-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Evh4zYPRZVJH83mUB2do4niXXCJijpvGJL3XBYqRwi3cNwCrOyn48WNBG3zCmqIS yCrsQc5j72HtkTu1ONRLlw== 0000950136-06-010541.txt : 20061222 0000950136-06-010541.hdr.sgml : 20061222 20061222140924 ACCESSION NUMBER: 0000950136-06-010541 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Lease LTD CENTRAL INDEX KEY: 0001369824 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 980512319 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82261 FILM NUMBER: 061296469 BUSINESS ADDRESS: STREET 1: ROSELAWN HOUSE, UNIV. BUSINESS COMPLEX STREET 2: NATIONAL TECHNOLOGY PARK CITY: LIMERICK STATE: L2 ZIP: 00000 BUSINESS PHONE: 353-61-633-333 MAIL ADDRESS: STREET 1: ROSELAWN HOUSE, UNIV. BUSINESS COMPLEX STREET 2: NATIONAL TECHNOLOGY PARK CITY: LIMERICK STATE: L2 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE CAPITAL EQUITY INVESTMENTS INC CENTRAL INDEX KEY: 0001093083 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 061268495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033576839 MAIL ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13D 1 file1.htm

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Genesis Lease Limited

(Name of Issuer)

American Depositary Receipts representing Common Shares

(Title of Class of Securities)

37183T107

(CUSIP Number)


Barbara A. Lane GE Capital Equity Investments, Inc.	David Lefkowitz, Esq. Boris Dolgonos, Esq.
120 Long Ridge Road	Weil, Gotshal & Manges LLP
Stamford, Connecticut 06927	767 5th Avenue
(203) 357-4000	New York, New York 10153
	(212) 310-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 19, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 37183T107

	1.	Name of Reporting Person. I.R.S. Identification No. of above person (entities only) GE Capital Equity Investments, Inc. 06-1268495

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

	6.	Citizenship or Place of Organization State of New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 3,450,000

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,450,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 3,450,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	13.	Percent of Class Represented by Amount in Row (11) Common Stock: 11.0%

	14.	Type of Reporting Person (See Instructions) CO


CUSIP No. 37183T107

	1.	Name of Reporting Person. I.R.S. Identification No. of above person (entities only) General Electric Capital Corporation 13-1500700

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

	6.	Citizenship or Place of Organization State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 3,450,000

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,450,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 3,450,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	13.	Percent of Class Represented by Amount in Row (11) Common Stock: 11.0%

	14.	Type of Reporting Person (See Instructions) CO


CUSIP No. 37183T107

	1.	Name of Reporting Person. I.R.S. Identification No. of above person (entities only) General Electric Capital Services, Inc. 06-1109503

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

	6.	Citizenship or Place of Organization State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 3,450,000

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,450,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 3,450,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	13.	Percent of Class Represented by Amount in Row (11) Common Stock: 11.0%

	14.	Type of Reporting Person (See Instructions) CO


CUSIP No. 37183T107

	1.	Name of Reporting Person. I.R.S. Identification No. of above person (entities only) General Electric Company 14-0689340

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

	6.	Citizenship or Place of Organization State of New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 3,450,000

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,450,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 3,450,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	13.	Percent of Class Represented by Amount in Row (11) Common Stock: 11.0%

	14.	Type of Reporting Person (See Instructions) CO


Item 1.	Security and Issuer
This statement on Schedule 13D relates to the American Depositary Receipts ("ADRs"), each representing one common share, par value $0.001, of Genesis Lease Limited, a Bermuda company ("Genesis"). The principal executive office of Genesis is located at Roselawn House, University Business Complex, National Technology Park, Limerick, Ireland.

Item 2.	Identity and Background
This statement is filed by GE Capital Equity Investments, Inc. ("GECEI"), for and on behalf of itself, General Electric Capital Corporation ("GE Capital"), General Electric Capital Services, Inc. ("GECS") and General Electric Company ("GE" and, collectively with GECEI, GE Capital and GECS, the "Reporting Persons"). GECS is a subsidiary of GE, GE Capital is a subsidiary of GECS and GECEI is a subsidiary of GE Capital.
GECEI is a Delaware corporation with its principal executive offices located at 120 Long Ridge Road, Stamford, Connecticut 06927. The principal business activities of GECEI are the making, managing and disposing of investments in private and public companies.
GE Capital, together with its affiliates, operates primarily in the financing industry and, to a lesser degree, in the life insurance and property/casualty insurance industries and maintains its principal executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a holding company which owns all the common stock of GE Capital and other subsidiaries.
GE is a New York corporation with its principal executive office located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services.
(a), (b), (c) and (f) For information with respect to the identity and background of each executive officer and director of each Reporting Person, see Schedules I, II, III and IV attached hereto, respectively.
(d) and (e) During the last five years, none of the Reporting Persons or, to the best of their knowledge, any person identified in Schedules I through IV has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
This statement is being filed while the Reporting Persons are in the process of verifying information required herein from their respective directors and executive officers. If the Reporting Persons obtain information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed disclosing such change.

Item 3.	Source and Amount of Funds or Other Consideration
Cash on hand.

Item 4.	Purpose of Transaction
GECEI acquired its ADRs in a private placement in connection with a group of transactions, including the initial public offering of Genesis, pursuant to which Genesis acquired (through its subsidiaries) a portfolio of aircraft from subsidiaries of GE. The proceeds of the private placement were applied by Genesis toward the payment of the purchase price for the acquisition of such aircraft. (a) If the underwriters of Genesis's initial public offering exercise their option to purchase additional ADRs to cover over-allotments, GECEI has agreed to purchase from Genesis, as part of the private placement, an additional number of ADRs such that, following such exercise and purchase, it will continue to hold approximately 11% of the issued and outstanding ADRs.
(b)-(j) Not applicable.


Item 5.	Interest in Securities of the Issuer
(a) The response of the Reporting Persons to Rows (11) through (13) of the cover pages of this statement on Schedule 13D are incorporated herein by reference. The Reporting Persons are the beneficial owners of 3,450,000 ADRs. Such ADRs represent approximately 11.0% of Genesis’s outstanding ADRs, based on the number of ADRs outstanding following the consummation of Genesis’s initial public offering on December 19, 2006.
(b) The Reporting Persons have the shared power to direct the vote and the disposition of the 3,450,000 ADRs held by GECEI.
(c) Other than the acquisition of the 3,450,000 ADRs consummated on December 19, 2006, no Reporting Person has effected any other transactions in Genesis’s ADRs during the past 60 days.
(d) - (e) Not applicable.


Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
In connection with the acquisition of the ADRs, GECEI entered into a private placement agreement and a registration rights agreement with Genesis. If the underwriters for Genesis's initial public offering exercise their option to purchase additional ADRs to cover over-allotments, GECEI has agreed to purchase from Genesis, pursuant to the private placement agreement, an additional number of ADRs such that, following such exercise and purchase, GECEI will continue to hold 11% of the issued and outstanding ADRs. In addition to a 180-day lock-up applicable to all of the ADRs held by GECEI to which it has agreed to be subject with the representatives of the underwriters for Genesis’s initial public offering, GECEI has agreed with Genesis in the private placement agreement not to offer, sell, contract to sell, transfer, pledge, dispose of or hedge directly or indirectly 2,000,000 of Genesis’s common shares or ADRs or any securities convertible into or exchangeable for such number of Genesis’s common shares or ADRs for a period of two years from December 13, 2006, other than dispositions to an affiliate of GE provided that such affiliate agrees to the same transfer restrictions on any common shares or ADRs that it receives. The registration rights agreement provides that, upon the request of GECEI, at any time beginning 180 days after December 13, 2006, Genesis will file one or more registration statements to register the ADRs held by GECEI under the Securities Act of 1933 for resale at any time and from time to time by GECEI. In the registration rights agreement Genesis has agreed to pay expenses in connection with such registration and resale (excluding underwriters' discounts and commissions) and has indemnified GECEI for material misstatements or omissions in the registration statement.

Item 7.	Material to Be Filed as Exhibits
1. Private Placement Agreement dated as of November 26, 2006, by and between GE Capital Equity Investments, Inc. and Genesis Lease Limited.
2. Registration Rights Agreement dated as of December 19, 2006 by and between GE Capital Equity Investments, Inc. and Genesis Lease Limited.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certify as of December 21, 2006 that the information set forth in this statement is true, complete and correct.


General Capital Equity Investments, Inc.

By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Assistant Secretary

General Electric Capital Corporation

By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

General Electric Capital Services, Inc.

By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

General Electric Company

By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

SCHEDULE I

GE CAPITAL EQUITY INVESTMENT, INC.

OFFICERS AND DIRECTORS


Name	Principal Occupation
Ronald J. Herman, Jr.	Director and President 201 Merritt 7 Norwalk, CT 06851

Andrea Assarat	Managing Director 201 Merritt 7 Norwalk, CT 06851

Sherwood Dodge	Managing Director 201 Merritt 7 Norwalk, CT 06851

Michael Fisher	Managing Director 201 Merritt 7 Norwalk, CT 06851

Lorraine Hliboki	Managing Director 201 Merritt 7 Norwalk, CT 06851

Karen Rode	Managing Director 500 W. Monroe Chicago, IL 60661

John W. Campo, Jr.	Managing Director, General Counsel & Secretary 201 Merritt 7 Norwalk, CT 06851

Frank Ertl	Managing Director, Chief Financial Officer & Treasurer 201 Merritt 7 Norwalk, CT 06851

Gustavo Arnaiz	Senior Vice President Ing. Butty 240 Piso 11 Buenos Aires C1001AFB Argentina

Mark Chen	Senior Vice President Room 3303-3308, 33^rd Floor One Exchange Hong Kong




Michael Donnelly	Senior Vice President 201 Merritt 7 Norwalk, CT 06851

Bruce Ingram	Senior Vice President 500 W. Monroe Chicago, IL 60661

Patrick Kocsi	Senior Vice President 201 Merritt 7 Norwalk, CT 06851

Barbara A. Lane	Assistant Secretary 201 Merritt 7 Norwalk, CT 06851

Jonus Svedlund	Assistant Secretary 201 Merritt 7 Norwalk, CT 06851

Guille Tribe	Assistant Secretary 201 Merritt 7 Norwalk, CT 06851

Ann E. Jerge	Assistant Secretary 201 Merritt 7 Norwalk, CT 06851

	Citizenship

	Patrick Kocsi	Austria
	Gustavo Arnaiz	Argentina
	Jonus Svedlund	Sweden

SCHEDULE II

GENERAL ELECTRIC CAPITAL CORPORATION

SENIOR OFFICERS AND DIRECTORS


Name and Corporate Title	Principal Occupation

Charles E. Alexander Director	President GE Capital -Europe 6-12 Clarges Street, Clarges House London, W1Y 8DH England

Jeffrey S. Bornstein Director	Vice President, Chief Financial Officer GE Commercial Finance 260 Long Ridge Road Stamford, CT 06927

Kathryn A. Cassidy Director	Vice President, Corp GE Treasury GE Commercial Finance 201 High Ridge Road Stamford, CT 06927
James A. Colica Director	Vice President, Global Risk Management GE Corporate 260 Long Ridge Road Stamford, CT 06828

Pamela Daley Director	Sr. Vice President-Corporate Business Development GE Company 3135 Easton Turnpike Fairfield, CT 06828

Brackett B. Denniston Director	Sr. Vice President-General Counsel GE Company 3135 Easton Turnpike Fairfield, CT 06828

Jeffrey R. Immelt Director	Chairman and CEO General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Michael A. Neal Director	President & CEO GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851

David R. Nissen Director	President & CEO GE Consumer Finance 1600 Summer Street Stamford, CT 06927


Name and Corporate Title	Principal Occupation

Ronald R. Pressman Director	President & CEO GE Asset Management 3003 Summer St. Stamford, CT 06904

Deborah M. Reif Director	President & CEO, Equipment Services GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927

John G. Rice Director	Vice Chairman, President & CEO GE Infrastructure 4200 Wildwood Parkway Atlanta, GA 30339

John M. Samuels Director	Vice President & Senior Tax Counsel General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Keith S. Sherin Director	Chief Financial Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Lloyd G. Trotter Director	Vice Chairman, President & CEO GE Industrial GE Company 3135 Easton Tpke. Fairfield, CT 06828

Robert C. Wright Director	Chairman & CEO National Broadcasting Company, 30 Rockefeller Plaza New York, NY 10112
__________________________________

Jeffrey R. Immelt Chief Executive Officer	Chairman and CEO General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Michael A. Neal Chairman	President & CEO GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851

Keith S. Sherin Chief Financial Officer	Chief Financial Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06828


Name and Corporate Title	Principal Occupation

Michael A. Neal President	President & CEO GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851

David R. Nissen President	President & CEO GE Consumer Finance 1600 Summer Street Stamford, CT 06927

Deborah M. Reif Executive Vice President	President & CEO, Equipment Services GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927

Kathryn A. Cassidy Senior Vice President	Vice President, Treasury GE Commercial Finance 201 High Ridge Road Stamford, CT 06927

Jeffrey S. Bornstein Senior Vice President, Finance	Vice President, Chief Financial Officer GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851

James A. Colica Senior Vice President	Vice President, Global Risk Management GE Corporate 260 Long Ridge Road Stamford, CT 06927

Richard D'Avino Senior Vice President, Taxes	Senior Vice President, Taxes GE Corporate 120 Long Ridge Road Stamford, CT 06927

Philip D. Ameen Comptroller	Comptroller GE Company 3135 Easton Turnpike Fairfield, CT 06431

Craig T. Beazer Vice President, General Counsel & Secretary	Vice President, General Counsel and Secretary GE Corporate GE Company 3135 Easton Turnpike Fairfield, CT 06828

	Citizenship

	Charles E. Alexander	United Kingdom
	All Others	U.S.A.

SCHEDULE III

GENERAL ELECTRIC CAPITAL SERVICES, INC. SENIOR OFFICERS AND DIRECTORS


Name and Corporate Title	Principal Occupation

Charles E. Alexander Director	President GE Capital Corporation-Europe 6-12 Clarges Street, Clarges House London, W1Y 8DH England

Jeffrey S. Bornstein Director	Vice President, Chief Financial Officer GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851

Kathryn A. Cassidy Director	Vice President, Corporate Treasury GE Commercial Finance 201 High Ridge Road Stamford, CT 06927

James A. Colica Director	Vice President, Global Risk Management GE Corporate 260 Long Ridge Road Stamford, CT 06828

Pamela Daley Director	Sr. Vice President-Corporate Business Development GE Company 3135 Easton Turnpike Fairfield, CT 06828

Brackett B. Denniston Director	Sr. Vice President-General Counsel GE Company 3135 Easton Turnpike Fairfield, CT 06828

Jeffrey R. Immelt Director	Chairman and CEO General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Michael A. Neal Director	President & CEO GE Commercial Finance 260 Long Ridge Road Stamford, CT 06927

David R. Nissen Director	President & CEO GE Consumer Finance 1600 Summer Street Stamford, CT 06927


Name and Corporate Title	Principal Occupation

Ronald R. Pressman Director	President & CEO GE Asset Management 3003 Summer St. Stamford, CT 06904

Deborah M. Reif Director	President & CEO, Equipment Services GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927

John G. Rice Director	Vice Chairman, President & CEO GE Infrastructure 4200 Wildwood Parkway Atlanta, GA 30339

John M. Samuels *Director*	Vice President & Senior Tax Counsel General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Keith S. Sherin Director	Chief Financial Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Lloyd G. Trotter Director	Vice Chairman, President & CEO

Robert C. Wright Director	Chairman & CEO National Broadcasting Company, 30 Rockefeller Plaza New York, NY 10112

*___________________________________________________*
Jeffrey R. Immelt Chief Executive Officer	Chairman and CEO General Electric Company 3135 Easton Turnpike Fairfield, CT 06828
Michael A. Neal Chairman of the Board	President, GE Commercial Finance GE Commercial Finance 260 Long Ridge Road Stamford, CT 06927

Keith S. Sherin Chief Financial Officer	Chief Financial Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Michael A. Neal President	President, GE Commercial Finance GE Commercial Finance 260 Long Ridge Road Stamford, CT 06927


Name and Corporate Title	Principal Occupation
David R. Nissen President	President, Consumer Finance GE Consumer Finance 1600 Summer Street Stamford, CT 06927

Ronald R. Pressman Executive Vice President	Chairman, President & CEO, Insurance GE Commercial Finance 5200 Metcalf Overland Park, KS 66204

Deborah M. Reif Executive Vice President	President, Equipment Services GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927

Kathryn A. Cassidy Senior Vice President	Vice President, Treasury & Global Funding Operation GE Commercial Finance 201 High Ridge Road Stamford, CT 06927

James A. Colica Senior Vice President	Vice President, Global Risk Management GE Corporate 260 Long Ridge Road Stamford, CT 06927

Jeffrey Bornstein Senior Vice President, Finance	Vice President, Chief Financial Officer GE Commercial Finance 260 Long Ridge Road Stamford, CT 06927

Marc A. Meiches Senior Vice President, Finance	Vice President, Chief Financial Officer GE Insurance 9201 State Line Kansas City, MO 64114


Name and Corporate Title	Principal Occupation

Glen A. Messina Senior Vice President, Finance	Vice President, Chief Financial Officer, EM GE Commercial Services 120 Long Ridge Road Stamford, CT 06927

Maive F. Scully Senior Vice President, Finance	Vice President, Chief Financial Officer GE Consumer Finance 1600 Summer Street Stamford, CT 06927

Richard D'Avino Senior Vice President, Taxes	Senior Vice President, Taxes GE Corporate 120 Long Ridge Road Stamford, CT 06927

Philip D. Ameen Comptroller	Comptroller GE Company 3135 Easton Turnpike Fairfield, CT 06431

Steven F. Kluger General Manager, Capital Markets	General Manager Capital Markets GE Corporate 1600 Summer Street Stamford, CT 06927

Craig T. Beazer Vice President, General Counsel & Secretary	Vice President, General Counsel and Secretary GE Corporate GE Company 3135 Easton Turnpike Fairfield, CT 06828

	Citizenship

	Charles E. Alexander	United Kingdom
	All Others	U.S.A.

SCHEDULE IV

GENERAL ELECTRIC COMPANY

DIRECTORS


	Present
Name	Principal Occupation

J.I. Cash, Jr.	Former Professor of Business Administration-Graduate School of Business Administration, Harvard University General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

Sir William Castell	Chairman of The Wellcome Trust Chairman The Wellcome Trust 215 Euston Road London NW1 2BE UK

A.M. Fudge	Chairman and Chief Executive Officer, Young & Rubicam Brands 285 Madison Avenue New York, NY 10017

C.X. Gonzalez	Chairman of the Board and Chief Executive Officer Kimberly-Clark de Mexico, S.A. de C.V. Jose Luis Lagrange 103, Tercero Piso Colonia Los Morales Mexico, D.F. 11510, Mexico

S. Hockfield	President Massachusetts Institute of Technology 77 Massachusetts Avenue Building 3-208 Cambridge, MA 02139

J.R. Immelt	Chairman of the Board and Chief Executive Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

A. Jung	Chairman and Chief Executive Officer Avon Products, Inc. 1345 Avenue of the Americas New York, NY 10105

A.G. Lafley	Chairman of the Board, President and Chief Executive The Procter & Gamble Company 1 Procter & Gamble Plaza Cincinnati, Oh 45202-3315

R.W. Lane	Chairman and Chief Executive Officer Deere & Company One John Deere Place Moline, Illinois 61265

R.S. Larsen	Former Chairman and Chief Executive Officer Johnson & Johnson 100 Albany Street Suite 200 New Brunswick, NJ 08901

GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)


	Present
Name	Principal Occupation

R.B. Lazarus	Chairman and Chief Executive Officer Ogilvy & Mather Worldwide 309 West 49th Street New York, NY 10019-7316

S. Nunn	Retired Partner King & Spalding Sam Nunn School of International Affairs Georgia Institute of Technology 781 Marietta Street, NW Atlanta, Georgia 30318

R.S. Penske	Chairman of the Board and President Penske Corporation 2555 Telegraph Road Bloomfield Hills, MI 48302-0954

R.J. Swieringa	Anne and Elmer Lindseth Dean and Professor of Accounting S.C. Johnson Graduate School Cornell University 207 Sage Hall Ithaca, NY 14853-6201

D.A. Warner III	Former Chairman of the Board J. P. Morgan Chase & Co., The Chase Manhattan Bank and Morgan Guaranty Trust Co. of New York 270 Park Avenue New York, NY 10154

R.C. Wright	Vice Chairman of the Board and Executive Officer, General Electric Company; Chairman and Chief Executive Officer NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112

Citizenship


	Sir William Castell	United Kingdom
	Claudio X. Gonzalez	Mexico
	Andrea Jung	Canada
	All Others	U.S.A.

GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (CONTINUED)


	Present
Name	Principal Occupation

J.R. Immelt	Chairman of the Board and Chief Executive Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

P.D. Ameen	Vice President and Comptroller General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

K.A. Cassidy	Vice President and GE Treasurer General Electric Company 201 High Ridge Road Stamford, CT 06905-3417

W.J. Conaty	Senior Vice President - Human Resources General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

P. Daley	Senior Vice President - Corporate Business Development General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

B.B. Denniston III	Senior Vice President and General Counsel General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

J.M. Hogan	Senior Vice President - GE Healthcare General Electric Company Pollards Wood, Nightingales Lane Chalfont St. Giles HP8 4SP Great Britain

M.A. Neal	Vice Chairman of General Electric Company; President & CEO, GE Capital Services General Electric Company 260 Long Ridge Road Stamford, CT 06927

D.R. Nissen	Senior Vice President - GE Consumer Finance General Electric Company 201 High Ridge Road Stamford, CT 06905-3417

J.G. Rice	Vice Chairman of General Electric Company; President & CEO, GE Infrastructure General Electric Company 4200 Wildwood Parkway Atlanta, GA 30339

K.S. Sherin	Senior Vice President - Finance and Chief Financial Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (CONTINUED)


	Present
Name	Principal Occupation

L.G. Trotter	Vice Chairman of General Electric Company; President & CEO, GE Industrial General Electric Company 3135 Easton Turnpike Fairfield, CT 06828

R.C. Wright	Vice Chairman of the Board and Executive Officer, General Electric Company; Chairman and Chief Executive Officer NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112

EX-1 2 file2.htm FORM OF PRIVATE PLACEMENT AGREEMENT

PRIVATE PLACEMENT AGREEMENT

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”).

WHEREAS, the Company intends to offer American Depositary Shares (“ADSs”) representing its common shares (“Common Shares”) in an initial public offering of the Company (the “IPO”); and

WHEREAS, the Company proposes to issue to the Purchaser 3,450,000 ADSs (the “Shares”) at a price per ADS equal to the price per ADS to be paid by public investors in the IPO (the “IPO Price”), and the Purchaser desires, subject to the terms and conditions set forth herein, to subscribe for the Shares at a price per ADS equal to the IPO Price;

WHEREAS, in the event that the underwriters for the IPO exercise their over-allotment option to purchase additional ADSs, the Company proposes to issue to the Purchaser a number of additional ADSs such that the Company shall hold a number of ADSs representing 11% of the aggregate number of the issued and outstanding ADSs immediately following the closing of the exercise of such over-allotment option and the issuance of additional ADSs contemplated hereby;

WHEREAS, the Company proposes to agree to provide holders of the Shares with registration rights as set forth in the form of registration rights agreement attached hereto as Exhibit A (the “Registration Rights Agreement”); and

WHEREAS, the Purchaser proposes to agree to be bound by lock-up restrictions as set forth herein with respect to 2,000,000 of the Shares (such number of Shares, together with any securities issued with respect to such number of Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, the “Locked-Up Shares”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed:

ARTICLE 1

ISSUANCE, SALE AND PURCHASE OF SHARES

SECTION 1.01. Issuance, Sale and Purchase of Shares. On the basis of the representations, warranties and covenants contained in this Private Placement Agreement, and subject to the terms and conditions contained herein, the Company agrees to issue and sell to the

Purchaser, and the Purchaser agrees to subscribe for, the Shares for a total subscription price of equal to the product of (x) the number of Shares and (y) the IPO Price.

The Purchaser and transferees of the Shares shall have the registration rights set forth in the Registration Rights Agreement to be executed on and dated as of the Closing (as defined below).

SECTION 1.02. Closing. Subject to the terms and conditions contained in this Private Placement Agreement, the closing of the subscription for the Shares (the “Closing”) shall take place at the time and on the date that the IPO is consummated. Delivery of the Shares shall be made to the Purchaser against payment of the aggregate subscription price for the Shares to or upon the order of the Company by wire transfer of immediately available funds to accounts specified by the Company.

SECTION 1.03. Conditions. The obligations of the Purchaser to subscribe for the Shares and to pay the subscription price at the Closing shall be subject to the satisfaction of each of the following conditions as of the Closing:

the representations and warranties contained in Section 2 hereof shall be true and correct at and as of the Closing as though then made, and the Company shall have performed all of the covenants to be performed by it hereunder prior to the Closing;

the Company shall have executed the Registration Rights Agreement and the Purchaser shall have received an original copy thereof, duly executed by the Company; and

the closing of the IPO shall occur simultaneously with the Closing.

SECTION 1.04. Over-allotment. In the event that the underwriters in the IPO exercise their over-allotment option pursuant to the underwriting agreement for the IPO to purchase additional ADSs that are delivered by the Company to the underwriters after the Closing, on the basis of the representations, warranties and covenants contained in this Private Placement Agreement, and subject to the terms and conditions contained herein, the Company agrees to issue to the Purchaser, and the Purchaser agrees to subscribe for, at the IPO Price, an additional number of ADSs such that following the closing of the exercise of the underwriters’ over-allotment option and the issuance of such additional ADSs the Purchaser will hold a number of ADSs representing 11% of the aggregate number of issued and outstanding ADSs at such time (such additional ADSs, the “Over-Allotment Shares” and, together with the Shares, the “Securities”). The closing for the issue of the Over-Allotment Shares (the “Over-Allotment Closing”) shall take place at the time and on the date that closing for the exercise of the underwriters’ over-allotment is consummated. Delivery of the Over-Allotment Shares shall be made to the Purchaser against payment of the aggregate subscription price for the Over-Allotment Shares to or upon the order of the Company by wire transfer of immediately available funds to accounts specified by the Company.

SECTION 1.05. Over-Allotment Conditions. The obligations of the Purchaser to subscribe for the Over-Allotment Shares and to pay the subscription price therefor at the Over-

Allotment Closing shall be subject to the satisfaction of each of the following conditions as of the Over-Allotment Closing:

the representations and warranties contained in Section 2 hereof shall be true and correct at and as of the Over-Allotment Closing as though then made, and the Company shall have performed all of the covenants to be performed by it hereunder prior to the Closing;

the Company shall have executed the Registration Rights Agreement and the Purchaser shall have received an original copy thereof, duly executed by the Company; and

the closing of the exercise by the underwriters in the IPO of their over-allotment option shall occur simultaneously with the Over-Allotment Closing.

ARTICLE 2

REPRESENTATIONS BY THE COMPANY

The Company represents and warrants to, and agrees with, the Purchaser as follows:

SECTION 2.01. Corporate Existence and Power. The Company has been duly incorporated and is an exempted company in good standing under the laws of Bermuda with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct is business.

SECTION 2.02. Authority, Approval and Enforceability. This Private Placement Agreement has been duly authorized, executed and delivered by the Company and constitutes its valid and binding agreement, enforceable against it in accordance with its terms. The Common Shares represented by the Shares have been duly and validly authorized for issue.

ARTICLE 3

REPRESENTATIONS OF THE PURCHASER

The Purchaser represents and warrants to, and agrees with, the Company as follows:

SECTION 3.01. Corporate Power. The Purchaser has the corporate power and authority to enter into this Private Placement Agreement.

SECTION 3.02. Authority, Approval and Enforceability. This Private Placement Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes its valid and binding agreement, enforceable against it in accordance with its terms.

SECTION 3.03. Private Placement.

The Purchaser understands that the offering and sale of the Securities to it as contemplated hereby are intended to be exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”), pursuant to Section 4(2) thereunder.

The Securities to be acquired by the Purchaser pursuant to this Private Placement Agreement are being acquired for its own account for investment and without a view to the public distribution of such Securities or any interest therein; provided that nothing contained herein shall prevent the Purchaser and subsequent holders of the Restricted Securities, as defined in Section 4.05 below, from transferring such securities in compliance with the provisions of Article 4 hereof.

The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities, and the Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Securities.

The Purchaser has been given the opportunity to ask questions of and receive answers from the Company concerning the Company, the Securities and other related matters. The Purchaser further represents and warrants to the Company that it has been furnished with all information it deems necessary or desirable to evaluate the merits and risks of the acquisition of the Securities and that the Company has made available to the Purchaser or its agents all documents and information relating to an investment in the Securities requested by or on behalf of the Purchaser. In evaluating the suitability of an investment in the Securities, the Purchaser has not relied upon any other representations or other information (other than as contemplated by the preceding sentences), whether oral or written, made by or on behalf of the Company.

The Purchaser is an “Accredited Investor” as such term is defined in Regulation D under the 1933 Act.

ARTICLE 4

LOCK-UP PERIOD; TRANSFER OF RESTRICTED SECURITIES

SECTION 4.01. Lock-Up Period. If the IPO closes, the Purchaser will not, without the prior consent of the Company, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Purchaser or any affiliate of the Purchaser or any person in privity with the Purchaser or any affiliate of the Purchaser), directly, or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to, the Locked-Up Shares or any securities convertible into, or exercisable or exchangeable for, the

Locked-Up Shares, for a period of 2 years after the date that the IPO prices, other than transfers to affiliates of the Purchaser, provided that the affiliate transferee agrees to be bound by the terms of the restrictions contained in this Section 4.01 for the remaining portion of such two year period. It is understood that any and all Securities not constituting Locked-Up Shares shall not be subject to the restrictions contained in this Section 4.01.

SECTION 4.02. General Provisions. Restricted Securities are transferable only pursuant to (i) public offerings registered under the 1933 Act, (ii) Rule 144 under the 1933 Act (or any similar rule or rules then in force) if such rule is available, or (iii) subject to the conditions specified in Section 4.02 below, any other applicable exemption from registration legally available under the 1933 Act; and in the cases of clauses (i) through (iii) above, inclusive, only to the extent set forth in Article 5 below.

SECTION 4.03. Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.02(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Weil, Gotshal & Manges LLP or other counsel that, to the Company’s reasonable satisfaction, is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the 1933 Act.

In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal & Manges LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Act, the Company shall, promptly upon such contemplated transfer, deliver new certificates for such Restricted Securities that do not bear the 1933 Act legend set forth below in Section 4.04. If the Company is not required to deliver new certificates for such Restricted Securities bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of the Purchaser shall not require delivery of the opinion required in this Section 4.03.

SECTION 4.04. Legend. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, BY ANY STATE SECURITIES COMMISSION OR BY ANY OTHER REGULATORY AUTHORITY OF ANY

OTHER JURISDICTION. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.”

SECTION 4.05. Legend Removal. If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 4.04 from the certificates for such Restricted Securities.

SECTION 4.06. Definition of Restricted Securities. For the purposes of this Private Placement Agreement, “Restricted Securities” means (i) the Shares issued hereunder and (ii) any securities issued with respect to the Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered under the 1933 Act and disposed of in accordance with the registration statement covering them, (b) been distributed to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act or become eligible for sale pursuant to Rule 144(k) (or any similar provision then in force) under the 1933 Act or (c) been otherwise transferred and new stock certificates not bearing the 1933 Act legend set forth in Section 4.04 have been delivered by the Trust in accordance with Section 4.03. Whenever any particular securities cease to be Restricted Securities, the holder thereof shall be entitled to receive from the Company, without expense, new certificates representing securities of like tenor not bearing a 1933 Act legend of the character set forth in Section 4.04.

ARTICLE 5

MISCELLANEOUS

SECTION 5.01. Notices. All notices and other communications required or permitted under this Private Placement Agreement shall be deemed to have been duly given and made if in writing and if served by personal delivery to the party for whom intended, by facsimile transmission, by telegram or telex or by registered or certified mail (postage prepaid, return receipt requested), sent to the following addresses (or such other address for a party as shall be specified by like notice):

(a)

if to the Company:

Genesis Lease Limited

c/o A&L Goodbody

25/28 North Wall Quay,

Dublin 1, Ireland

Facsimile: +353-1-649-2649

Attention: Catherine Duffy

(b)

if to the Purchaser:

GE Capital Equity Investments, Inc.

c/o GE Commercial Aviation Services Limited

201 High Ridge Road

Stamford, CT 06927

Facsimile: +1 (203) 961-6981

Attention: Paul Cummiskey

(c)

and, in case of any notice sent to the Company, with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Facsimile: +1 (212) 310-8007

Attention: Boris Dolgonos, Esq.

SECTION 5.02. Amendments and Waivers. Any provision of this Private Placement Agreement may be amended, modified, supplemented or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Private Placement Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

SECTION 5.03. Successors and Assigns. The provisions of this Private Placement Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Private Placement Agreement without the consent of each other party hereto, and provided further that, notwithstanding the foregoing, the Purchaser may assign, delegate or otherwise transfer any of its rights or obligations under this Private Placement Agreement to any of its affiliates (as such term is defined in Rule 144 under the 1933 Act). Notwithstanding the foregoing, it is understood that subsequent transferees of Shares shall be entitled to the registration rights set forth in the Registration Rights Agreement.

SECTION 5.04. Severability. Any provision of this Private Placement Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Private Placement Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 5.05. Counterparts; Effectiveness; Third-Party Beneficiaries. This Private Placement Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Private Placement Agreement shall become effective when each party hereto

shall have received a counterpart hereof signed by the other parties hereto. No provision of this Private Placement Agreement is intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

SECTION 5.06. Entire Agreement. This Private Placement Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Private Placement Agreement and supersedes and preempts all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Private Placement Agreement in any way.

SECTION 5.07. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

SECTION 5.08. Governing Law. This Private Placement Agreement shall be governed by and construed in accordance with laws of the State of New York.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Private Placement Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

		GENESIS LEASE LIMITED
		By:
		Name:
		Title:

		GE CAPITAL EQUITY INVESTMENTS, INC.
		By:
		Name:
		Title:

EX-2 3 file3.htm FORM OF REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

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”).

RECITALS

WHEREAS, the Company has filed a Registration Statement (File No. ____) with the Securities and Exchange Commission on Form F-1 (the “IPO Registration Statement”) in connection with the initial public offering (the “IPO”) of American Depositary Shares (“ADSs”) representing its common shares (“Common Shares”);

WHEREAS, the Company and GECEI have entered into a Private Placement Agreement dated as of November 2006 (the “Private Placement Agreement”);

WHEREAS, pursuant to the Private Placement Agreement, upon the closing of the transactions contemplated by the Private Placement Agreement, GECEI will subscribe for Common Shares in the form of ADSs (such ADSs, including any additional ADSs GECEI subscribes for under Section 1.04 of the Private Placement Agreement in connection with an exercise by the underwriters in the IPO of their over-allotment option to purchase additional ADSs, the “Shares”) at a price per Share equal to the public offering price in the IPO;

WHEREAS, the Company has agreed to provide GECEI with the registration rights specified in this Agreement with respect to the Shares held by GECEI or any other Holder, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. The following terms shall have the meanings set forth in this Section 1.1:

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

“Excluded Registration” means a registration under the Securities Act of (i) securities pursuant to one or more Demand Registrations pursuant to Section 2 hereof, (ii) securities registered on Form S-8 or any similar successor form, and (iii) securities registered to effect the acquisition of, or combination with, another Person.

“Holder” means (i) GECEI and (ii) any direct or indirect transferee of GECEI who shall become a party to this Agreement in accordance with Section 2.9 and has agreed in writing to be bound by the terms of this Agreement.

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.

“register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Shares” means the Shares owned by Holders, together with any securities owned by Holders issued with respect to such Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation or other reorganization; provided, however, that Shares that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares.

“Requesting Holders” shall mean any Holder(s) requesting to have its (their) Registrable Shares included in any Demand Registration or Shelf Registration.

“SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

1.2 Other Terms. For purposes of this Agreement, the following terms have the meanings set forth in the section or agreement indicated.

Term	Section
ADSs	Recitals
Adverse Effect	Section 2.1.5
Advice	Section 2.6
Agreement	Introductory Paragraph
Common Shares	Recitals
Company	Introductory Paragraph
Demand Registration	Section 2.1.1(a)
Demanding Shareholders	Section 2.1.1(a)
Demand Request	Section 2.1.1(a)
GECEI	Introductory Paragraph
Inspectors	Section 2.5(xiii)
IPO	Recitals
NASD	Section 2.7
Piggyback Registration	Section 2.2.1
Private Placement Agreement	Recitals

Records	Section 2.5(xiii)
Registration Statement	Recitals
Required Filing Date	Section 2.1.1(b)
Seller Affiliates	Section 2.8.1
Shares	Recitals
Shelf Registration	Section 2.1.2
Suspension Notice	Section 2.6

1.3 Rules of Construction. Unless the context otherwise requires

(1) a term has the meaning assigned to it;

(2) “or” is not exclusive;

(3) words in the singular include the plural, and words in the plural include the singular;

(4) provisions apply to successive events and transactions; and

(5) “herein,” “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

ARTICLE 2

REGISTRATION RIGHTS

2.1 Demand Registration.

2.1.1 Request for Registration.

(a) Commencing on the date hereof, any Holder or Holders of Registrable Shares shall have the right to require the Company to file a registration statement on Form F-1 or F-3 or any similar or successor to such forms under the Securities Act for a public offering of all or part of its or their Registrable Shares (a “Demand Registration”), by delivering to the Company written notice stating that such right is being exercised, naming, if applicable, the Holders whose Registrable Shares are to be included in such registration (collectively, the “Demanding Shareholders”), specifying the number of each such Demanding Shareholder’s Registrable Shares to be included in such registration and, subject to Section 2.1.3 hereof, describing the intended method of distribution thereof (a “Demand Request”). The IPO Registration Statement shall not constitute a Demand Registration for any purpose under this Agreement.

(b) Each Demand Request shall specify the aggregate number of Registrable Shares proposed to be sold. Subject to Section 2.1.6, the Company shall file the registration statement in respect of a Demand Registration as soon as practicable and, in any event, within forty-five (45) days after receiving a Demand Request (the “Required Filing Date”) and shall use reasonable best efforts to cause the same to be

declared effective by the SEC as promptly as practicable after such filing; provided, however, that:

(i) the Company shall not be obligated to file a registration statement in respect of a Demand Registration pursuant to Section 2.1.1(a) (A) within sixty (60) days after the effective date of a previous Demand Registration, other than a Shelf Registration pursuant to this Article 2, or (B) within one hundred and eighty (180) days after the effective date of the IPO Registration Statement; and

(ii) the Company shall not be obligated to file a registration statement in respect of a Demand Registration pursuant to Section 2.1.1(a) unless the Demand Request is for a number of Registrable Shares with a market value that is equal to at least $10 million as of the date of such Demand Request.

2.1.2 Shelf Registration. With respect to any Demand Registration, the Requesting Holders may request the Company to effect a registration of the Registrable Shares under a registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Shelf Registration”).

2.1.3 Selection of Underwriters. At the request of a majority of the Requesting Holders, the offering of Registrable Shares pursuant to a Demand Registration shall be in the form of a “firm commitment” underwritten offering. The Holders of a majority of the Registrable Shares to be registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. No Holder may participate in any registration pursuant to Section 2.1.1 unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements described above and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

2.1.4 Rights of Nonrequesting Holders. Upon receipt of any Demand Request, the Company shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to all other Holders, who shall have the right, exercisable by written notice to the Company within twenty (20) days of their receipt of the Company’s notice, to elect to include in such Demand Registration such portion of their Registrable Shares as they may request. All Holders requesting to have their Registrable Shares included in a Demand Registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Section 2.1.

2.1.5 Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Shares requested to be included in such registration by each such Requesting Holder.

2.1.6 Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than ninety (90) days after the Required Filing Date if (i) at the time the Company receives the Demand Request, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed

by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once.

2.2 Piggyback Registrations.

2.2.1 Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Shares (which notice shall be given not less than twenty (20) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

2.2.2 Priority on Piggyback Registrations.

(a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement.

(b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement.

(c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

2.2.3 Selection of Underwriters. If any Piggyback Registration is an underwritten offering and any of the investment banking firms selected to manage the offering was not one of the managers of the IPO, any such investment banking firm shall not administer such offering if the Holders of a majority of the Registrable Shares included in such Piggyback Registration are GECEI or affiliates thereof and such Holders reasonably object thereto.

2.3 SEC Form F-3. The Company shall use its reasonable best efforts to cause Demand Registrations to be registered on Form F-3 (or any successor form) once the Company becomes eligible to use Form F-3, and if the Company is not then eligible under the Securities Act to use Form F-3, Demand Registrations shall be registered on the form for which the Company then qualifies. The Company shall use its reasonable best efforts to become eligible to use Form F-3 and, after becoming eligible to use Form F-3, shall use its reasonable best efforts to remain so eligible.

2.4 Holdback Agreements.

(a) The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any registration statement in connection with a Demand Registration (other than a Shelf Registration) or a Piggyback Registration, except pursuant to registrations on Form F-4 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree.

(b) If any Holders of Registrable Shares notify the Company in writing that they intend to effect an underwritten sale of Shares registered pursuant to a Shelf Registration pursuant to Article 2 hereof, the Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, during the seven (7) days prior to and during the ninety (90)-day period beginning on the date such notice is received, except pursuant to registrations on Form F-4 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree.

(c) Each Holder agrees, in the event of an underwritten offering by the Company (whether for the account of the Company or otherwise), not to offer, sell, contract to sell or otherwise dispose of any Registrable Shares, or any securities convertible into or exchangeable or exercisable for such securities, including any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten offering), during the seven (7) days prior to, and during the ninety (90)-day period (or such lesser period as the lead or managing underwriters may require) beginning on, the effective date of the registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, the pricing date for such underwritten offering).

2.5 Registration Procedures. Whenever any Holder has requested that any Registrable Shares be registered pursuant to this Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of such Registrable Shares in accordance with the intended method of disposition thereof as promptly as is practicable, and pursuant thereto the Company will as expeditiously as possible:

(i) prepare and file with the SEC, pursuant to Section 2.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Shares and use its reasonable best efforts to cause such registration statement to become effective, provided that as far in advance as practicable before filing such registration statement or any amendment thereto, the Company will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such Holder shall have the opportunity to object to any information contained therein and the Company will make

corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement or amendment;

(ii) except in the case of a Shelf Registration, prepare and file with the SEC such amendments, post-effective amendments, and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than one hundred eighty (180) days (or such lesser period as is necessary for the underwriters in an underwritten offering to sell unsold allotments) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(iii) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) twenty four (24) months after the effective date of such registration statement and (y) the date on which all the Registrable Shares subject thereto have been sold pursuant to such registration statement;

(iv) furnish to each seller of Registrable Shares and the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such seller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.6 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or supplement is a part);

(v) use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request); use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in

which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions (provided, however, that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction);

(vi) promptly notify each seller and each underwriter and (if requested by any such Person) confirm such notice in writing (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (C) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(vii) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;

(viii) make reasonably available members of management of the Company, as selected by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not limited to, the participation of such members of the Company’s management in road show presentations;

(ix) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, including the Securities Act

and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to the Company’s securityholders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of the Company’s first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 20-F and 6-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

(x) if requested by the managing underwriter or any seller promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

(xi) as promptly as practicable after filing with the SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller;

(xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates;

(xiii) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement

or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (x) if (A) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing, unless prior to furnishing any such information with respect to clause (B) such Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;

(xiv) furnish to each seller and underwriter a signed counterpart of (A) an opinion or opinions of counsel to the Company, and (B) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the sellers or managing underwriter reasonably requests;

(xv) cause the Registrable Shares included in any registration statement to be (A) listed on each securities exchange, if any, on which similar securities issued by the Company are then listed, or (B) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the Nasdaq National Market if similar securities issued by the Company are quoted thereon;

(xvi) provide a transfer agent and registrar for all Registrable Shares registered hereunder;

(xvii) cooperate with each seller and each underwriter participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.;

(xviii) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(xix) notify each seller of Registrable Shares promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;

(xx) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and

(xxi) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.

2.6 Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

2.7 Registration Expenses. All fees and expenses incident to any registration including, without limitation, the Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”) (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in Schedule E of the By-Laws of the NASD, and of its counsel), as may be required by the rules and regulations of the NASD, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Shares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Shares in a form eligible for deposit with Depository Trust Company and of printing prospectuses), messenger and delivery expenses, the fees and expenses

incurred in connection with any listing or quotation of the Registrable Shares, fees and expenses of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by the Company in connection with such registration, and the fees and expenses of other persons retained by the Company, will be borne by the Company (unless paid by a security holder that is not a Holder for whose account the registration is being effected) whether or not any registration statement becomes effective; provided, however, that any underwriting discounts, commissions, or fees attributable to the sale of the Registrable Shares will be borne by the Holders pro rata on the basis of the number of shares so registered and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

2.8 Indemnification.

2.8.1 The Company agrees to indemnify and reimburse, to the fullest extent permitted by law, each seller of Registrable Shares, and each of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls such seller (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof (collectively, the “Seller Affiliates”) (A) against any and all losses, claims, damages, liabilities, and expenses, joint or several (including, without limitation, attorneys’ fees and disbursements except as limited by Section 2.8.3) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, issuer free writing prospectus (as such term is defined in Rule 433 of the Securities Act) or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) against any and all loss, liability, claim, damage, and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, and (C) against any and all costs and expenses (including reasonable fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, or such violation of the Securities Act or Exchange Act, to the extent that any such expense or cost is not paid under subparagraph (A) or (B) above; except insofar as any such statements are made in reliance upon and in strict conformity with information furnished in writing to the Company by such seller or any Seller Affiliate for use therein or arise from such seller’s or any Seller Affiliate’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such seller or Seller Affiliate with a sufficient number of copies of the same. The reimbursements required by this Section 2.8.1 will be made by periodic payments during

the course of the investigation or defense, as and when bills are received or expenses incurred.

2.8.2 In connection with any registration statement in which a seller of Registrable Shares is participating, each such seller will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, each such seller will indemnify the Company and each of its employees, advisors, agents, representatives, partners, officers and directors and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as limited by Section 2.8.3) resulting from any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, or any preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by such seller or any of its Seller Affiliates specifically for inclusion in the registration statement; provided that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Shares, and the liability of each such seller of Registrable Shares will be in proportion to, and will be limited to, the net amount received by such seller from the sale of Registrable Shares pursuant to such registration statement; provided, however, that such seller of Registrable Shares shall not be liable in any such case to the extent that prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such seller has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company.

2.8.3 Any Person entitled to indemnification hereunder will (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person) and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (X) the indemnifying party has agreed to pay such fees or expenses, or (Y) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). If such defense is assumed by the indemnifying party pursuant to the

provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (1) such settlement or compromise contains a full and unconditional release of the indemnified party or (2) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.

2.8.4 Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.8.1 or Section 2.8.2 are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.8.4 were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 2.8.4. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.8.3, defending any such action or claim. Notwithstanding the provisions of this Section 2.8.4, no Holder shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by such Holder with respect to the sale of any Registrable Shares exceeds the amount of damages which such Holder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of material fact made in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto related to such sale of Registrable Shares. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section 2.8.4 to contribute shall be

several in proportion to the amount of Registrable Shares registered by them and not joint.

If indemnification is available under this Section 2.8, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.8.1 and Section 2.8.2 without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 2.8.4 subject, in the case of the Holders, to the limited dollar amounts set forth in Section 2.8.2.

2.8.5 The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and will survive the transfer of securities.

2.9 Transfer of Registration Rights. The rights of each Holder under this Agreement may be assigned to any direct or indirect transferee of a Holder who agrees in writing to be subject to and bound by all the terms and conditions of this Agreement.

2.10 Rule 144. The Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, will, upon the request of the Holders, make publicly available other information) and will take such further action as the Holders may reasonably request, all to the extent required from time to time to enable the Holders to sell Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder, the Company will deliver to such parties a written statement as to whether it has complied with such requirements and will, at its expense, forthwith upon the request of any such Holder, deliver to such Holder a certificate, signed by the Company’s principal financial officer, stating (a) the Company’s name, address and telephone number (including area code), (b) the Company’s Internal Revenue Service identification number, (c) the Company’s SEC file number, (d) the number of shares of each class of capital stock outstanding as shown by the most recent report or statement published by the Company, and (e) whether the Company has filed the reports required to be filed under the Exchange Act for a period of at least ninety (90) days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder.

2.11 Preservation of Rights. The Company will not (i) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder or (ii) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Holders in this Agreement.

ARTICLE 3

TERMINATION

3.1 Termination. The Holders may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Registrable Share when: (a) a registration statement with respect to the sale of such Shares (or other securities) shall have become effective under the Securities Act and such Shares shall have been disposed of in accordance with such registration statement; (b) such Shares (or other securities) shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any successor provision); (c) such Shares (or other securities) shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force; (d) such Shares (or other securities) shall have ceased to be outstanding or (e) in the case of Registrable Shares held by a Holder that is not GECEI or any affiliate thereof, such Holder holds less than three percent (3%) of the then outstanding Registrable Shares and such Registrable Shares are eligible for sale pursuant to Rule 144(k) under the Securities Act (or any successor provision). The Company shall promptly upon the request of any Holder furnish to such Holder evidence of the number of Registrable Shares then outstanding.

ARTICLE 4

MISCELLANEOUS

4.1 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.1):

If to the Company:

Genesis Lease Limited

c/o A&L Goodbody

25/28 North Wall Quay,

Dublin 1, Ireland

Facsimile: +353-1-649-2649

Attention: Catherine Duffy

with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Facsimile: +1 (212) 310-8007

Attention: Boris Dolgonos, Esq.

If to GECEI:

GE Capital Investments, Inc.

c/o GE Commercial Aviation Services Limited

201 High Ridge Road

Stamford, CT 06927

Facsimile: +1 (203) 961-6981

Attention: Paul Commiskey

If to any other Holder, the address indicated for such Holder in the Company’s stock transfer records with copies, so long as GECEI owns any Registrable Shares, to GECEI as provided above.

Any notice or communication hereunder shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back, if telexed; when receipt is acknowledged, if telecopied; and five (5) calendar days after mailing if sent by registered or certified mail (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

4.2 Authority. Each of the parties hereto represents to the other that (i) it has the corporate power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action and no such further action is required, (iii) it has duly and validly executed and delivered this Agreement, and (iv) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

4.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York irrespective of the choice of laws principles of the State of New York other than Section 5-1401 of the General Obligations Law of the State of New York.

4.4 Successors and Assigns. Except as otherwise expressly provided herein, this Agreement shall be binding upon and benefit the Company, each Holder, and their respective successors and assigns.

4.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

4.6 Remedies. Any dispute, controversy or claim arising out of, or relating to, the transactions contemplated by this Agreement, or the validity, interpretation, breach or termination of any provision of this Agreement shall be resolved in accordance with Article VII of the Master Agreement.

4.7 Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but such waiver shall be effective only if it is in a writing signed by the party against whom the existence of such waiver is asserted. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this Agreement. No failure by either party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by the party against whom the existence of such waiver is asserted.

4.8 Amendment. This Agreement may not be amended or modified in any respect except by a written agreement signed by the Company, GECEI (so long as GECEI owns any Shares) and the Holders of a majority of the then outstanding Registrable Shares.

4.9 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties to each such agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be as effective as delivery of a manually executed counterpart of any such Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

		GENESIS LEASE LIMITED
		By:
		Name: Title:

		GE CAPITAL INVESTMENTS, INC.
		By:
		Name: Title:

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