AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 4.24.1
AMENDMENT NO. 1
TO CREDIT AGREEMENT
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, Xxxx 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 |
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| By: /s/ Xxxxx Xxxxxxxxxxx
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| Title: Attorney-in-fact |
Amendment No. 1 to Credit Agreement
| XXXX LEASING LIMITED, as Borrower Subsidiary |
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| By: /s/ Xxxx Xxx Xxxxx
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| Title: Attorney-in-fact |
Amendment No. 1 to Credit Agreement
| GENESIS LEASE LIMITED, as Manager |
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| By: /s/ Xxxx Xxxxxxx
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| Title: Chief Financial Officer |
Amendment No. 1 to Credit Agreement
| CITIBANK, N.A., as Administrative Agent |
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| By: /s/ Xxxxxx X’Xxxx
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| Title: Vice President |
Amendment No. 1 to Credit Agreement
| CITIBANK, N.A., as Lender |
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| By: /s/ Xxxxxx X’Xxxx
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| Title: Vice President |
Amendment No. 1 to Credit Agreement
| WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender |
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| By: /s/ Xxxx X. Xxxxxxx
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| Title: Managing Director |
Amendment No. 1 to Credit Agreement
| VARIABLE FUNDING CAPITAL COMPANY LLC, as Lender |
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| By: Wachovia Capital Markets, LLC as attorney-in-fact |
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| By: /s/ Xxxxx X. XxXxxxx
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| Title: Director |
Amendment No. 1 to Credit Agreement
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Security Trustee and Account Bank |
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| By: /s/ Xxxxx Xxxxxxx
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| Title: Director | ||||
| By: /s/ Xxxxxxx Xxxxxxxxxxx
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| Title: Associate |
Amendment No. 1 to Credit Agreement
| ALLIED IRISH BANKS, p.l.c., as Lender |
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| By: /s/ Xxxxxxx Xxxxx
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| Title: Senior Vice President | ||||
| By: /s/ Xxxxxxx Xxxx
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| Title: Senior Vice President |
Amendment No. 1 to Credit Agreement
| ALLIANCE & LEICESTER COMMERCIAL FINANCE plc, as Lender |
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| By: /s/ Xxxxxx Xxxx /s/ Xxxxxxxx Xxxxxxxx
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| Title: |
Amendment No. 1 to Credit Agreement
| THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, as Lender |
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| By: /s/ Xxxxxx Xxxxxxx
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| Title: Associate Director |
Amendment No. 1 to Credit Agreement
| BTMU CAPITAL CORPORATION, as Lender |
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| By: /s/ Xxxxxx X. Xxxxx
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| Title: Senior Vice President |
Amendment No. 1 to Credit Agreement
| BAYERISCHE HYPO-UND VEREINSBANK AG, LONDON BRANCH, as Lender |
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| By: /s/ Xxxx Xxxxxxxxxxxx
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| Title: Vice President | ||||
| By: /s/ Xxxxxxxx Xxxxxxx
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| Title: Director |
Amendment No. 1 to Credit Agreement
| LANDESBANK BADEN WÜRTTEMBERG, as Lender |
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| By: /s/ Xxxxxx Xxxxxxxxxxxx
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| Title: Vice President | ||||
| By: /s/ Xxxxxxxxx Xxxxxx
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| Title: SPM |
Amendment No. 1 to Credit Agreement
| WESTLB AG, LONDON BRANCH, | ||||
| as Lender | ||||
| By: /s/ Xxxxxxxx Xxxxxxx
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| Title: Executive Director | ||||
| By: /s/ Xxxx Xxxxx
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| Title: Director |
Amendment No. 1 to Credit Agreement
| BAYERISCHE LANDESBANK, as Lender |
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| By: /s/ Xxxxxxxxx Xxxx
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| Title: First Vice President | ||||
| By: /s/ Xxxxxx Xxxxx
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| Title: Vice President |
Amendment No. 1 to Credit Agreement
| CALYON NEW YORK BRANCH, as Documentation Agent and Lender |
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| By: /s/ Xxxxxxxxx Xxxxxxx
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| Title: Director | ||||
| By: /s/ Xxxxx Xxxxxxx
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| Title: Director |
Amendment No. 1 to Credit Agreement
| DEKABANK DEUTSCHE GIROZENTRALE, as Lender |
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| By: /s/ Xxxxxxxx Xxxxx
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| Title: First Vice President | ||||
| By: /s/ Xxxxxxx Xxxxx
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| Title: Assistant Vice President |
Amendment No. 1 to Credit Agreement
