EXHIBIT 10.9
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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
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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. Inflation Adjustment. Section 7.01 is amended by deleting the
Section in its entirety and replacing it with the following:
"SECTION 7.01. Cash Management Fees. With effect from April 1, 2002 in
consideration of the Cash Manager's performance of the Cash Management Services,
the Note Issuers shall pay to the Cash Manager an annual fee (the "Cash
Management Fee") of $1,000,000, payable monthly in arrears in equal installments
on each Payment Date. The Cash Management Fee shall be adjusted as of each April
1 during the term of this Agreement, commencing April 1, 2003, by reference to
the Inflation Factor."
SECTION 3. 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 4. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
DEBIS AIRFINANCE CASH MANAGER LIMITED
By /s/ PATRICK DALTON
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Name: Patrick Dalton
Title: Director
DEBIS AIRFINANCE IRELAND PLC
By /s/ PATRICK DALTON
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Name: Patrick Dalton
Title: Director
AIRPLANES LIMITED
By /s/ ROY DANTZIC
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Name: Roy Dantzic
Title: Director
AIRPLANES U.S. TRUST
By /s/ ROY DANTZIC
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Name: Roy Dantzic
Title: Director
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BANKERS TRUST COMPANY, not in its
individual capacity, but solely as
Security Trustee
By /s/ SUSAN BARSTOCK
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Name: Susan Barstock
Title: Vice President
BANKERS TRUST COMPANY, not in its
individual capacity, but solely as
trustee under the Airplanes Limited
Indenture
By /s/ SUSAN BARSTOCK
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Name: Susan Barstock
Title: Vice President
BANKERS TRUST COMPANY, not in its
individual capacity, but solely as
trustee under the Airplanes Trust
Indenture
By /s/ SUSAN BARSTOCK
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Name: Susan Barstock
Title: Vice President
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