FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.41

FIRST AMENDMENT TO AMENDED

AND RESTATED CREDIT AGREEMENT

Dated as of September 24, 2004

among

XXXXXX LEASE FINANCE CORPORATION,
as Borrower,

NATIONAL CITY BANK,
as Administrative Agent and Bank,

FORTIS BANK (NEDERLAND) N.V.,
as Structuring Agent, Security Agent and Bank,

and

CDC FINANCE - CDC IXIS

Vedder, Price, Xxxxxxx & Kammholz
Chicago, Illinois

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 24, 2004 (this “Amendment”), is entered into by and among XXXXXX LEASE FINANCE CORPORATION, a Delaware corporation (the “Borrower”), NATIONAL CITY BANK, as Administrative Agent and as Bank, FORTIS BANK (NEDERLAND) N.V., as Security Agent, Structuring Agent and as Bank, and CDC FINANCE – CDC IXIS, a corporation organized and existing under the laws of the Republic of France (“CDC”).

RECITALS

WHEREAS, the Borrower, the Administrative Agent, the Structuring Agent, and the Security Agent (in their respective capacities as Agents and Banks) and the Banks have entered into that certain Amended and Restated Credit Agreement dated as of June 29, 2004 (the “Agreement”) pursuant to which the Banks have agreed to make available to the Borrower a revolving credit facility used for the purchase or refinance of Engines and Equipment;

WHEREAS, pursuant to Section 2.1(a) of the Agreement, the Aggregate Revolving Loan Commitment may be increased to not more than One Hundred Seventy Five Million Dollars ($175,000,000) prior to September 27, 2004; and

WHEREAS, CDC has agreed to commit the amount of Ten Million Dollars ($10,000,000) toward the Aggregate Revolving Loan Commitment, and National City Bank has agreed to increase its Revolving Loan Commitment by Two Million Five Hundred Thousand Dollars ($2,500,000), as set forth herein.

NOW, THEREFORE, in consideration of the premises and promises hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:

AGREEMENT

Section 1. Definitions.  Terms not defined herein shall have the meanings ascribed thereto in the Agreement.

Section 2. Acknowledgment of Waiver of Assignment Fee of Section 11.4.  The $5,000 assignment fee as required pursuant to Section 11.4 of the Agreement for Participations and Assignments is hereby waived for CDC for purposes of its pending November 1, 2004 merger into CDC IXIS Capital Markets.

Section 3. Exhibits.  Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto, and CDC shall be deemed a “Bank” for all purposes of the Agreement.

Section 4. Ratification.  Except as amended hereby, the Agreement, as heretofore supplemented, amended, assigned and modified shall continue and shall remain in full force and effect and is hereby ratified in all respects.  From and after the date hereof, any and all references to the “Agreement” shall be deemed to refer to the Agreement as amended hereby.

Section 5. Governing Law; Severability; Construction of Amendment.  THIS AMENDMENT SHALL BE GOVERNED BY AND BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CALIFORNIA OR FEDERAL PRINCIPLES OF CONFLICTS OF LAWS.  To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.  Otherwise, any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating any of the remaining provisions hereof, and any such prohibition or unenforceability in any one or more jurisdictions shall not invalidate or render unenforceable such provisions in other jurisdictions.

Section 6. Counterparts; Effectiveness.  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.  This Amendment shall become effective when the Administrative Agent shall have received signed counterparts or notice by fax of the signature page that the counterpart has been signed and is being delivered to it or facsimile that such counterparts have been signed by all the parties hereto or thereto.

Section 7. Headings.  All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Amendment.

Section 8. Representations and Warranties.  The Borrower hereby represents and warrants to each of the other parties hereto that (i) this Amendment has been duly authorized, executed and delivered by it and (ii) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

*    *    *

2

IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their duly authorized representatives as of the date first above written.

XXXXXX LEASE FINANCE

CORPORATION

By

Name:

Title:

Notices to:

0000 Xxxxxxxxx Xxx

Xxxxx 000

Xxxxxxxxx, XX  00000

Fax No. (000) 000-0000

Attention:  General Counsel

Email: xxxxx@xxxxxxxxxxx.xxx

3

NATIONAL CITY BANK,

as Administrative Agent

By

Name:

Title:

Notices To:

Xxxxxxxx Xxxxxxxx

Vice President

National City Bank

One South Broad

14^th Floor, Locator 01-5997

Xxxxxxxxxxxx, XX  00000

Telephone:  000-000-0000

Facsimile:  000-000-0000

Email:  xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx

with a copy to:

Xxxxx Xxxxxxxx

Xx. Loan Administrator

National City Bank

0000 X. Xxxxx Xxxxxx

Xxxxxxxxx, Xxxx  00000

4

NATIONAL CITY BANK

By

Name:

Title:

Notices To:

Xxxxxxxx Xxxxxxxx

Vice President

National City Bank

One South Broad

14^th Floor, Locator 01-5997

Xxxxxxxxxxxx, XX  00000

Telephone:  000-000-0000

Facsimile:  000-000-0000

Email:  xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx

with a copy to:

Xxxxx Xxxxxxxx

Xx. Loan Administrator

National City Bank

0000 X. Xxxxx Xxxxxx

Xxxxxxxxx, Xxxx  00000

5

FORTIS BANK (NEDERLAND) N.V.,

as Structuring Agent

By

Name:

Title:

Notices To:

Fortis Bank (Nederland) N.V.

Xxxxxxxxxx 00

00000 XX Xxxxxxxxx

The Netherlands

Attention:  Maarten X. Xxxxxxxx

Telephone:  00 00 000 0000

Facsimile:  31 10 401 9529

Email: xxxxxxx.xxxxxxxx@xx.xxxxxxxxxx.xxx

with a copy to:

Vedder, Price, Xxxxxxx & Kammholz

Attention:  Xxxxx Xxxxxxxxx, Esq.

000 Xxxxx XxXxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx  00000

Telephone:  000-000-0000

Facsimile:  000-000-0000

6

FORTIS BANK (NEDERLAND) N.V.,

as Security Agent

By

Name:

Title:

Notices To:

Fortis Bank (Nederland) N.V.

Xxxxxxxxxx 00

00000 XX Xxxxxxxxx

The Netherlands

Attention:  Maarten X. Xxxxxxxx

Telephone:  00 00 000 0000

Facsimile:  31 10 401 9529

Email: xxxxxxx.xxxxxxxx@xx.xxxxxxxxxx.xxx

with a copy to:

Vedder, Price, Xxxxxxx & Kammholz

Attention:  Xxxxx Xxxxxxxxx, Esq.

000 Xxxxx XxXxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx  00000

Telephone:  000-000-0000

Facsimile:  000-000-0000

7

	CDC Finance – CDC IXIS
	By
			Name:	Xxxxx Xxxxxx
			Title:	Managing Director For
				Financing Activities

Notices To:

Xxxx-Xxxxxx Xxxxxx

Back Offices Loans and Structured Finance Manager

CDC Finance – CDC IXIS

00-00 Xxx Xxxxx Xxxxxxx

00000 Xxxxx Xxxxx 00

Xxxxxx

Telephone:  + 00 0 00 00 00 00

Facsimile:  + 33 1 58 55 60 82

Email:  xx.xxxxxx@xxxxxxx.xxx

EXHIBIT A

BANKS’ REVOLVING LOAN COMMITMENTS AND PERCENTAGES

		Revolving Loan Commitment			Revolving Loan Commitment Percentage		Closing Fee
Fortis Bank		30,000,000			22	%	0.004		120,000
National City Bank		30,000,000			22	%	0.004		110,000
California Bank & Trust		20,000,000			14	%	0.004		80,000
Xxxxx Fargo Bank		15,500,000			11	%	0.004		62,000
HSH Nordbank		15,000,000			11	%	0.0025		37,500
City National Bank		10,000,000			7	%	0.0025		25,000
CDC Finance – CDC IXIS		10,000,000			7	%	0.0025		25,000
State Bank of India		8,000,000			6	%	0.0025		20,000
TOTAL		$	138,500,000		100	%			$	479,500

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