AMENDMENT NO. 1
To that certain
NOTE PURCHASE AGREEMENT
This
Amendment No. 1, dated as of April ___, 2000 ("Amendment No. 1"),
is made by and between Container Applications International, Inc.
(the "Company"), a Nevada corporation having offices located at 3
Embarcadero Center, Suite 1850, San Francisco, California
94111-3834, and Interpool, Inc. (the "Purchaser"), a Delaware
corporation having offices located at 211 College Road East,
Princeton, New Jersey 08540.
WHEREAS, the Company and the Purchaser are parties to that certain
Note Purchase Agreement, dated as of April 30, 1998 (the "Note
Purchase Agreement"), pursuant to which the Company has sold and
the Purchaser has purchased a Note in the aggregate principal
amount of Thirty-Three Million Six Hundred Fifty Thousand Dollars
($33,650,000.00) under the terms and conditions set forth therein;
and
WHEREAS, the Company has requested that the Purchaser consent to
amend certain terms and provisions of the Note Purchase Agreement
as set forth therein;
NOW
THEREFORE, the parties agree as follows:
1. Section 6.1(b)—Consolidated Adjusted
Tangible Net Worth. Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, Section 6.1(b) of the Note
Purchase Agreement is hereby deleted and replaced as follows:
