Exhibit 10.13


 


AMENDMENT NO. 3


 


THIS AMENDMENT NO. 3, dated April 22,
2008 (this “Amendment”), to the Credit Agreement, dated as of October 31,
2007 (as amended, modified or supplemented from time to time in accordance with
its terms, the “Credit Agreement”), among CLI Funding III LLC (“CLI” or the “Borrower”),
ING Bank N.V., as Administrative Agent and as Collateral Agent (the “Agent”),
and the lenders named therein (the “Lenders”).


 


W I T N E S S E T H:


 


WHEREAS,
each of Natixis (“Natixis”) and Alliance & Leicester Commercial
Finance Plc (“A&L”) wishes to become an additional Lender under the Credit
Agreement with a Commitment of Thirty Million Dollars ($30,000,000) each;


 


WHEREAS,  concurrently with the effectiveness of this
Amendment, DVB Bank N.V., as a Lender, shall increase its Commitment by
$11,785,714.28 to $72,500,000 and ING Bank N.V., as a Lender, shall increase
its Commitment by $12,500,000 to $87,500,000;


 


WHEREAS,
in connection with the foregoing, the Aggregate Commitments shall increase from
$315,714,285.72 to $400,000,000;


 


WHEREAS,
the parties hereto desire to amend the Credit Agreement to increase the
Applicable Margin from 1.10% to 1.25%;


 


NOW
THEREFORE, in consideration of the premises and the other mutual covenants
contained herein, the parties hereto agree as follows:


 


SECTION 1. Defined
Terms. Unless otherwise amended by the terms of this Amendment, terms used
in this Amendment shall have the meanings assigned in the Credit Agreement.


 


SECTION 2. Amendments
to Credit Agreement. Effective as of the Effective Date, following the execution and delivery of
this Amendment, the Credit Agreement shall be amended as follows:


 


(a)           The definition of “Applicable Margin”
in Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety as follows:


 


“Applicable
Margin.  With respect to each Loan
for each Interest Period, one and one quarter of one percent (1.25%) per annum.”


 

















 


(b)           The
definition of “CLIF II Sale Agreement” in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:


 


“CLIF II Sale Agreement. That certain Sale
Agreement, dated on or before July 31, 2008, between CLIF II and the
Borrower, as such agreement may be amended, modified or supplemented from time
to time in accordance with its terms.”


 


(c)           Schedule
1 to the Credit Agreement is amended and restated in its entirety as Schedule
1 hereto.


 


SECTION 3. Representations,
Warranties and Covenants of the Borrower. The Borrower hereby represents,
warrants and covenants for itself (unless otherwise provided):


 


(a) It
is duly organized and validly existing under the laws of the jurisdiction of
its organization and in good standing (or its equivalent), except where the
failure to be so duly organized, validly existing and in good standing, either
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect, and it is duly qualified to do business in each
jurisdiction where the failure to do so would have a material adverse effect
upon its financial condition and business;


 


(b) It
has power, and is duly authorized, to execute and deliver this Amendment, and
it is authorized to perform its obligations under this Amendment;


 


(c) The
execution, delivery and performance of this Amendment does not and will not
require any consent or approval of any Governmental Authority or any other
Person which has not already been obtained or is being obtained herein;


 


(d) This
Amendment, when duly executed and delivered by the parties hereto, shall be,
legal, valid and binding obligations of the Borrower and the Guarantor (as
applicable), enforceable against the Borrower and the Guarantor (as applicable)
in accordance with the terms set forth herein;


 


(e) No
Default or Event of Default has occurred and is continuing and no Default or
Event of Default shall occur as a result of the execution, delivery and
performance of this Amendment; and


 


(f) It hereby
confirms that each of the conditions precedent to the amendment to the Credit
Agreement has been, or contemporaneously with the execution of this Amendment
will be, satisfied.


 


SECTION 4. Scope and
Effectiveness of Agreement.


 


(a)           The effective date of this Amendment
shall be April 22, 2008 (the “Effective Date”).


 


2

















 


(b)           This Amendment and the agreements set
forth herein shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


(c)           On and after the execution and
delivery hereof, as of the Effective Date hereof, (i) this Amendment shall
become a part of the Credit Agreement and (ii) each reference in the
Credit Agreement and the other Loan Documents to “this Agreement”, or “hereof”,
“hereunder” or words of like import, and each reference in any other document
to the Credit Agreement shall mean and be a reference to the Credit Agreement,
as amended or modified hereby.


 


(d)           Except as expressly amended or
modified hereby, the Credit Agreement and each of the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed by
the parties hereto.


 


(e)           Each party hereto agrees and
acknowledges that this Amendment constitutes a “Loan Document” under the Credit
Agreement.


 


SECTION 5. Execution
in Counterparts, Effectiveness. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. Delivery of an executed counterpart of this Amendment by facsimile
or by electronic means shall be equally effective as of the delivery of an
originally executed counterpart.


 


SECTION 6. Governing
Law; Severability.  THIS AMENDMENT  SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE
OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF. IF ANY PROVISION OF THIS AMENDMENT IS DEEMED INVALID, IT SHALL NOT AFFECT THE BALANCE OF THIS AMENDMENT.
THIS AMENDMENT HAS BEEN
DELIVERED IN THE STATE OF NEW YORK.


 


SECTION 7. Direction.  Each of the Lenders hereby directs the Agent
to execute this Amendment.


 


[Signatures Follow]


 


3

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective officers as of the day and year first above written.


 


 


	
   

  	
  CLI FUNDING III
  LLC, as Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa D. Leach

  
	
   

  	
   

  	
  Name: 

  	
  Lisa D. Leach

  
	
   

  	
   

  	
  Title: 

  	
  Vice-President
  and General Counsel

  



 


Amendment
No. 3


 

















 


	
   

  	
  ING BANK N.V.,
  as Administrative Agent and as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Bekker

  
	
   

  	
   

  	
  Name: 

  	
  Mark Bekker

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.O.E. Kollmann

  
	
   

  	
   

  	
  Name: 

  	
  J.O.E. Kollmann

  
	
   

  	
   

  	
  Title: 

  	
  Managing Director

  



 


Amendment
No. 3


 

















 


	
  LENDERS:

  	
  ING BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Bekker

  
	
   

  	
   

  	
  Name: 

  	
  Mark Bekker

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.O.E. Kollmann

  
	
   

  	
   

  	
  Name:

  	
  J.O.E. Kollmann

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


Amendment
No. 3


 

















 


	
   

  	
  NIBC BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R.A. de Haes

  
	
   

  	
   

  	
  Name: 

  	
  R.A. de Haes

  
	
   

  	
   

  	
  Title: 

  	
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Maurice L.
  Wijmans

  
	
   

  	
   

  	
  Name:   Maurice L. Wijmans

  
	
   

  	
   

  	
  Title:

  



 


Amendment
No. 3


 

















 


	
   

  	
  DVB BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Blaak

  
	
   

  	
   

  	
  Name: J. Blaak

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michel
  Matton

  
	
   

  	
   

  	
  Name: Michel Matton

  
	
   

  	
   

  	
  Title:

  



 


Amendment
No. 3


 

















 


	
   

  	
  DEXIA BANK
  BELGIUM SA/NV

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Katrien Metten

  
	
   

  	
   

  	
  Name: 

  	
  Katrien Metten

  
	
   

  	
   

  	
  Title:

  	
  Company Lawyer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Piet Cordonnier

  
	
   

  	
   

  	
  Name: 

  	
  Piet Cordonnier

  
	
   

  	
   

  	
  Title:

  	
  Company Lawyer 

  



 


Amendment
No. 3


 

















 


	
   

  	
  BAYERISCHE HYPO- UND VEREINSBANK AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laudahn

  
	
   

  	
   

  	
  Name: 

  	
  Laudahn

  
	
   

  	
   

  	
  Title: 

  	
  VP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gebel

  
	
   

  	
   

  	
  Name: 

  	
  Gebel

  
	
   

  	
   

  	
  Title: 

  	
  VP

  



 


Amendment
No. 3


 














 


	
   

  	
  LLOYDS TSB BANK PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steve Ball

  
	
   

  	
   

  	
  Name: 

  	
  Steve Ball

  
	
   

  	
   

  	
  Title: 

  	
  Director, Origination
  Support

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  V. Edwards

  
	
   

  	
   

  	
  Name: 

  	
  V. Edwards

  
	
   

  	
   

  	
  Title: 

  	
  Managing Director

  



 


Amendment
No. 3


 

















 


	
   

  	
  NATIXIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Amélie Zucchi

  
	
   

  	
   

  	
  Name: 

  	
  Amélie Zucchi

  
	
   

  	
   

  	
  Title: 

  	
  Middle Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michel Degermann

  
	
   

  	
   

  	
  Name:  Michel
  Degermann

  
	
   

  	
   

  	
  Title:

  



 


Amendment
No. 3


 

















 


	
   

  	
  ALLIANCE & LEICESTER COMMERCIAL FINANCE PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Lawrence

  
	
   

  	
   

  	
  Name: 

  	
  Ian Lawrence

  
	
   

  	
   

  	
  Title:

  	
  Head of Infrastructure, Project and Rail

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  McCarthy

  
	
   

  	
   

  	
  Name: 

  	
  Mark McCarthy

  
	
   

  	
   

  	
  Title: 

  	
  Head of Shipping

  



 


Amendment No. 3


 

















 


SCHEDULE
1


 


COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  ING Bank N.V.

  	
   

  	
  $

  	
  87,500,000

  	
   

  
	
  DVB Bank N.V.

  	
   

  	
  $

  	
  72,500,000

  	
   

  
	
  NIBC Bank N.V.

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Dexia Bank Belgium SA/NV

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Bayerische Hypo- und
  Vereinsbank AG

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Lloyds TSB Bank plc

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Natixis

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Alliance & Leicester Commercial Finance
  Plc

  	
   

  	
  $

  	
  30,000,000

  	
   

  



 


Amendment No. 3