Amend 1 To Cash Management Agreement

EXHIBIT 10.9


-------------------------------------------------------


AMENDMENT NO. 1


TO


CASH MANAGEMENT AGREEMENT


AMONG


DEBIS AIRFINANCE CASH MANAGER LIMITED,
DEBIS AIRFINANCE IRELAND PLC,
AIRPLANES LIMITED,
AIRPLANES U.S. TRUST
AND
BANKERS TRUST COMPANY


DATED AS OF FEBRUARY 5, 2002


-------------------------------------------------------


AMENDMENT NO. 1 TO CASH MANAGEMENT AGREEMENT


AMENDMENT dated as of February 5, 2002 (this "AMENDMENT") to the Cash Management Agreement, dated as of March 28, 1996 (the "ORIGINAL AGREEMENT"), among DEBIS AIRFINANCE CASH MANAGER LIMITED (formerly GPA Cash Manager Limited), a limited company organized under the laws of Ireland (the "CASH MANAGER"), DEBIS AIRFINANCE IRELAND PLC (formerly GPA Group Plc), a public limited company organized under the laws of Ireland, AIRPLANES LIMITED, a limited liability company organized under the laws of Jersey, Channel Islands, AIRPLANES U.S. TRUST, a Delaware business trust and BANKERS TRUST COMPANY, a New York banking corporation as Trustee.


WITNESSETH:


WHEREAS, the parties hereto wish to amend the Original Agreement to reflect certain changes to the Cash Management Fee.


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. Inf ...