AIRPLANES US TRUST
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>u46196exv10w11.txt
<DESCRIPTION>EXHIBIT 10.11
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                                                                   Exhibit 10.11






                         ______________________________


                                 AMENDMENT No. 2

                                       to

                            CASH MANAGEMENT AGREEMENT

                                      among

                     DEBIS AIRFINANCE CASH MANAGER LIMITED,
                          DEBIS AIRFINANCE IRELAND PLC,
                               AIRPLANES LIMITED,
                              AIRPLANES U.S. TRUST
                                       AND
                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                          Dated as of November 5, 2002

                         ______________________________



<PAGE>


                  AMENDMENT NO. 2 TO CASH MANAGEMENT AGREEMENT


         AMENDMENT NO. 2 dated as of November 5, 2002 (this "AMENDMENT") to the
Cash Management Agreement, dated as of March 28, 1996, as amended by Amendment
No 1 dated as of February 5, 2002 (as so amended, 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 Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), not in its individual capacity but
solely as Trustee under the Airplanes Limited Indenture among Airplanes Limited,
as issuer, Airplanes U.S. Trust, as guarantor, and Deutsche Bank Trust Company
Americas as trustee; as Trustee under the Airplanes Trust Indenture among
Airplanes U.S. Trust, as issuer, Airplanes Limited, as guarantor, and Deutsche
Bank Trust Company Americas, as trustee; and as Security Trustee under the
Security Trust Agreement among Deutsche Bank Trust Company Americas, as security
trustee, Airplanes Limited, Airplanes U.S. Trust, debis AirFinance Ireland plc
and the Cash Manager, each dated as of March 28, 1996 and as amended.



                              W I T N E S S E T H :

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

         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. Cash Management Fees. Section 7.01 is amended by replacing
the amount $1,000,000 with the amount $880,000.

         SECTION 3. Termination Provisions. Section 8.02(a) is amended by
replacing the reference to "120 days'" with "180 days'."

                                       1

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         SECTION 4. 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 5. Effectiveness. The effective date of this Amendment shall be
April 1, 2002.

         SECTION 6. 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.


                                       2


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed as of the date first above written.



                                           DEBIS AIRFINANCE CASH MANAGER LIMITED

                                           By        /s/ Sean Brennan
                                             -----------------------------------
                                             Name:
                                             Title:



                                           DEBIS AIRFINANCE IRELAND PLC

                                           By        /s/ Sean Brennan
                                             -----------------------------------
                                             Name:
                                             Title:



                                           AIRPLANES LIMITED

                                           By        /s/ Roy Dantzic
                                             -----------------------------------
                                             Name:
                                             Title:



                                           AIRPLANES U.S. TRUST

                                           By        /s/ Roy Dantzic
                                             -----------------------------------
                                             Name:
                                             Title:


<PAGE>


                                           DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                           not in its individual capacity, but
                                           solely as Security Trustee

                                           By        /s/ Susan Barstock
                                             -----------------------------------
                                             Name:      Susan Barstock
                                             Title:     Vice President



                                           DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                           not in its individual capacity, but
                                           solely as trustee under the Airplanes
                                           Limited Indenture

                                           By        /s/ Susan Barstock
                                             -----------------------------------
                                             Name:      Susan Barstock
                                             Title:     Vice President



                                           DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                           not in its individual capacity, but
                                           solely as trustee under the Airplanes
                                           Trust Indenture

                                           By        /s/ Susan Barstock
                                             -----------------------------------
                                             Name:      Susan Barstock
                                             Title:     Vice President


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