DEPOSIT AGREEMENTDeposit Agreement • November 27th, 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”).
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”):
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”).
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”);
Dated November 2006 GENESIS LEASE LIMITED and ALAN JENKINSEmployment Agreement • November 27th, 2006 • Genesis Lease LTD
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.
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’’).
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.
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:
MANAGEMENT AGREEMENT 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, FINANCIAL GUARANTY INSURANCE COMPANY as the...Management Agreement • November 27th, 2006 • Genesis Lease LTD
THIS MANAGEMENT AGREEMENT (this “Agreement”) dated as of [ ], 2006, is made among GENESIS FUNDING LIMITED (the “Issuer”), a Bermuda exempted company, each ISSUER SUBSIDIARY signatory to this Agreement or that becomes a party under Section 5.06 hereof (collectively with the Issuer, the “Issuer Group”), 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”), FINANCIAL GUARANTY INSURANCE COMPANY, as the policy provider (the “Policy Provider”), GENESIS LEASE LIMITED, in its capacity as Manager (the “Manager”) and PHOENIX AMERICAN FINANCIAL SERVICES, INC., in its capacity as Replacement Manager (the “Replacement Manager”).
Dated [•] November 2006 AIB INTERNATIONAL FINANCIAL SERVICES LIMITED AND GENESIS LEASE LIMITED CORPORATE SERVICES AGREEMENTCorporate Services Agreement • 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”);
MASTER SERVICING AGREEMENT between GE COMMERCIAL AVIATION SERVICES LIMITED and GENESIS LEASE LIMITEDMaster Servicing Agreement • November 27th, 2006 • Genesis Lease LTD
MASTER SERVICING AGREEMENT dated as of _______ __, 2006, between GE COMMERCIAL AVIATION SERVICES LIMITED, a company incorporated under the laws of Ireland (the “Servicer”) and GENESIS LEASE LIMITED, a limited liability company incorporated under the laws of Bermuda (“Genesis”). For the consideration set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Servicer and Genesis agree as follows:
SECURITY TRUST AGREEMENT Dated as of [__________], 2006 between GENESIS FUNDING LIMITED and THE ADDITIONAL GRANTORS REFERRED TO HEREIN as the Grantors and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Security Trustee, the Cash Manager and the...Security Trust Agreement • November 27th, 2006 • Genesis Lease LTD • New York
This SECURITY TRUST AGREEMENT (this “Agreement”), dated as of [__________], 2006, is made between GENESIS FUNDING LIMITED, a Bermuda exempted company (the “Issuer”), the ISSUER SUBSIDIARIES listed on the signature pages of, or who otherwise become grantors under, this Agreement (the “Issuer Subsidiaries”, and together with the Issuer, the “Grantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“DBTCA”) as the Security Trustee, the Cash Manager and the Operating Bank.
