Exhibit 10.2


 




	
  

  	
  Execution
  Version AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of April 15, 2014
  (this “Amendment”), to the Credit Agreement, dated as of August 9, 2012
  (as amended or modified from time to time, the “Credit Agreement”), among
  INTERPOOL, INC., a corporation organized under the laws of Delaware (the
  “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders
  party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as
  administrative agent (the “Administrative Agent”). W I T N E S S E T H:
  WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
  and have made, certain loans and other extensions of credit to the Borrower;
  WHEREAS, the Borrower has requested that certain provisions of the Credit
  Agreement be amended as set forth herein; NOW, THEREFORE, in consideration of
  the mutual agreements herein contained and other good and valuable
  consideration, the sufficiency and receipt of which are hereby acknowledged,
  the Borrower, the Administrative Agent and the Lenders hereby agree as
  follows: SECTION 1. Defined Terms. Unless otherwise defined herein,
  terms defined in the Credit Agreement and used herein shall have the meanings
  given to them in the Credit Agreement. SECTION 2. Amendments to Credit
  Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended by
  deleting the definition of “Applicable Commitment Fee Rate” and replacing it
  with the following: ““Applicable Commitment Fee Rate” means, for each day on
  which the Aggregate Revolving Exposure is less than or equal to 50% of the
  aggregate Total Revolving Commitments, 0.375% and, for each day on which the
  Aggregate Revolving Exposure exceeds 50% of the Total Revolving Commitment,
  0.25%.” (b) Section 1.1 of the Credit Agreement is hereby amended by
  deleting the definition of “Applicable Rate” and replacing it with the
  following: ““Applicable Rate” means a percentage per annum equal to
  (a) in the case of ABR Loans, 1.25% and (b) in the case of
  Eurodollar Loans, 2.25%.” (c) Section 2.08(e) of the Credit Agreement
  is hereby amended by deleting the current amount of $1,000,000,000 set forth
  therein and replacing it with the new amount of $1,250,000,000.

  






 















	
  

  	
  2 SECTION 3.
  Effectiveness of Amendment. This Amendment shall become effective upon
  satisfaction of the following conditions precedent (such date, the “Amendment
  Effective Date”): The Administrative Agent shall have received the following:
  (i) counterparts to this Amendment duly executed by the Borrower, the
  Administrative Agent and each Lender; (ii) all fees required to be paid, and
  all expenses for which invoices have been presented (including the reasonable
  and documented fees and reasonable, documented, out-of-pocket expenses of
  legal counsel) required to be paid; and (iii) certified resolutions from the
  board of directors, members or other similar body of each Loan Party
  authorizing the execution, delivery and performance of this Amendment.
  SECTION 4. Representations and Warranties. To induce the other parties
  hereto to enter into this Amendment, the Borrower hereby represents and
  warrants to the Administrative Agent and to each Lender, as of the Amendment
  Effective Date: (a) The Borrower has the power and authority, and the legal
  right, to make, deliver and perform this Amendment, and to perform its obligations
  hereunder. The execution, delivery and performance by the Borrower of this
  Amendment has been authorized by all necessary corporate or other
  organizational action of the Borrower, and no other corporate or other
  organizational proceedings on the part of the Borrower is necessary to
  consummate such transactions. (b) This Amendment has been duly executed and
  delivered on behalf of the Borrower. This Amendment (i) is a legal,
  valid and binding obligation of the Borrower, enforceable against it in accordance
  with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
  or similar laws affecting creditors’ rights generally and by general
  equitable principles (whether enforcement is sought by proceedings in equity
  or at law) and an implied covenant of good faith and fair dealing and
  (ii) is in full force and effect subject to bankruptcy, insolvency,
  reorganization, moratorium or similar laws affecting creditors’ rights
  generally and by general equitable principles (whether enforcement is sought
  by proceedings in equity or at law). Neither the execution, delivery or
  performance of this Amendment, nor the performance of the transactions
  contemplated hereby, will invalidate the security interest granted on the
  Collateral pursuant to the Loan Documents or the priority or perfection of
  the Administrative Agent’s Lien on such Collateral. (c) The execution and
  delivery of this Amendment by the Borrower (i) does not require any
  consent or approval of, registration or filing with, or any other action by,
  any Governmental Authority, except such as have been obtained or made and are
  in full force and effect and except, to the extent permitted by the Loan
  Documents, for filings necessary to perfect Liens created pursuant to the
  Loan Documents, (ii) will not violate any Requirement of Law applicable
  to the Borrower or any of its Restricted Subsidiaries, (iii) will not
  violate or result in a 

  






 















	
  

  	
  3 default under
  any indenture, agreement or other instrument binding upon the Borrower or any
  of its Restricted Subsidiaries or the assets of the Borrower or any of its
  Restricted Subsidiaries, or give rise to a right thereunder to require any
  payment to be made by the Borrower or any of its Restricted Subsidiaries, and
  (iv) will not result in the creation or imposition of any Lien on any
  asset of the Borrower or any of its Restricted Subsidiaries; except Liens
  created pursuant to the Loan Documents, except, in each case other than with
  respect to the creation of Liens, to the extent that any such violation,
  default or right, or any failure to obtain such consent or approval or to
  take such action, could not reasonably be expected to result in a Material
  Adverse Effect. (d) Immediately before and immediately after giving
  effect to this Amendment, (A) the representations and warranties
  contained in Article III of the Credit Agreement and the other Loan
  Documents are true and correct in all material respects (it being understood
  and agreed that any representation or warranty which by its terms is made as
  of a specified date shall be required to be true and correct in all material
  respects only as of such specified date, and that any representation or
  warranty which is subject to any materiality qualifier or “Material Adverse
  Effect” shall be required to be true and correct in all respects), and
  (B) no Default exists. SECTION 5. Effect on the Credit Agreement.
  (a) Except as specifically amended above, the Credit Agreement shall
  continue to be in full force and effect and is hereby in all respects
  ratified and confirmed. (b) The execution, delivery and effectiveness of
  this Amendment shall not operate as a waiver of any right, power or remedy of
  any Lender or the Administrative Agent under the Credit Agreement, nor
  constitute a waiver of any provision of any of the Credit Agreement.
  SECTION 6. Expenses. The Borrower agrees to pay or reimburse the
  Administrative Agent for all of its out-of-pocket costs and reasonable
  expenses incurred in connection with this Amendment, any other documents
  prepared in connection herewith and the transaction contemplated hereby,
  including, without limitation, the reasonable fees and disbursements of
  counsel to the Administrative Agent. SECTION 7. Governing Law; Waiver of
  Jury Trial. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
  OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE
  PARTIES AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF
  THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
  REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF
  THE NEW YORK GENERAL OBLIGATIONS LAW. EACH PARTY HERETO HEREBY AGREES AS SET
  FORTH FURTHER IN SECTION 9.09 OF THE CREDIT AGREEMENT AS IF SUCH
  SECTION WERE SET FORTH IN FULL HEREIN. SECTION 8. Counterparts.
  This Amendment may be executed in counterparts (and by different parties
  hereto on different counterparts), each of which shall constitute an
  original, but all of which when taken together shall constitute a single
  contract. This Amendment, the Credit Agreement and the other Loan Documents
  constitute the entire contract among the parties relating to the subject
  matter hereof and supersede any and all previous agreements and
  understandings, oral or written, relating to the subject matter hereof.
  Delivery of 

  






 















	
  

  	
  4 an executed
  counterpart of a signature page of this Amendment by facsimile or email
  shall be effective as delivery of a manually executed counterpart of this
  Amendment. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
  REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
  MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
  PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
  ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [Remainder of
  page intentionally left blank.]

  






 















	
  

  	
  IN WITNESS
  WHEREOF, the parties hereto have caused this Amendment to be duly executed
  and delivered by their respective proper and duly authorized officers as of
  the day and year first above written. INTERPOOL,
  INC. By: Name: Christopher Annese Title: Chief Financial Officer [Signature Page to Amendment No.
  2] 

  






 















	
  

  	
  JPMORGAN CHASE
  BANK, N.A., as Administrative Agent and as a Lender By: Name: Matthew H.
  Massie Title: Managing Director 

  






 















	
  

  	
  DVB Bank
  SE         , as a Lender By: Name: Georg Tzieply
  Title: SVP By: Name: Nico Hintze Title: VP [Lender Signature Page]

  






 















	
  

  	
  Bank of
  America, NA, as a Lender By: Name: Matthew T. O’Keefe Title: Senior Vice
  President [Lender Signature Page]

  






 















	
  

  	
  DEUTSCHE BANK
  TRUST COMPANY AMERICAS, as a Lender By: Name: Kirk L. Tashjian Title: Vice
  President By: Name: Peter Cucchiara Title: Vice President [Lender Signature
  Page]

  






 















	
  

  	
  WELLS FARGO
  BANK, NA, as a Lender By: Name: Peter Aziz Title: Vice President [Lender
  Signature Page]

  






 















	
  

  	
  Union Bank,
  N.A., as a Lender By: Name: Steven A. Narsutis Title: Vice President [Lender
  Signature Page]

  






 















	
  

  	
  ROYAL BANK OF
  CANADA, as a Lender By: Name: Ben Thomas Title: Authorized Signatory [Lender
  Signature Page]

  






 















	
  

  	
  RBS Citizens
  Business Capital, a division of RBS Asset Finance, Inc., a subsidiary of
  RBS Citizens, N.A. as a Lender By: Name: Richard Norberg Title: Assistant
  Vice President [Lender Signature Page]

  






 















	
  

  	
  PNC Bank,
  National Association, as a Lender By: Name: Joannu Fu Title: Bank Officer
  [Lender Signature Page]

  






 















	
  

  	
  Regions Bank,
  as a Lender By: Name: Daniel Wells Title: Attorney in Fact [Lender Signature
  Page]

  






 















	
  

  	
  COMPASS BANK,
  as a Lender By: Name: Michael Sheff Title: Sr. Vice President [Lender
  Signature Page]

  






 















	
  

  	
  FirstMerit
  Bank, N.A. as a Lender By: Name: Lynn Alan Gruber Title: Vice President

  






 















	
  

  	
  Capital One
  Business Credit Corp., as a Lender By: Name: Michael S. Lockery Title:
  Director [Lender Signature Page]

  






 















	
  

  	
  CIT Finance LLC
  as a Lender By: Name: Renee M. Singer Title: Managing Director CIT Finance
  LLC

  






 















	
  

  	
  Sun Trust Bank,
  as a Lender By: Name: Brian O’Fallon Title: Director [Lender Signature Page]

  






 















	
  

  	
  People’s United
  Bank, as a Lender By: Name: Carmen Caporrino Title: Senior Vice President
  [Lender Signature Page]

  






 















	
  

  	
  NYCB Specialty
  Finance Company LLC, (a wholly owned subsidiary of New York Community Bank),
  as a Lender By: Name: Willard D. Dickerson, Jr. Title: Senior Vice President
  [Lender Signature Page]

  






 















	
  

  	
  Webster
  Business Credit Corp., as a Lender By: Name: Joesph Zyautra Title: SVP
  [Lender Signature Page] 

  






 















	
  

  	
  CITY NATIONAL
  BANK, a national banking association, as a Lender By: Name: Mia Bolin Title:
  Vice President [Lender Signature Page]

  






 















	
  

  	
  CATHAY BANK as
  a Lender By: Name: HUMBERTO CAMPOS Title: VICE PRESIDENT [Lender Signature
  Page]

  






 















	
  

  	
  First Niagara
  Commercial Finance, Inc., as a Lender By: Name: Danielle Prentis Title: Vice
  President – Portfolio Manager [Lender Signature Page]