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                                                                    EXHIBIT 10.5







                         ______________________________


                                 AMENDMENT NO. 2

                                       to

                         ADMINISTRATIVE AGENCY AGREEMENT

                                      among

             DEBIS AIRFINANCE FINANCIAL SERVICES (IRELAND) LIMITED,
                          DEBIS AIRFINANCE IRELAND PLC
                               AIRPLANES LIMITED,
                           AIRPLANES HOLDINGS LIMITED,
                              AIRPLANES U.S. TRUST
                                       AND
                                  AEROUSA, INC.

                          Dated as of November 5, 2002

                         ______________________________



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               AMENDMENT NO. 2 TO ADMINISTRATIVE AGENCY AGREEMENT


         AMENDMENT NO. 2 dated as of November 5, 2002 (this
"AMENDMENT") to the Administrative Agency Agreement, dated as of March 28, 1996,
as amended by Amendment No. 1 to Administrative Agency Agreement dated as of
February 5, 2002 (as so amended, the "ORIGINAL AGREEMENT"), among debis
AirFinance Financial Services (Ireland) Limited (formerly GPA Financial Services
(Ireland) Limited), a company incorporated under the laws of Ireland (the
"ADMINISTRATIVE Agent"), debis AirFinance Ireland plc (formerly GPA Group plc),
a company incorporated under the laws of Ireland, Airplanes Limited, a company
incorporated under the laws of Jersey, Channel Islands, Airplanes Holdings
Limited (formerly GPA II Limited), a company incorporated under the laws of
Ireland, Airplanes U.S. Trust, a Delaware business trust and AeroUSA, Inc., a
company incorporated under the laws of the State of Connecticut.

                              W I T N E S S E T H :

         WHEREAS, the parties hereto wish to make certain amendments to amend
the Original Agreement to reduce the administrative fees payable in
consideration of the Administrative Agent's performance of the Administrative
Services and to amend the termination provisions;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Original Agreement
has the meaning assigned to such term in the Original Agreement. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Original Agreement shall, after this Amendment becomes
effective, refer to the Original Agreement as amended hereby.

         SECTION 2. Reduction of Administrative Fee. The definition of
"Administrative Fee" in Section 8.01(a)(i) of the Original Agreement is amended
by replacing the amount $4,000,000 with the amount $3,520,000. The second
paragraph of Section 8.01(a) is amended by replacing the amount $4,000,000 with
the amount $3,520,000.

         SECTION 3. Amendment to Termination. Section 9.02(a) of the Original
Agreement is amended by replacing "120 days" with "180 days."


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         SECTION 4. Governing Law. This Amendment shall in all respects be
governed by, and construed in accordance with, the laws (excluding principles of
conflicts of laws) of the State of New York applicable to agreements made and to
be performed entirely within such State, including all matters of construction,
validity and performance.

         SECTION 5. Effectiveness. The effective date of this Amendment shall be
April 1, 2002.

          SECTION 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


                                       2


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed as of the date first above written.

                                            DEBIS AIRFINANCE FINANCIAL SERVICES
                                            (IRELAND) LIMITED

                                            By        /s/ Sean Brennan
                                              ----------------------------------
                                               Name:
                                               Title:



                                            DEBIS AIRFINANCE IRELAND PLC

                                            By        /s/ Sean Brennan
                                              ----------------------------------
                                               Name:
                                               Title:


                                            AIRPLANES LIMITED

                                            By        /s/ Roy Dantzic
                                              ----------------------------------
                                               Name:
                                               Title:


                                            AIRPLANES HOLDINGS LIMITED

                                            By        /s/ Roy Dantzic
                                              ----------------------------------
                                               Name:
                                               Title:



                                            AIRPLANES U.S. TRUST

                                            By        /s/ Roy Dantzic
                                              ----------------------------------
                                               Name:
                                               Title:


                                            AEROUSA, INC.


                                            By        /s/ Roy Dantzic
                                              ----------------------------------
                                               Name:
                                               Title: