AMENDMENT NO.
1
to that certain
REVOLVING CREDIT
AGREEMENT
This
AMENDMENT NO. 1 (this “ Amendment ”),
dated as of February [__], 2006, is by and among CONTAINER
APPLICATIONS INTERNATIONAL, INC. , a Nevada corporation (the
“ Borrower ”), the guarantors listed on the
signature pages hereto (each a “ Guarantor ” and
collectively, the “ Guarantors ”), BANK OF
AMERICA, N.A. , (“ Bank of America ”) and
the other lending institutions from time to time party to the
Credit Agreement referred to below (collectively, the “
Lenders ”), Bank of America, as administrative agent
for itself and the other Lenders (in such capacity, the “
Administrative Agent ”), LASALLE BANK
NATIONAL ASSOCIATION , as syndication agent for itself and the
other Lenders (in such capacity, the “ Syndication
Agent ”) and UNION BANK OF CALIFORNIA, N.A., as
co-agent for itself and the other Lenders (in such capacity, the
“ Co-Agent ” and together with the
Administrative Agent and the Syndication Agent, the “
Agents ”). Capitalized terms used herein without
definition shall have the respective meanings provided therefor in
the Credit Agreement referred to below.
WHEREAS, the Borrower, the Lenders and the Agents are
parties to that certain Revolving Credit Agreement, dated as of
April 28, 2005 (as heretofore amended and in effect on the date
hereof, the “ Credit Agreement ”), pursuant to
which the Lenders, upon certain terms and conditions, have agreed
to make loans and otherwise extend credit to the Borrower;
WHEREAS, the Borrower has requested that the Agents and the
Lenders amend certain of the terms and provisions of the Credit
Agreement as set forth herein; and
WHEREAS, subject to the terms and conditions set forth
herein, the Agents and the Lenders party hereto have agreed amend
the Credit Agreement as hereinafter provided.
NOW THEREFORE, the parties hereto hereby agree as
follows:
§1. Amendments to Credit
Agreement . Subject to the satisfaction of the conditions
precedent set forth in §5 below, the Credit Agreement is
hereby amended as follows:
|
|
(a)
The definition of “Consolidated Total Debt Service” in
Section 1.1 of the Credit Agreement is hereby amended by deleting
the parenthetical phrase “(excluding the Closing Interpool
Repayment)” in clause (a) of such definition and substituting
the parenthetical phrase “(excluding the Closing Interpool
Repayment and any prepayment of the Interpool Subordinated Debt
permitted under this Agreement)” in lieu thereof.
|
|
|
(b)
Section 9.8 of the Credit Agreement is hereby amended by deleting
the text “(ii) at the time of such prepayment, the ratio of
(x) Senior Funded Debt to (y) Consolidated Adjusted Tangible Net
Worth at such time shall not exceed 2.50:1.00” in the
proviso in clause (d) in the second sentence of such Section
9.8 and substituting the following language in lieu thereof:
“(ii) at the time of such prepayment, the ratio of (x) Senior
Funded Debt to (y) Consolidated Adjusted Tangible Net Worth at such
time shall not exceed (A) at any time prior to June 30, 2007,
3.00:1.00 or (B) at any time on or after June 30, 2007,
2.50:1.00".
|
|
|
(c)
Section 10.4 of the Credit Agreement is hereby amended by deleting
the following sentence appearing at the end of such Section
10.4:
|
|
|
“Notwithstanding the foregoing, in the
event that the Borrower prepays (in whole or in part) the
outstanding amount of Interpool Subordinated Debt (other than the
Closing Interpool Repayment), the Borrower will not permit the
ratio of (a) Senior Funded Debt to (b) Consolidated Adjusted
Tangible Net Worth, as at any date of determination occurring on or
after the date that such prepayment is made, to exceed
2.50:1.00.”
|
§2. Effectiveness . Upon the
satisfaction of the condition precedent set forth in §5 below,
the amendments provided for herein shall take effect as of the date
hereof.
§3. Representations and
Warranties . Each of the Borrower and the Guarantors, as
the case may be, represents and warrants to the Lenders and the
Agents as follows:
|
|
(a)
Representations and Warranties in
Credit Agreement . The representations and warranties
of the Borrower contained in the Credit 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.
|
|
|
(b)
Authority , Etc . The execution and delivery by each
of the Borrower and the Guarantors of this Amendment and the
performance by each of the Borrower an
|
