trustee Account Bank
 W I T N E S S E T H
    Definitions
 Amendments
  Aircraft Limitation Event




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Eligible Aircraft
   Lessee Limitation Event
  Physical Inspection Report
 Physical Inspection Report
 2




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Portfolio Acquisition
 Portfolio Acquisition
 Portfolio Acquisition Notice
 Portfolio Acquisition Notice
 Portfolio Acquisition Period
 Portfolio Acquisition Period
 Substitute Aircraft
 Substitute Aircraft
 Widebody Aircraft
 (ii)
    
    Section 2.1(c) is hereby amended by replacing the words: at
least 30 days prior written notice with the words at least ten (10) Business
Days prior written notice.(iii)
    
    Section 6.2(c)(iv) is hereby amended and restated in its
entirety to read as follows:Aircraft Acquisition Documents. (A) Copies of the relevant Aircraft
Acquisition Documents in respect of the Financed Aircraft to be acquired
 3




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with the proceeds of such Advance, which shall have been delivered in final,
if available, or in draft form to the Administrative Agent and to the
Administrative Agents counsel at least ten (10) Business Days prior to the
applicable Release Date, except that delivery of a related Lessee insurance
certificate shall be governed by Section 9.34 hereof, and (B) in the
case of a Portfolio Acquisition, the Portfolio Acquisition Notice which shall
have been delivered in final form to the Administrative Agent and to the
Administrative Agents counsel at least ten (10) Business Days prior to the
Release Date for the first Aircraft to be acquired in such Portfolio
Acquisition; provided that, in connection with any Substitute
Aircraft, an amended Portfolio Acquisition Notice shall have been delivered
in final form to the Administrative Agent and to the Administrative Agents
counsel at least ten (10) Business Days prior to the Release Date for such
Substitute Aircraft;
 (iv)
    
    Section 6.2(c)(xiv) is hereby amended and restated in its
entirety to read as follows:Appraisals. In respect of each Financed Aircraft to be acquired
with the proceeds of such Advance, the Administrative Agent shall have
received, no later than ten (10) days prior to the related Release Date, (A)
the Appraisals from each of the Initial Appraisers, (B) a Physical Inspection
Report for any Aircraft that is either: (1) a used Tier III Aircraft, as
set forth in Table 1 to Appendix I hereto, (2) a Tier II Aircraft, as set
forth in Table 1 to Appendix I hereto, that has an Aircraft Age of more than
five (5) years, or (3) a Tier I Aircraft, as set forth on Table 1 to
Appendix I hereto, that has an Aircraft Age of more than five (5) years, and
the Lessee of which is organized under the laws of or domiciled in a country
that is not listed under the heading Developed Markets as set forth on
Table 2 to Appendix I hereto, and (C), in the case of any Aircraft that does
not require a Physical Inspection Report, all technical report summaries
(including all maintenance reports) that the Borrower has received with
respect to the condition of the Aircraft.Each Physical Inspection Report, if any, shall be acceptable to the Majority
Lenders each of whom is deemed to have accepted the Physical Inspection
Report unless the Majority Lenders advise the Administrative Agent and
(through the Administrative Agent) the Borrower on or prior to the Advance
Date that such Physical Inspection Report is not acceptable and specify the
reasons therefor. Notwithstanding clause (B) above, in the case of a
Portfolio Acquisition in which two or more aircraft listed in a single
Portfolio Acquisition Notice, or amended Portfolio Acquisition Notice, as
applicable, (X) are the same Aircraft Type, (Y) the date of manufacture of
each such aircraft occurred in the same calendar year, and (Z) are operated
by the same Lessee, a Physical Inspection Report will only be required for
one of such aircraft;(v)
    
    The following new Section 9.38 shall be added to read as
follows:
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Portfolio Acquisitions. The Borrower shall have acquired all or
less than all of the aircraft listed in the Portfolio Acquisition Notice or
in the amended Portfolio Acquisition Notice, as applicable, by the end of the
applicable Portfolio Acquisition Period. At the end of such Portfolio
Acquisition Period, none of the following shall have occurred and be
continuing:
       (vi)
    
    The following new subsection (i) shall be added at the end of
Section 13.5 to read as follows:(i) Where a sum is paid to the Administrative Agent under this Agreement for
another Person, the Administrative Agent is not obliged to pay that sum to
that Person until it has established that it has actually received it.
However, the Administrative Agent may assume that the sum has been paid to
it, and, in reliance on that assumption, make available to that Person a
corresponding amount. If it transpires that the sum has not been received by
the Administrative Agent, that Person must immediately on demand by the
Administrative Agent refund any corresponding amount made available to it
together with interest on that amount from the date of payment to the date of
receipt by the Administrative Agent at a rate calculated by the
Administrative Agent to reflect its cost of funds.(vii)
    
    Table 1 to Appendix I of the Credit Agreement is hereby
replaced with Annex I to this Amendment.
 Representations and Warranties Article VIII Section 4.02
 5




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Condition To Effectiveness
 Miscellaneous
 6




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GENESIS ACQUISITION LIMITED,
as BorrowerBy:
Name:
    
    /s/ John McMahon

John McMahonTitle:
    
    Director
 Amendment No. 3 to Credit Agreement




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ROSS LEASING LIMITED,
as Borrower SubsidiaryBy:
Name:
    
    /s/ John McMahon

John McMahonTitle:
    
    Director
 Amendment No. 3 to Credit Agreement




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LARE LEASING LIMITED,as Borrower SubsidiaryBy:
Name:
    
    /s/ John McMahon

John McMahonTitle:
    
    Director
 Amendment No. 3 to Credit Agreement




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ROSELAWN LEASING LIMITED,as Borrower SubsidiaryBy:
Name:
    
    /s/ John McMahon

John McMahonTitle:
    
    Director
 Amendment No. 3 to Credit Agreement




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WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,not in its individual capacity but solely as Owner
Trustee under that certain Amended & Restated Trust
Agreement (2002 A320 D) dated September 27, 2007,
as Borrower SubsidiaryBy:
Name:
    
    /s/ Scott Rosevear

Scott RosevearTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,not in its individual capacity but solely as Owner
Trustee under that certain Trust Agreement (Aircraft
MSN 1965) dated September 26, 2007, as Borrower SubsidiaryBy:
Name:
    
    /s/ Scott Rosevear

Scott RosevearTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,not in its individual capacity but solely as Owner
Trustee under that certain Trust Agreement (Aircraft
MSN 30050) dated November 19, 2007, as Borrower SubsidiaryBy:
Name:
    
    /s/ Scott Rosevear

Scott RosevearTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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AIRCRAFT MSN 32582 STATUTORY TRUST,by Wells Fargo Bank Northwest, National Association,
not in its individual capacity but solely as Trustee,
as Borrower SubsidiaryBy:
Name:
    
    /s/ Scott Rosevear

Scott RosevearTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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AIRCRAFT MSN 28654 STATUTORY TRUST,by Wells Fargo Bank Northwest, National Association,
not in its individual capacity but solely as Trustee,
as Borrower SubsidiaryBy:
Name:
    
    /s/ Scott Rosevear

Scott RosevearTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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AIRCRAFT MSN 1155 STATUTORY TRUST,by Wells Fargo Bank Northwest, National Association,
not in its individual capacity but solely as Trustee,
as Borrower SubsidiaryBy:
Name:
    
    /s/ Scott Rosevear

Scott RosevearTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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AIRCRAFT MSN 1136 STATUTORY TRUST,by Wells Fargo Bank Northwest, National Association,
not in its individual capacity but solely as Trustee,
as Borrower SubsidiaryBy:
Name:
    
    /s/ Scott Rosevear

Scott RosevearTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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AIRCRAFT MSN 1493 STATUTORY TRUST,by Wells Fargo Bank Northwest, National Association,
not in its individual capacity but solely as Trustee,
as Borrower SubsidiaryBy:
Name:
    
    /s/ Scott Rosevear

Scott RosevearTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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GENESIS LEASE LIMITED,
as ManagerBy:
Name:
    
    /s/ John McMahon

John McMahonTitle:
    
    Director
 Amendment No. 3 to Credit Agreement




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CITIBANK, N.A.,
as Administrative AgentBy:
Name:
    
    /s/ Louise OMara

Louise OMaraTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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CITIBANK, N.A.,
as LenderBy:
Name:
    
    /s/ Louise OMara

Louise OMaraTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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WACHOVIA BANK, NATIONAL ASSOCIATION,
as LenderBy:
Name:
    
    /s/ Eric C. Blau

Eric C. BlauTitle:
    
    Director
 Amendment No. 3 to Credit Agreement




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VARIABLE FUNDING CAPITAL COMPANY LLC,
as LenderBy: Wachovia Capital Markets, LLC
as attorney-in-factBy:
Name:
    
    /s/ Douglas R. Wilson, Sr.

Douglas R. Wilson, Sr.Title:
    
    Director
 Amendment No. 3 to Credit Agreement




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DEUTSCHE BANK TRUST COMPANY AMERICAS,as Security Trustee and Account BankBy:
    
    /s/ Louis Bodi
    
    /s/ Sue KimName:
    
    Louis Bodi
    
    Sue KimTitle:
    
    Vice President
    
    Associate
 Amendment No. 3 to Credit Agreement




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ALLIED IRISH BANKS, P.L.C.,
as LenderBy:
Name:
    
    /s/ Michael Doyle

Michael DoyleTitle:
    
    Senior Vice PresidentBy:
Name:
    
    /s/ Davis Kearns

Davis KearnsTitle:
    
    Relationship Manager
 Amendment No. 3 to Credit Agreement




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ALLIANCE & LEICESTER COMMERCIAL FINANCE plc,
as LenderBy:
Name:
    
    /s/ Martin Webb

Martin WebbTitle:
    
    Head of Aviation
 Amendment No. 3 to Credit Agreement




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BAYERISCHE HYPO-UND VEREINSBANK AG, LONDON
BRANCH, as LenderBy:
Name:
    
    /s/ Lutz Pfeilsticker

Lutz PfeilstickerTitle:
    
    Vice PresidentBy:
Name:
    
    /s/ Ludwig C. Hammermayer

Ludwig C. HammermayerTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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LANDESBANK BADEN WÜRTTEMBERG,
as LenderBy:
Name:
    
    /s/ Thomas Leidenberger

Thomas LeidenbergerTitle:
    
    Vice PresidentBy:
Name:
    
    /s/ Bettina Barth

Bettina BarthTitle:
    
    PM
 Amendment No. 3 to Credit Agreement




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NEC LEASING LTD.,
as LenderBy:
Name:
    
    /s/ Tomoyuki Kato

Tomoyuki KatoTitle:
    
    President
 Amendment No. 3 to Credit Agreement




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WESTLB AG, LONDON BRANCH,
as LenderBy:
Name:
    
    /s/ John Swift

John SwiftTitle:
    
    DirectorBy:
Name:
    
    /s/ Peter Stephan

Peter StephanTitle:
    
    Associate Director
 Amendment No. 3 to Credit Agreement




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CALYON NEW YORK BRANCH,
as Lender and Documentation AgentBy:
Name:
    
    /s/Yevgeniya Levitin

Yevgeniya LevitinTitle:
    
    DirectorBy:
Name:
    
    /s/ Brian Bolotin

Brian BolotinTitle:
    
    Managing Director
 Amendment No. 3 to Credit Agreement




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DEKABANK DEUTSCHE GIROZENTRALE,
as LenderBy:
Name:
    
    /s/ Angelika Beyer

Angelika BeyerTitle:
    
    FVPBy:
Name:
    
    /s/ Carsten Grote

Carsten GroteTitle:
    
    AVP
 Amendment No. 3 to Credit Agreement




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NATIXIS TRANSPORT FINANCE,
as LenderBy:
Name:
    
    /s/ Jean-Francois Lascombe

Jean-Francois LascombeTitle:
    
    Senior Vice PresidentBy:
Name:
    
    /s/ Marc Bourgade

Marc BourgadeTitle:
    
    Senior Vice President
 Amendment No. 3 to Credit Agreement




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Accepted and Agreed by:CITIBANK, N.A.,
as Eligible CounterpartyBy:
Name:
    
    /s/ Louise OMara

Louise OMaraTitle:
    
    Vice President
 Amendment No. 3 to Credit Agreement




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Accepted and Agreed by:WACHOVIA BANK, NATIONAL ASSOCIATION,
as Eligible CounterpartyBy:
Name:
    
    /s/ Kim V. Farr

Kim V. FarrTitle:
    
    Director
 Amendment No. 3 to Credit Agreement




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Accepted and Agreed by:GE COMMERCIAL AVIATION SERVICE LIMITED,
as ServicerBy:
Name:
    
    /s/ Diarmuid Hyde

Diarmuid HydeTitle:
    
    Director
 Amendment No. 3 to Credit Agreement




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Eligible Aircraft
  CommitmentMaximum
    
    
    Commitment Amount
    
    
    Amount >Aircraft Type
    
    
    Age
    
    
    =< $250MM
    
    
    $250MMTier IA319-100
    
    
    
    10A320-200
    
    
    
    10
    
    
    
    
    100
    %
    
    
    
    100
    %B737-700
    
    
    
    10B737-800
    
    
    
    10Tier IIA321-200
    
    
    
    10A330-200
    
    
    
    10B737-400 (EFIS)
    
    
    
    12
    
    
    
    34% for wholeB737-300 (EFIS)
    
    
    
    12
    
    
    
    Tier with minimumB747-400F
    
    
    
    7
    
    
    
    requirement of
    
    
    
    50
    %B757-200 ETOPS
    
    
    
    12
    
    
    
    two Tier I AircraftB757-200F
    
    
    
    7
    
    
    
    for each Tier II AircraftB767-300ER
    
    
    
    12B767-200F
    
    
    
    7B767-300F
    
    
    
    7B777-200ER
    
    
    
    10B777-300ER
    
    
    
    10B777F (does not
include converted
aircraft)
    
    
    
    N/AB787-800
    
    
    
    N/AB787-900
    
    
    
    N/AERJ-170
    
    
    
    N/ATier IIIA330-300
    
    
    
    10B737-300(Analog)
    
    
    
    12
    
    
    
    25% for wholeB737-400 (Analog)
    
    
    
    12
    
    
    
    Tier with minimumB737-300F
    
    
    
    7
    
    
    
    requirement of
    
    
    
    25
    %B737-300QC
    
    
    
    10
    
    
    
    three Tier I AircraftB737-500
    
    
    
    12
    
    
    
    for each Tier III AircraftB757-200
    
    
    
    12MD-11F
    
    
    
    10