Exhibit
2.15  [Execution Copy]  FIRST AMENDMENT AGREEMENT  FIRST AMENDMENT AGREEMENT, dated as of
November 13, 2007 (this Amendment), to the Amended and Restated
Credit Agreement, dated as of May 8, 2007, by and among AERFUNDING 1
LIMITED, an exempted company organized and existing under the laws of Bermuda
(the Borrower), AERCAP IRELAND LIMITED, a limited company incorporated
and existing under the laws of Ireland (AerCap), individually and as
primary servicer under the Servicing Agreement (AerCap in such capacity the Servicer),
AERCAP ADMINISTRATIVE SERVICES LIMITED, a limited company incorporated and
existing under the laws of Ireland (AASL), individually and as primary
administrative agent under the Service Provider Administrative Agency Agreement
(AASL in such capacity the Service Provider Administrative Agent),
AERCAP CASH MANAGER II LIMITED, a limited company incorporated and existing
under the laws of Ireland (ACML), individually and as financial
administrative agent under the Service Provider Administrative Agency Agreement
(ACML in such capacity the Financial Administrative Agent), and as
cash manager under the Cash Management Agreement (ACML in such capacity the Cash
Manager), and as insurance servicer under the Servicing Agreement (ACML in
such capacity the Insurance Servicer), UBS REAL ESTATE SECURITIES INC.
(UBSRESI) and THE OTHER FINANCIAL INSTITUTIONS PARTIES THERETO FROM
TIME TO TIME AS CLASS A LENDERS (together with any permitted successors and
assigns, Class A Lenders), UBSRESI and THE OTHER FINANCIAL
INSTITUTIONS PARTIES THERETO FROM TIME TO TIME AS CLASS B LENDERS (together
with any permitted successors and assigns, Class B Lenders and,
together with the Class A Lenders, the Lenders), UBS SECURITIES
LLC (UBSS), as agent (UBSS in such capacity, the Administrative
Agent) for the Lenders, UBSS as funding agent (UBSS in such capacity, the UBS
Funding Agent) for the UBS Funding Group (as defined therein), each Other
Funding Agent (as defined therein) as funding agent for its related Other
Funding Group (as defined therein), and DEUTSCHE BANK TRUST COMPANY AMERICAS,
in its capacity as Collateral Agent (as defined therein) and in its capacity as
Account Bank (as defined therein) (as amended, restated, supplemented or
otherwise modified from time to time pursuant to the terms thereof, the Credit
Agreement). Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed thereto in the Credit Agreement.  WHEREAS,
the parties hereto have agreed to amend the Credit Agreement on the terms and
subject to the conditions herein set forth;  NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and subject to the fulfillment of the conditions set forth
below, the parties hereto agree as follows:


SECTION 1. AMENDMENTS
TO THE CREDIT AGREEMENT  The
Credit Agreement is hereby amended by:  1.1inserting the following
language after $830,000,000 at the end of the definition of the term Class A
Advances Limit in Section 1.1 of the Credit Agreement:  minus the aggregate
amount of principal paid to the Class A Lenders pursuant to clauses (M)
through (P) of Section 8.1(e)(i) from Specified Collections during the
Restricted Additional Advance Commitment Period (such amount to be calculated
in a manner satisfactory to the Administrative Agent).  1.2inserting the following
language after $170,000,000 at the end of the definition of the term Class B
Advances Limit in Section 1.1 of the Credit Agreement:  minus the aggregate
amount of principal paid to the Class B Lenders pursuant to clauses (M)
through (P) of Section 8.1(e)(i) from Specified Collections during the
Restricted Additional Advance Commitment Period (such amount to be calculated
in a manner satisfactory to the Administrative Agent).  1.3deleting the phrase third
anniversary appearing in the first line of the definition of the term Conversion
Date in Section 1.1 of the Credit Agreement and substituting therefor the
phrase fourth anniversary;  1.4inserting the following
definitions in Section 1.1 of the Credit Agreement:  Restricted Additional
Advance Commitment Period means the period commencing on the third
anniversary of the Closing Date and ending on the Conversion Date.  Specified Collections
means, in respect of any Payment Date during the Restricted Additional Advance
Commitment Period, all Collections of the type specified in clauses (i),
(iii), (iv), (v) and (vi) (except, in the case of clause (vi), to the
extent constituting a termination or similar payment) of the definition
thereof.  1.5deleting the phrase fourth
anniversary appearing in the definition of the term Stated Maturity Date in
Section 1.1 of the Credit Agreement and substituting therefor the phrase third
anniversary;  1.6inserting the following
language at the end of clause (M) of Section 8.1(e)(i) of the Credit
Agreement:  and, during the Restricted Additional Advance Commitment Period,
ratably to each Class A Funding Agent (based on outstanding Class A Advances
funded by each Class A Funding Agents Class A Funding Group), on behalf of the
related Class A Lenders, in reduction of the Outstanding Class A Principal
Amount, an amount equal to the amount required to reduce the aggregate
outstanding principal balance of all Class A Advances as of such Payment Date
to the balance that would have resulted as of such Payment Date if  2


the Borrower had made a principal payment in reduction of the
Outstanding Class A Principal Amount on each Payment Date on or after the first
day of the Restricted Additional Advance Commitment Period and through, and
including, such Payment Date in an amount equal to the aggregate outstanding
principal balance of all Class A Advances as of the first day of the Restricted
Additional Advance Commitment Period divided by 120 (it being agreed that each
Class A Funding Agent shall distribute any such amount received to the Lenders
in its Funding Group on a pro rata basis based upon the outstanding principal
amount of Advances funded by such Lenders);  1.7inserting the following
language at the end of clause (N) of Section 8.1(e)(i) of the Credit
Agreement:  and, during the Restricted Additional Advance Commitment Period,
ratably to each Class B Funding Agent (based on outstanding Class B Advances
funded by each Class B Funding Agents Class B Funding Group), on behalf of the
related Class B Lenders, in reduction of the Outstanding Class B Principal
Amount, an amount equal to the amount required to reduce the aggregate
outstanding principal balance of all Class B Advances as of such Payment Date
to the balance that would have resulted as of such Payment Date if the Borrower
had made a principal payment in reduction of the Outstanding Class B Principal
Amount on each Payment Date on or after the first day of the Restricted
Additional Advance Commitment Period and through, and including, such Payment
Date in an amount equal to the aggregate outstanding principal balance of all
Class B Advances as of the first day of the Restricted Additional Advance
Commitment Period divided by 120 (it being agreed that each Class B Funding
Agent shall distribute any such amount received to the Lenders in its Funding
Group on a pro rata basis based upon the outstanding principal amount of
Advances funded by such Lenders); and  1.8inserting the following
language after the words during the Amortization Period in clauses (O)
and (P) of Section 8.1(e)(i) of the Credit Agreement:  and
during the Restricted Additional Advance Commitment Period  SECTION 2. CONDITIONS
TO EFFECTIVENESS  This
Amendment shall be effective upon (i) delivery to the Administrative Agent
of counterparts hereof executed by each of the parties hereto,
(ii) delivery to the Administrative Agent by each Lender of an executed
counterpart of a letter agreement, dated as of the date hereof, with respect to
a fee (the Extension Fee) payable to such Lender in connection with
this Amendment and (iii) payment to each Lender of the Extension Fee payable
thereto.  SECTION 3. MISCELLANEOUS  3.1The Borrower hereby
certifies that the representations and warranties set forth in Article IX
of the Credit Agreement and any other representations and warranties made by
the Borrower in the Credit Agreement, in each case to the extent that such
representations and warranties are deemed repeated on each Payment Date
pursuant to the terms of the Credit Agreement, are true and correct on the date
hereof with the same force and effect as if made on the date hereof. Each
Service Provider hereby certifies that the representations and warranties  3


set forth in Section 8.3 of the Credit
Agreement and any other representations and warranties made by such Service
Provider (irrespective of its capacity) in the Credit Agreement, in each case
to the extent that such representations and warranties are deemed repeated on
each Payment Date pursuant to the terms of the Credit Agreement, are true and
correct on the date hereof with the same force and effect as if made on the
date hereof. In addition, the Borrower and each Service Provider (in each of
its capacities under the Transaction Documents) each represents and warrants
(which representations and warranties shall survive the execution and delivery
hereof) that (a) no Early Amortization Event, Event of Default or Servicer
Termination Event (nor any event that but for notice or lapse of time or both
would constitute an unwaived Early Amortization Event, Event of Default or Servicer
Termination Event) shall have occurred and be continuing as of the date hereof
nor shall any Early Amortization Event, Event of Default or Servicer
Termination Event (nor any event that but for notice or lapse of time or both
would constitute an unwaived Early Amortization Event, Event of Default or
Servicer Termination Event) occur due to this Amendment becoming effective,
(b) the Borrower and each Service Provider each has the corporate power
and authority to execute and deliver this Amendment and has taken or caused to
be taken all necessary corporate actions to authorize the execution and
delivery of this Amendment, and (c) no consent of any other person
(including, without limitation, shareholders or creditors of the Borrower or
any Service Provider), and no action of, or filing with any governmental or
public body or authority is required to authorize, or is otherwise required in
connection with the execution and performance of this Amendment other than such
that have been obtained.  3.2The Credit Agreement,
as amended hereby, is hereby ratified and confirmed in all respects and remains
in full force and effect in accordance with its terms.  3.3All references in the
Credit Agreement to this Agreement and herein and all references to the
Credit Agreement in the documents executed in connection with the Credit
Agreement shall mean the Credit Agreement as amended hereby.  3.4This Amendment may be
executed by the parties hereto individually or in combination, in one or more
counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile shall be effective as delivery of
a manually executed counterpart of this Amendment.  3.5By their signatures
below, each of the Lenders hereby directs the Collateral Agent and Account Bank
to execute and deliver this Amendment.  3.6THIS AMENDMENT SHALL,
IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION.  Sections
17.6, 17.7, 17.8, 17.10, 17.11, 17.13 and 17.14 of the Credit Agreement are
hereby incorporated by reference and shall apply mutatis mutandis to this Amendment.  4


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written.  AERFUNDING 1 LIMITED, as BorrowerBy:Name:Title:AERCAP IRELAND LIMITEDBy:Name:Title:AERCAP ADMINISTRATIVE SERVICES 
  LIMITEDBy:Name:Title:AERCAP CASH MANAGER II LIMITEDBy:Name:Title:


UBS SECURITIES LLC, as Administrative 
  Agent and as UBS Funding AgentBy:Name:Title:By:Name:Title:UBS REAL ESTATE SECURITIES INC., 
  as a UBS Non Conduit Lender, Class A 
  Lender and Class B LenderBy:Name:Title:By:Name:Title:AOZORA BANK, LTD., as a UBS Non 
  Conduit Lender, Class A Lender and 
  Class B LenderBy:Name:Title:By:Name:Title:  6


BTMU CAPITAL CORPORATION, as a 
  UBS Non Conduit Lender and Class A 
  LenderBy:Name:Title:KfW, as a UBS Non Conduit Lender and 
  Class A LenderBy:Name:Title:By:Name:Title:DEUTSCHE BANK TRUST COMPANY 
  AMERICAS, as Collateral Agent and as 
  Account BankBy:Name:Title:By:Name:Title:  7