Exhibit 4.24.1
 
 AMENDMENT NO. 1 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)
    
    Section 1.1 is hereby amended as follows:
 Eligible Aircraft
 (ii)
    
    Section 6.2(c)(xiv) is hereby amended by inserting the words:
in the case of a used Aircraft, before the words the physical inspection
reports.(iii)
    
    Section 9.31(a) is hereby amended by inserting the words: of
Aircraft or before the words of Equity Interests.
 Representations and Warranties




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Article VIII Section 4.02
 Condition To Effectiveness
 Miscellaneous




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GENESIS ACQUISITION LIMITED,
as BorrowerBy:   /s/ Brian Fitzpatrick

Name: Brian FitzpatrickTitle:   Attorney-in-fact
 Amendment No. 1 to Credit Agreement




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ROSS LEASING LIMITED,
as Borrower SubsidiaryBy:   /s/ Huib Van Doorn

Name: Huib Van DoornTitle:   Attorney-in-fact
 Amendment No. 1 to Credit Agreement




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GENESIS LEASE LIMITED,
as ManagerBy:   /s/ Alan Jenkins

Name: Alan JenkinsTitle:   Chief Financial Officer
 Amendment No. 1 to Credit Agreement




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CITIBANK, N.A.,
as Administrative AgentBy:   /s/ Louise OMara

Name: Louise OMaraTitle:   Vice President
 Amendment No. 1 to Credit Agreement




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CITIBANK, N.A.,
as LenderBy:   /s/ Louise OMara

Name: Louise OMaraTitle:   Vice President
 Amendment No. 1 to Credit Agreement




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WACHOVIA BANK, NATIONAL ASSOCIATION,
as LenderBy:   /s/ Mark A. Heberle

Name: Mark A. HeberleTitle:   Managing Director
 Amendment No. 1 to Credit Agreement




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VARIABLE FUNDING CAPITAL COMPANY LLC, as LenderBy: Wachovia Capital Markets, LLC
as attorney-in-factBy:   /s/ Bryan P. McGrath

Name: Bryan P. McGrathTitle:   Director
 Amendment No. 1 to Credit Agreement




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DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Security Trustee and Account BankBy:   /s/ Jenna Kaufman

Name: Jenna KaufmanTitle:   DirectorBy:   /s/ William Schwerdtman

Name: William SchwerdtmanTitle:   Associate
 Amendment No. 1 to Credit Agreement




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ALLIED IRISH BANKS, p.l.c.,
as LenderBy:   /s/ Michael Doyle

Name: Michael DoyleTitle:   Senior Vice PresidentBy:   /s/ Michael Ryan

Name: Michael RyanTitle:   Senior Vice President
 Amendment No. 1 to Credit Agreement




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ALLIANCE & LEICESTER COMMERCIAL FINANCE plc,
as LenderBy:   /s/ Martin Webb            /s/ Jonathan Marchant

Name: Martin Webb                    Jonathan MarchantTitle:
 Amendment No. 1 to Credit Agreement




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THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND,
as LenderBy:   /s/ Claire Mesmain

Name: Claire MesmainTitle:   Associate Director
 Amendment No. 1 to Credit Agreement




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BTMU CAPITAL CORPORATION,
as LenderBy:   /s/ Cheryl A. Behan

Name: Cheryl A. BehanTitle:   Senior Vice President
 Amendment No. 1 to Credit Agreement




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BAYERISCHE HYPO-UND VEREINSBANK AG, LONDON BRANCH,
as LenderBy:   /s/ Lutz Pfeilsticker

Name: Lutz PfeilstickerTitle:   Vice PresidentBy:   /s/ Wolfgang Schmidt

Name: Wolfgang SchmidtTitle:   Director
 Amendment No. 1 to Credit Agreement




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LANDESBANK BADEN WÜRTTEMBERG,
as LenderBy:   /s/ Thomas Leidenberger

Name: Thomas LeidenbergerTitle:   Vice PresidentBy:   /s/ Christian Bezner

Name: Christian BeznerTitle:   SPM
 Amendment No. 1 to Credit Agreement




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WESTLB AG, LONDON BRANCH,as LenderBy:   /s/ Victoria Hartley

Name: Victoria HartleyTitle:   Executive DirectorBy:   /s/ John Swift

Name: John SwiftTitle:   Director
 Amendment No. 1 to Credit Agreement




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BAYERISCHE LANDESBANK,
as LenderBy:   /s/ Christian Saur

Name: Christian SaurTitle:   First Vice PresidentBy:   /s/ Sabine Kruse

Name: Sabine KruseTitle:   Vice President
 Amendment No. 1 to Credit Agreement




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CALYON NEW YORK BRANCH,
as Documentation Agent and LenderBy:   /s/ Yevgeniya Levitin

Name: Yevgeniya LevitinTitle:   DirectorBy:   /s/ Angel Naranjo

Name: Angel NaranjoTitle:   Director
 Amendment No. 1 to Credit Agreement




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DEKABANK DEUTSCHE GIROZENTRALE,
as LenderBy:   /s/ Angelika Beyer

Name: Angelika BeyerTitle:   First Vice PresidentBy:   /s/ Carsten Grote

Name: Carsten GroteTitle:   Assistant Vice President
 Amendment No. 1 to Credit Agreement