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EXHIBIT 10.1




EXECUTION VERSION




AMENDMENT NUMBER 10

TO AMENDED AND RESTATED LOAN AGREEMENT




     THIS AMENDMENT NUMBER 10, dated as of October 31, 2006 (this “Amendment”), to the Amended and
Restated Loan Agreement, dated as of March 7, 2003 (as amended, modified, restated or supplemented
from time to time as permitted thereby, the “Loan Agreement”), among CF LEASING LTD., a company
organized and existing under the laws of the Islands of Bermuda (together with its successors and
permitted assigns, the “Borrower”), FORTIS BANK (NEDERLAND) N.V., a Naamloze Vennootschap
(“Fortis”), as agent on behalf of the Lenders (in such capacity, the “Agent”), BTMU CAPITAL
CORPORATION (formerly BTM Capital Corporation) (“BTMCC”), a Delaware corporation, HSH NORDBANK AG,
NEW YORK BRANCH (“HSH”), a banking institution duly organized and validly existing under the laws
of Germany, WESTLB AG, a joint stock company duly organized and validly existing under the laws of
Germany, acting through its NEW YORK BRANCH (“WestLB”), NIBC BANK N.V. (f/k/a NIB Capital Bank
N.V.), a Naamloze Vennootschap (“NIBC”) and the other financial institutions from time to time
party hereto (each, including Fortis, BTMCC, HSH, WestLB and NIBC, a “Lender” or “Co-Purchaser” and
collectively, the “Lenders” or the “Co-Purchasers”) and West LB, as documentation agent (together
with its successors and assigns in such capacity, the “Documentation Agent”).



W I T N E S S E T H:




     WHEREAS, the Borrower, Fortis, HSH and BTMCC have previously entered into the Loan Agreement,
dated as of September 18, 2002 (the “Loan Agreement”), as amended and restated as of March 7, 2003,
and subsequently amended by Amendment Number 1 thereto, dated as of October 15, 2003, Amendment
Number 2 thereto, dated as of March 4, 2004, Amendment Number 3 thereto, dated as of April 30,
2004, Amendment Number 4 thereto, dated as of May 31, 2004, Amendment Number 5 thereto, dated as of
June 15, 2004, Amendment Number 6 thereto, dated as of June 15, 2005, Amendment Number 7 thereto,
dated as of January 17, 2006, Amendment Number 8 thereto, dated as of June 14, 2006, and Amendment
Number 9 thereto, dated as of September 29, 2006;



     WHEREAS, the parties desire to further amend the Loan Agreement in order to extend the
Conversion Date from October 31, 2006 to November 8, 2006, upon the terms, and subject to the
conditions, hereinafter set forth, and in reliance on the representations and warranties of
Borrower set forth herein;



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



     SECTION 1.     Defined Terms. Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings assigned in the Loan Agreement.



     SECTION 2.     Full Force and Effect. Other than as specifically modified hereby, the Loan
Agreement shall remain in full force and effect in accordance with the terms and provisions thereof
and is hereby ratified and confirmed by the parties hereto.



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     SECTION 3.     Amendment to the Loan Agreement. Effective upon the date hereof, following
the execution and delivery hereof, Section 101 of the Loan Agreement is hereby amended by amending
and restating the following defined term in its entirety:



     “Conversion Date: With respect to the Commitment of any Lender, the earlier to occur of (i)
November 8, 2006 (as such date may be extended in accordance with Section 201(f)), and (ii) the
date on which an Early Amortization Event initially occurs.”



     SECTION 4.     Representations, Warranties and Covenants.



     The Borrower hereby confirms that each of the representations, warranties and covenants set
forth in Articles V and VI of the Loan Agreement are true and correct as of the date first written
above with the same effect as though each had been made as of such date, except to the extent that
any of such representations and warranties expressly relate to earlier dates.



     SECTION 5.     Effectiveness of Amendment; Terms of this Amendment.



     (a)     This Amendment shall become effective as of the date first written above.



     (b)     This Amendment 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, (i) this Amendment shall be a part of the
Loan Agreement, and (ii) each reference in the Loan Agreement to “this Agreement” or “hereof”,
“hereunder” or words of like import, and each reference in any other document to the Loan Agreement
shall mean and be a reference to the Loan Agreement as amended or modified hereby.



     (d)     Except as expressly amended or modified hereby, the Loan Agreement shall remain in full
force and effect and is hereby ratified and confirmed by the parties hereto.



     SECTION 6.     Execution in Counterparts. This Amendment may be executed by the parties
hereto in separate counterparts (including by facsimile and/or email), each of which shall be
deemed to be an original and all of which shall constitute together but one and the same agreement.



     SECTION 7.     Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES; PROVIDED THAT
SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



     SECTION 8.     Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE
AGENT ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY AND COUNTY OF



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NEW YORK, STATE OF NEW YORK AND THE AGENT AND THE BORROWER EACH HEREBY WAIVE ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING,
AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS AMENDMENT, THE AGENT, EACH LENDER AND THE BORROWER
EACH HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
PROCEEDING. THE AGENT AND THE BORROWER HEREBY EACH IRREVOCABLY APPOINTS AND DESIGNATES CT
CORPORATION SYSTEM, HAVING AN ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK, 10011, ITS TRUE AND
DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF RECEIVING AND FORWARDING LEGAL PROCESS IN ANY SUCH
SUIT, ACTION OR PROCEEDING, AND THE AGENT AND THE BORROWER EACH AGREE THAT SERVICE OF PROCESS UPON
SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. PURSUANT TO NEW YORK
GENERAL OBLIGATIONS LAW SECTION 5-1402, THE AGENT AND THE BORROWER SHALL EACH MAINTAIN THE
DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THE LOAN
AGREEMENT SHALL HAVE BEEN PAID IN FULL. IF SUCH AGENT SHALL CEASE TO SO ACT, THE AGENT OR THE
BORROWER, AS THE CASE MAY BE, SHALL IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT
SATISFACTORY TO THE AGENT AND SHALL PROMPTLY DELIVER TO THE AGENT EVIDENCE IN WRITING OF SUCH OTHER
AGENT’S ACCEPTANCE OF SUCH APPOINTMENT.



     SECTION 9.     No Novation. Notwithstanding that the Loan Agreement is hereby amended by
this Amendment as of the date hereof, nothing contained herein shall be deemed to cause a novation
or discharge of any existing indebtedness of the Borrower under the Loan Agreement, or the security
interest in the Collateral created thereby.



[Signature pages follow]




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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the date
first above written.



	 	 	 	 	 
	 	CF LEASING LTD.

 	 
	 	By:  	/s/ Dennis J. Tietz
 	 
	 	 	Name:  	Dennis J. Tietz 	 
	 	 	Title:  	Director 	 



Amendment No. 10 to A&R Loan Agt.



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	 	FORTIS BANK (NEDERLAND) N.V.,

as Agent and a Lender

 	 
	 	By:  	/s/ L.J.M. van der Knaap
 	 
	 	 	Name:  	L.J.M. van der Knaap 	 
	 	 	Title:  	Director,
Syndicated Loans Agency 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	              /s/ E. van Loopik
 	 
	 	 	Name:  	E. van Loopik 	 
	 	 	Title:  	Senior Officer,
Syndicated Loans Agency 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	              /s/ M.P. Nijs
 	 
	 	 	Name:  	M.P. Nijs 	 
	 	 	Title:  	Senior Manager 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	              /s/ Merijn Zondag
 	 
	 	 	Name:  	Merijn Zondag 	 
	 	 	Title:  	Managing Director 	 



Amendment No. 10 to A&R Loan Agt.



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	 	BTMU CAPITAL CORPORATION, as a Lender

 	 
	 	By:  	/s/ Cherl A. Behan
 	 
	 	 	Name:  	Cherl A. Behan 	 
	 	 	Title:  	Senior Vice President 	 



Amendment No. 10 to A&R Loan Agt.



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	 	HSH NORDBANK AG, NEW YORK BRANCH,

as a Lender

 	 
	 	By:  	/s/ Wolfgang Arbaczewski
 	 
	 	 	Name:  	Wolfgang Arbaczewski 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Hari Raghavan
 	 
	 	 	Name:  	Hari Raghavan 	 
	 	 	Title:  	Senior Vice President 	 



Amendment No. 10 to A&R Loan Agt.



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	 	WESTLB AG, NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ Caryn Suffredini
 	 
	 	 	Name:  	Caryn Suffredini 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                      /s/ Amir Oren
 	 
	 	 	Name:  	Amir Oren 	 
	 	 	Title:  	Manager 	 



Amendment No. 10 to A&R Loan Agt.



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	 	NIBC BANK N.V., as a Lender

 	 
	 	By:  	/s/ Maurice L. Wijmans
 	 
	 	 	Name:  	Maurice L. Wijmans 	 
	 	 	Title:  	Associate Director 	 
	 








Amendment No. 10 to A&R Loan Agt.



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