GATX FINANCIAL CORP
DEED OF AMENDMENT
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>c93069exv10w7.txt
<DESCRIPTION>DEED OF AMENDMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.7

C L I F F O R D                                    LIMITED LIABILITY PARTNERSHIP
C H A N C E

                                                               EXECUTION VERSION

                             DATED 22 DECEMBER 2003

                                     between

                          EFG AIRCRAFT (HOLDINGS) LTD.

                              EFGA AIRCRAFT LIMITED

                              EFGB AIRCRAFT LIMITED

                              EFG AIRCRAFT LIMITED

                         EFG AIRCRAFT (IRELAND) LIMITED
                                  as Borrowers

                            O'FARRELL LEASING LIMITED

                       O'FARRELL LEASING (IRELAND) LIMITED

                          O'FARRELL LEASING CORPORATION
                                as Export Lessees

                           GATX FINANCIAL CORPORATION
                                       GFC

                                       and

                                 CREDIT LYONNAIS
                                    as Agent

                -------------------------------------------------
                                DEED OF AMENDMENT
                                  relating to a
                       US$ 719,000,000 Facility Agreement
                             dated 20 December 2001
                -------------------------------------------------

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                    PAGE
<S>                                                                       <C>
1. Definitions And Interpretation.......................................   3
2. Amendment To The Facility Agreement..................................   3
3. Representations And Warranties.......................................   7
4. Continuity And Further Assurance.....................................   7
5. Miscellaneous........................................................   8
</TABLE>

                                      -1-

<PAGE>

THIS DEED OF AMENDMENT (this "DEED") is made on 22 December 2003

BETWEEN

(1)   EFG AIRCRAFT (HOLDINGS) LTD., a company incorporated under the laws of the
      Cayman Islands and having its registered office at Walkers SPY Limited,
      Walker House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman,
      Cayman Islands ("EFGH");

(2)   EFGA AIRCRAFT LIMITED, a company incorporated under the laws of the Cayman
      Islands and having its registered office at Walkers SPV Limited, Walker
      House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman
      Islands ("EFGA");

(3)   EFGB AIRCRAFT LIMITED, a company incorporated under the laws of the Cayman
      Islands and having its registered office at Walkers SPV Limited, Walker
      House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman
      Islands ("EFGB");

(4)   EFG AIRCRAFT LIMITED, a company incorporated under the laws of the Cayman
      Islands and having its registered office at Walkers SPV Limited, Walker
      House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman
      Islands ("EFG");

(5)   EFG AIRCRAFT (IRELAND) LIMITED, a company incorporated under the laws of
      Ireland and having its registered office at West Block Building,
      International Financial Services Centre, Dublin 1, Ireland ("EFGI");

      (each of EFGH, EFGA, EFGB, EFG and EFGI a "BORROWER" and together the
      "BORROWERS")

(6)   O'FARRELL LEASING LIMITED, a company incorporated under the laws of the
      State of Delaware and having its principal place of business at Four
      Embarcadero Center, Suite 2200, San Francisco, CA94111 ("OLL");

(7)   O'FARRELL LEASING (IRELAND) LIMITED, a company incorporated under the laws
      of Ireland and having its registered office at 30 Herbert Street, Dublin
      2, Ireland ("OLI);

(8)   O'FARRELL LEASING CORPORATION, a company incorporated under the laws of
      the State of Delaware, United States of America and having its principal
      place of business at Four Embarcadero Center, Suite 2200, San Francisco,
      CA94111 ("OLC");

      (each of OLL, OLI and OLC an "EXPORT LESSEE" and together the "EXPORT
      LESSEES")

(9)   GATX FINANCIAL CORPORATION, a company incorporated under the laws of the
      State of Delaware, United States of America and having its principal place
      of business at Four Embarcadero Center, Suite 2200, San Francisco, CA94111
      ("GFC"); and

                                       -2-

<PAGE>

(10)  CREDIT LYONNAIS, a banking institution established under the laws of
      France acting through its main office at 1-3 rue des Italians, 75009
      Paris, France, as agent for and on behalf of the Lenders and the National
      Agents (the "AGENT")

RECITALS

(A)   Pursuant to an aircraft facility agreement dated 20 December 2001 entered
      into between, inter alias, the Borrowers, the Export Lessees, GFC and the
      Agent (as amended from time to time prior to the date hereof, the
      "FACILITY AGREEMENT"), the Finance Parties agreed to make available to the
      Borrowers a term facility upon the terms and subject to the conditions set
      out therein.

(B)   The Borrowers, the Export Lessees, GFC and the Agent have agreed that the
      provisions of the Facility Agreement shall be amended in accordance with
      the terms of this Deed.

IT IS AGREED as follows,

1.    DEFINITIONS AND INTERPRETATION

      Unless otherwise defined in this Deed, capitalised terms and expressions
      used in this Deed shall (unless the context otherwise requires) have the
      meanings given to them in Appendix X to the Facility Agreement. Rules of
      interpretation as applicable to this Deed are also set out in Appendix X.

2.    AMENDMENT TO THE FACILITY AGREEMENT

      With effect from the date hereof the Facility Agreement shall be amended
      as follows:

(a)   Clause 9 (Trigger Event) shall be deleted and replaced with the following:

      "9. TRIGGER EVENT

      9.1   Subject to Clause 9.4, at any time when a Trigger Event has occurred
            and is continuing, the Security Trustee shall, if directed to do so
            by each of the National Agents, send a written notice (a "TRIGGER
            EVENT NOTICE") of the relevant Trigger Event to GFC and following
            receipt of any Trigger Event Notice and so long thereafter as the
            relevant Trigger Event is continuing each Export Lessee shall:

      (a)   pay to the Security Trustee, all rent, cash deposits and Maintenance
            Reserves which are received or paid for the account of such Export
            Lessee by, from, or on behalf of, any Lessee pursuant to any Lease
            (other than indemnity payments and third party liability insurance
            proceeds received by such Export Lessee for its own account and not
            to replenish the Security Deposit);

      (b)   deposit with the Security Trustee the originals of all letters of
            credit then held by such Export Lessee or GFC (or any other person)
            on its behalf by way of security in respect of any of the Aircraft
            and execute or procure the execution of in favour of the Security
            Trustee an irrevocable power of attorney with

                                      -3-

<PAGE>

            respect to such letters of credit and ensure that any letters of
            credit in respect of any of the Aircraft it receives shall have the
            Security Trustee as the named beneficiary. In the event that the
            relevant Export Lessee is entitled to make a claim under any such
            letter of credit it shall promptly notify the Security Trustee. The
            Security Trustee shall promptly thereafter take such action as shall
            be necessary to enable the relevant Export Lessee to make the
            relevant claim, provided that such Export Lessee shall ensure that
            any amounts paid under any such letters of credit shall be paid to
            such party and such account as the Security Trustee shall direct;
            and

      (c)   observe the Mortgage registration covenant set forth in Clause 7.8
            as if the proviso thereto did not apply,

      9.2   Following the service of a Trigger Event Notice and so long
            thereafter as the relevant Trigger Event is continuing, the
            Security Trustee may exercise its rights pursuant to:

      (a)   the relevant Lease Security Assignments and Operating Lessor
            Security Assignments to serve notice on any Lessee requiring such
            Lessee to pay all monies payable at any time thereafter to an Export
            Lessee pursuant to the relevant Lease to such account as the
            Security Trustee shall direct in such notice; and

      (b)   the relevant Borrower Security Assignments to serve notice on any:

            (i)   Lessee requiring such Lessee to pay all monies payable at any
                  time thereafter to an Export Lessee pursuant to the relevant
                  Lease; and

            (ii)  Export Lessee requiring such Export Lessee to pay all monies
                  payable at any time thereafter to a Borrower pursuant to the
                  relevant Credit Sale Agreement,

            in each case to such account as the Security Trustee shall direct in
            such notice.

      9.3   Subject to no Termination Event having occurred and being
            continuing, and subject to a Trigger Event Notice having been
            served, in the event of an Export Lessee becoming obliged pursuant
            to the terms of any Lease to return any Lessee Security or
            Maintenance Reserves, or make any payment determined on the basis of
            the amount of any Lessee Security or Maintenance Reserves, to a
            Lessee, or any circumstance arising in respect of which the relevant
            Export Lessee would be entitled, in the absence of the provisions of
            this Clause 9, to apply such Lessee Security or Maintenance Reserves
            towards satisfaction of any obligation of the relevant Lessee in
            accordance with the provisions of the relevant Lease, the Security
            Trustee shall return to such Export Lessee any such Lessee Security
            or Maintenance Reserves which it has received pursuant to Clause 9.1
            or shall make such payment as directed by GFC subject to GFC having
            certified in writing to the Security Trustee that such Export Lessee
            has become so obliged or so entitled, as the case may be.

                                      -4-

<PAGE>

      9.4   If at any tune after a Trigger Event Notice has been served a
            Trigger Event shall cease to be continuing, provided no Termination
            Event shall have occurred and be continuing, the Security Trustee
            shall (a) promptly pay or return (as applicable) to the relevant
            Export Lessee all Trigger Event Security which it received pursuant
            to Clause 9.1 (and not returned by the Security Trustee to the
            relevant Export Lessee in accordance with Clause 9.3 above), and in
            the case of all cash amounts together with accrued interest thereon
            (such interest to be calculated by the Agent, acting in its sole
            discretion), together with any powers of attorney that it may have
            received in respect of any letters of credit, except to the extent
            that any such amounts have been applied by the Security Trustee in
            accordance with the provisions of Clause 12.8.1, and (b) revoke each
            notice given to any Lessee or as the case may be, any Export Lessee
            as contemplated by Clause 9.2. In such case, the Security Trustee
            agrees to co-operate at GFC's cost in any steps required for any
            letters of credit issued in the name of the Security Trustee to be
            reissued in the name of the relevant Export Lessee or GFC, as shall
            be so requested.

(b)   Clause 12.8 (Application of Trigger Event Security) shall be deleted and
      replaced with the following:

      "12.8 APPLICATION OF RENT SECURITY

      12.8.1 Subject to a Trigger Event Notice having been served and provided
            that no Termination Event has occurred and is continuing, on each
            Repayment Date occurring after service of such Trigger Event Notice,
            the Security Trustee shall apply all Rent Security (if any) held by
            the Security Trustee in respect of each Loan on such Repayment Date,
            together with accrued interest thereon, as follows:

            (a)   first, in payment of an amount of up to the total interest due
                  and payable in respect of such Loan on such Repayment Date to
                  each of the National Agents in the proportions specified in
                  the Loan Supplement relating to such Loan for application by
                  each National Agent in or towards the payment of such interest
                  on a pro rota and pari passu basis to the relevant Lenders in
                  respect of such Loan;

            (b)   second, in repayment of an amount of up to the total principal
                  amount due and payable in respect of such Loan on such
                  Repayment Date to each of the National Agents in the
                  proportions specified in the Loan Supplement relating to such
                  Loan for application by each National Agent in or towards the
                  payment of such principal on a pro rata and pari passu basis
                  to the relevant Lenders in respect of such Loan;

            (c)   third, to the relevant Finance Parties and/or the Export
                  Credit Agencies on a pro rata and pari passu basis in respect
                  of all other amounts due and payable to such Finance Parties
                  and/or Export Credit Agencies on such Repayment Date under
                  this Agreement or any other Transaction Document which remain
                  unpaid, and

                                      -5-

<PAGE>

            (d)   fourth, in reimbursement of the Finance Parties and/or the
                  Export Credit Agencies of any and all Expenses due and payable
                  to any of the Finance Parties and/or the Export Credit
                  Agencies pursuant to any of the Transaction Documents as a
                  result of the occurrence of a Trigger Event,

                  and the Borrowers shall be deemed to have satisfied their
                  obligations to make such payments in respect of such Loans to
                  the extent of the amounts so applied and the amount of the
                  Rent (as defined in the relevant Credit Sale Agreement)
                  payable by each relevant Export Lessee shall be deemed for the
                  purposes of such Credit Sale Agreement to have been reduced by
                  an amount equal to the amount so applied on such Repayment
                  Date in respect of the Loans relating to the Aircraft which
                  such Credit Sale Agreement relates.

      Any Rent Security held by the Security Trustee on any Repayment Date after
      the application effected on such date in accordance with this Clause
      12.8.1 shall be retained by the Security Trustee as Trigger Event Security
      pending further application thereof in accordance with (i) this Clause
      12.8.1 on the next Repayment Date or (ii) Clause 12.7.1 (APPLICATION OF
      PROCEEDS FOLLOWING A TERMINATION EVENT), as the case may be. For the
      avoidance of doubt, if the Rent Security is not sufficient to pay all
      amounts due and outstanding from each of the Export Lessees pursuant to
      the terms of each of the Credit Sale Agreements, GFC shall, upon first
      written demand from the Security Trustee pursuant to the terms of the
      Guarantee, pay to the Facility Agent an amount equal to the sums due and
      outstanding under each of the Credit Sale Agreements and the Facility
      Agent shall apply any sums received from GFC in accordance with this
      Clause 12.8.1.

      12.8.2 After the occurrence of a Termination Event and for so long as it
             is continuing, the Security Trustee shall have the right to treat
             all or any part of the Trigger Event Security as Proceeds and apply
             such amounts in accordance with Clause 12.7 (APPLICATION OF
             PROCEEDS FOLLOWING A TERMINATION EVENT)."

(c)   Paragraph (g) of the definition of "Proceeds" in Appendix X to the
      Facility Agreement shall be deleted and replaced with the following:

      "(g)  any and all amounts received or recovered under any Lease following
            the occurrence of a Termination Event; and"

(d)   a new definition of "Rent Security" shall be inserted in Appendix X to the
      Facility Agreement as follows:

      ""RENT SECURITY" means any and all rent paid under a Lease and received by
      the Security Trustee (whether in the form of cash or otherwise) pursuant
      to Clause 9 of the Facility Agreement."

(e)   a new definition of "Operating Lessor Security Assignment" shall be
      inserted in Appendix X to the Facility Agreement as follows:

                                      -6-

<PAGE>

4.2   TRANSACTION DOCUMENT

      For the avoidance of doubt, the parties hereto confirm that this Deed
      shall be a Transaction Document.

4.3   GUARANTEE

      GFC hereby acknowledges and consents to the amendments to the Facility
      Agreement set out herein and hereby confirms that the Guarantee shall
      remain in full force and effect in respect of each Export Lessee's
      obligations under the Facility Agreement.

5.    MISCELLANEOUS

5.1   INCORPORATION OF TERMS

      The provisions of Clause 23 (Governing Law and Jurisdiction) of the
      Facility Agreement shall be incorporated into this Deed as if set out in
      full herein and as if references therein to "this Agreement" are
      references to this Deed.

5.2   COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument.

EXECUTED AND DELIVERED AS A DEED by the hands of duly authorised representatives
of the parties hereto the day and year first before written.

                                       -7-

<PAGE>

                                   SIGNATURES

THE BORROWERS

EFG AIRCRAFT (HOLDINGS) LTD.

By: /s/ [ILLEGIBLE]
    ----------------------------
    Attorney-in-Fact

In the presence of:

/s/ [ILLEGIBLE]
----------------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]

EFGA AIRCRAFT LIMITED

By: /s/ [ILLEGIBLE]
-------------------------------
   Attorney-in-Fact

In the presence of:

/s/ [ILLEGIBLE]
----------------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]

EFGB AIRCRAFT LIMITED

By:/s/ [ILLEGIBLE]
-------------------------------
   Attorney-in-Fact

In the presence of:

/s/ [ILLEGIBLE]
----------------------------
Name:[ILLEGIBLE]
Title:[ILLEGIBLE]

EFG AIRCRAFT LIMITED

By:/s/[ILLEGIBLE]
-------------------------------
   Attorney-in-Fact

In the presence of:

/s/ [ILLEGIBLE]
----------------------------
Name:[ILLEGIBLE]
Title:[ILLEGIBLE]

                                      -8-
<PAGE>

EFG AIRCRAFT (IRELAND) LIMITED

By:/s/ [ILLEGIBLE]
   -------------------------
   Attorney-in-fact

In the presence of:

/s/ [ILLEGIBLE]
----------------------------
Name:[ILLEGIBLE]
Title:[ILLEGIBLE]

THE EXPORT LESSEES

O'FARRELL LEASING LIMITED

By:/s/[ILLEGIBLE]

In the presence of:

/s/ Florence P. McGinty
-----------------------
Name:  Florence P. McGinty
Title: Administrative Assistant

O'FARRELL LEASING (IRELAND) LIMITED

By:/s/[ILLEGIBLE]

In the presence of:

/s/ Florence P. McGinty
---------------------------------
Name:  Florence P. McGinty
Title: Administrative Assistant

O'FARRELL LEASING CORPORATION

By: /s/ [ILLEGIBLE]
---------------------------------
Florence P. McGinty

In the presence of:

/s/ Florence P. McGinty
---------------------------------
Name:  Florence P. McGinty
Title: Administrative Assistant

                                      -9-
<PAGE>

GFC

GATX FINANCIAL CORPORATION

By: /s/ [ILLEGIBLE]

In the presence of:

/s/ Florence P. McGinty
--------------------------------
Name:  Florence P. McGinty
Title: Administrative Assistant

THE AGENT

CREDIT LYONNAIS

By:

In the presence of:

_____________________
Name:
Title:

                                      -10-
<PAGE>

By:

In the presence of:

___________________

Name:
Title:

The Agent

CREDIT LYONNAIS

By: /s/ [ILLEGIBLE]
   -----------------

In the presence of:

/s/ [ILLEGIBLE]
--------------------
Name:
Title:

[ILLEGIBLE]

                                      -11-
</TEXT>
</DOCUMENT>
