THIS AMENDMENT dated as of June 29, 2000 (this "Amendment") by and among
Wilmington Trust Company (the "Delaware Trustee") and the Controlling Trustees
(as defined in the Trust Agreement) amends the Amended and Restated Trust
Agreement dated as of March 28, 1996 (the "Trust Agreement"), by and among GPA,
Inc. (the "Settlor"), the Delaware Trustee, and the Controlling Trustees.

     Unless otherwise defined herein, all capitalized terms used but not
defined herein have the meanings assigned to such terms in the Trust Agreement.

     WHEREAS, pursuant to Section 7.4 and 4.22(c) of the Trust Agreement, the
Trust Agreement may be amended by the unanimous vote of the Controlling
Trustees upon prior written confirmation from each Rating Agency that the
proposed amendment shall not result in the downgrade or withdrawal of such
Rating Agency's then current rating of any class or subclass of Certificates.

     WHEREAS, the Controlling Trustees unanimously voted to amend the Trust
Agreement pursuant to this Amendment.

     WHEREAS, Rating Agency confirmation that this Amendment shall not result
in the downgrade or withdrawal of such Rating Agency's then current rating of
any class or subclass of Certificates has been obtained.

     WHEREAS, the Delaware Trustee has been given the opportunity to receive an
opinion of its counsel that this Amendment does not adversely affect any right,
duty, immunity or indemnity of the Wilmington Trust Company or the Delaware
Trustee.

     1. Amendment to Section 4.23. Section 4.23 of the Trust Agreement is
hereby amended as follows:

     (1) "(a)" shall be added after the Section title.

     (2) The following text shall be added after the existing paragraph:

          "(b) Subject to paragraph (e) below, the remuneration of the
     Independent Trustees and the Chairman of Airplanes Trust (together, the
     "Annual Remunerations") shall be automatically adjusted for inflation on
     July 1, 2000, April 1, 2002 and on every third April 1 thereafter (each
     such date, an "Adjustment Date") by multiplying the Annual Remunerations
     as at the Adjustment Date by the sum of 1.00 plus the Inflation Factor (as
     hereinafter defined) with respect to the period ending on such Adjustment
     Date (or, in the case of the first such adjustment, on April 1, 1999) and
     commencing, in the case of the first such adjustment on April 1, 1996, in
     the


                                       1

<PAGE>


     case of the second such adjustment on April 1, 1999, and in any other case
     on the immediately preceding Adjustment Date or Interim Adjustment Date
     (as hereinafter defined), as the case may be.

          (c) For the avoidance of doubt, if the rate of increase in the U.S.
     CPI (as hereinafter defined) over any period commencing on a previous
     Adjustment Date or Interim Adjustment Date and ending on an Adjustment
     Date is negative or zero no adjustment of the Annual Remunerations shall
     be made pursuant to the provisions of paragraph (b) of this Section on
     that Adjustment Date.

          (d) Subject to paragraph (e) below, if on any April 1 which is not an
     Adjustment Date the cumulative rate of increase in the U.S. CPI since the
     last Adjustment Date or Interim Adjustment Date exceeds ten percent (10%)
     then the Annual Remunerations shall be automatically adjusted (each such
     April 1, an "Interim Adjustment Date") by multiplying the Annual
     Remunerations as at the Interim Adjustment Date by the sum of 1.00 plus
     the Inflation Factor with respect to the period ending on such Interim
     Adjustment Date and commencing on the later of the immediately preceding
     Adjustment Date or Interim Adjustment Date, as the case may be.

          (e) Notwithstanding the provisions of paragraphs (b) and (d) of this
     Section if any adjustment of the Annual Remunerations to be made pursuant
     to this Section on any Adjustment Date or Interim Adjustment Date would
     cause the aggregate amount of the Annual Remunerations to exceed US$80,000
     per annum (the "Cap") such adjustment shall be limited to such an amount
     as shall ensure that the Cap is not exceeded.

          (f) The Independent Trustees and the Chairman shall be paid on 1st
     July 2000 by way of additional remuneration for their services a one- off
     payment (the "1999 Indexation Amount") determined as follows:-

                  1999 Indexation Amount = A - B

     Where:-

     A is equal to $62,500 multiplied by the sum of 1.00 plus the Inflation
     Factor with respect to the period ending on 1st April, 1999 and commencing
     on 1st April, 1996; and

     B is equal to $62,500


                                       2
<PAGE>


     The 1999 Indexation Amount shall be divided amongst the Independent
     Trustees and the Chairman pro rata to the Annual Remunerations to which
     each such person is entitled pursuant to paragraph (a) of this Section.

          (g) As used in this Section 4.23:

               "Inflation Factor" means the cumulative rate of increase
          (expressed as a decimal) over the relevant period in the U.S. CPI;
          and

               "U.S. CPI" means with respect to any calendar year or any period
          during any calendar year the "Consumer Price Index for all Urban
          Consumers (CPI-U) U.S. City Average for All Items" published by the
          Bureau of Labor Statistics for the United States Department of Labor
          (based at 100 in 1982). If the U.S. CPI shall be converted to a
          different standard reference base or otherwise revised after the date
          of adoption of this Section 4.23, U.S. CPI shall thereafter be
          calculated with use of such new or revised statistical measure
          published by the Bureau of Labor Statistics or, if not so published,
          as may be published by any other reputable publisher of such price
          index selected by the Delaware Trustee."

     2. Agreement. Except as specifically amended hereby, the Trust Agreement
shall continue in full force and effect in accordance with the provisions
thereof as in existence on the date hereof. After the date hereof, any
references to the Trust Agreement shall mean the Trust Agreement as amended
hereby.


                                       3
<PAGE>


     IN WITNESS WHEREOF, the respective parties have caused this Agreement
to be executed as of the date first written above.


                                            WILMINGTON TRUST COMPANY,
                                                 as Delaware Trustee

                                            By /s/ ROSEMARY PANTANO
                                               ---------------------------------
                                            Name: ROSEMARY PANTANO
                                            Title: FINANCIAL SERVICES OFFICER


                                            ROY M. DANTZIC

                                            /s/ ROY DANTZIC
                                            ------------------------------------
                                            As Controlling Trustee


                                            HUGH R. JENKINS

                                            /s/ HUGH JENKINS
                                            ------------------------------------
                                            As Controlling Trustee


                                            WILLIAM M. MCCANN

                                            /s/ WILLIAM MCCANN
                                            ------------------------------------
                                            As Controlling Trustee


                                            RICHARD E. CAVANAGH

                                            /s/ RICHARD CAVANAGH
                                            ------------------------------------
                                            As Controlling Trustee


                                            BRIAN T. HAYDEN

                                            /s/ BRIAN HAYDEN
                                            ------------------------------------
                                            As Controlling Trustee

                                       4