DEPOSIT AGREEMENTDeposit Agreement • November 27th, 2006 • Genesis Lease LTD • New York
DEPOSIT AGREEMENTDeposit Agreement • November 28th, 2006 • Genesis Lease LTD • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2006 • Genesis Lease LTD • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2006, is entered into by and between Genesis Lease Limited, a Bermuda exempted company (including its successors, the “Company”), and GE Capital Equity Investments, Inc. (“GECEI”).
Dated May 7, 2008 GENESIS LEASE LIMITEDSupplemental Agreement • May 7th, 2008 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
TRUST INDENTURE dated as of [__________], 2006 among GENESIS FUNDING LIMITED, as the Issuer DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Operating Bank and Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Cash Manager PK AIRFINANCE US, INC., as...Trust Indenture • November 27th, 2006 • Genesis Lease LTD
This TRUST INDENTURE, dated as of [__________], 2006 (this “Indenture”), is made among GENESIS FUNDING LIMITED, a Bermuda exempted company (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Cash Manager (the “Cash Manager”), PK AIRFINANCE US, INC., a Delaware corporation (together with its successors and permitted assigns, the “Initial Liquidity Facility Provider”) and FINANCIAL GUARANTY INSURANCE COMPANY, a New York stock insurance company (the “Policy Provider”).
CASH MANAGEMENT AGREEMENT Dated as of [ ], 2006 among GENESIS FUNDING LIMITED, as the Issuer THE ISSUER SUBSIDIARIES IDENTIFIED HEREIN, DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the Trustee and the Security Trustee and DEUTSCHE BANK...Cash Management Agreement • November 27th, 2006 • Genesis Lease LTD
This CASH MANAGEMENT AGREEMENT, dated as of [ ], 2006 (this “Agreement”), is made among GENESIS FUNDING LIMITED, a Bermuda exempted company (the “Issuer”), each ISSUER SUBSIDIARY signatory to this Agreement or that accedes to this Agreement pursuant to an Accession Agreement in the form of Exhibit A hereto (an “Accession Agreement”); DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the trustee under the Indenture (the “Trustee”) and as the security trustee under the Security Trust Agreement (the “Security Trustee”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Cash Manager (the “Cash Manager”).
RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • November 27th, 2006 • Genesis Lease LTD
THIS AGREEMENT (the “Award Agreement”), is made effective as of the ___ day of ___________, 2006, (the “Date of Grant”), between Genesis Lease Limited, a Bermuda company (the “Company”), and __________________ (the “Participant”):
AGREEMENT AND PLAN OF AMALGAMATION Dated as of September 17, 2009 Among GENESIS LEASE LIMITED, AERCAP HOLDINGS N.V. and AERCAP INTERNATIONAL BERMUDA LIMITEDAgreement and Plan of Amalgamation • September 18th, 2009 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
AGREEMENT AND PLAN OF AMALGAMATION, dated as of September 17, 2009 (this “Agreement”), among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”) and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Certain capitalized terms used herein have the meanings assigned to them in Section 9.13(a) or elsewhere in this Agreement as described in Section 9.13(b).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 6th, 2009 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
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”).
Dated November 2006 GENESIS LEASE LIMITED and JOHN MCMAHONEmployment Agreement • November 27th, 2006 • Genesis Lease LTD
GENESIS FUNDING LIMITED FINANCIAL GUARANTY INSURANCE COMPANY CITIGROUP GLOBAL MARKETS INC. WACHOVIA CAPITAL MARKETS LLC CREDIT SUISSE SECURITIES (USA), INC. $810,000,000 CLASS G-1 FLOATING RATE ASSET BACKED NOTES SERIES 2006-1 INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2006 • Genesis Lease LTD • New York
INDEMNIFICATION AGREEMENT, dated as of November [__], 2006 (this “Indemnification Agreement”), by and among GENESIS FUNDING LIMITED (the “Issuer”), FINANCIAL GUARANTY INSURANCE COMPANY (“FGIC”) and CITIGROUP GLOBAL MARKETS INC., WACHOVIA CAPITAL MARKETS LLC, J.P. MORGAN SECURITIES INC. AND CREDIT SUISSE SECURITIES (USA), INC. (the “Initial Purchasers”).
GENESIS LEASE LIMITEDUnderwriting Agreement • December 7th, 2006 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
Citigroup Global Markets Inc. J.P. Morgan Securities Inc. As Representatives of the several Underwriters, ℅ Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 6th, 2009 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
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”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF AMALGAMATIONAgreement and Plan of Amalgamation • February 2nd, 2010 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
This Amendment No. 1 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 1, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF AMALGAMATIONAgreement and Plan of Amalgamation • February 18th, 2010 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
This Amendment No. 2 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 18, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 6th, 2009 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
AMENDMENT NO. 4 dated as of March 3, 2009 (this “Amendment”) to CREDIT AGREEMENT, dated as of April 5, 2007 (as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”), among GENESIS ACQUISITION LIMITED (the “Borrower”), GENESIS LEASE LIMITED (the “Manager”), the LENDERS party thereto (the “Lenders”), CITIBANK, N.A. (the “Administrative Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Security Trustee” and the “Account Bank”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 27th, 2006 • Genesis Lease LTD
THIS AGREEMENT (the “Award Agreement”), is made effective as of the _____ day of ________, 2006, (hereinafter called the “Date of Grant”), between Genesis Lease Limited, a Bermuda company (hereinafter called the “Company”), and _______ (hereinafter called the “Participant”):
PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • November 27th, 2006 • Genesis Lease LTD • New York
PRIVATE PLACEMENT AGREEMENT dated as of November 26, 2006, by and among GE Capital Equity Investments, Inc. (the “Purchaser”), and Genesis Lease Limited, a Bermuda exempted company (the “Company”).
REVOLVING CREDIT AGREEMENT Dated as of [__________], 2006 among GENESIS FUNDING LIMITED as Borrower PK AIRFINANCE US, INC. as Liquidity Facility Provider and DEUTSCHE BANK TRUST COMPANY AMERICAS as Cash Manager Relating to Genesis Funding Limited...Revolving Credit Agreement • November 27th, 2006 • Genesis Lease LTD • New York
Indenture, (b) no portion of such amount shall be applied by the Cash Manager for any other purpose, and (c) no portion of such amount until so applied shall be commingled with other funds held by the Cash Manager.
Dated [•] November 2006 AIB INTERNATIONAL FINANCIAL SERVICES LIMITED AND GENESIS LEASE LIMITED (in relation to the provision of services to Genesis Lease Limited in respect of Genesis Funding Limited) CORPORATE SERVICES AGREEMENTGenesis Lease Limited • November 27th, 2006 • Genesis Lease LTD
AIB INTERNATIONAL FINANCIAL SERVICES LIMITED having its registered office at AIB International Centre, International Financial Services Centre, Dublin 1 (“AIBIFS”);
SECURITY TRUST AGREEMENT Dated as of April 5, 2007 among GENESIS ACQUISITION LIMITED and THE ADDITIONAL GRANTORS REFERRED TO HEREIN as the Grantors, and CITIBANK, N.A., as Administrative Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Security...Security Trust Agreement • April 12th, 2007 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
This SECURITY TRUST AGREEMENT (this “Agreement”), dated as of April 5, 2007, is made among GENESIS ACQUISITION LIMITED, an exempt company organized and existing under the laws of Bermuda (the “Borrower”), the Aircraft Owning Entities, the Owner Trusts, the Applicable Intermediaries and other direct or indirect Subsidiaries of the Borrower listed on the signature pages of, or who otherwise become grantors under, this Agreement (each, a “Borrower Subsidiary”), the Owner Trustees listed on the signature pages of, or who otherwise become grantors under, this Agreement (such Owner Trustees, together with the Borrower Subsidiaries and the Borrower, each a “Grantor” and collectively the “Grantors”), CITIBANK, N.A. (“CNA”), as administrative agent (the “Administrative Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“DBTCA”), as security trustee (in such capacity, the “Security Trustee”) and account bank (in such capacity, the “Account Bank”).
Dated 15 September 2008 GENESIS PORTFOLIO FUNDING I LIMITED and others arranged by DVB BANK AG, HSH NORDBANK AG and KFW IPEX-BANK GMBH as Arrangers and Underwriters and HSH NORDBANK AG as Facility Agent and Security Trustee DEED OF PROCEEDS AND...Lease Agreement • November 10th, 2008 • Genesis Lease LTD • Services-equipment rental & leasing, nec
Dated November 2006 GENESIS LEASE LIMITED and ALAN JENKINSEmployment Agreement • November 27th, 2006 • Genesis Lease LTD
TRANSITIONAL SUPPORT AGREEMENT BETWEEN GE COMMERCIAL AVIATION SERVICES LIMITED AND GENESIS LEASE LIMITED Dated ____________, 2006Transitional Support Agreement • December 7th, 2006 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
FORM OF DIRECTOR SERVICE AGREEMENTForm of Director Service Agreement • November 27th, 2006 • Genesis Lease LTD
Genesis Lease Limited, a company incorporated under the laws of Bermuda with its principal executive office located at c/o A&L Goodbody, 25/28 North Wall Quay, Dublin 1, Ireland (the “Company”); and
ASSET PURCHASE AGREEMENT dated as of [__________], 2006 among GENERAL ELECTRIC CAPITAL CORPORATION, THE OTHER SELLERS LISTED ON SCHEDULE 1 HERETO and GENESIS FUNDING LIMITEDAsset Purchase Agreement • November 27th, 2006 • Genesis Lease LTD • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of [__________], 2006 among: (i) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation; (ii) THE OTHER SELLERS LISTED ON SCHEDULE 1 HERETO; and (iii) GENESIS FUNDING LIMITED, a Bermuda exempted company.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 6th, 2009 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
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”).
AMALGAMATION PROPOSAL—YOUR VOTE IS VERY IMPORTANTAmalgamation Agreement • February 9th, 2010 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
This summary highlights the material information in this proxy statement/prospectus. To fully understand the proposals, and for a more complete description of the terms of the Agreement and Plan of Amalgamation (as amended, the "Amalgamation Agreement") entered into by and between Genesis Lease Limited ("Genesis"), AerCap Holdings N.V. ("AerCap") and AerCap International Bermuda Limited ("AerCap International"), pursuant to which Genesis will amalgamate with AerCap International (the "Amalgamation"), you should read carefully this entire document, including the exhibits and documents incorporated by reference herein, and the other documents referred to herein. For information on how to obtain the documents that are on file with the Securities and Exchange Commission (the "SEC"), see the section of this proxy statement/prospectus entitled "Where You Can Find More Information" beginning on page 153.
Conyers Dill & PearmanGenesis Lease LTD • November 27th, 2006
We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on form F-1 filed with the U.S. Securities and Exchange Commission (the ‘‘Commission’’) on or about 27 November 2006 (the ‘‘Registration Statement’’ which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the ‘‘Securities Act’’) of common shares of the Company, par value US$0.001 each, all of which are being offered by the Company, together with additional common shares, par value US$0.001 each, subject to an over-allotment option granted to the underwriters by the Company (together such common shares, the ‘‘Common Shares’’).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 4th, 2009 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
AMENDMENT NO. 4 dated as of March 3, 2009 (this “Amendment”) to CREDIT AGREEMENT, dated as of April 5, 2007 (as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”), among GENESIS ACQUISITION LIMITED (the “Borrower”), GENESIS LEASE LIMITED (the “Manager”), the LENDERS party thereto (the “Lenders”), CITIBANK, N.A. (the “Administrative Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Security Trustee” and the “Account Bank”).
To: GE Commercial Aviation Services Limited Aviation House Shannon, Co. Clare, IrelandGenesis Lease LTD • December 7th, 2006 • Services-equipment rental & leasing, nec
We refer to the (1) Underwriting Agreement dated as of , 2006 (the ‘‘Underwriting Agreement’’), pursuant to which Genesis Lease Limited, a Bermuda company (the ‘‘Company’’), will sell of its common shares ( with full exercise of the underwriters’ over-allotment option) in the form of American Depositary Shares (‘‘ADSs’’) in an initial public offering of the Company (the ‘‘IPO’’), (2) the purchase agreement, dated November 21, 2006, pursuant to which Genesis Funding Limited (‘‘Genesis Funding’’), a subsidiary of the Company, agreed to sell floating-rate aircraft lease-backed notes in a securitization transaction (the ‘‘Securitization’’), (3) the private placement agreement, dated November , 2006, between GE Capital Equity Investments, Inc. and the Company, pursuant to which GE Capital Equity Investments, Inc. will purchase ADSs from the Company in a private placement (the ‘‘Private Placement’’), (4) the asset purchase agreement, dated , 2006 among General Electric Capital Corporation, t
Genesis Lease Limited Letterhead]Genesis Lease LTD • November 27th, 2006
Reference is made to the Master Servicing Agreement, dated as of _____, 2006 (the “Master Servicing Agreement”), between GE Commercial Aviation Services Limited, an Irish limited liability company (together with GE Commercial Aviation Services LLC, collectively, “GECAS”), and Genesis Lease Limited, a Bermudian limited liability company (“Genesis”). In consideration of the execution and delivery of the Master Servicing Agreement, the parties hereto wish to confirm certain additional agreements between them as set forth below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2006 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York
This Indemnification Agreement (this "Agreement") is made as of this • day of • , 2006, between GE Commercial Aviation Services Limited ("GECAS") and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. for themselves and as representatives of the Underwriters (as defined below).
SCHEDULE to the ISDA 2002 Master Agreement dated as of [ ], 2006 between CITIBANK, N.A., a national banking association organized under the laws of the United States (“Party A”) and GENESIS FUNDING LIMITED, a Bermuda exempted company (“Party B”)Master Agreement • November 27th, 2006 • Genesis Lease LTD • New York
SERVICING AGREEMENT among GE COMMERCIAL AVIATION SERVICES LIMITED, GENESIS FUNDING LIMITED and FINANCIAL GUARANTY INSURANCE COMPANYServicing Agreement • November 27th, 2006 • Genesis Lease LTD
SERVICING AGREEMENT dated as of _______ __, 2006, among GE COMMERCIAL AVIATION SERVICES LIMITED, a company incorporated under the laws of Ireland (the “Servicer”), GENESIS FUNDING LIMITED, a limited liability company incorporated under the laws of Bermuda (“GFL”), and Financial Guaranty Insurance Company, a New York stock insurance company (the “Policy Provider”). For the consideration set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Servicer and GFL agree as follows:
