NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 3rd, 2013 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
Page Section 1. Definitions. 1 Section 2. The Notes 4 Section 3. Information 4 Section 4. Representations and Warranties of the Issuer and CAL 5 Section 5. Offering by the Selling Group Members 10 Section 6. Covenants of the Issuer and CAL 11 Section 7. Expenses; Fees 14 Section 8. Conditions of the Selling Group Members’ Obligations 15 Section 9. Representations, Warranties and Covenants of the Selling Group Members 19 Section 10. Indemnification and Contribution 20 Section 11. Survival of Representations and Warranties 22 Section 12. Termination 22 Section 13. Selling Group Member Information 22 Section 14. Notices 23 Section 15. Successors 24 Section 16. Counterparts 25 Section 17. Governing Law 25 Section 18. Submission to Jurisdiction 25 Section 19. Waiver of Jury Trial 25 Section 20. Negotiations 26 Section 21. Amendments, etc 26 Section 22. Severability of Provisions 26 Section 23. No Waiver; Cumulative Remedies 26 Section 24. Integration 26 Section 25. Nonpetition Covenant 26 S
CAL FUNDING II LIMITED Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture Trustee SERIES 2013-1 SUPPLEMENT Dated as of March 28, 2013 to INDENTURE Dated as of October 18, 2012 SERIES 2013-1 NOTESCAI International, Inc. • April 3rd, 2013 • Services-equipment rental & leasing, nec • New York
SERIES 2013-1 SUPPLEMENT, dated as of March 28, 2013 (as amended, modified and supplemented from time to time in accordance with the terms hereof, this “Supplement”), between CAL FUNDING II LIMITED, an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”).
FOURTH AMENDMENT TO THE TERM LOAN AGREEMENTThe Term Loan Agreement • April 3rd, 2013 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This FOURTH AMENDMENT TO THE TERM LOAN AGREEMENT (this “Amendment”), dated as of March 28, 2013, is by and among CONTAINER APPLICATIONS LIMITED, a corporation organized under the laws of Barbados having its principal place of business at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies (“CAL” or the “Borrower”), CAI INTERNATIONAL, INC., a Delaware corporation having its principal place of business at Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105 (“CAI”) and the other Guarantors listed on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), the lending institutions from time to time listed on the signature pages hereto (the “Lenders”), ING BANK N.V., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”), and ING BANK N.V., acting as Mandated Lead Arranger and Physical Bookrunner). Capitalized terms used herein without definition shall have the respective meanings prov
