Exhibit 10.1
AMENDMENT NUMBER 12 TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDMENT NUMBER 12 TO AMENDED AND RESTATED LOAN AGREEMENT, dated as
of March 21, 2007 (this "Amendment"), is made by and between 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"), and FORTIS
BANK (NEDERLAND) N.V., a Naamloze Vennootschap ("Fortis").
W I T N E S S E T H:
WHEREAS, the Borrower, as borrower, Fortis, as agent and lender, and the
other financial institutions from time to time party thereto, as lenders (the
"Lenders"), have previously entered into that certain 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, Amendment Number 9 thereto, dated as of September 29,
2006, Amendment Number 10 thereto, dated as of October 31, 2006, and Amendment
Number 11 thereto, dated as of November 8, 2006;
WHEREAS, immediately prior to the effectiveness of this Amendment, the
Borrower, pursuant to Section 203(b) of the Loan Agreement, prepaid the Notes in
full, terminated the Commitments of the Lenders (other than Fortis), and each
Lender (other than Fortis) ceased to be a party to the Loan Agreement;
WHEREAS, after giving effect to such prepayment, the Borrower and Fortis
desire to amend the Loan Agreement as follows: (i) to increase the Aggregate
Commitment from Three Hundred Fifty Million Dollars ($350,000,000) to Four
Hundred Twenty Million Dollars ($420,000,000), (ii) to increase the portion of
the Commitment with respect to Fortis from One Hundred Thirty-Seven Million Five
Hundred Thousand Dollars ($137,500,000) to Four Hundred Twenty Million Dollars
($420,000,000), (iii) to issue an additional Note to Fortis in the amount of Two
Hundred Eighty-Two Million Five Hundred Thousand Dollars ($282,500,000),
reflecting Fortis's increased Commitment on the date hereof, and (iv) to amend
the definition of Interest Rate, 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