AMENDMENT NO.
4
to that certain
NOTE PURCHASE AGREEMENT
dated as of April 30, 1998
This
AMENDMENT NO. 4 (this " Amendment "), dated as
of February 25, 2003, is by and between CONTAINER APPLICATIONS
INTERNATIONAL, INC. , a Nevada corporation (the "
Company ") and INTERPOOL, INC. , a Delaware
corporation (" Lender "). Capitalized terms used
herein without definition shall have the respective meanings
provided therefor in the Note Purchase Agreement referred to
below.
WHEREAS , the Company and the Lender are parties to that
certain Note Purchase Agreement, dated as of April 30, 1998 (as
amended, modified, supplemented or restated and in effect on the
date hereof, the " Note Purchase Agreement "),
pursuant to which the Lender, upon certain terms and conditions,
has purchased a subordinated promissory note from the Company;
WHEREAS , the Company has requested that the Lender amend
certain of the terms and provisions of the Note Purchase Agreement
as set forth herein; and
WHEREAS , subject to the terms and provisions hereof the
Lender has agreed to amend the Note Purchase Agreement as
hereinafter provided.
NOW THEREFORE , the parties hereto hereby agree as
follows:
§1. Amendments to Note Purchase Agreement
. Subject to the consent of the Administrative Agent on behalf
of the Lenders (as each such term is defined in the Bank Credit
Agreement), the Note Purchase Agreement is hereby amended as
follows:
§1.1. Definitions . Section 1.1 of the
Notc Purchase Agreement is amended as follows:
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The
definition of "Consolidated Total Debt Service" is hereby amended
by deleting clause (c) of the first sentence of such definition and
replacing it with the following new text: "consolidated rental
expense for such period as determined in accordance with GAAP."
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§2. Representations and Warranties . The
Company hereby represents and warrants to the Lender as
follows:
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(a)
Representations and Warranties in Note Purchase Agreement .
The representations and warranties of the Company contained in the
Note Purchase Agreement were true and correct in all material
respects when made, and continue to be true and correct in all
material respects on the date hereof, except to the extent that
such representations expressly relate to an earlier date.
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(b)
Authority, Etc. The execution and delivery by the Company of
this Amendment and the other documents delivered in connection
herewith (collectively, the "Amendment Documents" )
and the performance by the Company of all of its agreements and
obligations under the Amendment Documents (i) are within the
corporate authority of the Company, (ii) have been duly authorized
by all necessary corporate proceedings by the Company, (iii) do not
conflict with or result in any breach or contravention of any
provision of law, statute, rule or regulation to which the Company
is subject or any judgment, order, wri
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