1 EXHIBIT 10.5 [ILFC LETTERHEAD] January 14, 1997 Mr. William E. Lindsey Chairman INTERNATIONAL AIRCRAFT INVESTORS 3655 Torrance Boulevard, Suite 410 Torrance, California 90503 Dear Bill: In consideration of our long and mutually beneficial relationship, this will confirm that International Lease Finance Corporation (ILFC) will assist International Aircraft Investors (IAI) in evaluating marketing trends and potential aircraft lessees as well as provide, on a worldwide basis, its aircraft and airline expertise, to assist IAI in the releasing and reselling of its aircraft. Sincerely, INTERNATIONAL LEASE FINANCE CORPORATION /s/ ALAN H. LUND - -------------------------- Alan H. Lund Executive Vice President Chief Financial Officer & Co-Chief Operating Officer