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
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
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
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).
