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                                                                    EXHIBIT 10.5


                                                               EXECUTION VERSION




                           REFERENCE AGENCY AGREEMENT

                            dated as of June 26, 2001

                                     between


       LEASE INVESTMENT FLIGHT TRUST, a Delaware statutory business trust,
                                 as the Issuer,


                             BANKERS TRUST COMPANY,
                             as the Reference Agent


                                       and


                   PHOENIX AMERICAN FINANCIAL SERVICES, INC.,
                           as the Administrative Agent


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      This REFERENCE AGENCY AGREEMENT, dated as of June 26, 2001, is between
LEASE INVESTMENT FLIGHT TRUST, a business trust organized under the laws of
Delaware (the "Issuer"), BANKERS TRUST COMPANY, a New York banking corporation
("Bankers Trust"), and PHOENIX AMERICAN FINANCIAL SERVICES, INC., a California
corporation, in its capacity as administrative agent (the "Administrative
Agent").

                                R E C I T A L S:

      A. On the date hereof, pursuant to the terms of the Trust Indenture dated
the date hereof between Lease Investment Flight Trust, Bankers Trust and Phoenix
American Financial Services, Inc. (the "Indenture"), the Issuer is issuing and
selling, inter alia, the Subclass A-1 Notes, the Subclass A-2 Notes, the
Subclass A-3 Notes, Subclass B-1 Notes, Subclass C-1 Notes and the Subclass D-1
Notes.

      B. From time to time, the Issuer may issue Exchange Notes or Refinancing
Notes in replacement of the Initial Notes, and/or Additional Notes under the
Indenture;

      C. The Subclass A-1 Notes, the Subclass A-2 Notes, the Subclass A-3 Notes,
the Subclass B-1 Notes, the Subclass C-1 Notes and the Subclass D-1 Notes are,
and certain subclasses of Refinancing Notes and Additional Notes may be,
entitled to receive interest at floating rates, in respect of which LIBOR will
be determined in accordance with Section 6 hereof;

      NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

      SECTION 1.01. DEFINITIONS. Unless otherwise defined herein, all
capitalized terms used but not defined herein have the meanings assigned to such
terms in the Indenture.

      SECTION 1.02. CONSTRUCTION AND USAGE. The conventions of construction and
usage set forth in the Indenture (including Section 1.02 thereof) are
incorporated by reference herein.

      SECTION 2. APPOINTMENT OF REFERENCE AGENT. The Issuer hereby appoints
Bankers Trust as the Reference Agent, and Bankers Trust hereby accepts such
appointment and agrees to perform the duties and obligations of Reference Agent
set forth in Section 6 hereof.

      SECTION 3. STATUS OF REFERENCE AGENT. Any acts taken by the Reference
Agent under this Agreement or in connection with any Floating Rate Note,
including the calculation of LIBOR for any interest rate for such Floating Rate
Note, shall be deemed to have been taken by the Reference Agent solely in its
capacity as an agent acting on behalf of the Issuer and shall not create or
imply any obligation to, or any agency, fiduciary or trust relationship with,
any of the owners or holders of the Floating Rate Notes.

      SECTION 4. REFERENCE AGENT FEES AND EXPENSES. In consideration of the
Reference Agent's performance of the services provided for under this Agreement,
the Issuer shall pay to the Reference Agent an annual fee set forth under a
separate agreement between the Issuer and Bankers Trust. In addition, the Issuer
shall reimburse the Reference Agent for all reasonable out-

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of-pocket expenses, disbursements and advances (including reasonable legal fees
and expenses) incurred or made by the Reference Agent from time to time in
connection with the services rendered by it under this Agreement, except any
expenses, disbursements, or advances attributable to its gross negligence or
willful misconduct.

      SECTION 5. RIGHTS AND LIABILITIES OF REFERENCE AGENT. In the absence of
negligence or willful misconduct on the part of the Reference Agent, its
directors, officers, employees and agents, such persons may conclusively rely,
as to the truth of the statements expressed in, and shall be fully protected and
shall incur no liability for, or in respect of, any action taken, omitted to be
taken, or suffered to be taken by it, in reliance upon, any written order,
instruction, notice, request, direction, statement, certificate, consent,
report, affidavit or other instrument, paper, document or communication,
reasonably believed by it in good faith to be genuine, from the Issuer or the
Administrative Agent on behalf of the Issuer and conforming to the requirements
of this Agreement. Any written order, instruction, notice, request, direction,
statement, certificate, consent, report, affidavit or other instrument, paper,
document or communication from the Issuer or the Administrative Agent or given
by it and sent, delivered or directed to the Reference Agent under, pursuant to,
or as permitted by, any provision of this Agreement shall be sufficient for
purposes of this Agreement if such written order, instruction, notice, request,
direction, statement, certificate, consent, report, affidavit or other
instrument, paper, document or communication is in writing and signed by the
Owner Trustee on behalf of the Issuer or by the Administrative Agent, as the
case may be. The Reference Agent may consult with counsel satisfactory to it and
the advice (to be confirmed in writing) or opinion of such counsel shall
constitute full and complete authorization and protection of the Reference Agent
with respect to any action taken, omitted to be taken, or suffered to be taken
by it hereunder in good faith and in accordance with and in reliance upon the
advice to be confirmed in writing or opinion of such counsel. The Reference
Agent shall not be liable for any error resulting from use of or reliance on a
source or publication required to be used under Section 6 to the extent such use
of or reliance on such source or publication is contemplated by Section 6. No
party shall be liable for any default resulting from force majeure.

      SECTION 6. DUTIES OF REFERENCE AGENT. (a) The duties and obligations of
the Reference Agent shall be determined solely by the express provisions of this
Agreement and no implied covenants or obligations shall be read into this
Agreement against the Reference Agent. Subject to their duty to act without
negligence, neither the Reference Agent nor its directors, officers, employees
and agents guarantee the correctness or completeness of any data or other
information furnished hereunder.

      (b) For the purpose of calculating the rate of interest payable on any
subclass of Floating Rate Notes, the Reference Agent shall determine LIBOR for
each Interest Accrual Period on the Reference Date with respect to such Interest
Accrual Period and will notify the Administrative Agent of LIBOR on such date.
The Reference Agent shall determine LIBOR in accordance with the following
provisions:

      (i) On each Reference Date, the Reference Agent will determine LIBOR as
the per annum offered rate for deposits in U.S. dollars for a period of one
month that appears on the display designated as page "3750" on the Telerate
Monitor (or such other page or service as may replace it

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for the purpose of displaying LIBOR of major banks for U.S. dollar deposits) at
approximately 11:00 a.m. (London time).

      (ii) If the offered LIBOR rate so appearing is replaced by the
corresponding rates of more than one bank, then paragraph (i) above shall be
applied, with any necessary consequential changes, to the arithmetic mean of the
rates (being at least two) which so appear, as determined by the Reference
Agent. If for any other reason such offered rate does not so appear or if the
relevant page is unavailable, the Reference Agent will request that each of the
banks whose offered rates would have been used for the purposes of the relevant
page if the event leading to the application of this sentence had not happened
or any duly appointed substitute reference bank acting in each case through its
principal London office (the "Reference Banks"), to provide the Reference Agent
with its offered quotation to prime banks for dollar deposits in London for the
next Interest Accrual Period concerned as at 11:00 a.m. (London time) on the
applicable Reference Date. LIBOR for such Interest Accrual Period with respect
to each subclass of Floating Rate Notes shall be the aggregate of the arithmetic
mean (taken to five decimal places) of such quotations (or of such of them,
being at least two, as are so provided), as determined by the Reference Agent
and notified by it to the Administrative Agent.

      (iii) If, on any Reference Date, only one or none of the Reference Banks
provides such quotation, LIBOR for the next Interest Accrual Period shall be the
rate per annum that the Reference Agent determines to be the aggregate of the
arithmetic mean of the U.S. dollar lending rates that New York City banks
selected by the Reference Agent are quoting on the relevant Reference Date to
leading European banks for loans in London for the next Interest Accrual Period,
except that, if the banks so selected by the Reference Agent are not quoting as
mentioned above, LIBOR for such Interest Accrual Period with respect to each
subclass of Floating Rate Notes shall be the LIBOR in effect for the last
preceding Interest Accrual Period.

      (c) Once having obtained LIBOR from the Reference Agent, as soon as
practicable after 11:00 A.M. London time on each Reference Date, the
Administrative Agent will calculate the interest rate for each subclass of
Floating Rate Notes as provided in the Indenture.

      (d) If the Reference Agent does not determine the applicable LIBOR in
accordance with the provisions of Section 6(b) hereof, the Administrative Agent
will determine such applicable LIBOR in accordance with the provisions described
above.

      SECTION 7. AMENDMENT OF THE FLOATING RATE NOTES. The Administrative Agent
shall deliver to the Reference Agent, at least ten Business Days prior to the
effective date of any amendment of the payment terms of the Floating Rate Notes,
Written Notice of such amendment describing the terms of such amendment in
reasonable detail, and a certification by the Issuer that such amendment is in
compliance with the terms of the Indenture.

      SECTION 8. OWNERSHIP OF SECURITIES. The Reference Agent, its officers,
directors, employees and shareholders may become the owners of or acquire any
interest in any Securities, with the same rights that it or they would have if
it were not the Reference Agent, and may engage or be interested in any
financial or other transaction with the Issuer as freely as if it were not the
Reference Agent.

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      SECTION 9. TERM; TERMINATION, RESIGNATION OR REMOVAL OF REFERENCE AGENT.
(a) This Agreement shall have a term commencing on June 26, 2001 and expiring on
July 15, 2026. During such term, this Agreement shall not be terminable by any
party hereto except as expressly provided in Section 9(b).

      (b) The Reference Agent may at any time resign by giving Written Notice to
the Issuer, the Trustee and the Administrative Agent, specifying therein the
date on which its desired resignation shall become effective; provided that such
notice shall be given no less than 30 days prior to such effective date unless
the Reference Agent, the Issuer, the Trustee and the Administrative Agent
otherwise agree in writing. The Issuer may remove the Reference Agent at any
time by giving Written Notice to the Reference Agent and to the holders of the
Floating Rate Securities and specifying the effective date of such removal,
which shall be at least 30 days after the date of notice; provided, however,
that no resignation by or removal of the Reference Agent shall become effective
prior to the date of appointment by the Issuer, as provided in Section 10, of a
successor reference agent and the acceptance of such appointment by such
successor reference agent; and provided, further, that in the event that an
instrument of acceptance by a successor reference agent shall not have been
delivered pursuant to Section 10 within 90 days after the giving of such notice
of resignation or removal, the Reference Agent may petition any court of
competent jurisdiction for the appointment of a successor reference agent with
respect to the Floating Rate Securities. The provisions of Sections 5, 11 and 14
hereof shall remain in effect following termination of this Agreement or the
earlier resignation or removal of the Reference Agent.

      SECTION 10. APPOINTMENT OF SUCCESSOR REFERENCE AGENT. In the event of the
resignation by or removal of the Reference Agent pursuant to Section 9, the
Issuer shall promptly appoint a successor reference agent. Any successor
reference agent appointed by the Issuer following resignation by or removal of
the Reference Agent pursuant to the provisions of Section 9 shall execute and
deliver to the original Reference Agent, the Issuer, the Trustee and the
Administrative Agent an instrument accepting such appointment. Thereupon, such
successor reference agent shall, without any further act, deed or conveyance,
become vested with all the authority, rights, powers, immunities, duties and
obligations of the Reference Agent and with like effect as if originally named
as Reference Agent hereunder, and the original Reference Agent shall thereupon
be obligated to transfer and deliver such relevant records or copies thereof
maintained by the Reference Agent in connection with the performance of its
obligations hereunder. The Issuer shall notify the Rating Agencies of any
resignation by or removal of the Reference Agent under Section 9 and of the
appointment of and acceptance by any successor Reference Agent pursuant to this
Section 10.

      SECTION 11. INDEMNIFICATION. The Issuer shall indemnify and hold harmless
the Reference Agent, its directors, officers, employees and agents from and
against any and all actions, claims, damages, liabilities, judgments, losses,
costs, charges and expenses (including reasonable legal fees and expenses)
relating to or arising out of actions or omissions from actions in any capacity
hereunder, except actions, claims, damages, liabilities, judgments, losses,
costs, charges and expenses caused by the gross negligence or willful misconduct
of the Reference Agent, its directors, officers, employees or agents. The
Reference Agent shall be indemnified and held

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harmless by the Issuer for any error resulting from use of or reliance on a
source or publication required to be used under Section 6. The Reference Agent
shall be indemnified and held harmless by the Issuer for, or in respect of, any
actions taken, omitted to be taken or suffered to be taken in good faith by the
Reference Agent in reliance upon (a) advice to be confirmed in writing or
opinion of counsel or (b) a written instruction from the Issuer or the
Administrative Agent.

      SECTION 12. MERGER, CONSOLIDATION OR SALE OF BUSINESS BY REFERENCE AGENT.
Any corporation into which the Reference Agent may be merged or consolidated or
any corporation resulting from any merger or consolidation to which the
Reference Agent may be a party, or any corporation to which the Reference Agent
may sell or otherwise transfer all or substantially all of its assets and
corporate trust business, shall, to the extent permitted by applicable law,
become the Reference Agent under this Agreement without the execution or filing
of any paper or any further act by the parties hereto.

      SECTION 13. RESTRICTIONS ON EXERCISE OF CERTAIN RIGHTS. The Reference
Agent hereby agrees with the Issuer that it shall not take any steps for the
purpose of procuring the appointment of an administrative receiver or the making
of an administrative order or for instituting any bankruptcy, reorganization,
arrangement, insolvency, winding up, liquidation, composition or any like
proceedings under the laws of Delaware or any other jurisdiction in respect of
the Issuer or in respect of any of its properties or liabilities.

      SECTION 14. MISCELLANEOUS. (a) If there should develop any conflict
between the Reference Agent and any other Person relating to the rights or
obligations of the Reference Agent in connection with calculation of the
interest rate, or the applicable LIBOR, on any subclass of Floating Rate Notes,
the terms of this Agreement shall govern such rights and obligations.

      (b) The Reference Agent agrees to cooperate with the Issuer and its
agents, including the Administrative Agent, and their respective trustees or
directors and officers, including by providing such information as may
reasonably be requested to permit the Issuer or such authorized agents to
monitor the Reference Agent's compliance with its obligations under this
Agreement.

      (c) No party to this Agreement shall assign or delegate or otherwise
subcontract this Agreement or all or any part of its rights or obligations
hereunder to any Person without the prior written consent of the Issuer. The
Issuer may assign its rights hereunder to the Security Trustee for the benefit
of the Secured Parties under the terms of the Security Trust Agreement, and the
Reference Agent and the Administrative Agent hereby consent thereto.

      (d) THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.

      (e) This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as delivery of
a manually executed counterpart of this Agreement.


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                  IN WITNESS WHEREOF, this Agreement has been entered into on
the 26th day of June, 2001.


                          LEASE INVESTMENT FLIGHT TRUST, as the Issuer
                             By WILMINGTON TRUST COMPANY, not in its
                             individual capacity but solely as the Owner Trustee


                          By:  /s/ Kathleen A. Pedelini
                               ------------------------------------------------
                               Name:  Kathleen A. Pedelini
                               Title: Administrative Account Manager



                          BANKERS TRUST COMPANY, as the Reference Agent


                          By:  /s/ Eileen M. Hughes
                               ------------------------------------------------
                               Name:  Eileen M. Hughes
                               Title: Vice President



                          PHOENIX AMERICAN FINANCIAL SERVICES, INC., as
                          the Administrative Agent



                          By:  /s/ Joseph Horgan
                               ------------------------------------------------
                               Name:  Joseph Horgan
                               Title: AVP



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