EX-4.24.2






Exhibit 4.24.2




EXECUTION VERSION




AMENDMENT NO. 2



TO CREDIT AGREEMENT




          AMENDMENT NO. 2 dated as of August 3, 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, Ross Leasing Limited, as a Borrower Subsidiary,
Lare Leasing Limited, as a Borrower Subsidiary, the Lenders, the Administrative Agent, the Security
Trustee and the Account Bank are party to the Credit Agreement;




          WHEREAS, each of the abovementioned 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)	 	All references to the “Advance Date” in Sections
6.2(c), 6.2(f), 6.2(i), 6.2(l), 6.2(m),
6.2(o), 6.2(s), the lead-in to Article VIII,
Sections 8.6(C), 8.8, 8.9, 8.10, 8.11,
8.19, 8.24, 9.2, 9.34(c) and
16.3(b)(iii) of the Credit Agreement are hereby replaced with
references to the “Release Date”.
	 
	 	(ii)	 	Section 1.1 is hereby amended as follows:






          (a) by amending and restating the definition “Interest Expense” in its entirety
to read as follows:




““Interest Expense” means, for each fiscal quarter of the Borrower, the total
interest expense of the Borrower (excluding any interest expense of the Borrower or any of
its Subsidiaries with respect to Indebtedness to any member of the Genesis Group permitted
to be incurred pursuant to Section 9.29(e)) and Commitment Fees accrued during such
quarter.”; and



 









 






     (b) By amending the definition “Interest Period” by replacing the words “date
of such Advance” therein with the words “Advance Date relating to such Advance”.




     (c) By inserting the definition “Borrowing Base Certification” among the
existing definitions set forth in such Section in alphabetical order to read as follows:




““Borrowing Base Certification” has the meaning set forth in Section
2.2(a).”.




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




““Holding Period” has the meaning set forth in Section 2.2(a).”.




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




““Holding Period Release Request” has the meaning set forth in Section
2.2(b)(iii).”.




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




““Release Date” has the meaning set forth in Section 2.2(b)(iii).”.




     (g) By amending the definition “Advance Date” by replacing the words “an
Advance” therein with the words “available its portion of an Advance to the Administrative
Agent”.




     (h) By amending the definition “Payment Date” by replacing the words
“commencing April 19, 2007,” therein with the words “, the first such Payment Date to be May
19, 2007,”.




	 	(iii)	 	Section 2.2(a) is hereby amended and restated in its entirety
to read as follows:






“Advances. During the Advance Commitment Period, the Borrower may request
Advances from time to time hereunder, by giving notice (each an “Advance
Request”) to the Administrative Agent, not later than 11:00 a.m., New York time,
four (4) Business Days prior to the start of any Holding Period (as defined below).
Each Advance Request shall be substantially in the form of Exhibit A and
shall include (i) the principal amount of the requested Advance, (ii) the requested
holding period, the first day of which shall be the Advance Date (which shall be a
Business Day) and shall not be earlier than four (4) Business Days from (but not
including) the date that the Borrower delivers such Advance Request, and the last
day of which shall be no later than 2:00 p.m., New York time, four (4) Business Days
from (but not including) the applicable Advance Date (such period, the “Holding
Period”), being the period in which the Borrower anticipates that the



 









 







conditions precedent set forth in Section 6.2 shall be satisfied as to each
Aircraft or Aircraft Owning Entity to be acquired with the proceeds of such Advance,
and (iii) a borrowing base certification in substantially the form attached as
Annex II to Exhibit A, or otherwise reasonably satisfactory to the
Administrative Agent, setting forth the information required therein (the
“Borrowing Base Certification”). Each Advance Request shall be (x) for an
aggregate principal amount of at least $5,000,000 (except that the final Advance
Request preceding the Conversion Date may be for a lesser amount), (y) made against,
and in connection with the anticipated acquisition into the Borrower’s Portfolio of
the Aircraft specified in such Advance Request, and (z) allocated pro rata among the
Non-Conduit Lenders based on their respective Non-Conduit Lender Commitments. Each
Advance Request shall be irrevocable unless and to the extent otherwise agreed among
the parties in connection with making such Advance on the applicable Advance Date.
For the purposes of any subsequent Advance under this Agreement (including for the
purpose of a Borrowing Base Certification for any subsequent Advance Request), such
Advance and the Financed Aircraft intended to be acquired in the Borrower’s
Portfolio in connection with such Advance shall be deemed to have already been
funded and acquired respectively.”




	 	(iv)	 	Section 2.2(b)(i) is hereby amended by replacing the words:
“date of such Advance” with the words “dates of the Holding Period pursuant to
the relevant Advance Request”.
	 
	 	(v)	 	Section 2.2(b)(ii) is hereby amended and restated in its
entirety to read as follows:






“Based upon each Advance Request containing the information set forth in clause (i)
of this subsection (b) (and the applicable Borrowing Base Certification referred to
in Section 2.2(a) above), and subject to the limitations set forth in
Section 2.1, each Lender shall, or shall cause an Affiliate of such Lender
to, pursuant to the terms and subject to the conditions of this Agreement, make the
amount of the Advance to be made by it pursuant to such Advance Request by wire
transfer to the Administrative Agent, which amount shall equal to such Lender’s
ratable share of the Advance to be made pursuant to such Advance Request, in same
day funds no later than 2:00 p.m., New York time, on the applicable Advance Date.
Such wire transfer shall be directed to the Administrative Agent and shall be in the
form of Dollars constituting immediately available funds. Such funds shall be held
by the Administrative Agent during the applicable Holding Period, provided
that, if the Administrative Agent no longer has a credit rating of at least
A by Standard & Poor’s, the Majority Lenders may request the Administrative Agent to
deposit the funds with a financial institution selected by the Majority Lenders.
The Lenders shall make such funds available notwithstanding that the funding
conditions set forth in Section 6.2 shall not yet have been satisfied in
respect of all or any portion of the Aircraft or Aircraft Owning Entity to be
acquired with the proceeds of such Advance. The making available of such funds by a
Lender to the Administrative Agent as provided above shall constitute an Advance by
such Lender for all purposes hereunder on and as of the date made, notwithstanding
that any one or more of the proposed Aircraft or Aircraft Owning Entity to be
acquired with the



 









 







proceeds thereof may not become Aircraft during the applicable Holding Period and
provided that the Borrower shall have no entitlement to receive such
funds until all the conditions precedent set forth in Section 6.2 are met.”.




	 	(vi)	 	The following new clauses (iii), (iv), (v), (vi) and (vii)
shall be added at the end of Section 2.2(b) to read as follows:






“(iii) On any Business Day during any Holding Period, the Borrower may request a
release of the funds held by the Administrative Agent pursuant to Section
2.2(b)(ii) to the Borrower or at its direction, for the purpose of financing a
portion of the acquisition cost of one or more of the Aircraft or Aircraft Owning
Entities described in the applicable Advance Request. The Borrower shall make such
request by giving notice (each a “Holding Period Release Request”) to the
Administrative Agent with respect to the requested release of such funds, not later
than 10:00 a.m., New York time, on the requested date of funding, which shall be a
Business Day (each such date, a “Release Date”). Each Holding Period
Release Request shall be substantially in the form of Annex IV to
Exhibit A and shall (1) include the date and amount of funds to be released,
(2) specify wire transfer instructions for the delivery of released funds to their
intended recipient, (3) include a time for such release to occur (or otherwise
indicate a manner for communicating such time of release mutually acceptable to the
Borrower and the Administrative Agent), subject to the limitations of clause (iv)
immediately below, (4) indicate that such release is for the purpose of funding the
acquisition of one or more of the Aircraft or Aircraft Owning Entities identified in
the related Advance Request (and specifically identify the Aircraft or Aircraft
Owning Entity to be funded with the funds requested to be released), and (5) contain
a Borrowing Base Certification. Each Holding Period Release Request shall be for an
aggregate amount of at least $5,000,000, but not exceeding the amount of proceeds of
the related Advance held on deposit by the Administrative Agent.




“(iv) Subject to compliance with the foregoing notice procedures and the
satisfaction of each of the conditions precedent under Section 6.2, the
Administrative Agent shall transfer the requested funds to the recipient account as
specified in Section A(d) of the relevant Holding Period Release Request, at the
time the Borrower has requested that such transfer be made pursuant to the
applicable Holding Period Release Request.




“(v) The Borrower may, at any time during any Holding Period, issue a Holding Period
Release Request (and promptly upon the receipt thereof, the Administrative Agent
shall send notice of such request to the Lenders), to request that the
Administrative Agent return the funds provided by the Lenders under the relevant
Advance Request to those Lenders that provided funds under such Advance Request, pro
rata based on the respective proportionate amount of the Advance initially funded by
such Lenders under such Advance Request.




“(vi) If the Borrower fails to provide a Holding Period Release Request by 10:00
a.m., New York time, on the last day of the applicable Holding Period, the
Administrative Agent shall, after such Holding Period ends, return funds provided to
the Administrative Agent pursuant to the Advance Request relating to such



 









 







Holding Period remaining with the Administrative Agent to the Lenders as a repayment
of the related Advance, pro rata based on the respective proportionate amount of
such Advance initially funded.




“(vii) Upon the repayment of all of or any portion of an Advance pursuant to
Section 2.2(b)(v) or Section 2.2(b)(vi), (x) any interest accrued on
the principal amount repaid shall be payable by the Borrower by 7:00 a.m., New York
time, on the first Business Day after the date on which the applicable Holding
Period ended, and (y) (1) to the extent that any Lender has, pursuant to Section
5.5, notified the Borrower by 8:00 a.m., New York time on the first Business Day
after the date on which the applicable Holding Period ended of any amount that is
owing to such Lender in respect of such repayment pursuant to Section 5.4,
such amount shall be payable by the Borrower to such Lender on the next Business Day
after the receipt by the Borrower of such notice and (2) any amount owing in respect
of such repayment pursuant to Section 5.4, if any, to any Lender that has
not provided notice in accordance with clause (y)(1) above, shall be payable by the
Borrower to such Lender on the next Payment Date following a receipt by the Borrower
of a notice with respect thereto pursuant to Section 5.5, in accordance with
the Flow of Funds.”.




	 	(vii)	 	Section 2.3 is hereby amended by inserting the words: “or a
Holding Period Release Request, as the case may be,” after the words “Each
delivery of an Advance Request”.
	 
	 	(viii)	 	Section 3.1 is hereby amended by replacing the words “date of such Advance”
with the words “Advance Date of such Advance”.
	 
	 	(ix)	 	Section 5.4 is hereby amended by replacing the words “or (d)”
with the words: “, (d) the transfer or repayment of all or any portion of an
Advance pursuant to Section 2.2(b)(v) or Section 2.2(b)(vi), or
(e)”.
	 
	 	(x)	 	The lead-in paragraph of Section 6.2 is hereby amended and
restated in its entirety to read as follows:






“Advances. The release of the proceeds of any Advance to the Borrower is
subject to the funding and release procedures set forth in Section 2.2(b)
and the fulfillment of the following conditions precedent:”.




	 	(xi)	 	Section 6.2(a) is hereby amended and restated to read as
follows:






“No Borrowing Base Deficiency. After giving effect to such Advance, the
related release of funds and the inclusion of the Financed Aircraft intended to be
acquired in the Borrower’s Portfolio with the proceeds of such Advance and release
of funds, no Borrowing Base Deficiency will exist (and the Administrative Agent
shall have received an Advance Request and a Holding Period Release Request, as
applicable, containing a Borrowing Base Certification demonstrating the
foregoing).”.




	 	(xii)	 	Each of clauses (ii) and (iii) of Section 12.1(a) is hereby
amended by




 









 






	 	 	 	inserting in each case the words: “of any Advance” after the words “of any
principal”.
	 
	 	(xiii)	 	Section 7.1(k) is hereby added to read as follows:






“Lender Repayments. Notwithstanding anything to the contrary herein or in
any other Transaction Document, the Manager may, upon written request to the Account
Bank, withdraw from the Collection Account such amounts as are needed to discharge
any interest or breakage amount payments payable to any Lender pursuant to
Section 2.2(b)(vii). The Borrower agrees to cause the amount of such
non-Payment Date withdrawals to be disclosed and set forth in the Monthly Report
relating to the month in which such withdrawals occur.”.




	 	(xiv)	 	Section 16.15(b) is hereby amended and restated in its
entirety to read as follows:






“Each of the Administrative Agent, the Security Trustee, the Account Bank (in each
case, for itself and not on behalf of any Lender or other party hereto) and each of
the Lenders agrees with the Borrower and the Service Providers to maintain the
confidentiality of the Information (as defined below), except that Information may
be disclosed (a) to it, its Affiliates, investors, potential investors, credit
enhancers and each such Person’s respective managers, administrators, trustees,
partners, directors, officers, employees, agents, advisors and other representatives
(it being understood that the persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it, (c) to the extent required by applicable
Requirements of Law or by any subpoena or similar legal process, (d) to any other
party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Transaction Document or any action or proceeding relating to this
Agreement or any other Transaction Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section 16.15(b), to (i) any assignee of or
participant in, or any prospective assignee of or participant in, any of its rights
or obligations under this Agreement, (ii) any actual or prospective party (or its
managers, administrators, trustees, partners, directors, officers, employees,
agents, advisors and other representatives) to any swap or derivative or similar
transaction under which payments are to be made by reference to the Borrower and its
obligations under this Agreement, this Agreement or payments hereunder, (iii) any
rating agency for the purpose of obtaining a credit rating applicable to any Lender,
or (iv) the CUSIP Service Bureau or any similar organization, (g) to the Borrower,
any member of the Genesis Group or any of their respective Subsidiaries or (h) to
the extent such Information (x) becomes publicly available other than as a result of
a breach of this Section 16.15(b) or (y) becomes available to the
Administrative Agent, the Security Trustee, the Account Bank, any Lender or any of
their respective Affiliates on a nonconfidential basis from a source other than a
member of the Genesis Group, the Borrower, a Service Provider, a Lessee or any of
their respective Subsidiaries. For purposes of this Section, “Information” means
all



 









 







information received from any member of the Genesis Group, the Borrower, any of its
respective Subsidiaries or from the Servicer or a Lessee relating to any member of
the Genesis Group, the Borrower or any of their respective Subsidiaries or any of
their respective businesses, including any information relating to a Lessee or a
Lease, other than any such information that is available to the Administrative
Agent, the Security Trustee, the Account Bank or any Lender on a nonconfidential
basis prior to disclosure by any member of the Genesis Group, the Borrower or any of
their respective Affiliates. Any person required to maintain the confidentiality of
Information as provided in this Section 16.15(b) shall be considered to have
complied with its obligation to do so if such person has exercised the same degree
of care to maintain the confidentiality of such Information as such person would
accord to its own confidential information.”.




	 	(xv)	 	Exhibit A is hereby replaced with Annex I to this Amendment.





          Section 3. Representations and Warranties. Each of the Borrower, the Borrower
Subsidiary 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 the 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
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, the Borrower
Subsidiary, each Lender, 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 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.





 









 








          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. 2 to Credit Agreement




 









 






	 	 	 	 	 
	 	ROSS LEASING LIMITED,

as Borrower Subsidiary

 	 
	 	By:  	/s/ Brian Marks
 	 
	 	Name:  	 	Brian Marks 	 
	 	Title:  	 	Attorney-in-fact 	 
	 



Amendment No. 2 to Credit Agreement




 









 






	 	 	 	 	 
	 	LARE LEASING LIMITED,

as Borrower Subsidiary

 	 
	 	By:  	/s/ Brian Marks
 	 
	 	Name:  	 	Brian Marks 	 
	 	Title:  	 	Attorney-in-fact 	 
	 



Amendment No. 2 to Credit Agreement




 









 






	 	 	 	 	 
	 	GENESIS LEASE LIMITED,

as Manager

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



Amendment No. 2 to Credit Agreement




 









 






	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Louise O’Mara
 	 
	 	Name:  	 	Louise O’Mara 	 
	 	Title:  	 	Vice President 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	CITIBANK, N.A.,

as Lender

 	 
	 	By:  	/s/ Louise O’Mara
 	 
	 	Name:  	 	Louise O’Mara 	 
	 	Title:  	 	Vice President 	 
	 



Amendment No. 2 to Credit Agreement




 









 






	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Lender

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



Amendment No. 2 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. 2 to Credit Agreement





 









 





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

 	 
	 	By:  	/s/ Eileen M. Hughes
 	 
	 	Name:  	 	Eileen M. Hughes 	 
	 	Title:  	 	Vice President 	 



	 	 	 	 	 
	 	By:  	                  /s/ James P. Bowden
 	 
	 	Name:  	 	James P. Bowden 	 
	 	Title:  	 	Assistant Vice President 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	ALLIED IRISH BANKS, P.L.C.,

as Lender

 	 
	 	By:  	/s/ Michael Doyle
 	 
	 	Name:  	 	Michael Doyle 	 
	 	Title:  	 	Senior Vice President 	 



	 	 	 	 	 
	 	By:  	                    /s/ Michael Ryan
 	 
	 	Name:  	 	Michael Ryan 	 
	 	Title:  	 	Senior Vice President 	 
	 



Amendment No. 2 to Credit Agreement





 









 








	 	 	 	 	 	 	 
	 	 	ALLIANCE & LEICESTER COMMERCIAL FINANCE plc,

as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s Martin Webb
	 	/s/ Jonathan Marchant
	 	 	 	 	 
	 

	 	 	 	Name: Martin Webb
	 	Jonathan Marchant
	 

	 	 	 	Title: Head of Aviation
	 	Senior Manager






Amendment No. 2 to Credit Agreement




 









 





	 	 	 	 	 
	 	THE GOVERNOR AND COMPANY OF THE BANK 
OF SCOTLAND,
as Lender

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



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	BTMU CAPITAL CORPORATION,

as Lender

 	 
	 	By:  	/s/ Cheryl A. Behan
 	 
	 	Name:  	 	Cheryl A. Behan 	 
	 	Title:  	 	Senior Vice President 	 
	 



Amendment No. 2 to Credit Agreement




 









 






	 	 	 	 	 
	 	BAYERISCHE HYPO-UND VEREINSBANK AG, 
LONDON BRANCH,
as Lender

 	 
	 	By:  	/s/ Lutz Pfeilsticker
 	 
	 	Name:  	 	Lutz Pfeilsticker 	 
	 	Title:  	 	Vice President 	 



	 	 	 	 	 
	 	By:  	                     /s/ Wolfgang Schmidt
 	 
	 	Name:  	 	Wolfgang Schmidt 	 
	 	Title:  	 	Director 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	LANDESBANK BADEN WÜRTTEMBERG,

as Lender

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



	 	 	 	 	 
	 	By:  	                     /s/ Christian Bezner
 	 
	 	Name:  	 	Christian Bezner 	 
	 	Title:  	 	SPM 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	NEC LEASING LTD.,

as Lender

 	 
	 	By:  	/s/ Tomoyuki Kato
 	 
	 	Name:  	 	Tomoyuki Kato 	 
	 	Title:  	 	President 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	NORDDEUTSCHE LANDESBANK 
GIROZENTRALE,
as Lender

 	 
	 	By:  	/s/ Brauns
 	 
	 	Name:  	 	Brauns 	 
	 	Title:  	 	Senior Vice President 	 



	 	 	 	 	 
	 	By:  	                         /s/ Gruenke
 	 
	 	Name:  	 	Gruenke 	 
	 	Title:  	 	Vice President 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	WESTLB AG, LONDON BRANCH,

as Lender

 	 
	 	By:  	/s/ V.N. Hartley
 	 
	 	Name:  	 	V.N. Hartley 	 
	 	Title:  	 	Authorised Signature 	 



	 	 	 	 	 
	 	By:  	                     /s/ P. Stephen
 	 
	 	Name:  	 	P. Stephen 	 
	 	Title:  	 	Authorised Signature 	 
	 



Amendment No. 2 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:  	 	Vice President 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	CALYON NEW YORK BRANCH,

as Documentation Agent and Lender

 	 
	 	By:  	/s/ Yvegeniya Levitin
 	 
	 	Name:  	 	Yvegeniya Levitin 	 
	 	Title:  	 	Director 	 



	 	 	 	 	 
	 	By:  	                        /s/ Angel Naranjo
 	 
	 	Name:  	 	Angel Naranjo 	 
	 	Title:  	 	Director 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	DEKABANK DEUTSCHE GIROZENTRALE,

as Lender

 	 
	 	By:  	/s/ Angelika Beyer
 	 
	 	Name:  	 	Angelika Beyer 	 
	 	Title:  	 	First Vice President 	 



	 	 	 	 	 
	 	By:  	                  /s/ Carsten Grote
 	 
	 	Name:  	 	Carsten Grote 	 
	 	Title:  	 	Assistant Vice President 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	LANDESBANK HESSEN-THÜRINGEN 
GIROZENTRALE,
as Lender

 	 
	 	By:  	/s/ Hartmann
 	 
	 	Name:  	 	Hartmann 	 
	 	Title:  	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Christian Remaklus
 	 
	 	Name:  	 	Remaklus, Christian 	 
	 	Title:  	 	Vice President 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	NATIXIS TRANSPORT FINANCE,

as Lender

 	 
	 	By:  	/s/ Jean-Francois Lascombe
 	 
	 	Name:  	 	Jean-Francois Lascombe 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/ Marc Bourgade
 	 
	 	Name:  	 	Marc Bourgade 	 
	 	Title:  	 	 	 
	 



Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	Accepted and Agreed by:


CITIBANK, N.A.,

as Eligible Counterparty

 	 
	 	By:  	/s/ Louise O’Mara
 	 
	 	Name:  	 	Louise O’Mara 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 
	 	Amendment No. 2 to Credit Agreement

 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Accepted and Agreed by:


WACHOVIA BANK, NATIONAL ASSOCIATION,

as Eligible Counterparty

 	 
	 	By:  	/s/ Spencer Langston
 	 
	 	Name:  	 	Spencer Langston 	 
	 	Title:  	 	Vice President 	 
	 



Amendment No. 2 to Credit Agreement





 









 








ANNEX I TO AMENDMENT




EXHIBIT A




FORM OF ADVANCE REQUEST




ADVANCE REQUEST




[Date]




CITIBANK, N.A.,

           as Administrative Agent for the Lenders

           under the Credit Agreement referred to below

2 Penns Way, Suite 100

New Castle, DE 19720

Attn: Dana Thompson

          Facsimile No.: 1-212-994-0961




DEUTSCHE BANK TRUST COMPANY AMERICAS,

           as Security Trustee and as Account Bank

           under the Credit Agreement referred to below

c/o Deutsche Bank National Trust Company

25 DeForest Avenue, MS 010105

Summit, NJ 07901

Attention: Trust and Securities/Structured Finance Services

          Facsimile No.: 1-212-553-2458




Ladies and Gentlemen:



The undersigned, Genesis Acquisition Limited, an exempted company incorporated and existing under
the laws of Bermuda (the “Borrower”), refers to that certain Credit Agreement dated as of
April 5, 2007 (as it may be amended, restated, supplemented and/or otherwise modified from time to
time, the “Credit Agreement”), among the Borrower, the Borrower Subsidiaries party thereto,
Genesis Lease Limited, as Manager, the Lenders party thereto from time to time, Citibank, N.A., as
Administrative Agent, and Deutsche Bank Trust Companies Americas, as Security Trustee and Account
Bank, and hereby gives you notice pursuant to Section 2.2(a) of the Credit Agreement that the
undersigned requests one or more Advances under the Credit Agreement, and in connection therewith
sets forth below the information relating to each such Advance as required by Section 2.2(a) of the
Credit Agreement (capitalized terms used herein but not otherwise defined shall have the meanings
set forth in the Credit Agreement):






     (i) The Holding Period will commence on                     , ___ (the Advance Date) and shall
be in effect until and including                     , ___ at 2:00 p.m., New York time.



 









 






     (ii) The aggregate principal amount of the Advance subject to this Advance Request is
$                    .




     (iii) The Interest Period will be of [one] [three] month duration. This election will
become effective starting on the Interest Period following the Payment Date (which is the
19th day of each calendar month, or if such 19th day is not a Business
Day, the next succeeding Business Day) which occurs after the first day of the Holding
Period, unless such date occurs on the same date as a Payment Date, in which case the
interest election will become effective starting on the first day of the Holding Period.




     (iv) The Lenders are to fund the proceeds of this Advance to the following account:


Bank Name: Citibank, N.A.

Location: New York

Account Name: Agency/Medium Term Finance

Account #: 36852248

ABA #: 021000089

Ref.: Genesis Acquisition Ltd.





     (v) The Administrative Agent is to release the requested funds to the following
account:


Bank Name: [Insert]

Location: [Insert]

Account Name: [Insert]

Account #: [Insert]

ABA #: [Insert]

Ref.: [Insert]





     (vi) The Holding Period during which the Borrower anticipates that the conditions
precedent to funding against any Financed Aircraft to be financed with proceeds of the
Advance subject to this Advance Request (the “Requested Aircraft”) set forth in
Section 6.2 of the Credit Agreement shall be satisfied as to such Requested Aircraft is set
forth in Annex I attached hereto.




     (vii) Attached hereto as Annex II is a true and correct copy of the Borrowing
Base Certification required by Section 2.2(a) of the Credit Agreement.




     (viii) Attached hereto as Annex III are true and correct copies of each of the
schedules, annexes, exhibits and other attachments required to be updated or added to the
various Transaction Documents, under the terms thereof, pursuant to the consummation of the
transactions contemplated in the making of the Advance requested hereby.


The undersigned hereby certifies that the following statements are true in all material respects on
the date hereof, and will be true in all material respects on the date that the Borrower provides
the relevant Holding Period Release Request to the Administrative Agent after giving effect to


 









 






the Advance requested hereunder and the consummation of the transactions contemplated in the making
of such Advance:





     (A) The date requested for such Advance is a Business Day;




     (B) The representations and warranties of the Borrower contained in Article VIII of the
Credit Agreement are true and correct in all material respects, with the same effect as
though made on such date (except, that any such representations or warranties expressly
stated by their terms to be made only at or as of one or more earlier dates or times, shall
be true and correct in all material respects only at or as of such earlier dates or times);




     (C) No Default or Event of Default, Manager Default, Servicer Termination Event, or
event that would constitute a Servicer Termination Event but for the passage of time or the
giving of notice or both, has occurred and is continuing, or will result from the making of
such Advance; and




     (D) All conditions precedent contained in Section 6.2 of the Credit Agreement that do
not require the submission of documentary evidence have been satisfied or will be satisfied
as of the date the Borrower provides the relevant Holding Period Release Request to the
Administrative Agent.



 









 








Very truly yours,




	 	 	 	 	 
	 	GENESIS ACQUISITION LIMITED, as

Borrower

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



 









 








ANNEX I




Anticipated Date of Satisfaction of Conditions Precedent for each Requested Aircraft




          The Borrower anticipates that the conditions precedent to funding against each of the
Requested Aircraft shall be satisfied in all material respects as to each such Requested Aircraft
listed below as set forth in Section 6.2 of the Credit Agreement on the following date(s):




[To be completed by Borrower, as applicable]




 









 








ANNEX II




Form of Borrowing Base Certification




	 	 	 	 	 
	Advance Request Number
	 	 	 	 
	Date of Advance Request
	 	 	 	 
	Advance Date
	 	 	 	 
	 
	 
	 	 	 	 
	Aircraft Number
	 	 	 	 
	MSN
	 	 	 	 
	Engines
	 	 	 	 
	Date of Manufacture/Conversion
	 	 	 	 
	Purchase Date
	 	 	 	 
	Lessee
	 	 	 	 
	Lease Rental Amount
	 	 	 	 
	Rental Frequency
	 	 	 	 
	Lease Expiry Date
	 	 	 	 
	Lease Payment Currency
	 	 	 	 
	Security Deposit
	 	 	 	 
	Supplemental Rent
	 	 	 	 
	 
	 	 	 	 
	Aircraft Type
	 	 	 	 
	Aircraft Tier
	 	 	 	 
	Aircraft Tier Concentration Percentage
	 	 	 	 
	Aircraft Tier Concentration Limit Exceeded?
	 	 	 	 
	 
	 	 	 	 
	Aircraft Age
	 	 	 	 
	Aircraft Age Limit Exceeded?
	 	 	 	 
	Weighted Aircraft Portfolio Age Limit Exceeded?
	 	 	 	 
	 
	 	 	 	 
	Aircraft/Engine Combination Flown by More than Ten Operators?
	 	 	 	 
	More than 30% of Aircraft Type Flown by Three or Fewer Operators?
	 	 	 	 
	 
	 	 	 	 
	Event of Loss occurred?
	 	 	 	 
	 
	 	 	 	 
	Lessee
	 	 	 	 
	Single Lessee Concentration Limit Exceeded?
	 	 	 	 
	Special Consideration Country Lessee Limit Exceeded?
	 	 	 	 
	Three Largest Lessee’s Concentration Limit Exceeded?

	 	 	 	 






 









 






	 	 	 	 	 
	Country
	 	 	 	 
	“Prohibited Jurisdiction” under OFAC?
	 	 	 	 
	Prohibited Country?
	 	 	 	 
	Country Concentration Limit
	 	 	 	 
	Country Concentration Limit Exceeded?
	 	 	 	 
	 
	 	 	 	 
	Region
	 	 	 	 
	Region Concentration Limit
	 	 	 	 
	Region Concentration Limit Exceeded?
	 	 	 	 
	 
	 	 	 	 
	Additional Aircraft Concentration Type (1)
	 	 	 	 
	Additional Aircraft Concentration Limit
	 	 	 	 
	Additional Aircraft Concentration Limit Exceeded?
	 	 	 	 
	 
	 
	 	 	 	 
	Ratio of EBITDA to Interest Expense at least 1.5:1?
 (does not apply for the
earlier of the first six months after the Closing Date)
	 	 	 	 
	 
	 	 	 	 
	Documented Purchase Price
	 	 	 	 
	Current Market Value as of Initial Appraisal
	 	 	 	 
	Base Value as of Initial Appraisal
	 	 	 	 
	Date of Appraisal
	 	 	 	 
	Initial Agreed Value
	 	 	 	 
	 
	 	 	 	 
	Outstanding Principal Balance on Existing Portfolio

Aggregate Aircraft Borrowing Base of Existing Portfolio
	 	 	 	 
	Advance Rate for Aircraft to be Acquired
	 	 	 	 
	Individual Aircraft Borrowing Base of Aircraft to be Acquired 

Advance Amount
	 	 	 	 
	 
	 	 	 	 
	Individual Aircraft Borrowing Base Exceeded?
	 	 	 	 
	Outstanding Principal Balance post-Acquisition
	 	 	 	 
	Borrowing Base Deficiency?
	 	 	 	 
	 





Notes:



     (1) Additional Aircraft Concentration Type includes:




	 	•	 	Widebody Aircraft
	 
	 	•	 	Freighter Aircraft
	 
	 	•	 	Regional Jet Aircraft
	 
	 	•	 	Boeing Aircraft
	 
	 	•	 	Airbus Aircraft
	 
	 	•	 	Out-of-Production Aircraft
	 
	 	•	 	Other Manufacturer










 









 











ANNEX III




Modified and Additional Attachments




[To be attached]





 









 








ANNEX IV




FORM OF HOLDING PERIOD RELEASE REQUEST




HOLDING PERIOD RELEASE REQUEST




[Date]




CITIBANK, N.A.,

           as Administrative Agent for the Lenders

           under the Credit Agreement referred to below

2 Penns Way, Suite 100

New Castle, DE 19720

Attn: Dana Thompson

           Facsimile No.: 1-212-994-0961




DEUTSCHE BANK TRUST COMPANY AMERICAS,

          as Security Trustee and as Account Bank

          under the Credit Agreement referred to below

c/o Deutsche Bank National Trust Company

25 DeForest Avenue, MS 010105

Summit, NJ 07901

Attention: Trust and Securities/Structured Finance Services

          Facsimile No.: 1-212-553-2458




Ladies and Gentlemen:



The undersigned, Genesis Acquisition Limited, an exempted company incorporated and existing under
the laws of Bermuda (the “Borrower”), refers to that certain Credit Agreement dated as of
April 5, 2007 (as it may be amended, restated, supplemented and/or otherwise modified from time to
time, the “Credit Agreement”), among the Borrower, the Borrower Subsidiaries party thereto,
Genesis Lease Limited, as Manager, the Lenders party thereto from time to time, Citibank, N.A., as
Administrative Agent, and Deutsche Bank Trust Companies Americas, as Security Trustee and Account
Bank, and hereby gives you notice pursuant to Section 2.2(b) of the Credit Agreement that the
undersigned requests the release of funds of one or more Advances under the Credit Agreement, and
in that connection sets forth below the information relating to the release of proceeds of each
such Advance as required by Section 2.2(b) of the Credit Agreement (capitalized terms used herein
but not otherwise defined shall have the meanings set forth in the Credit Agreement):





	 	A.	 	[The Borrower requests the release of funds with respect to the Advance Request
dated                     , ___with respect to [number] [Aircraft]/[Aircraft Owning
Entities] as set forth in this Section A below:




 









 












	 	a.	 	The Release Date of funds from the Advance is to take place on
                    , ___.
	 
	 	b.	 	The aggregate principal amount of such funds to be released is
$                    .
	 
	 	c.	 	The Administrative Agent is to release the requested funds [at
[___]AM/PM, New York time]/[upon the Borrower communicating a time of release in a
manner mutually acceptable to the Borrower and the Administrative Agent].
	 
	 	d.	 	The Administrative Agent is to release the requested funds to the
following account:




Bank Name: [Insert]

Location: [Insert]

Account Name: [Insert]

Account #: [Insert]

ABA #: [Insert]

Ref.: [Insert]





	 	e.	 	The release of funds mentioned above is for the purpose of funding the
acquisition of [number] [Aircraft]/[Aircraft Owning Entities] as such
[Aircraft]/[Aircraft Owning Entities] are set forth in Annex I attached
hereto.
	 
	 	f.	 	Attached hereto as Annex II is a true and correct copy of the
Borrowing Base Certification required by Section 2.2(b) of the Credit Agreement.]






	 	B.	 	[The Borrower requests that the funds held by the Administrative Agent with
respect to the Advance Request dated                     , ___(the “Returned
Advance”) with respect to [number] [Aircraft]/[Aircraft Owning Entities] be
returned to the Lenders as set forth in this Section B below:






	 	a.	 	The date of the return of funds from the Returned Advance is to take
place by 2:00 p.m., New York time, on                     , ___.
	 
	 	b.	 	The aggregate principal amount of the funds under the Returned Advance
to be returned is $                    .
	 
	 	c.	 	The return of funds mentioned above is for the purpose of cancelling
the acquisition of [number] [Aircraft]/[Aircraft Owning Entities] as such
[Aircraft]/[Aircraft Owning Entities] are set forth in Annex I attached
hereto.]




The undersigned hereby certifies that the following statements are true in all material respects on
the date hereof, after giving effect to the release of the funds requested hereunder and the
consummation of the transactions contemplated in such release:





     (A) The Release Date is a Business Day;



 









 






     (B) The representations and warranties of the Borrower contained in Article VIII of the
Credit Agreement are true and correct in all material respects, with the same effect as
though made on such date (except, that any such representations or warranties expressly
stated by their terms to be made only at or as of one or more earlier dates or times, shall
be true and correct in all material respects only at or as of such earlier dates or times);




     (C) No Default or Event of Default, Manager Default, Servicer Termination Event, or
event that would constitute a Servicer Termination Event, but for the passage of time or the
giving of notice or both, has occurred and is continuing, or will result from the release of
the abovementioned; and




     (D) All conditions precedent contained in Section 6.2 of the Credit Agreement that do
not require the submission of documentary evidence have been satisfied.



 









 












	 	 	 	 	 
	Very truly yours,
 
	 
	 	GENESIS ACQUISITION LIMITED, as

Borrower

 	 
	 	By:  	
 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



 









 








ANNEX I




Schedule of Aircraft/Aircraft Owning Entities under this Holding Period Release Request




[To be completed by Borrower, as applicable]




 









 








ANNEX II




Form of Borrowing Base Certification




	 	 	 	 	 
	Advance Request Number
	 	 	 	 
	Date of Advance Request
	 	 	 	 
	Advance Date
	 	 	 	 
	 
	 
	 	 	 	 
	Aircraft Number
	 	 	 	 
	MSN
	 	 	 	 
	Engines
	 	 	 	 
	Date of Manufacture/Conversion
	 	 	 	 
	Purchase Date
	 	 	 	 
	Lessee
	 	 	 	 
	Lease Rental Amount
	 	 	 	 
	Rental Frequency
	 	 	 	 
	Lease Expiry Date
	 	 	 	 
	Lease Payment Currency
	 	 	 	 
	Security Deposit
	 	 	 	 
	Supplemental Rent
	 	 	 	 
	 
	 	 	 	 
	Aircraft Type
	 	 	 	 
	Aircraft Tier
	 	 	 	 
	Aircraft Tier Concentration Percentage
	 	 	 	 
	Aircraft Tier Concentration Limit Exceeded?
	 	 	 	 
	 
	 	 	 	 
	Aircraft Age
	 	 	 	 
	Aircraft Age Limit Exceeded?
	 	 	 	 
	Weighted Aircraft Portfolio Age Limit Exceeded?
	 	 	 	 
	 
	 	 	 	 
	Aircraft/Engine Combination Flown by More than Ten Operators?
	 	 	 	 
	More than 30% of Aircraft Type Flown by Three or Fewer Operators?
	 	 	 	 
	 
	 	 	 	 
	Event of Loss occurred?
	 	 	 	 
	 
	 	 	 	 
	Lessee
	 	 	 	 
	Single Lessee Concentration Limit Exceeded?
	 	 	 	 
	Special Consideration Country Lessee Limit Exceeded?
	 	 	 	 
	Three Largest Lessee’s Concentration Limit Exceeded?
	 	 	 	 






 









 






	 	 	 	 	 
	Country
	 	 	 	 
	“Prohibited Jurisdiction” under OFAC?
	 	 	 	 
	Prohibited Country?
	 	 	 	 
	Country Concentration Limit
	 	 	 	 
	Country Concentration Limit Exceeded?
	 	 	 	 
	 
	 	 	 	 
	Region
	 	 	 	 
	Region Concentration Limit
	 	 	 	 
	Region Concentration Limit Exceeded?
	 	 	 	 
	 
	 	 	 	 
	Additional Aircraft Concentration Type (1)
	 	 	 	 
	Additional Aircraft Concentration Limit
	 	 	 	 
	Additional Aircraft Concentration Limit Exceeded?
	 	 	 	 
	 
	 
	 	 	 	 
	Ratio of EBITDA to Interest Expense at least 1.5:1?

(does not apply for the
earlier of the first six months after the Closing Date)
	 	 	 	 
	 
	Documented Purchase Price
	 	 	 	 
	Current Market Value as of Initial Appraisal
	 	 	 	 
	Base Value as of Initial Appraisal
	 	 	 	 
	Date of Appraisal
	 	 	 	 
	Initial Agreed Value
	 	 	 	 
	 
	 	 	 	 
	Outstanding Principal Balance on Existing Portfolio
	 	 	 	 
	Aggregate Aircraft Borrowing Base of Existing Portfolio
	 	 	 	 
	 
	 	 	 	 
	Advance Rate for Aircraft to be Acquired
	 	 	 	 
	Individual Aircraft Borrowing Base of Aircraft to be Acquired

Advance Amount
	 	 	 	 
	 
	 	 	 	 
	Individual Aircraft Borrowing Base Exceeded?
	 	 	 	 
	Outstanding Principal Balance post-Acquisition
	 	 	 	 
	Borrowing Base Deficiency?
	 	 	 	 
	 





Notes:





	 	(2)	 	Additional Aircraft Concentration Type includes:






	 	•	 	Widebody Aircraft
	 
	 	•	 	Freighter Aircraft
	 
	 	•	 	Regional Jet Aircraft
	 
	 	•	 	Boeing Aircraft
	 
	 	•	 	Airbus Aircraft
	 
	 	•	 	Out-of-Production Aircraft
	 
	 	•	 	Other Manufacturer