Exhibit 4.24.2
    AMENDMENT NO. 2 Amendment CREDIT AGREEMENT Credit Agreement Borrower Manager Lenders Administrative Agent Security Trustee Account Bank
 W I T N E S S E T H
    Definitions
 Amendments
 (i)
    
    All references to the Advance Date in Sections
6.2(c), 6.2(f), 6.2(i), 6.2(l), 6.2(m),
6.2(o), 6.2(s), the lead-in to Article VIII,
Sections 8.6(C), 8.8, 8.9, 8.10, 8.11,
8.19, 8.24, 9.2, 9.34(c) and
16.3(b)(iii) of the Credit Agreement are hereby replaced with
references to the Release Date.(ii)
    
    Section 1.1 is hereby amended as follows:
 Interest Expense
 Interest Expense Section 9.29(e)




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Interest Period
 Borrowing Base Certification
 Borrowing Base Certification Section
2.2(a)
 Holding Period
 Holding Period Section 2.2(a)
 Holding Period Release Request
 Holding Period Release Request Section
2.2(b)(iii)
 Release Date
 Release Date Section 2.2(b)(iii)
 Advance Date
 Payment Date
 (iii)
    
    Section 2.2(a) is hereby amended and restated in its entirety
to read as follows:
 Advances Advance
Request Exhibit A Holding
Period




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Section 6.2 Annex II Exhibit A Borrowing Base Certification pro rata
 (iv)
    
    Section 2.2(b)(i) is hereby amended by replacing the words:
date of such Advance with the words dates of the Holding Period pursuant to
the relevant Advance Request.(v)
    
    Section 2.2(b)(ii) is hereby amended and restated in its
entirety to read as follows:
 Section 2.2(a) Section 2.1 provided that Section 6.2




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provided that Section 6.2
 (vi)
    
    The following new clauses (iii), (iv), (v), (vi) and (vii)
shall be added at the end of Section 2.2(b) to read as follows:
 Section
2.2(b)(ii) Holding Period Release Request Release Date Annex IV Exhibit A
 Section 6.2
 pro
rata




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pro rata
 Section 2.2(b)(v) Section 2.2(b)(vi) Section
5.5 Section 5.4 Section 5.4 Section 5.5
 (vii)
    
    Section 2.3 is hereby amended by inserting the words: or a
Holding Period Release Request, as the case may be, after the words Each
delivery of an Advance Request.(viii)
    
    Section 3.1 is hereby amended by replacing the words date of such Advance
with the words Advance Date of such Advance.(ix)
    
    Section 5.4 is hereby amended by replacing the words or (d)
with the words: , (d) the transfer or repayment of all or any portion of an
Advance pursuant to Section 2.2(b)(v) or Section 2.2(b)(vi), or
(e).(x)
    
    The lead-in paragraph of Section 6.2 is hereby amended and
restated in its entirety to read as follows:
 Advances Section 2.2(b)
 (xi)
    
    Section 6.2(a) is hereby amended and restated to read as
follows:
 No Borrowing Base Deficiency
 (xii)
    
    Each of clauses (ii) and (iii) of Section 12.1(a) is hereby
amended by




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inserting in each case the words: of any Advance after the words of any
principal.(xiii)
    
    Section 7.1(k) is hereby added to read as follows:
 Lender Repayments Section 2.2(b)(vii)
 (xiv)
    
    Section 16.15(b) is hereby amended and restated in its
entirety to read as follows:
 Section 16.15(b) Section 16.15(b)




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Section 16.15(b)
 (xv)
    
    Exhibit A is hereby replaced with Annex I to this Amendment.
 Representations and Warranties Article VIII Section 4.02
 Condition To Effectiveness
 Miscellaneous




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GENESIS ACQUISITION LIMITED,
as BorrowerBy:
    /s/ John McMahonName:
     
    John McMahonTitle:
    
    Director Amendment No. 2 to Credit Agreement




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ROSS LEASING LIMITED,
as Borrower SubsidiaryBy:
    /s/ Brian MarksName:
     
    Brian MarksTitle:
    
    Attorney-in-fact Amendment No. 2 to Credit Agreement




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LARE LEASING LIMITED,
as Borrower SubsidiaryBy:
    /s/ Brian MarksName:
     
    Brian MarksTitle:
    
    Attorney-in-fact Amendment No. 2 to Credit Agreement




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GENESIS LEASE LIMITED,
as ManagerBy:
    /s/ John McMahonName:
     
    John McMahonTitle:
    
    Director Amendment No. 2 to Credit Agreement




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CITIBANK, N.A.,
as Administrative AgentBy:
    /s/ Louise OMaraName:
     
    Louise OMaraTitle:
    
    Vice President Amendment No. 2 to Credit Agreement




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CITIBANK, N.A.,
as LenderBy:
    /s/ Louise OMaraName:
     
    Louise OMaraTitle:
    
    Vice President Amendment No. 2 to Credit Agreement




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WACHOVIA BANK, NATIONAL ASSOCIATION,
as LenderBy:
    /s/ Eric C. BlauName:
     
    Eric C. BlauTitle:
    
    Director Amendment No. 2 to Credit Agreement




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VARIABLE FUNDING CAPITAL COMPANY LLC,
as Lender
By: Wachovia Capital Markets, LLC
as attorney-in-factBy:
    /s/ Douglas R. Wilson, Sr.Name:
     
    Douglas R. Wilson, Sr.Title:
    
    Director Amendment No. 2 to Credit Agreement




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DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Security Trustee and Account BankBy:
    /s/ Eileen M. HughesName:
     
    Eileen M. HughesTitle:
    
    Vice President By:
    /s/ James P. BowdenName:
     
    James P. BowdenTitle:
    
    Assistant Vice President Amendment No. 2 to Credit Agreement




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ALLIED IRISH BANKS, P.L.C.,
as LenderBy:
    /s/ Michael DoyleName:
     
    Michael DoyleTitle:
    
    Senior Vice President By:
    /s/ Michael RyanName:
     
    Michael RyanTitle:
    
    Senior Vice President Amendment No. 2 to Credit Agreement




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ALLIANCE & LEICESTER COMMERCIAL FINANCE plc,
as LenderBy:
    
    /s Martin Webb
    
    /s/ Jonathan MarchantName: Martin Webb
    
    Jonathan MarchantTitle: Head of Aviation
    
    Senior Manager
 Amendment No. 2 to Credit Agreement




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THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND,
as LenderBy:
    /s/ Claire MesmainName:
     
    Claire MesmainTitle:
    
    Associate Director Amendment No. 2 to Credit Agreement




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BTMU CAPITAL CORPORATION,
as LenderBy:
    /s/ Cheryl A. BehanName:
     
    Cheryl A. BehanTitle:
    
    Senior Vice President Amendment No. 2 to Credit Agreement




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BAYERISCHE HYPO-UND VEREINSBANK AG, LONDON BRANCH,
as LenderBy:
    /s/ Lutz PfeilstickerName:
     
    Lutz PfeilstickerTitle:
    
    Vice President By:
    /s/ Wolfgang SchmidtName:
     
    Wolfgang SchmidtTitle:
    
    Director Amendment No. 2 to Credit Agreement




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LANDESBANK BADEN WÜRTTEMBERG,
as LenderBy:
    /s/ Thomas LeidenbergerName:
     
    Thomas LeidenbergerTitle:
    
    Vice President By:
    /s/ Christian BeznerName:
     
    Christian BeznerTitle:
    
    SPM Amendment No. 2 to Credit Agreement




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NEC LEASING LTD.,
as LenderBy:
    /s/ Tomoyuki KatoName:
     
    Tomoyuki KatoTitle:
    
    President Amendment No. 2 to Credit Agreement




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NORDDEUTSCHE LANDESBANK GIROZENTRALE,
as LenderBy:
    /s/ BraunsName:
     
    BraunsTitle:
    
    Senior Vice President By:
    /s/ GruenkeName:
     
    GruenkeTitle:
    
    Vice President Amendment No. 2 to Credit Agreement




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WESTLB AG, LONDON BRANCH,
as LenderBy:
    /s/ V.N. HartleyName:
     
    V.N. HartleyTitle:
    
    Authorised Signature By:
    /s/ P. StephenName:
     
    P. StephenTitle:
    
    Authorised Signature Amendment No. 2 to Credit Agreement




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BAYERISCHE LANDESBANK,
as LenderBy:
    /s/ Christian SaurName:
     
    Christian SaurTitle:
    
    First Vice President By:
    /s/ Sabine KruseName:
     
    Sabine KruseTitle:
    
    Vice President Amendment No. 2 to Credit Agreement




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CALYON NEW YORK BRANCH,
as Documentation Agent and LenderBy:
    /s/ Yvegeniya LevitinName:
     
    Yvegeniya LevitinTitle:
    
    Director By:
    /s/ Angel NaranjoName:
     
    Angel NaranjoTitle:
    
    Director Amendment No. 2 to Credit Agreement




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DEKABANK DEUTSCHE GIROZENTRALE,
as LenderBy:
    /s/ Angelika BeyerName:
     
    Angelika BeyerTitle:
    
    First Vice President By:
    /s/ Carsten GroteName:
     
    Carsten GroteTitle:
    
    Assistant Vice President Amendment No. 2 to Credit Agreement




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LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE,
as LenderBy:
    /s/ HartmannName:
     
    HartmannTitle:
    
    Senior Vice President By:
    /s/ Christian RemaklusName:
     
    Remaklus, ChristianTitle:
    
    Vice President Amendment No. 2 to Credit Agreement




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NATIXIS TRANSPORT FINANCE,
as LenderBy:
    /s/ Jean-Francois LascombeName:
     
    Jean-Francois LascombeTitle: By:
    /s/ Marc BourgadeName:
     
    Marc BourgadeTitle: Amendment No. 2 to Credit Agreement




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Accepted and Agreed by:
CITIBANK, N.A.,
as Eligible CounterpartyBy:
    /s/ Louise OMaraName:
     
    Louise OMaraTitle:
    
    Vice President Amendment No. 2 to Credit Agreement




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Accepted and Agreed by:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Eligible CounterpartyBy:
    /s/ Spencer LangstonName:
     
    Spencer LangstonTitle:
    
    Vice President Amendment No. 2 to Credit Agreement




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ADVANCE REQUEST
  
 
  Borrower Credit Agreement




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th th
  
  
 Requested Aircraft Annex I
 Annex II
 Annex III




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GENESIS ACQUISITION LIMITED, as
BorrowerBy:Name:Title:




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Anticipated Date of Satisfaction of Conditions Precedent for each Requested Aircraft




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Form of Borrowing Base Certification
 Advance Request NumberDate of Advance RequestAdvance DateAircraft NumberMSNEnginesDate of Manufacture/ConversionPurchase DateLesseeLease Rental AmountRental FrequencyLease Expiry DateLease Payment CurrencySecurity DepositSupplemental RentAircraft TypeAircraft TierAircraft Tier Concentration PercentageAircraft Tier Concentration Limit Exceeded?Aircraft AgeAircraft Age Limit Exceeded?Weighted Aircraft Portfolio Age Limit Exceeded?Aircraft/Engine Combination Flown by More than Ten Operators?More than 30% of Aircraft Type Flown by Three or Fewer Operators?Event of Loss occurred?LesseeSingle Lessee Concentration Limit Exceeded?Special Consideration Country Lessee Limit Exceeded?Three Largest Lessees Concentration Limit Exceeded?




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CountryProhibited Jurisdiction under OFAC?Prohibited Country?Country Concentration LimitCountry Concentration Limit Exceeded?RegionRegion Concentration LimitRegion Concentration Limit Exceeded?Additional Aircraft Concentration Type (1)Additional Aircraft Concentration LimitAdditional Aircraft Concentration Limit Exceeded?Ratio of EBITDA to Interest Expense at least 1.5:1? (does not apply for the
earlier of the first six months after the Closing Date)Documented Purchase PriceCurrent Market Value as of Initial AppraisalBase Value as of Initial AppraisalDate of AppraisalInitial Agreed ValueOutstanding Principal Balance on Existing Portfolio
Aggregate Aircraft Borrowing Base of Existing PortfolioAdvance Rate for Aircraft to be AcquiredIndividual Aircraft Borrowing Base of Aircraft to be Acquired 
Advance AmountIndividual Aircraft Borrowing Base Exceeded?Outstanding Principal Balance post-AcquisitionBorrowing Base Deficiency?
   
    
    Widebody Aircraft
    
    Freighter Aircraft
    
    Regional Jet Aircraft
    
    Boeing Aircraft
    
    Airbus Aircraft
    
    Out-of-Production Aircraft
    
    Other Manufacturer




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Modified and Additional Attachments




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HOLDING PERIOD RELEASE REQUEST
  
 
  Borrower Credit Agreement
 A.
    
    [The Borrower requests the release of funds with respect to the Advance Request
dated , ___with respect to [number] [Aircraft]/[Aircraft Owning
Entities] as set forth in this Section A below:




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a.
    
    The Release Date of funds from the Advance is to take place on
, ___.b.
    
    The aggregate principal amount of such funds to be released is
$.c.
    
    The Administrative Agent is to release the requested funds [at
[___]AM/PM, New York time]/[upon the Borrower communicating a time of release in a
manner mutually acceptable to the Borrower and the Administrative Agent].d.
    
    The Administrative Agent is to release the requested funds to the
following account:
 
 e.
    
    The release of funds mentioned above is for the purpose of funding the
acquisition of [number] [Aircraft]/[Aircraft Owning Entities] as such
[Aircraft]/[Aircraft Owning Entities] are set forth in Annex I attached
hereto.f.
    
    Attached hereto as Annex II is a true and correct copy of the
Borrowing Base Certification required by Section 2.2(b) of the Credit Agreement.]
 B.
    
    [The Borrower requests that the funds held by the Administrative Agent with
respect to the Advance Request dated , ___(the Returned
Advance) with respect to [number] [Aircraft]/[Aircraft Owning Entities] be
returned to the Lenders as set forth in this Section B below:
 a.
    
    The date of the return of funds from the Returned Advance is to take
place by 2:00 p.m., New York time, on , ___.b.
    
    The aggregate principal amount of the funds under the Returned Advance
to be returned is $.c.
    
    The return of funds mentioned above is for the purpose of cancelling
the acquisition of [number] [Aircraft]/[Aircraft Owning Entities] as such
[Aircraft]/[Aircraft Owning Entities] are set forth in Annex I attached
hereto.]




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Very truly yours,GENESIS ACQUISITION LIMITED, as
BorrowerBy:Name:Title:




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Schedule of Aircraft/Aircraft Owning Entities under this Holding Period Release Request




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Form of Borrowing Base Certification
 Advance Request NumberDate of Advance RequestAdvance DateAircraft NumberMSNEnginesDate of Manufacture/ConversionPurchase DateLesseeLease Rental AmountRental FrequencyLease Expiry DateLease Payment CurrencySecurity DepositSupplemental RentAircraft TypeAircraft TierAircraft Tier Concentration PercentageAircraft Tier Concentration Limit Exceeded?Aircraft AgeAircraft Age Limit Exceeded?Weighted Aircraft Portfolio Age Limit Exceeded?Aircraft/Engine Combination Flown by More than Ten Operators?More than 30% of Aircraft Type Flown by Three or Fewer Operators?Event of Loss occurred?LesseeSingle Lessee Concentration Limit Exceeded?Special Consideration Country Lessee Limit Exceeded?Three Largest Lessees Concentration Limit Exceeded?




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CountryProhibited Jurisdiction under OFAC?Prohibited Country?Country Concentration LimitCountry Concentration Limit Exceeded?RegionRegion Concentration LimitRegion Concentration Limit Exceeded?Additional Aircraft Concentration Type (1)Additional Aircraft Concentration LimitAdditional Aircraft Concentration Limit Exceeded?Ratio of EBITDA to Interest Expense at least 1.5:1?
(does not apply for the
earlier of the first six months after the Closing Date)Documented Purchase PriceCurrent Market Value as of Initial AppraisalBase Value as of Initial AppraisalDate of AppraisalInitial Agreed ValueOutstanding Principal Balance on Existing PortfolioAggregate Aircraft Borrowing Base of Existing PortfolioAdvance Rate for Aircraft to be AcquiredIndividual Aircraft Borrowing Base of Aircraft to be Acquired
Advance AmountIndividual Aircraft Borrowing Base Exceeded?Outstanding Principal Balance post-AcquisitionBorrowing Base Deficiency?
  (2)
    
    Additional Aircraft Concentration Type includes:
 
    
    Widebody Aircraft
    
    Freighter Aircraft
    
    Regional Jet Aircraft
    
    Boeing Aircraft
    
    Airbus Aircraft
    
    Out-of-Production Aircraft
    
    Other Manufacturer