Exhibit B
EXECUTION
COPY
AMENDMENT NO. 3
to
ADMINISTRATIVE AGENCY
AGREEMENT
among
DEBIS AIRFINANCE FINANCIAL
SERVICES (IRELAND) LIMITED,
DEBIS AIRFINANCE IRELAND
PLC
AIRPLANES LIMITED,
AIRPLANES HOLDINGS
LIMITED,
AIRPLANES
U.S. TRUST
AND
AEROUSA, INC.
Dated as of April 1,
2005
AMENDMENT NO. 3 TO
ADMINISTRATIVE AGENCY AGREEMENT
AMENDMENT NO. 3
dated as of April 1, 2005 (this “Amendment”) to
Administrative Agency Agreement, dated as of March 28, 1996, as
amended by Amendment No. 1 to Administrative Agency Agreement dated
as of February 5, 2002 and by Amendment No. 2 to Administrative
Agency Agreement dated as of November 5, 2002 (as so amended, the
“Original Agreement”), among debis AirFinance Financial
Services (Ireland) Limited (formerly GPA Financial Services
(Ireland) Limited), a company incorporated under the laws of
Ireland (the “Administrative Agent”), debis AirFinance
Ireland plc (formerly GPA Group plc), a company incorporated under
the laws of Ireland, Airplanes Limited, a company incorporated
under the laws of Jersey, Channel Islands, Airplanes Holdings
Limited (formerly GPA II Limited), a company incorporated under the
laws of Ireland, Airplanes U.S. Trust, a Delaware statutory trust
and AeroUSA, Inc., a company incorporated under the laws of the
State of Connecticut.
W I T N E S S E T H
:
WHEREAS, the
parties hereto wish to make certain amendments to amend the
Original Agreement to reduce the administrative fees payable in
consideration of the Administrative Agent’s performance of
the Administrative Services;
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
