Exhibit 2.19  Execution
Text  Dated:
2 November 2007   (1) AERCAP
AERVENTURE HOLDING B.V.  (2) NLM
AERVENTURE HOLDING B.V.  (3) INTERNATIONAL
CARGO AIRLINES COMPANY KSC (trading as LoadAir)  (4) 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\1576890.3


CONTENTS  1.
  Definitions
  and Interpretation
  32.
  Amendment
  of Joint Venture Agreement
  33.
  Representations
  and Warranties
  44.
  Invalidity
  45.
  Governing
  Law
  46.
  Miscellaneous
  47.
  Counterparts
  48.
  Schedule


ThisAMENDMENT AGREEMENTdated 2 November 2007 is made
between  (1)AERCAP
AERVENTURE HOLDING B.V.,a company organised and existing under the laws of The
Netherlands and having its principal place of business at Evert van de
Beekstraat 312, 1118, CX, Schiphol Airport, The Netherlands (AerCap AerVenture B.V. 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 and having its principal place of business at
Naritaweg 165 telestone 8, 1043 BW, Amsterdam, The Netherlands (NLM B.V. which term includes its successors and permitted
assigns);  (3)INTERNATIONAL CARGO AIRLINES COMPANY KSC (trading as LoadAir), a company incorporated in
Kuwait, whose principal place of business is at Kuwait Free Trade Zone,
Moevenpick Way, Kuwait City, P.O. Box 43443, Kuwait (LoadAir
which term includes its successors and permitted assigns); and  (4)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 B.V. (as transferee of Narrowbody Lease Management B.V.),
LoadAir and the Company are party to that certain Joint Venture Agreement dated
30 December 2005 (as amended) (the Joint Venture Agreement)
and pursuant to which it was agreed, inter alia, that the Company would operate
as a joint venture vehicle for the purpose of acquiring and leasing a fleet of
new Airbus A320 family aircraft.  B.Clause 2.3 of the Joint Venture Agreement
provides that the central management and control of the Company shall be
exercised in Ireland and that each of the Shareholders shall take such steps as
are within its control to ensure that the Company is treated by all relevant
authorities as being resident for taxation and other purposes in Ireland.  C.Pursuant to Clause 9.1(k) of the Joint
Venture Agreement each Shareholder undertakes to each other Shareholder that it
shall comply with its obligations under the Joint Venture Agreement and shall
exercise all voting rights and other powers of control available to it in
relation to the Company and the Directors or otherwise so as to procure
(insofar as it is able by the exercise of such rights and powers) that at all
times during the term of the Joint Venture Agreement the the Company is managed
and controlled in Ireland and that all Board meetings are held in Ireland.  D.The parties hereto have agreed to enter
into certain arrangements to achieve the tax residency migration of the Company
from Ireland to the Netherlands (the AerVenture Migration).  E.In order to achieve the AerVenture
Migration, the parties hereto have agreed to amend the Joint Venture Agreement
to provide, inter alia, that the central management
and control of the Company shall be exercised in the Netherlands and the
parties hereto have agreed to enter into this agreement to amend the Joint
Venture Agreement in the manner provided herein.  2


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.  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 of Joint Venture Agreement  2.1With effect from the date hereof,  the Joint Venture Agreement shall be amended
as follows:  (a)by deleting the text of the definition of Service
Provider in Clause 1.1 and replacing it with the following text:  Service Providermeans
the Administrative Agent, the Cash Manager, AerCap Ireland Limited, the
Servicer and the Insurance Servicer in their capacity as Servicers under the
Services Agreements;  (b)by deleting thetext of the of the
definition of Servicer in Clause 1.1 and replacing it with the following text:  Servicer
means AerCap Group Services B.V. as the primary servicer to the Company under
the Servicing Agreement;  (c)by deleting the text of the definition of Servicing
Agreement in Clause 1.1 and replacing it with the following text:  Servicing Agreement
means the Amended and Restated Servicing Agreement dated 2 November 2007
between AerCap Ireland Limited, the Cash Manager (in its capacity as cash
manager), the Cash Manager (in its capacity as Insurance Servicer), the
Servicers, the Administrative Agent, the Company, AerVenture Leasing 1 Limited,
AerVenture UK Limited and each subsidiary of the Company for the time being a
party thereto;  (d)in Clause 2.3 , the word Ireland shall be deleted
and replaced with the words The Netherlands;  (e)in Clause 9.1(k), the word Ireland shall be deleted
and replaced with the words The Netherlands;  (f)in Clause 18.5, by inserting the words (other than a
member of the AerCap Group)  after the
words and no person; and  (g)in Clause 13 of Part B of Schedule 4, the word Ireland
shall, wherever it appears, be deleted and replaced with the words The
Netherlands.  2.2AerCap AerVenture B.V., NLM B.V., LoadAir 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 AerVenture B.V., NLM B.V., LoadAir and the Company have not been
discharged, impaired or otherwise affected by the execution or performance of
this Agreement.  3


2.3AerCap AerVenture B.V., NLM B.V., LoadAir 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.Representations and Warranties  3.1The provisions of Clause 7 of the Joint Venture
Agreement shall apply to this Agreement as if set out in full herein, mutatis mutandis.  4.Invalidity  4.1If 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.Governing Law  5.1The provisions of Clause 29 of the Joint Venture
Agreement shall apply to this Agreement as if set out in full herein, mutatis mutandis.  6.Miscellaneous  6.1No 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.  6.2The 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.  7.Counterparts  7.1This 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.  4


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:   INTERNATIONAL
CARGO AIRLINES COMPANY KSC (trading as LoadAir)   By:Name:Title:   AERVENTURE
LIMITED   By:Name:Title:  5