Exhibit 10.11


 


AMENDMENT NO. 1


 


THIS AMENDMENT NO. 1, dated January 31,
2008 (this “Amendment”), to the Credit Agreement, dated as of October 31,
2007 (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,
the parties hereto desire to amend the Credit Agreement in certain respects as
provided herein;


 


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:


 


(i)             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 of the following: (x) for each Interest Period (or portion
thereof) occurring prior to November 30, 2007, eighty-five hundredths of
one percent (0.85%) per annum, or (y) for each Interest Period (or portion
thereof) occurring on and following November 30, 2007, one and one tenth
of one percent (1.10%) per annum. ”


 


(ii)          Paragraph (B) of the definition of “Eligible
Interest Rate Hedge Counterparty” in Section 1.1 of the Credit Agreement
is hereby amended and restated in its entirety as follows:


 


“      (B)           any
bank or other financial institution which (x) is rated at least BBB- or
Baa3 by Standard & Poor’s, Moody’s or Fitch (as applicable) or (y) is
otherwise acceptable to the Majority Lenders.”


 


(iii)       Section 8.1(b) of the Credit Agreement is
hereby amended and restated in its entirety as follows.


 

















 


“      (b)           Annual
Financial Statements.  No later than
the earlier of (A) one hundred twenty (120) days after the end of each
fiscal year of each of the Borrower, Seacastle and Carlisle, or, if applicable,
(B) ten (10) days following Seacastle’s or Carlisle’s filing of its
annual audited financial statements with the U.S. Securities and Exchange
Commission, the consolidated balance sheet of each of the Borrower, Seacastle
and Carlisle and their respective Consolidated Subsidiaries and the related
consolidated statements of income and statement of cash flows for such fiscal
year and, with respect to each fiscal year commencing after the completion of
the first full fiscal year following the Closing Date, setting forth
consolidated comparative figures for the preceding fiscal year (or, if shorter
since inception), together with, in the case of Seacastle and Carlisle only, a
certification by an Independent Accountant reasonably acceptable to the
Administrative Agent (acting at the direction of the Majority Lenders) to the
effect that such statements fairly present in all material respects the
consolidated financial condition of each of the Carlisle and Seacastle and
their respective Consolidated Subsidiaries as of the dates indicated and the
results of their operations and changes in financial position for the periods
indicated in conformity with GAAP applied on a basis consistent with prior
years except as disclosed therein (which report shall be without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit), provided,
however, that any such “going concern” qualification that is
specifically related to the status of the loans evidenced by this Credit
Agreement shall not cause a breach under the provisions of this clause (b).”


 


SECTION 3. Representations,
Warranties and Covenants of the. 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;


 


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(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 January 31, 2008 (the “Effective Date”).


 


(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 


 


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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]


 


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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. 1


 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ O.S.C. de Vries

  
	
   

  	
   

  	
  Name:  O.S.C.
  de Vries

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G.B. Schinning

  
	
   

  	
   

  	
  Name:  G.B.
  Schinning

  
	
   

  	
   

  	
  Title:

  



 


Amendment No. 1


 

















 


	
  LENDERS:

  	
  ING BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Hussey

  
	
   

  	
   

  	
  Name:  R. Hussey

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ J. Kollmann

  
	
   

  	
   

  	
  Name: J. Kollmann

  
	
   

  	
   

  	
  Title: 

  



 


Amendment No.
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  NIBC BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Aat A. van Rhijn

  
	
   

  	
   

  	
  Name:  Aat
  A. van Rhijn

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ J.C. Veeningen

  
	
   

  	
   

  	
  Name: J.C.
  Veeningen

  
	
   

  	
   

  	
  Title:   Associate Director

  



 


Amendment No.
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  DVB BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ J. Blaak

  
	
   

  	
   

  	
  Name: J. Blaak

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Versnel

  
	
   

  	
   

  	
  Name: Versnel

  
	
   

  	
   

  	
  Title: 

  



 


Amendment No.
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