EX-4.24.3





Exhibit 4.24.3



AMENDMENT NO. 3

TO CREDIT AGREEMENT



          AMENDMENT NO. 3 dated as of December 21, 2007 (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 BORROWER SUBSIDIARIES party thereto, 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, each of the undersigned Borrower Subsidiaries, the
Lenders, the Administrative Agent, the Security Trustee and the Account Bank are party to the
Credit Agreement;




          WHEREAS, the Administrative Agent, acting on the instructions of the Majority Lenders and the
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.




          (i) Section 1.1 is hereby amended as follows:





          (a) By amending the definition “Aircraft Limitation Event” by adding the
following words at the end of the definition to read as follows:




“For the purposes of determining whether an Aircraft Limitation Event has
occurred during a Portfolio Acquisition Period, if either clause (a) or (b)
above occur, the calculation of the limitations in clauses (i), (ii) and
(iii) above shall include all of the aircraft provided in the Portfolio
Acquisition Notice, or in the case of the acquisition of a Substitute
Aircraft, the calculation of the limitations in clauses (i), (ii) and (iii)
above shall include all of the aircraft provided in the relevant amended
Portfolio Acquisition Notice.”




          (b) By amending and restating clauses (g) and (n) of the definition



 









 







“Eligible Aircraft” in its entirety to read as follows:




“(g) the Administrative Agent has received (i) Appraisals with respect to
such Aircraft from each of the Initial Appraisers to be dated no earlier than
60 days prior to the Advance Date for such Aircraft, (ii) in the case of any
Aircraft described in Section 6.2(c)(xiv)(B), a Physical Inspection Report,
and (iii) 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;”




“(n) (i) in the case of an acquisition of an Aircraft other than a Portfolio
Acquisition, neither an Aircraft Limitation Event nor a Lessee Limitation
Event shall have occurred as a result of including such Aircraft in the
Borrower’s Portfolio; or (ii) in the case of a Portfolio Acquisition, neither
an Aircraft Limitation Event nor a Lessee Limitation Event would occur as a
result of including all of the aircraft listed in the relevant Portfolio
Acquisition Notice in the Borrower’s Portfolio, such determination to be made
in connection with the financing of the acquisition of the first Aircraft
forming part of such Portfolio Acquisition or, in the case of an acquisition
of a Substitute Aircraft, such determination to be made in connection with
the financing of the acquisition of such Substitute Aircraft; and”




          (c) By amending the definition “Lessee Limitation Event” by adding the
following words at the end of the definition to read as follows:




“For the purposes of determining whether a Lessee Limitation Event has
occurred during a Portfolio Acquisition Period, if either clause (a), (b) or
(c) above occur, the calculation of the limitations in clauses (i), (ii) and
(iii) above shall include all of the aircraft provided in the Portfolio
Acquisition Notice, or in the case of the acquisition of a Substitute
Aircraft, the calculation of the limitations in clauses (i), (ii) and (iii)
above shall include all of the aircraft provided in the relevant amended
Portfolio Acquisition Notice.”




          (d) By inserting the definition “Physical Inspection Report” among the existing
definitions set forth in such Section in alphabetical order to read as follows:




““Physical Inspection Report” means, with respect to any Aircraft, a
physical inspection report (which includes a summary of the overall condition
of such Aircraft and a specifications report) completed either (x) no earlier
than three (3) months prior to the Advance Date for such Aircraft or (y) no
earlier than 18 months prior to the Advance Date for such Aircraft (or the
date of the most recent heavy maintenance event for such Aircraft) and
accompanied by a certification reasonably satisfactory to the Administrative
Agent as to the absence of any material adverse change to the condition of
such Aircraft since the date of such report.”



2









 






          (e) By inserting the definition “Portfolio Acquisition” among the existing
definitions set forth in such Section in alphabetical order to read as follows:




““Portfolio Acquisition” means the acquisition into the Borrower’s
Portfolio over the course of a Portfolio Acquisition Period of at least five
(5) aircraft that are (i) subject to one or more aircraft purchase agreements
so long as each seller under the aircraft purchase agreements is an Affiliate
of a single seller and (ii) listed in a Portfolio Acquisition Notice, or if
there are any Substitute Aircraft, the aircraft listed in an amended
Portfolio Acquisition Notice.”




          (f) By inserting the definition “Portfolio Acquisition Notice” among the
existing definitions set forth in such Section in alphabetical order to read as follows:




““Portfolio Acquisition Notice” means, with respect to any Portfolio
Acquisition, a notice which lists the aircraft to be acquired in connection
with such Portfolio Acquisition and contains a statement that no Aircraft
Limitation Event or Lessee Limitation Event would occur as a result of the
acquisition of all of such aircraft.”




          (g) By inserting the definition “Portfolio Acquisition Period” among the
existing definitions set forth in such Section in alphabetical order to read as follows:




““Portfolio Acquisition Period” means the period commencing on the
Release Date of the first Aircraft in the relevant Portfolio Acquisition and
ending on the earlier of (i) the Release Date of the last Aircraft in such
Portfolio Acquisition, and (ii) 120 days from the Release Date of the first
Aircraft in such Portfolio Acquisition.”




          (h) By inserting the definition “Substitute Aircraft” among the existing
definitions set forth in such Section in alphabetical order to read as follows:




““Substitute Aircraft” means, with respect to any Portfolio
Acquisition, an aircraft that is substituted for another aircraft in
connection with the relevant aircraft purchase agreement and that is listed
in an amended Portfolio Acquisition Notice.”




          (i) By amending the definition “Widebody Aircraft” by inserting the designation
‘“787”,’ after the designation ‘“777”,”.




	 	(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









 






	 	 	 	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:




4









 






	 	 	 	“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:






     (a) any Aircraft Tier Concentration Percentage exceeds the related
Aircraft Tier Concentration Limit,




     (b) the Weighted Average Portfolio Age exceeds the Weighted Average
Portfolio Age Limit,




     (c) any Additional Aircraft Concentration Percentage exceeds the related
Additional Aircraft Concentration Limit,




     (d) any Lessee Concentration Percentage exceeds the related Lessee
Concentration Limit,




     (e) any Concentration Limit by Region Percentage exceeds the related
Concentration Limit by Region, and




     (f) any Concentration Limit by Country Percentage exceeds the related
Concentration Limit by Country.”




	 	(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.





     Section 3. Representations and Warranties. Each of the Borrower, the Borrower
Subsidiaries and the Manager represents and warrants that (a) 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) and (b) after giving effect to
this Amendment, the representations and warranties made by the Borrower and each Borrower
Subsidiary in Article VIII of the Credit Agreement and the Manager in Section 4.02
of the Management Agreement shall be true and correct in all material respects on and as of the
date hereof with the same force and effect as if made on and as of such date (except to the extent
such representations and warranties relate to a specific date, in which case they were true and
correct



5









 






in all material respects on and as of such specific date).




          Section 4. Condition To Effectiveness. The amendments shall become effective upon
the receipt by the Administrative Agent of this Amendment executed by the Borrower, each Borrower
Subsidiary, the Manager, the Majority Lenders, the Security Trustee and the Account Bank and the
required consents pursuant to Section 16.2(xii) by the Eligible Counterparties and the Servicer.
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.





6









 








          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:

Name:
	 	/s/ John McMahon
 

John McMahon
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement






 









 








	 	 	 	 	 	 	 
	 	 	ROSS LEASING LIMITED,

as Borrower Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John McMahon
 

John McMahon
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement






 









 








	 	 	 	 	 	 	 
	 	 	LARE LEASING LIMITED,	 	 
	 	 	as Borrower Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John McMahon
 

John McMahon
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	ROSELAWN LEASING LIMITED,	 	 
	 	 	as Borrower Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John McMahon
 

John McMahon
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	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 Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Rosevear
 

Scott Rosevear
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	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 Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Rosevear
 

Scott Rosevear
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	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 Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Rosevear
 

Scott Rosevear
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	AIRCRAFT MSN 32582 STATUTORY TRUST,	 	 
	 	 	by Wells Fargo Bank Northwest, National Association,

not in its individual capacity but solely as Trustee,

as Borrower Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Rosevear
 

Scott Rosevear
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	AIRCRAFT MSN 28654 STATUTORY TRUST,	 	 
	 	 	by Wells Fargo Bank Northwest, National Association,

not in its individual capacity but solely as Trustee,

as Borrower Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Rosevear
 

Scott Rosevear
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	AIRCRAFT MSN 1155 STATUTORY TRUST,	 	 
	 	 	by Wells Fargo Bank Northwest, National Association,

not in its individual capacity but solely as Trustee,

as Borrower Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Rosevear
 

Scott Rosevear
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	AIRCRAFT MSN 1136 STATUTORY TRUST,	 	 
	 	 	by Wells Fargo Bank Northwest, National Association,

not in its individual capacity but solely as Trustee,

as Borrower Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Rosevear
 

Scott Rosevear
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	AIRCRAFT MSN 1493 STATUTORY TRUST,	 	 
	 	 	by Wells Fargo Bank Northwest, National Association,

not in its individual capacity but solely as Trustee,

as Borrower Subsidiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Rosevear
 

Scott Rosevear
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	GENESIS LEASE LIMITED,

as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John McMahon
 

John McMahon
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Louise O’Mara
 

Louise O’Mara
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Louise O’Mara
 

Louise O’Mara
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Eric C. Blau
 

Eric C. Blau
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	VARIABLE FUNDING CAPITAL COMPANY LLC,

as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wachovia Capital Markets, LLC

as attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Douglas R. Wilson, Sr.
 

Douglas R. Wilson, Sr.
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	 	 	as Security Trustee and Account Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis Bodi
	 	/s/ Sue Kim
	 	 
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Louis Bodi
	 	Sue Kim	 	 
	 

	 	Title:
	 	Vice President
	 	Associate	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	ALLIED IRISH BANKS, P.L.C.,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael Doyle
 

Michael Doyle
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Davis Kearns
 

Davis Kearns
	 	 
	 

	 	Title:
	 	Relationship Manager	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	ALLIANCE & LEICESTER COMMERCIAL FINANCE plc,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Martin Webb
 

Martin Webb
	 	 
	 

	 	Title:
	 	Head of Aviation	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	BAYERISCHE HYPO-UND VEREINSBANK AG, LONDON

BRANCH, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lutz Pfeilsticker
 

Lutz Pfeilsticker
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ludwig C. Hammermayer
 

Ludwig C. Hammermayer
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	LANDESBANK BADEN WÜRTTEMBERG,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Thomas Leidenberger
 

Thomas Leidenberger
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Bettina Barth
 

Bettina Barth
	 	 
	 

	 	Title:
	 	PM	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	NEC LEASING LTD.,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Tomoyuki Kato
 

Tomoyuki Kato
	 	 
	 

	 	Title:
	 	President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	WESTLB AG, LONDON BRANCH,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John Swift
 

John Swift
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Peter Stephan
 

Peter Stephan
	 	 
	 

	 	Title:
	 	Associate Director	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH,

as Lender and Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/Yevgeniya Levitin
 

Yevgeniya Levitin
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian Bolotin
 

Brian Bolotin
	 	 
	 

	 	Title:
	 	Managing Director	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	DEKABANK DEUTSCHE GIROZENTRALE,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Angelika Beyer
 

Angelika Beyer
	 	 
	 

	 	Title:
	 	FVP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Carsten Grote
 

Carsten Grote
	 	 
	 

	 	Title:
	 	AVP	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	NATIXIS TRANSPORT FINANCE,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jean-Francois Lascombe
 

Jean-Francois Lascombe
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Marc Bourgade
 

Marc Bourgade
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	Accepted and Agreed by:	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,

as Eligible Counterparty	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Louise O’Mara
 

Louise O’Mara
	 	 
	 

	 	Title:
	 	Vice President	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	Accepted and Agreed by:	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Eligible Counterparty	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kim V. Farr
 

Kim V. Farr
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	Accepted and Agreed by:	 	 
	 
	 	 	 	 	 	 
	 	 	GE COMMERCIAL AVIATION SERVICE LIMITED,

as Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Diarmuid Hyde
 

Diarmuid Hyde
	 	 
	 

	 	Title:
	 	Director	 	 






Amendment No. 3 to Credit Agreement







 









 








Table 1:




Eligible Aircraft








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Commitment
	 	 	 	Maximum	 	 	Commitment Amount	 	 	Amount >
	Aircraft Type	 	 	Age	 	 	=< $250MM	 	 	$250MM
	 	 	 	 	 	 	 	 	 	 
	 	Tier I
	 
	A319-100
	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 
	A320-200
	 	 	 	10	 	 	 	 	100	%	 	 	 	100	%
	B737-700
	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 
	B737-800
	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 
	 	Tier II
	 
	A321-200
	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 
	A330-200
	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 
	B737-400 (EFIS)
	 	 	 	12	 	 	 	34% for whole	 	 	 	 	 
	B737-300 (EFIS)
	 	 	 	12	 	 	 	Tier with minimum	 	 	 	 	 
	B747-400F
	 	 	 	7	 	 	 	requirement of	 	 	 	50	%
	B757-200 ETOPS
	 	 	 	12	 	 	 	two Tier I Aircraft	 	 	 	 	 
	B757-200F
	 	 	 	7	 	 	 	for each Tier II Aircraft	 	 	 	 	 
	B767-300ER
	 	 	 	12	 	 	 	 	 	 	 	 	 	 	 
	B767-200F
	 	 	 	7	 	 	 	 	 	 	 	 	 	 	 
	B767-300F
	 	 	 	7	 	 	 	 	 	 	 	 	 	 	 
	B777-200ER
	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 
	B777-300ER
	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 
	B777F (does not
include converted
aircraft)
	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 
	B787-800
	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 
	B787-900
	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 
	ERJ-170
	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 
	 	Tier III
	 
	A330-300
	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 
	B737-300(Analog)
	 	 	 	12	 	 	 	25% for whole	 	 	 	 	 
	B737-400 (Analog)
	 	 	 	12	 	 	 	Tier with minimum	 	 	 	 	 
	B737-300F
	 	 	 	7	 	 	 	requirement of	 	 	 	25	%
	B737-300QC
	 	 	 	10	 	 	 	three Tier I Aircraft	 	 	 	 	 
	B737-500
	 	 	 	12	 	 	 	for each Tier III Aircraft	 	 	 	 	 
	B757-200
	 	 	 	12	 	 	 	 	 	 	 	 	 	 	 
	MD-11F
	 	 	 	10