EX-4.24.1






Exhibit 4.24.1




AMENDMENT NO. 1

TO CREDIT AGREEMENT




          AMENDMENT NO. 1 dated as of July 11, 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 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, Ross Leasing Limited (the “Borrower Subsidiary”) has entered into that certain Credit
Agreement Accession Agreement, dated as of the date hereof, pursuant to which the Borrower
Subsidiary has become a 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 clause (g)(ii) of the definition “Eligible Aircraft” by
inserting the words: “in the case of used Aircraft,” before the words “physical inspection
reports”.




	 	(ii)	 	Section 6.2(c)(xiv) is hereby amended by inserting the words:
“in the case of a used Aircraft,” before the words “the physical inspection
reports”.
	 
	 	(iii)	 	Section 9.31(a) is hereby amended by inserting the words: “of
Aircraft or” before the words “of Equity Interests”.





          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, the Majority Lender, the Security Trustee and the Account Bank. 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.





 









 








          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/ Brian Fitzpatrick
 

Name: Brian Fitzpatrick
	 	 
	 

	 	Title:   Attorney-in-fact	 	 






Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	ROSS LEASING LIMITED,

as Borrower Subsidiary	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Huib Van Doorn
 

Name: Huib Van Doorn
	 	 
	 

	 	Title:   Attorney-in-fact	 	 






Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	GENESIS LEASE LIMITED,

as Manager	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Alan Jenkins
 

Name: Alan Jenkins
	 	 
	 

	 	Title:   Chief Financial Officer	 	 






Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	CITIBANK, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Louise O’Mara
 

Name: Louise O’Mara
	 	 
	 

	 	Title:   Vice President	 	 






Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	CITIBANK, N.A.,

as Lender	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Louise O’Mara
 

Name: Louise O’Mara
	 	 
	 

	 	Title:   Vice President	 	 






Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Lender	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Mark A. Heberle
 

Name: Mark A. Heberle
	 	 
	 

	 	Title:   Managing Director	 	 






Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	VARIABLE FUNDING CAPITAL COMPANY
 LLC, as Lender	 	 
	 
	 	 	 	 
	 

	 	By: Wachovia Capital Markets, LLC

as attorney-in-fact	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Bryan P. McGrath
 

Name: Bryan P. McGrath
	 	 
	 

	 	Title:   Director	 	 






Amendment No. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Security Trustee and Account Bank	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Jenna Kaufman
 

Name: Jenna Kaufman
	 	 
	 

	 	Title:   Director	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ William Schwerdtman
 

Name: William Schwerdtman
	 	 
	 

	 	Title:   Associate	 	 






Amendment No. 1 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. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	ALLIANCE & LEICESTER COMMERCIAL 
FINANCE plc,
as Lender	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Martin Webb            /s/ Jonathan Marchant
 

Name: Martin Webb                    Jonathan Marchant
	 	 
	 

	 	Title:	 	 






Amendment No. 1 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. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	BTMU CAPITAL CORPORATION,

as Lender	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Cheryl A. Behan
 

Name: Cheryl A. Behan
	 	 
	 

	 	Title:   Senior Vice President	 	 






Amendment No. 1 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. 1 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. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	WESTLB AG, LONDON BRANCH,	 	 
	 

	 	as Lender	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Victoria Hartley
 

Name: Victoria Hartley
	 	 
	 

	 	Title:   Executive Director	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ John Swift
 

Name: John Swift
	 	 
	 

	 	Title:   Director	 	 






Amendment No. 1 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. 1 to Credit Agreement




 









 








	 	 	 	 	 
	 

	 	CALYON NEW YORK BRANCH,

as Documentation Agent and Lender	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Yevgeniya Levitin
 

Name: Yevgeniya Levitin
	 	 
	 

	 	Title:   Director	 	 
	 
	 	 	 	 
	 

	 	By:   /s/ Angel Naranjo
 

Name: Angel Naranjo
	 	 
	 

	 	Title:   Director	 	 






Amendment No. 1 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. 1 to Credit Agreement