<PAGE>

                                                                     EXHIBIT 2.9

                       AMENDMENT NO. 4, WAIVER AND CONSENT

     This Amendment No. 4, Waiver and Consent dated as of February 22, 2002
("Agreement") is among IFCO Systems, N.V., a public limited liability company
organized under the laws of the Netherlands ("Holdings"), IFCO Systems North
America, Inc., a Delaware corporation ("Borrower"), the Lenders (as defined
below) executing this Agreement, and Bank One, NA, as administrative agent for
the Lenders ("Administrative Agent").

                                  INTRODUCTION

     A.   The Borrower is party to the Second Amended and Restated Credit
Agreement dated as of December 31, 2000, as amended by Amendment No. 1 and
Consent dated as of June 12, 2001, Amendment No. 2 and Waiver dated as of August
31, 2001, and Amendment No. 3, Waiver and Consent dated as of October 12, 2001
(as amended, the "Credit Agreement") with Holdings, the financial institutions
parties thereto ("Lenders"), CIBC World Markets Corp. and Banc One Capital
Markets, Inc., as co-lead arrangers and co-book runners, CIBC World Markets
Corp., as syndication agent, and the Administrative Agent.

     B.   The Borrower, the Lenders, and the Administrative Agent desire to
amend the Credit Agreement in certain respects as set forth herein and the
Borrower has requested that the Lenders waive compliance with certain covenants
in the Credit Agreement and consent to certain Asset Sales (as defined in the
Credit Agreement).

     THEREFORE, the Borrower, the Lenders, and the Administrative Agent hereby
agree as follows:

     Section 1.  Definitions; References. Unless otherwise defined in this
          Agreement, terms used in this Agreement which are defined in the
          Credit Agreement shall have the meanings assigned to such terms in the
          Credit Agreement.

     Section 2.  Amendments.

     (a)  The definition of Consolidated EBITDA in Section 1.1 of the Credit
          Agreement is amended in its entirety to read as follows:

                 "Consolidated EBITDA": for any period, Consolidated Net Income
          for such period plus, without duplication and to the extent reflected
          as a charge in the statement of such Consolidated Net Income for such
          period, the sum of (a) income tax expense, (b) interest expense,
          amortization or writeoff of debt discount and debt issuance costs and
          commissions, discounts and other fees and charges associated with
          Indebtedness (including the Loans), (c) depreciation and amortization
          expense, (d) amortization of intangibles (including, but not limited
          to, goodwill) and organization costs, (e) with respect to the fiscal
          quarter of

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          Holdings ending December 31, 2000 only, any extraordinary or
          non-recurring non-cash expenses or losses (including, whether or not
          otherwise includable as a separate item in the statement of such
          Consolidated Net Income for such period, non-cash losses on sales of
          assets outside of the ordinary course of business) attributable to the
          sale of the Borrower's pallet manufacturing business, provided, that
          the amounts referred to in this clause (e) shall not, in the
          aggregate, exceed $65,000,000, (f) with respect to the fiscal quarter
          of Holdings ending December 31, 2000 only, any other non-recurring
          non-cash expenses or losses substantially in accordance with Exhibit
          1.1 attached hereto which shall not, in the aggregate, exceed
          $15,600,000, and (g) with respect to the calendar year of Holdings
          ending December 31, 2001 only, any other extraordinary or
          non-recurring cash and non-cash expenses or losses in an aggregate
          amount not to exceed $7,350,000, and minus, to the extent included in
          the statement of such Consolidated Net Income for such period, the sum
          of (a) interest income, (b) any extraordinary or non-recurring
          non-cash income or gains (including, whether or not otherwise
          includable as a separate item in the statement of such Consolidated
          Net Income for such period, gains on the sales of assets outside of
          the ordinary course of business) and (c) any other non-cash income,
          all as determined on a consolidated basis. Notwithstanding anything
          herein to the contrary, for the purposes of the calculation of
          Consolidated EBITDA, any non-cash income and losses derived solely
          from foreign exchange gains or losses shall be excluded from such
          calculation. For the purposes of calculating Consolidated EBITDA for
          any period of four consecutive fiscal quarters (each, a "Reference
          Period") pursuant to any determination of the Consolidated Total
          Leverage Ratio, Consolidated Senior Leverage Ratio or Consolidated
          Interest Coverage Ratio, (i) if at any time during such Reference
          Period Holdings or any Subsidiary shall have made any Material
          Disposition, the Consolidated EBITDA for such Reference Period shall
          be reduced by an amount equal to the Consolidated EBITDA (if positive)
          attributable to the property that is the subject of such Material
          Disposition for such Reference Period or increased by an amount equal
          to the Consolidated EBITDA (if negative) attributable thereto for such
          Reference Period; (ii) if during such Reference Period Holdings or any
          Subsidiary shall have made a Material Acquisition, Consolidated EBITDA
          for such Reference Period shall be calculated after giving pro forma
          effect thereto as if such Material Acquisition occurred on the first
          day of such Reference Period; provided that, Consolidated EBITDA shall
          not be adjusted to include projected post-acquisition cost savings,
          synergies or similar amounts; and (iii) if such Reference Period is
          prior to the effect of the Merger, Consolidated EBITDA will be
          calculated after giving pro forma effect to the combination of
          Holdings and the Borrower consistent with SEC regulations.

     (b)  Section 6.1(c) is amended in its entirety to read as follows:

          (c)  as soon as available, but in any event not later than 45 days
     after (i) the end of each calendar month commencing with the calendar month
     ending July 31, 2001 through the calendar month ending June 30, 2002, the
     unaudited unconsolidated monthly internal financial statements and
     management reports of Holdings and its Subsidiaries, and (ii) the end of
     each calendar month

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          commencing with the calendar month ending July 31, 2002 and
          thereafter, the unaudited consolidated balance sheets of Holdings and
          its consolidated Subsidiaries as at the end of such calendar month and
          the related unaudited consolidated statements of income and of cash
          flows for such calendar month and the portion of the fiscal year
          through the end of such calendar month, setting forth in each case in
          comparative form the figures for the previous year, certified by a
          Responsible Officer as being fairly stated in all material respects
          (subject to normal year-end audit adjustments); and

     (c)  The Consolidated Total Leverage Ratio in Section 7.1(a) of the Credit
          Agreement is amended in its entirety by replacing the ratio table with
          the following:


                Fiscal Year         Fiscal Quarter              Ratio

                    2000               Fourth                5.05 to 1.00

                    2001               First                 5.70 to 1.00
                                       Second                5.95 to 1.00
                                       Third                 5.45 to 1.00
                                       Fourth                5.90 to 1.00

                    2002               First                 7.55 to 1.00
                                       Second                7.55 to 1.00
                                       Third                 6.50 to 1.00
                                       Fourth                5.50 to 1.00

                    2003               First                 5.50 to 1.00

     (d)  The Consolidated Senior Leverage Ratio in Section 7.1(b) of the Credit
          Agreement is amended in its entirety by replacing the ratio table with
          the following:


                Fiscal Year         Fiscal Quarter              Ratio

                    2000               Fourth                2.35 to 1.00

                    2001               First                 2.90 to 1.00
                                       Second                3.20 to 1.00
                                       Third                 2.30 to 1.00
                                       Fourth                2.35 to 1.00

                    2002               First                 3.25 to 1.00
                                       Second                3.25 to 1.00
                                       Third                 2.75 to 1.00
                                       Fourth                2.25 to 1.00

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                Fiscal Year          Fiscal Quarter            Ratio

                    2003               First                2.25 to 1.00


     (e)  The Consolidated Interest Coverage Ratio in Section 7.1(c) of the
          Credit Agreement is amended in its entirety by replacing the ratio
          table with the following:


                Fiscal Year          Fiscal Quarter            Ratio

                    2000               Fourth               1.85 to 1.00

                    2001               First                1.65 to 1.00
                                       Second               1.55 to 1.00
                                       Third                1.50 to 1.00
                                       Fourth               1.50 to 1.00

                    2002               First                1.15 to 1.00
                                       Second               1.10 to 1.00
                                       Third                1.25 to 1.00
                                       Fourth               1.50 to 1.00

                    2003               First                1.50 to 1.00

     (f)  The Minimum Consolidated Net Worth covenant in Section 7.1(e) of the
          Credit Agreement is amended in its entirety to read as follows:

              (e)  Minimum Consolidated Net Worth. Permit Consolidated Net Worth
          at any time to be less than the sum of (i) (A) for the fiscal quarter
          of Holdings ending September 30, 2001 and any prior fiscal quarter,
          $190,000,000, or (B) for the fiscal quarter ending December 31, 2001,
          $140,000,000, (C) for the fiscal quarters ending March 31, 2002, June
          30, 2002, and September 30, 2002, $85,000,000, or (D) for the fiscal
          quarter ending December 31, 2002 and any fiscal quarter thereafter,
          $90,000,000, plus (ii) 80% of cumulative Consolidated Net Income for
          each fiscal quarter of Holdings (beginning with the fiscal quarter
          ending March 31, 2003) for which Consolidated Net Income is positive,
          plus (iii) 100% of the Net Cash Proceeds of any offering by Holdings
          of common or preferred equity consummated after January 1, 2000 plus
          (iv) 100% of any capital contribution made to Holdings or any of its
          Subsidiaries after January 1, 2000 by any holder of Holding's Capital
          Stock.

     Section 3. Waiver. The Administrative Agent and the Lenders hereby,
          notwithstanding any provisions in the Credit Agreement and the Loan
          Documents to the contrary, waive compliance with (a) the reporting
          requirements in Section 6.1(c) of the Credit Agreement for the
          calendar months ending July 31, 2001, August 31, 2001, September 30,
          2001, October 31, 2001, November 30, 2001, and December 31, 2001 only,
          (b) the financial

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          covenants in Sections 7.1(a), (b) and (c) of the Credit Agreement, for
          the fiscal quarter ending December 31, 2001 only, and (c) the
          financial covenants in Section 7.1(e) for the fiscal quarters ending
          September 30, 2001 and December 31, 2001 only. This waiver is limited
          to the extent described herein and shall not be construed to be a
          waiver of any other non-compliance, Defaults or Events of Default that
          may have occurred or any other actions prohibited by the Credit
          Agreement. The Administrative Agent and the Lenders reserve the right
          to exercise any rights and remedies available to them in connection
          with any future violations, non-compliance or defaults with respect to
          Sections 6.1(c) and 7.1 of the Credit Agreement or any other provision
          of any Loan Document.

     Section 4. Consent. The Administrative Agent and the Lenders consent to the
          Asset Sale of the assets, owned real property and certain liabilities
          of the Borrower's drum reconditioning operations ("Drum Operations");
          provided that (a) such Asset Sale of the Drum Operations ("Drum Asset
          Sale") must be pursuant to an asset purchase agreement ("Drum Asset
          Purchase Agreement") between Holdings, certain of Holdings'
          wholly-owned subsidiaries, and Industrial Container Services, LLC
          ("Drum Buyer") which is reasonably acceptable to the Administrative
          Agent and substantially on the terms and conditions as set forth in
          that certain memorandum dated January 28, 2002 from Edward Rhyne of
          Gardere Wynne Sewell LLP, which has modified by the Agreed Revisions
          to Deal Terms dated as of February 20, 2002; (b) such Drum Asset Sale
          must be for a total consideration of (i) an assumption by the Drum
          Buyer of certain working capital liabilities on the closing date of
          such Drum Asset Sale, and (ii) approximately $46,750,000, which shall
          be payable to the Borrower by (A) approximately $41,250,000 in cash,
          of which, in accordance with Section 2.10(e) of the Credit Agreement,
          approximately $21,950,000 shall be applied to the Revolving Credit
          Loan, and (B) approximately $5,500,000 in other non-cash
          consideration; (c) the Borrower shall, simultaneously upon the
          completion of the Drum Asset Sale, permanently reduce the Revolving
          Credit Commitment to $85,000,000; (d) any proceeds from the Drum Asset
          Sale shall be applied first to the Revolving Credit Loan in an amount
          equal to the amount by which the Borrowing Base is reduced as a result
          of such Drum Asset Sale (but, notwithstanding anything to the contrary
          in the Credit Agreement, with no reduction of the Revolving Credit
          Commitment except as set forth in clause (c) above); and (e)
          approximately $16,470,000 shall be applied to the Term Loan.

     Section 5. Representations and Warranties. The Borrower represents and
          warrants to the Administrative Agent and the Lenders that:

     (a)  the representations and warranties set forth in the Credit Agreement
          are true and correct in all material respects as of the date of this
          Agreement, except to the extent any such representation or warranty is
          stated to relate solely to an earlier date, in which case such
          representation or warranty was true and correct in all material
          respects as of such earlier date;

     (b)  (i) the execution, delivery, and performance of this Agreement have
          been duly authorized by appropriate proceedings, and (ii) this
          Agreement constitutes a legal, valid, and binding obligation of the
          Borrower, enforceable in accordance with its terms, except as limited
          by

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          applicable bankruptcy, insolvency, reorganization, moratorium, or
          similar laws affecting the rights of creditors generally and general
          principles of equity; and

     (c)  as of the effectiveness of this Agreement, no Default or Event of
          Default has occurred and is continuing.

     Section 6.  Effectiveness. This Agreement shall become effective and the
          Credit Agreement shall be amended as provided in this Agreement upon
          the occurrence of the following conditions precedent:

     (a)  the Borrower, Holdings, the Guarantors, the Administrative Agent, and
          the Required Lenders shall have delivered duly and validly executed
          originals of this Agreement to the Administrative Agent;

     (b)  the representations and warranties in this Agreement shall be true and
          correct in all material respects;

     (c)  the Administrative Agent and Lenders executing this Agreement shall
          have received the required work fee from the Borrower;

     (d)  the Borrower shall have delivered to the Administrative Agent duly and
          validly executed copies of the Drum Asset Purchase Agreement and any
          amendments thereto; and

     (e)  the Borrower shall have paid all costs, fees and expenses which have
          been invoiced and are payable pursuant to the terms of the Credit
          Agreement.

     Section 7.  Effect on Loan Documents.

     (a)  Except as amended or waived herein, the Credit Agreement and the Loan
          Documents remain in full force and effect as originally executed and
          amended heretofore. Nothing herein shall act as a waiver of any of the
          Administrative Agent's or Lenders' rights under the Loan Documents, as
          amended, including the waiver of any Event of Default or Default,
          however denominated.

     (b)  This Agreement is a Loan Document for the purposes of the provisions
          of the other Loan Documents. Without limiting the foregoing, any
          breach of representations, warranties, and covenants under this
          Agreement may be an Event of Default or Default under other Loan
          Documents.

     Section 8.  Notice of Permanent Commitment Reduction. The parties hereto
          agree that this Agreement shall serve as notice to the Administrative
          Agent of the Borrower's election to reduce the Revolving Credit
          Commitment to $85,000,000 upon the completion and effectiveness of the
          Drum Asset Sale.

     Section 9.  Choice of Law. This Agreement shall be governed by and
          construed and enforced in accordance with the laws of the State of New
          York.

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Section 10. Counterparts. This Agreement may be signed in any number of
        counterparts, each of which shall be an original.

                  [Remainder of page intentionally left blank]

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         EXECUTED as of the date first above written.

                                 IFCO SYSTEMS, N.V.


                                 By: /s/ Karl Pohler
                                     -----------------------------------
                                         Karl Pohler
                                         Chief Executive Officer

                                 IFCO SYSTEMS NORTH AMERICA, INC.


                                 By: /s/ David Russell
                                     -----------------------------------
                                         David Russell
                                         President

                                 BANK ONE, NA, as Administrative Agent and
                                 as a Lender


                                 By: /s/ Frank L. Grossman
                                     -----------------------------------
                                 Name:   Frank L. Grossman
                                      ----------------------------------
                                 Title:  Director - Capital Markets
                                       ---------------------------------


                                 CIBC INC., as Lender


                                 By: /s/ Katherine Bass
                                     -----------------------------------
                                 Name:   Katherine Bass
                                      ----------------------------------
                                 Title:  Executive Director
                                       ---------------------------------

                                 CIBC World Markets Corp. As Agent


                                 DRESDNER BANK AG, NEW YORK AND
                                 GRAND CAYMAN BRANCHES, as Lender


                                 By: /s/ Ulrich Kahlow
                                     -----------------------------------
                                 Name:   Ulrich Kahlow
                                      ----------------------------------
                                 Title:  Vice President
                                      ----------------------------------


                                 By: /s/ Dominik Rowe
                                     -----------------------------------
                                 Name:   Dominik Rowe
                                      ----------------------------------
                                 Title:  Analyst
                                      ----------------------------------

<PAGE>

                                        COMERICA BANK, as Lender


                                        By: /s/ John R. Grundstad
                                            ----------------------------
                                        Name: John R. Grundstad
                                              --------------------------
                                        Title: Vice President
                                              --------------------------


                                        BNP PARIBAS, as Lender


                                        By:_____________________________
                                        Name:___________________________
                                        Title:__________________________


                                        By:_____________________________
                                        Name:___________________________
                                        Title:__________________________


                                        NATIONAL CITY BANK, as Lender


                                        By:_____________________________
                                        Name:___________________________
                                        Title:__________________________


                                        THE ROYAL BANK OF SCOTLAND, as Lender


                                        By: /s/ Gerd Bieding
                                            ----------------------------
                                        Name:   Gerd Bieding
                                        Title:  Director


                                        THE BANK OF NOVA SCOTIA, as Lender


                                        By: /s/ Olivia L. Braun
                                            ----------------------------
                                        Name:   Olivia L. Braun
                                        Title:  Director

<PAGE>

                    ACKNOWLEDGMENT AND CONSENT BY GUARANTORS

         Each of the undersigned Guarantors (i) acknowledges its receipt of a
copy of and hereby consents to all of the terms and conditions of the foregoing
Agreement and (ii) reaffirms its obligations under the Guarantee and Collateral
Agreement dated as of March 8, 2000 in favor of Bank One, NA, as Administrative
Agent.

         Dated as February 22, 2002.

                                        BORROWER:

                                        IFCO SYSTEMS NORTH AMERICA, INC.


                                        By:  /s/ David Russell
                                             ---------------------------
                                                 David Russell
                                                 President

                                        GUARANTORS:

                                        IFCO SYSTEMS, N.V.


                                        By:  /s/ Karl Pohler
                                             ---------------------------
                                                 Karl Pohler
                                                 Chief Executive Officer

<PAGE>

                                      IFCO SYSTEMS VIRGINIA, INC.
                                      IFCO SYSTEMS FLORIDA, INC.
                                      IFCO SYSTEMS WISCONSIN, INC.
                                      NLD, INC.
                                      IFCO SYSTEMS CALIFORNIA, INC.
                                      IFCO SYSTEMS BUTNER, INC.
                                      IFCO SYSTEMS PENNSYLVANIA, INC.
                                      IFCO SYSTEMS INDIANA, INC.
                                      VALLEY CRATING AND PACKAGING, INC.
                                      IFCO SYSTEMS WATERLOO, INC.
                                      IFCO SYSTEMS MAINE, INC.
                                      BLACK RIVER FOREST PRODUCTS, INC.
                                      PALEX-TEXAS, INC.
                                      IFCO SYSTEMS IOWA, INC.
                                      IFCO SYSTEMS NORTH CAROLINA, INC.
                                      IFCO SYSTEMS LOUISIANA, INC.
                                      IFCO SYSTEMS ARIZONA, INC.
                                      NLP TRANSPORT, INC.
                                      AZ PALLET, INC.
                                      BROMLEY ACQUISITION COMPANY, INC.
                                      IFCO SYSTEMS OHIO, INC.
                                      PALLET MANAGEMENT SERVICES, INC.
                                      IFCO SYSTEMS WESTERN REGION, INC.


                                      By: /s/ David Russell
                                          ------------------------------
                                              David Russell
                                              President

                                      IFCO SYSTEMS CANADA, INC.


                                      By: /s/ David Russell
                                          ------------------------------
                                      Name:   David Russell
                                           -----------------------------
                                      Title:  President
                                            ----------------------------

                                      -13-

<PAGE>

                                   PALEX-TEXAS, L.P.

                                   By: PalEx-Texas, Inc., its General Partner

                                   By: /s/ David Russell
                                       ---------------------------------
                                           David Russell
                                           President

                                   IFCO ICS-CHICAGO, INC.
                                   IFCO INDUSTRIAL CONTAINER SYSTEMS
                                   HOLDING COMPANY
                                   IFCO ICS-WASHINGTON, INC.
                                   IFCO ICS-CALIFORNIA, INC.
                                   ENVIRONMENTAL RECYCLERS OF
                                   COLORADO, INC.
                                   IFCO ICS-FLORIDA, INC.
                                   IFCO ICS-MINNESOTA, INC.
                                   IFCO ICS-GEORGIA, INC.
                                   IFCO ICS-ILLINOIS, INC.
                                   IFCO ICS-NORTH CAROLINA, INC.
                                   IFCO ICS-MIAMI, INC.
                                   CONTAINER RESOURCES CORPORATION
                                   IFCO ICS-SOUTH CAROLINA, INC.
                                   PALEX-KANSAS, INC.
                                   IFCO ICS-MICHIGAN, INC.


                                   By: /s/ Calvin Lee
                                       ---------------------------------
                                           Calvin Lee
                                           President

                                   IFCO ICS-LLC

                                   By: IFCO ICS-Chicago, Inc., its Manager

                                   By: /s/ Calvin Lee
                                       ----------------------------------
                                           Calvin Lee
                                           President

<PAGE>

                                         PALEX TEXAS HOLDINGS, INC.


                                         By: /s/ David Russell
                                             ---------------------------
                                                 David Russell
                                                 President

                                         IFCO SYSTEMS EUROPE GMBH


                                          By: /s/ Karl Pohler
                                              --------------------------
                                                  Karl Pohler
                                                  Chief Executive Officer

                                          By: /s/ Michael Nimtsch
                                              --------------------------
                                                  Michael Nimtsch
                                                  Chief Financial Officer

                                          SCHOELLER-U.S., INC.


                                          By: /s/ David Russell
                                              --------------------------
                                                  David Russell
                                                  President

                                          IFCO - U.S., L.L.C.


                                          By: /s/ David Russell
                                              --------------------------
                                                  David Russell
                                                  President

                                      -13-