Exhibit 2.20  JVA Amendment Agreement Execution Text  Dated: 12 December 2007   (1) AERCAP AERVENTURE HOLDING B.V.  (2) NLM AERVENTURE HOLDING B.V.  (3) AERVENTURE LIMITED  AMENDMENT AGREEMENT  in respect of that Joint Venture Agreement dated 30 December 2005 (as amended)   McCann FitzGerald Riverside One Sir John Rogersons Quay Dublin 2 AXP/1604699


CONTENTS  Clause
  
  Page1.
  Definitions and Interpretation
  
  22.
  Amendment and Variation of Joint Venture Agreement
  
  23.
  Consent to Loan Note Instrument
  
  54.
  Representations and Warranties
  
  55.
  Invalidity
  
  56.
  Governing Law
  
  67.
  Miscellaneous
  
  68.
  Counterparts
  
  6Schedule - Equity Drawdown Schedule
  
  7


ThisAMENDMENT AGREEMENTdated
12 December 2007 is made between  (1)AERCAP AERVENTURE HOLDING B.V.,a
company organised and existing under the laws of The Netherlands whose
registered office is at Evert van de Beekstraat 312, 1118 CX Schiphol Airport,
Amsterdam, The Netherlands (AerCap which
term includes its successors and permitted assigns);  (2)NLM AERVENTURE HOLDING
B.V., a company organised and existing under the laws of
The Netherlands whose registered office is Naritaweg 165 telestone 8, 1043BW,
The Netherlands, (NLM which term
includes its successors and permitted assigns); and  (3)AERVENTURE LIMITED, a
company incorporated under the laws of Ireland (registered number 410443) and
having its registered office at AerCap House, Shannon, Co. Clare, Ireland (the Company which term includes its successors and permitted
assigns).  WHEREAS  A.AerCap AerVenture
B.V., (as transferee of AerCap Ireland Limited), NLM Holding B.V. (as
transferee of Narrowbody Lease Management B.V.) and the Company are party to
that certain Joint Venture Agreement dated 30 December 2005, as amended
pursuant to a Joint Venture Amendment Agreement dated 2 November 2007,
(the Joint Venture Agreement).  B.Clause 13.4(a) of
the Joint Venture Agreement provides that on or before a Financing Start Date
the Cash Manager shall by notice in writing require that each Shareholder shall
pay to the Company no later than ten Business Days before the Relevant Quarter
(the Due Date), the Agreed Proportion of
the Additional Shareholder Capital Tranche.  C.Schedule 7 to the
Joint Venture Agreement (the Original Equity Drawdown
Schedule) designates the Relevant Quarters and the amounts due by
each of the Shareholders on the Due Date in respect of such Relevant Quarters.  D.The parties
hereto have agreed to amend the Joint Venture Agreement, inter alia, to:  (i)substitute the
equity drawdown schedule set out in the Schedule (the New
Equity  Drawdown
Schedule) to this Agreement for the
Original Equity Drawdown Schedule to indicate the quarters in which amounts of
Secured Initial Shareholder Capital, Additional Shareholder Capital and Notes
are to be subscribed for by the Shareholders or AerCap as the case may be;  (ii)permit the Cash
Manager, in any notice issued in respect of the Secured Initial Shareholder
Capital, to increase or reduce the amount thereof by up to US$7,500,000;  (iii)permit the Cash
Manager, in any Call Notice in respect of an Additional Shareholder Capital
Tranche, to increase or reduce the scheduled amount of such Additional
Shareholder Capital Tranche by up to US$10,000,000;  (iv)oblige AerCap to
subscribe for the Notes; and  1


(v)oblige NLM to pay
to the Company not later than ten (10) Business Days before 31 March 2009
an amount equal to 50% of the par value of Notes subscribed for by AerCap.  The Company shall issue to NLM fully paid
shares at par having a nominal value equal to the par value of such Notes.  The proceeds of such payment shall be used by
the Company to redeem Notes held by AerCap at par.  E.By their
execution of this Agreement, NLM and AerCap, as Significant Shareholders,
confirm their agreement to the execution by the Company of the Loan Note
Instrument in accordance with and as required by clause 9 of and schedule 4 to
the Joint Venture Agreement.  IT IS HEREBY AGREEDas
follows:  1.Definitions
and Interpretation  1.1In
this Agreement (including in the Recitals), all terms and expressions shall,
unless otherwise defined herein, have the meaning attributed to such terms and
expressions in the Joint Venture Agreement:  Loan Note Instrument
means the instrument constituting convertible redeemable loan notes in an
amount of US$70,000,000 executed by the Company on or about the date hereof;
and  Notes has the
meaning given to it in the Loan Note Instrument.  1.2The
terms of clause 1.2 of the Joint Venture Agreement shall apply to this
Agreement as if set out herein, mutatis mutandis.  2.Amendment
and Variation of Joint Venture Agreement  2.1Definitions; substitution of
schedule 7; amendment to Clause 13.4(a)  With effect from the date hereof, the Joint
Venture Agreement shall be amended as follows:  (a)by
deleting thetext of the of
the definition of Financing Start Date in Clause 1.1 and replacing it with
the following text:  Financing
Start Date means the date thirty (30) days before the first date of
the quarter in which such subscription is to occur, as set out in the Equity
Drawdown Schedule which shall be the Relevant Quarter
in respect of that Financing Start Date;  (b)by
amending the definition of Additional Shareholder Capital Tranche by deleting
the text (not being more than 115% of the scheduled amount) in paragraph (a)(i) of
such definition, and replacing such deleted text with the following text:  (not being (A) less
than the scheduled amount minus US$10,000,000 or (B) greater than the
scheduled amount plus US$10,000,000);  (c)by
amending the definition of Business Day by deleting the words both Dublin
and Kuwait and replacing them with the words Dublin, Amsterdam and Kuwait;  2


(d)by
amending the definition of Secured Initial Shareholder Capital by inserting
the following text at the end thereof:  provided
that the Cash Manager may increase or decrease such amount by up to
US$7,500,000 in the notice referred to in Clause 13.3(a)(i)(A);  (e)by
inserting the following definitions in the appropriate alphabetical order in
clause 1.1 of the Joint Venture Agreement:  Loan Note
Instrument means the instrument constituting convertible redeemable
loan notes in an amount of US$70,000,000 executed by the Company on 12 December 2007;  Note
Financing Start Date means in respect of any subscription by AerCap
for Notes under Clause 13.5, any day before the first date of the quarter in
which such subscription for Notes is to occur, as set out in the Equity
Drawdown Schedule (such date to be determined by Cash Manager in consultation
with AerCap) which shall be the Relevant Quarter
in respect of that Note Financing Start Date; and  Notes has the meaning given to it in the Loan Note
Instrument;;  (f)by
deleting the words 45 days in the first line of clause 13.3(a)(i)(A) and
replacing them with 30 days; and  (g)by
deleting the text in Schedule 7 to the Joint Venture Agreement and replacing it
with the text in the Schedule to this Agreement.  2.2Variation of certain rights and
obligations under the Joint Venture Agreement  (a)Notwithstanding
anything to the contrary in clause 13.4 of the Joint Venture Agreement (as
amended pursuant to the terms of this Agreement), it is agreed that
US$70,000,000 of the Additional Shareholder Capital shall be contributed to the
Company not by way of subscription for Shares by the Shareholders but rather by
AerCap subscribing for US$70,000,000 of Notes pursuant to the terms of this
Agreement and the Joint Venture Agreement (as amended by this Agreement) provided thatit is acknowledged and agreed by NLM, the
Company and AerCap that the failure by AerCap to subscribe for any or all of
the Notes in accordance with the Joint Venture Agreement (as amended) shall not
constitute an Event of Default or a Financing Event of Default.  NLM acknowledges and agrees that it shall
have no recourse against AerCap (whether at law, in equity or howsoever
otherwise) if AerCap fails to subscribe for any or all of the Notes in
accordance with the Joint Venture Agreement (as amended).  For the avoidance of doubt, the agreement by
NLM in the preceding sentence shall not affect, or be construed to affect, the
rights of the Company against AerCap in respect of any breach by AerCap of its
obligations hereunder to subscribe for Notes.  (b)In
order to reflect the rights and obligations of AerCap, NLM and the Company in
respect of such Notes, the following text shall be inserted in the Joint
Venture Agreement as a new clause 13.5 and the existing clauses 13.5 and 13.6
shall be renumbered as 13.6 and 13.7 respectively:  3


13.5(a)On
any date on or before a Note Financing Start Date the Cash Manager shall by
notice in writing (the Note  Call Notice) require that AerCap shall subscribe at par for
Notes under the Loan Note Instrument on any Business Day before the end of the
Relevant Quarter (the Note  Due Date), in such amount as is specified in the Note Call
Notice, which amount shall be the amount specified in the column entitled Note
Subscription in the Equity Drawdown Schedule for the Relevant Quarter provided that the Cash Manager may increase or decrease such
amount up to US$10,000,000 in the Note Call Notice (such amount being the Note  Call Amount) provided further that if the aggregate of the par value of
Notes which have been subscribed for by AerCap as at 1 January 2009 (such
amount being the Total Subscribed Note
Amount) is less than US$70,000,000 then the Equity Drawdown
Schedule shall be automatically amended such that:  (i)there
shall be inserted in the Equity Drawdown Schedule in the column headed Note
Subscription for the quarter start date January-09 an amount equal to the
difference between US$70,000,000 and the Total Subscribed Note Amount (the Differential Amount);  (ii)the
amount specified in the column headed Additional Shareholder Capital for the
quarter start date January-09 shall be reduced by an amount equal to the
Differential Amount; and  (iii)the
amount specified in the column headed Additional Shareholder Capital for the
quarter start date April-09 shall be increased by an amount equal to the
Differential Amount.  (b)AerCap
undertakes to the Company to pay the Note Call Amount as set out in any such
Note Call Notice in the manner specified in the Note Call Notice and as
required by the Loan Note Instrument; and  (c)No later than 30 days before 31 March 2009,
the Cash Manager shall issue a notice to NLM requiring it to pay to the Company
a cash amount equal to fifty per cent. (50%) of the par value of the Notes
subscribed for by AerCap prior to 31 March 2009 (the Subject
Notes) and not later than ten (10) Business Days before 31 March 2009,
NLM shall pay such amount in cash to the Company.  Following receipt of such sum, on 31 March 2009
the Company shall issue to NLM Shares fully paid at par having a nominal value
equal to the par value of the Subject Notes. 
The Company shall use all of the subscription proceeds for such Shares
to redeem on 31 March 2009 such number of the Notes outstanding on such
date as equal the amount of such subscription proceeds.  For the avoidance of doubt, the Company shall
be entitled to redeem Notes only out of the proceeds of the subscription for
such Shares, save where  4


such redemption is made under clause 7(a) (Acceleration Events) of the Loan Note Instrument.  (c)NLM
acknowledges and agrees that it shall have no rights under clause 15.1 of the
Joint Venture Agreement, nor shall article 7.1 of the articles of association
of the Company apply, in respect of any Shares issued to the holder of Notes as
a result of or in connection with the redemption or conversion of any Notes in
accordance with the Loan Note Instrument.  2.3AerCap,
NLM and the Company each hereby unconditionally and irrevocably acknowledge and
confirm that save as amended and varied by this Agreement, the Joint Venture
Agreement remains in full force and effect and the rights and obligations of
each of AerCap, NLM and the Company have not been discharged, impaired or
otherwise affected by the execution or performance of this Agreement.  2.4AerCap,
NLM and the Company each hereby agree that, with effect from the date hereof,
all references to the Joint Venture Agreement (howsoever described) will be
construed as references to the Joint Venture Agreement as amended pursuant to
this Agreement, as it may be further amended from time to time.  3.Consent
to Loan Note Instrument  3.1By
its execution hereof, and for the purposes of clause 9 of and schedule 4 to the
Joint Venture Agreement, each of AerCap and NLM irrevocably consent to:  (a)the
amendment and variation to the Joint Venture Agreement constituted by this
Agreement; and  (b)the
constitution of the Loan Note Instrument by the Company, the issuance of Notes
thereunder and any issuance of Shares in connection with the redemption or
conversion of any such Notes as contemplated by the Loan Note Instrument.  4.Representations
and Warranties  4.1The
provisions of Clause 7 of the Joint Venture Agreement shall apply to this
Agreement as if set out in full herein, mutatis mutandis.  5.Invalidity  5.1If
a provision of this Agreement is or becomes illegal, invalid or unenforceable
in any jurisdiction, that will not affect:  (a)the
legality, validity or enforceability in that jurisdiction of any other
provision of this Agreement; or  (b)the
legality, validity or enforceability in any other jurisdiction of that or any
other provision of this Agreement.  The illegal,
invalid or unenforceable provision shall be substituted by a valid provision
which accomplishes as far as legally possible the economic purposes of the void
or unenforceable provision.  5


6.Governing
Law  The provisions of Clause 29 of the Joint
Venture Agreement shall apply to this Agreement as if set out in full herein, mutatis mutandis.  7.Miscellaneous  7.1No
neglect, delay or indulgence on the part of any party hereto in enforcing the
terms and conditions of this Agreement shall prejudice the strict rights of any
party hereunder or be construed as a waiver thereof nor shall this Agreement be
capable of variation except in writing signed by the parties hereto.  7.2The
respective rights of the parties hereunder are cumulative, may be exercised as
often as each of them considers appropriate and are in addition to their
respective rights under general law.  8.Counterparts  8.1This
Agreement may be executed in any number of counterparts and by any party hereto
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which, when taken together, shall constitute one and the
same agreement.  6


IN WITNESSwhereof the parties hereto have entered into this Agreement the day and year
herein first written.   AERCAP AERVENTURE HOLDING B.V.   By:Name:Title:   NLM AERVENTURE HOLDING B.V.   By:Name:Title:   AERVENTURE LIMITED   By:Name:Title:  7