ex10_1.htm


    
      

    


    EXHIBIT
      NO. 10.1

    


    SECOND
      AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

    


    Dated
      as
      of September 25, 2007

    


    by
      and
      among

    


    CAI
      INTERNATIONAL, INC.

    and

    CONTAINER
      APPLICATIONS LIMITED

    (as
      “Borrowers”)

    


    THE
      LENDERS LISTED ON SCHEDULE 1 HERETO

    


    and

    


    BANK
      OF AMERICA, N.A.

    as
      Administrative Agent (the “Administrative Agent”)

    with

    


    BANC
      OF AMERICA SECURITIES LLC,

    acting
      as
      Lead Arranger and Book Manager (the “Arranger”)

    


    and

    


    LASALLE
      BANK NATIONAL ASSOCIATION

    as
      Syndication Agent (the “Syndication Agent”)

    


    and

    


    UNION
      BANK OF CALIFORNIA, N.A.

    as
      Documentation Agent (the “Documentation Agent”)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              1.

            	
              DEFINITIONS
                AND RULES OF INTERPRETATION

            	 	
              1

            
	 	 	 	 
	 	
              1.1.

            	
              Definitions

            	 	
              1

            
	 	 	 	 	 
	
              2.

            	
              THE
                SENIOR CREDIT FACILITY

            	 	
              27

            
	 	 	 	 
	 	
              2.1.

            	
              Commitment
                to Lend

            	 	
              27

            
	 	
              2.2.

            	
              Commitment
                Fee

            	 	
              28

            
	 	
              2.3.

            	
              Reduction
                of Total Commitment

            	 	
              28

            
	 	
              2.4.

            	
              Evidence
                of Debt

            	 	
              29

            
	 	
              2.5.

            	
              Interest

            	 	
              29

            
	 	
              2.6.

            	
              Requests
                for Revolving Credit Loans

            	 	
              30

            
	 	
              2.7.

            	
              Conversion
                Options

            	 	
              30

            
	 	
              2.8.

            	
              Funds
                for Revolving Credit Loans

            	 	
              31

            
	 	
              2.9.

            	
              Change
                in Borrowing Base and Domestic Borrowing Base

            	 	
              32

            
	 	
              2.10.

            	
              Swing
                Line Loans

            	 	
              33

            
	 	
              2.11.

            	
              Increase
                in the Total Commitment

            	 	
              36

            
	 	 	 	 	 
	
              3.

            	
              REPAYMENT
                OF THE LOANS

            	 	
              37

            
	 	 	 	 
	 	
              3.1.

            	
              Maturity

            	 	
              37

            
	 	
              3.2.

            	
              Mandatory
                Repayments of Revolving Credit Loans

            	 	
              37

            
	 	
              3.3.

            	
              Optional
                Repayments of Revolving Credit Loans and Swing Line Loans

            	 	
              38

            
	 	 	 	 	 
	
              4.

            	
              LETTERS
                OF CREDIT

            	 	
              38

            
	 	 	 	 
	 	
              4.1.

            	
              Letter
                of Credit Commitments

            	 	
              38

            
	 	
              4.2.

            	
              Reimbursement
                Obligation of the Borrowers

            	 	
              42

            
	 	
              4.3.

            	
              Letter
                of Credit Payments

            	 	
              43

            
	 	
              4.4.

            	
              Obligations
                Absolute

            	 	
              44

            
	 	
              4.5.

            	
              Role
                of Issuer

            	 	
              45

            
	 	
              4.6.

            	
              Letter
                of Credit Fees

            	 	
              46

            
	 	
              4.7.

            	
              Cash
                Collateral

            	 	
              46

            
	 	
              4.8.

            	
              Conflict
                with Issuer Documents

            	 	
              46

            
	 	
              4.9.

            	
              Letters
                of Credit Issued for Subsidiaries

            	 	
              46

            
	 	
              4.10.

            	
              Replacement
                of L/C Issuer

            	 	
              47

            
	 	 	 	 	 
	
              5.

            	
              CERTAIN
                GENERAL PROVISIONS

            	 	
              47

            
	 	 	 	 
	 	
              5.1.

            	
              Fees

            	 	
              47

            
	 	
              5.2.

            	
              Funds
                for Payments

            	 	
              47

            
	 	
              5.3.

            	
              Computations

            	 	
              49

            
	 	
              5.4.

            	
              Inability
                to Determine Eurodollar Rate

            	 	
              49

            
	 	
              5.5.

            	
              Illegality

            	 	
              49

            
	 	
              5.6.

            	
              Additional
                Costs, etc

            	 	
              50

            
	 	
              5.7.

            	
              Capital
                Adequacy

            	 	
              51

            
	 	
              5.8.

            	
              Certificate

            	 	
              51

            
	 	
              5.9.

            	
              Indemnity

            	 	
              51

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.10.

            	
              Interest
                After Default

            	 	
              52

            
	 	
              5.11.

            	
              Limitation
                on Certain Obligations of CAI Barbados

            	 	
              52

            
	 	 	 	 	 
	
              6.

            	
              COLLATERAL
                SECURITY AND GUARANTIES

            	 	
              52

            
	 	 	 	 
	 	
              6.1.

            	
              Security
                of Borrowers and Guarantors

            	 	
              52

            
	 	
              6.2.

            	
              Guaranties
                of Subsidiaries

            	 	
              53

            
	 	
              6.3.

            	
              Release
                of Collateral

            	 	
              53

            
	 	 	 	 	 
	
              7.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	 	
              53

            
	 	 	 	 
	 	
              7.1.

            	
              Corporate
                Authority

            	 	
              53

            
	 	
              7.2.

            	
              Governmental
                or Third Party Approvals

            	 	
              54

            
	 	
              7.3.

            	
              Title
                to Properties; Leases

            	 	
              54

            
	 	
              7.4.

            	
              Financial
                Statements and Projections

            	 	
              54

            
	 	
              7.5.

            	
              No
                Material Adverse Changes, etc

            	 	
              55

            
	 	
              7.6.

            	
              Franchises,
                Patents, Copyrights, etc

            	 	
              55

            
	 	
              7.7.

            	
              Litigation

            	 	
              55

            
	 	
              7.8.

            	
              No
                Materially Adverse Contracts, etc

            	 	
              55

            
	 	
              7.9.

            	
              Compliance
                with Other Instruments, Laws, etc

            	 	
              55

            
	 	
              7.10.

            	
              Tax
                Status

            	 	
              55

            
	 	
              7.11.

            	
              No
                Event of Default

            	 	
              56

            
	 	
              7.12.

            	
              Holding
                Company and Investment Company Acts

            	 	
              56

            
	 	
              7.13.

            	
              Absence
                of Financing Statements, etc

            	 	
              56

            
	 	
              7.14.

            	
              Perfection
                of Security Interest

            	 	
              56

            
	 	
              7.15.

            	
              Certain
                Transactions

            	 	
              56

            
	 	
              7.16.

            	
              Employee
                Benefit Plans

            	 	
              56

            
	 	
              7.17.

            	
              Use
                of Proceeds

            	 	
              57

            
	 	
              7.18.

            	
              Environmental
                Compliance

            	 	
              57

            
	 	
              7.19.

            	
              Subsidiaries,
                etc

            	 	
              58

            
	 	
              7.20.

            	
              Collection
                Accounts

            	 	
              58

            
	 	
              7.21.

            	
              Disclosure

            	 	
              58

            
	 	
              7.22.

            	
              Title
                and Registration of Chassis

            	 	
              59

            
	 	
              7.23.

            	
              Solvency

            	 	
              59

            
	 	
              7.24.

            	
              Insurance

            	 	
              59

            
	 	
              7.25.

            	
              Foreign
                Assets Control Regulations, Etc

            	 	
              59

            
	 	
              7.26.

            	
              Taxpayer
                Identification Number

            	 	
              59

            
	 	
              7.27.

            	
              Updates
                to Certain Schedules

            	 	
              59

            
	 	 	 	 	 
	
              8.

            	
              AFFIRMATIVE
                COVENANTS

            	 	
              60

            
	 	 	 	 
	 	
              8.1.

            	
              Punctual
                Payment

            	 	
              60

            
	 	
              8.2.

            	
              Maintenance
                of Office

            	 	
              60

            
	 	
              8.3.

            	
              Records
                and Accounts

            	 	
              60

            
	 	
              8.4.

            	
              Financial
                Statements, Certificates and Information

            	 	
              60

            
	 	
              8.5.

            	
              Notices

            	 	
              62

            
	 	
              8.6.

            	
              Legal
                Existence; Maintenance of Properties

            	 	
              63

            
	 	
              8.7.

            	
              Insurance

            	 	
              64

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.8.

            	
              Taxes

            	 	
              64

            
	 	
              8.9.

            	
              Inspection
                of Properties and Books, etc

            	 	
              64

            
	 	
              8.10.

            	
              Compliance
                with Laws, Contracts, Licenses, and Permits

            	 	
              65

            
	 	
              8.11.

            	
              Employee
                Benefit Plans

            	 	
              65

            
	 	
              8.12.

            	
              Use
                of Proceeds

            	 	
              65

            
	 	
              8.13.

            	
              Bank
                Accounts

            	 	
              65

            
	 	
              8.14.

            	
              Reserved

            	 	
              66

            
	 	
              8.15.

            	
              Title
                and Registration of Chassis; Administrative Agent’s Lien

            	 	
              66

            
	 	
              8.16.

            	
              New
                Guarantors; Collateral Security of New Guarantors

            	 	
              66

            
	 	
              8.17.

            	
              Pledge
                of Capital Stock of Foreign Subsidiaries

            	 	
              66

            
	 	
              8.18.

            	
              Intellectual
                Property; Operations Support Systems

            	 	
              67

            
	 	
              8.19.

            	
              Further
                Assurances

            	 	
              67

            
	 	 	 	 	 
	
              9.

            	
              CERTAIN
                NEGATIVE COVENANTS

            	 	
              67

            
	 	 	 	 
	 	
              9.1.

            	
              Restrictions
                on Indebtedness

            	 	
              68

            
	 	
              9.2.

            	
              Restrictions
                on Liens

            	 	
              69

            
	 	
              9.3.

            	
              Restrictions
                on Investments

            	 	
              71

            
	 	
              9.4.

            	
              Restricted
                Payments

            	 	
              72

            
	 	
              9.5.

            	
              Merger,
                Acquisitions and Consolidation; Disposition of Assets

            	 	
              72

            
	 	
              9.6.

            	
              Sale
                and Leaseback

            	 	
              73

            
	 	
              9.7.

            	
              Compliance
                with Environmental Laws

            	 	
              73

            
	 	
              9.8.

            	
              Subordinated
                Debt

            	 	
              73

            
	 	
              9.9.

            	
              Employee
                Benefit Plans

            	 	
              74

            
	 	
              9.10.

            	
              Business
                Activities

            	 	
              74

            
	 	
              9.11.

            	
              Fiscal
                Year

            	 	
              74

            
	 	
              9.12.

            	
              Transactions
                with Affiliates

            	 	
              74

            
	 	 	 	 	 
	
              10.

            	
              FINANCIAL
                COVENANTS

            	 	
              74

            
	 	 	 	 
	 	
              10.1.

            	
              Maximum
                Total Leverage Ratio

            	 	
              75

            
	 	
              10.2.

            	
              Minimum
                Fixed Charge Coverage Ratio

            	 	
              75

            
	 	 	 	 	 
	
              11.

            	
              CLOSING
                CONDITIONS

            	 	
              75

            
	 	 	 	 
	 	
              11.1.

            	
              Loan
                Documents etc

            	 	
              75

            
	 	
              11.2.

            	
              Certified
                Copies of Governing Documents

            	 	
              75

            
	 	
              11.3.

            	
              Corporate
                or Other Action

            	 	
              75

            
	 	
              11.4.

            	
              Incumbency
                Certificate

            	 	
              75

            
	 	
              11.5.

            	
              Validity
                of Liens

            	 	
              75

            
	 	
              11.6.

            	
              Asset
                List; Perfection Certificates and UCC Search Results

            	 	
              76

            
	 	
              11.7.

            	
              Certificates
                of Insurance

            	 	
              76

            
	 	
              11.8.

            	
              Borrowing
                Base Report

            	 	
              76

            
	 	
              11.9.

            	
              Financial
                Condition

            	 	
              76

            
	 	
              11.10.

            	
              Opinion
                of Counsel

            	 	
              76

            
	 	
              11.11.

            	
              Payment
                of Fees

            	 	
              76

            
	 	
              11.12.

            	
              Existing
                Credit Agreement

            	 	
              76

            
	 	
              11.13.

            	
              No
                Material Adverse Change

            	 	
              76

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              11.14.

            	
              Commercial
                Financial Examination, Etc

            	 	
              77

            
	 	 	 	 	 
	
              12.

            	
              CONDITIONS
                TO ALL BORROWINGS

            	 	
              77

            
	 	 	 	 
	 	
              12.1.

            	
              Representations
                True; No Event of Default

            	 	
              77

            
	 	
              12.2.

            	
              No
                Legal Impediment

            	 	
              77

            
	 	
              12.3.

            	
              Governmental
                Regulation

            	 	
              77

            
	 	
              12.4.

            	
              Proceedings
                and Documents

            	 	
              78

            
	 	
              12.5.

            	
              Borrowing
                Base Report

            	 	
              78

            
	 	
              12.6.

            	
              Borrowing
                Base Compliance

            	 	
              78

            
	 	 	 	 	 
	
              13.

            	
              EVENTS
                OF DEFAULT; ACCELERATION; ETC

            	 	
              78

            
	 	 	 	 
	 	
              13.1.

            	
              Events
                of Default and Acceleration

            	 	
              78

            
	 	
              13.2.

            	
              Termination
                of Commitments

            	 	
              81

            
	 	
              13.3.

            	
              Remedies

            	 	
              82

            
	 	
              13.4.

            	
              Distribution
                of Collateral Proceeds

            	 	
              82

            
	 	 	 	 	 
	
              14.

            	
              THE
                ADMINISTRATIVE AGENT

            	 	
              83

            
	 	 	 	 
	 	
              14.1.

            	
              Authorization

            	 	
              83

            
	 	
              14.2.

            	
              Employees
                and Administrative Agents

            	 	
              84

            
	 	
              14.3.

            	
              No
                Liability

            	 	
              84

            
	 	
              14.4.

            	
              No
                Representations

            	 	
              85

            
	 	
              14.5.

            	
              Payments

            	 	
              86

            
	 	
              14.6.

            	
              Holders
                of Revolving Credit Notes

            	 	
              87

            
	 	
              14.7.

            	
              Indemnity

            	 	
              87

            
	 	
              14.8.

            	
              Administrative
                Agent as Lender, etc

            	 	
              88

            
	 	
              14.9.

            	
              Resignation

            	 	
              88

            
	 	
              14.10.

            	
              Notification
                of Defaults and Events of Default

            	 	
              89

            
	 	
              14.11.

            	
              Duties
                in the Case of Enforcement

            	 	
              89

            
	 	
              14.12.

            	
              Administrative
                Agent May File Proofs of Claim

            	 	
              89

            
	 	
              14.13.

            	
              Collateral
                and Guaranty Matters

            	 	
              90

            
	 	
              14.14.

            	
              Intercreditor
                and Collateral Arrangements

            	 	
              91

            
	 	 	 	 	 
	
              15.

            	
              ASSIGNMENT
                AND PARTICIPATION

            	 	
              91

            
	 	 	 	 
	 	
              15.1.

            	
              Conditions
                to Assignment

            	 	
              91

            
	 	 	 	 	 
	
              16.

            	
              PROVISIONS
                OF GENERAL APPLICATIONS

            	 	
              94

            
	 	 	 	 
	 	
              16.1.

            	
              Setoff

            	 	
              94

            
	 	
              16.2.

            	
              Expenses

            	 	
              95

            
	 	
              16.3.

            	
              Indemnification

            	 	
              96

            
	 	
              16.4.

            	
              Treatment
                of Certain Confidential Information

            	 	
              97

            
	 	
              16.5.

            	
              Survival
                of Covenants, Etc

            	 	
              98

            
	 	
              16.6.

            	
              Notices

            	 	
              98

            
	 	
              16.7.

            	
              Governing
                Law

            	 	
              100

            
	 	
              16.8.

            	
              Headings

            	 	
              100

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              16.9.

            	
              Counterparts

            	 	
              100

            
	 	
              16.10.

            	
              Entire
                Agreement, Etc

            	 	
              101

            
	 	
              16.11.

            	
              Waiver
                of Jury Trial

            	 	
              101

            
	 	
              16.12.

            	
              Consents,
                Amendments, Waivers, Etc

            	 	
              101

            
	 	
              16.13.

            	
              Severability

            	 	
              103

            
	 	
              16.14.

            	
              USA
                PATRIOT Act Notice

            	 	
              103

            
	 	 	 	 	 
	
              17.

            	
              GUARANTY

            	 	
              103

            
	 	 	 	 
	 	
              17.1.

            	
              Guaranty

            	 	
              103

            
	 	
              17.2.

            	
              Rights
                of Lenders

            	 	
              103

            
	 	
              17.3.

            	
              Certain
                Waivers

            	 	
              104

            
	 	
              17.4.

            	
              Obligations
                Independent

            	 	
              104

            
	 	
              17.5.

            	
              Subrogation

            	 	
              104

            
	 	
              17.6.

            	
              Termination;
                Reinstatement

            	 	
              104

            
	 	
              17.7.

            	
              Subordination

            	 	
              105

            
	 	
              17.8.

            	
              Stay
                of Acceleration

            	 	
              105

            
	 	
              17.9.

            	
              Condition
                of CAI Barbados

            	 	
              105

            
	 	 	 	 	 
	
              18.

            	
              ACKNOWLEDGEMENT

            	 	
              105

            
	 	 	 	 
	
              19.

            	
              TRANSITIONAL
                ARRANGEMENTS

            	 	
              106

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              Exhibits

            	 	 
	 	 	 	 	 
	
              ExhibitA

            	 	
              Form
                of Borrowing Base Report

            	 	 
	
              ExhibitB

            	 	
              Form
                of Revolving Credit Note

            	 	 
	
              ExhibitC

            	 	
              Form
                of Loan Request

            	 	 
	
              ExhibitD

            	 	
              Form
                of Compliance Certificate

            	 	 
	
              ExhibitE

            	 	
              Assignment
                and Assumption

            	 	 
	
              ExhibitF

            	 	
              Swing
                Line Loan Notice

            	 	 
	 	 	 	 	
               

            
	 	 	 	 	 
	
               

            	 	
              Schedules

            	 	 
	 	 	 	 	 
	
              Schedule1

            	 	
              Lenders
                and Commitments

            	 	 
	
              Schedule1.1

            	 	
              Existing
                Letters of Credit

            	 	 
	
              Schedule7.3

            	 	
              Title
                to Properties; Leases

            	 	 
	
              Schedule7.7

            	 	
              Litigation

            	 	 
	
              Schedule7.15

            	 	
              Certain
                Transactions

            	 	 
	
              Schedule7.18

            	 	
              Environmental
                Compliance

            	 	 
	
              Schedule7.19(a)

            	 	
              Subsidiaries

            	 	 
	
              Schedule7.19(b)

            	 	
              Joint
                Ventures

            	 	 
	
              Schedule7.20

            	 	
              Bank
                Accounts

            	 	 
	
              Schedule7.24

            	 	
              Insurance

            	 	 
	
              Schedule9.1

            	 	
              Existing
                Indebtedness

            	 	 
	
              Schedule9.2

            	 	
              Existing
                Liens

            	 	 
	
              Schedule9.3

            	 	
              Existing
                Investments

            	 	 
	
              Schedule16.6.1

            	 	
              Certain
                Addresses for Notices

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECOND
      AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

     

     

    This
      SECOND AMENDED AND RESTATED REVOLVING CREDIT
      AGREEMENT is made as of September 25, 2007, by and among CAI
      INTERNATIONAL, INC. (“CAI”),
      a Delaware corporation and successor by merger to
      Container Applications International, Inc., a Nevada corporation, having its
      principal place of business at One Embarcadero Center Suite 2101, San Francisco,
      California 94111, CONTAINER APPLICATIONS LIMITED, a corporation
      organized under the laws of Barbados having its principal place of business
      at
      Chancery Chambers, Chancery House, High Street, Bridgetown, Barbados (“CAI
      Barbados” and, together with CAI, the “Borrowers”, and each,
      individually, a “Borrower”), the lending institutions from time to time
      listed on Schedule1 hereto (the “Lenders”), BANK OF
      AMERICA, N.A., 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 documentation agent for itself and the other Lenders
      (in such capacity, the “DocumentationAgent”), with
BANC OF AMERICA SECURITIES LLC acting as lead arranger and book
      manager.

     

     

    RECITALS

     

    WHEREAS,
      CAI, certain lenders and the Administrative Agent have entered into an Amended
      and Restated Revolving Credit and Term Loan Agreement, dated as of September
      29,
      2006 (as amended and in effect immediately prior to this Agreement, the
“ExistingCreditAgreement”);

     

    WHEREAS,
      CAI has requested that the Administrative Agent and the Lenders amend and
      restate the terms and provisions of the Existing Credit Agreement as set forth
      herein; and

     

    WHEREAS,
      subject to the terms and conditions set forth herein, the Lenders and the
      Administrative Agent party hereto have agreed to amend and restate the Existing
      Credit Agreement as hereinafter provided;

     

    NOW
      THEREFORE, the parties hereto agree that the Existing Credit Agreement
      is amended and restated in its entirety as follows:

     

    1. DEFINITIONS
      AND RULES OF INTERPRETATION.

     

    1.1.           Definitions.  The
      following terms shall have the meanings set forth in this §1 or elsewhere in the
      provisions of this Credit Agreement referred to below:

     

    Account
      Control Agreement.  An account control agreement, in form and
      substance satisfactory to the Administrative Agent, by and among (i) the
      relevant Borrower or Guarantor, (ii) the relevant financial institution
      maintaining a Collection Account on behalf of such Borrower or Guarantor, (iii)
      the Administrative Agent for the benefit of the Secured Parties and (iv) any
      other parties thereto (if any).

     

    Accounts
      Receivable.  All accounts (as defined in the Uniform Commercial
      Code) and rights of any Borrower or any of its Subsidiaries to payment for
      goods
      sold, leased or otherwise marketed in the ordinary course of business and all
      rights of any Borrower or any of its Subsidiaries to payment for services
      rendered in the ordinary course of business and all sums of money or other
      proceeds due thereon pursuant to transactions with account debtors, except
      for
      that portion of the sum of money or other proceeds due thereon that relate
      to
      sales, use or property taxes in conjunction with such transactions, recorded
      on
      books of account in accordance with GAAP.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Additional
      Lenders.  See §2.11.3.

     

    Adjustment
      Date.  The first day of the month immediately following the month
      in which a Compliance Certificate is to be delivered by the Borrowers pursuant
      to §8.4(d).

     

    Administrative
      Agent's Office.  The Administrative Agent's office located at 100
      Federal Street, Boston, Massachusetts 02110, or at such other location as the
      Administrative Agent may designate from time to time.

     

    Administrative
      Agent.  Bank of America, N.A., acting as administrative agent for
      the Lenders, and each other Person appointed as the successor Administrative
      Agent in accordance with §14.9.

     

    Administrative
      Agent's Special Counsel.  Bingham McCutchen LLP or such other
      counsel as may be approved by the Administrative Agent.

     

    Administrative
      Questionnaire. An Administrative Questionnaire in a form supplied by the
      Administrative Agent.

     

    Affiliate.  With
      respect to any Person, another Person that directly, or indirectly through
      one
      or more intermediaries, Controls or is Controlled by or is under common Control
      with the Person specified.

     

    Agent
      Parties.  See §16.5.3.

     

     

    ApplicableMargin.  For
      each period commencing on an Adjustment Date through the date immediately
      preceding the next Adjustment Date (each a "Rate Adjustment Period"), the
      Applicable Margin shall be the applicable margin set forth below with respect
      to
      the Total Leverage Ratio, as determined for the Reference Period of CAI and
      its
      Subsidiaries ending on the fiscal quarter ended immediately prior to the
      applicable Rate Adjustment Period.

     

    
      	
              Level

            	
              Total

              Leverage

              Ratio

            	
              Base
                Rate Loans

            	
              Eurodollar
                Rate Loans

            	
              Letter
                of

              Credit

              Fees

            	
              Commitment
                Fee

            
	
              I

            	
              Greater
                than or equal to 4.25:1.00

            	
              0.25%

            	
              1.50%

            	
              1.50%

            	
              0.300%

            
	
              II

            	
              Less
                than 4.25:1.00 but greater than or equal to 3.50:1.00

            	
              0.00%

            	
              1.25%

            	
              1.25%

            	
              0.250%

            
	
              III

            	
              Less
                than 3.50:1.00

            	
              0.00%

            	
              1.00%

            	
              1.00%

            	
              0.200%

            


    

     

    Notwithstanding
      the foregoing, if the Borrowers fail to deliver any Compliance Certificate
      pursuant to §8.4(d) hereof, then for the period commencing on the next
      Adjustment Date to occur (or was to have occurred) subsequent to such failure
      through the date immediately following the date on which such Compliance
      Certificate is actually delivered, the Applicable Margin shall be the highest
      Applicable Margin set forth above (i.e., Level I above).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing to the contrary, in the event either the Borrowers or the
      Administrative Agent determines, in good faith, that the calculation of the
      Total Leverage Ratio on which the Applicable Margin for any particular period
      was determined is inaccurate and, as a consequence thereof, the Applicable
      Margin was lower or higher than it would have been, (i) the Borrowers shall
      promptly (but in any event within ten (10) Business Days) deliver (after the
      Borrowers discover such inaccuracy or the Borrowers are notified by the
      Administrative Agent of such inaccuracy, as the case may be) to the
      Administrative Agent correct financial statements for such period (and if such
      financial statements are not accurately restated and delivered within thirty
      (30) days after the first discovery of such inaccuracy by the Borrowers or
      such
      notice, as the case may be, and the Applicable Margin was lower than it should
      have been, then Pricing Level I shall apply retroactively for such period until
      such time as the correct financial statements are delivered and, upon the
      delivery of such corrected financial statements, thereafter the corrected
      Pricing Level shall apply for such period), (ii) the Administrative Agent shall
      determine and notify the Borrowers of the amount of interest that would have
      been due in respect of outstanding Obligations, if any, during such period
      had
      the Applicable Margin been calculated based on the correct Total Leverage Ratio
      (or, to the extent applicable, the Level I Applicable Margin if such corrected
      financial statements were not delivered as provided herein) and (iii) the
      applicable Borrower shall promptly pay to the Administrative Agent the
      difference, if any, between that amount and the amount actually paid in respect
      of such period.  The foregoing notwithstanding shall in no way limit
      the rights of the Administrative Agent or the Lenders to exercise their rights
      to impose the rate of interest applicable during an Event of Default as provided
      herein.

     

    Applicable
      Pension Legislation.  At any time, any pension or retirement
      benefits legislation (be it national, federal, provincial, territorial or
      otherwise) then applicable to CAI or any of its Subsidiaries.

     

    Approved
      Fund. Any Fund that is administered or managed by (a) a Lender, (b) an
      Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
      administers or manages a Lender.

     

    Arranger.  Banc
      of America Securities LLC, in its capacity as lead arranger and book
      manager.

     

    Assignee
      Group. Two or more Eligible Assignees that are Affiliates of one another or
      two or more Approved Funds managed by the same investment advisor.

     

    Assignment
      and Assumption. An assignment and assumption entered into by a Lender and an
      Eligible Assignee (with the consent of any party whose consent is required
      by
§15.1.1, and accepted by the Administrative Agent, in substantially the form
      of
Exhibit E or any other form approved by the Administrative
      Agent.

     

    Auto-Extension
      Letter of Credit.  See §4.1.6.

     

    Balance
      Sheet Date.  December 31, 2006.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Bank
      of America.  Bank of America, N.A., in its individual
      capacity.

     

    Barbados
      Security Documents.  All agreements, instruments, filings,
      records, notices and documents (including any collateral and perfection
      certificates) executed or delivered pursuant to or in connection with the
      Collateral of CAI Barbados or the pledge by CAI of 66% of the Capital Stock
      of
      CAI Barbados (including, without limitation, any charge over shares, blocked
      account agreements and security or pledge agreements).

     

    Base
      Rate.  For any day a fluctuating rate per annum equal to the
      higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
      in effect for such day as publicly announced from time to time by Bank of
      America as its “prime rate”.  The “prime rate” is a rate set by Bank
      of America based upon various factors including Bank of America’s costs and
      desired return, general economic conditions and other factors, and is used
      as a
      reference point for pricing some loans, which may be priced at, above, or below
      such announced rate.  Any change in such rate announced by Bank of
      America shall take effect at the opening of business on the day specified in
      the
      public announcement of such change.

     

    Base
      Rate Loans.  Revolving Credit Loans bearing interest calculated by
      reference to the Base Rate.

     

    Borrower
      and Borrowers.  As defined in the preamble hereto.

     

    Borrower
      Materials.  See §8.4.

     

    Borrowing
      Base.  At the relevant time of reference thereto, an amount
      determined by the Administrative Agent by reference to the most recent Borrowing
      Base Report delivered to the Lenders pursuant to §8.4(f) which is
      equal to the sum of:

     

    (a)           85.00%
      of the Net Book Value of Eligible Containers of the Borrowers and the
      Guarantors; plus

     

    (b)           85.00%
      of Net Book Value of Eligible Chassis of the Borrowers and the Guarantors;
      plus

     

    (c)           90.00%
      of the Net Present Value of Direct Finance Lease Receivables of the Borrowers
      and the Guarantors (other than Direct Finance Lease Receivables arising from
      Eligible Containers which are included in clause (a) of this definition);
minus

     

    (d)           reserves
      established by the
      Administrative Agent from time to time in an amount not to exceed the aggregate
      tax, employment, wage and/or severance claims which under applicable Barbados
      law have priority over the security interest and other rights of the
      Administrative Agent in the Collateral of CAI Barbados.

     

    Borrowing
      Base Report.  A Borrowing Base Report signed by the chief
      financial officer of each of the Borrowers and in substantially the form of
      ExhibitA hereto.

     

    Business
      Day.  Any day on which banking institutions in Boston,
      Massachusetts and San Francisco, California, are open for the transaction of
      banking business and, in the case of Eurodollar Rate Loans, also a day which
      is
      a Eurodollar Business Day.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    CAI.  As
      defined in the preamble hereto.

     

    CAI
      Revolving Credit Loans.  Revolving Credit Loans made or to be made
      by the Lenders to CAI pursuant to §2.1.1.

     

    Capital
      Assets.  Fixed assets, both tangible (such as land, buildings,
      fixtures, machinery and equipment) and intangible (such as patents, copyrights,
      trademarks, franchises and good will); provided that Capital Assets shall
      not include any item customarily charged directly to expense or depreciated
      over
      a useful life of twelve (12) months or less in accordance with
      GAAP.

     

    Capital
      Expenditures.  Amounts paid or Indebtedness incurred by CAI or any
      of its Subsidiaries in connection with (i) the purchase or lease by CAI or
      any
      of its Subsidiaries of Capital Assets that would be required to be capitalized
      and shown on the balance sheet of such Person in accordance with GAAP or (ii)
      the lease of any assets by CAI or any of its Subsidiaries as lessee under any
      Synthetic Lease to the extent that such assets would have been Capital Assets
      had the Synthetic Lease been treated for accounting purposes as a Capitalized
      Lease.

     

    Capitalized
      Leases.  Leases under which CAI or any of its Subsidiaries is the
      lessee or obligor, the discounted future rental payment obligations under which
      are required to be capitalized on the balance sheet of the lessee or obligor
      in
      accordance with GAAP.

     

    Capital
      Stock.  Any and all shares, interests, participations or other
      equivalents (however designated) of capital stock of a corporation, any and
      all
      equivalent ownership interests in a Person (other than a corporation) and any
      and all warrants, rights or options to purchase any of the
      foregoing.

     

    Cash
      Collateral.  See  §4.7.

     

    Cash
      Management Agreement. Any agreement to provide cash management services,
      including treasury, depository, overdraft, credit or debit card, electronic
      funds transfer and other cash management arrangements.

     

    CERCLA.  See
      §7.18(a).

     

    Change
      in Law. The occurrence, after the date of this Credit Agreement, of any of
      the following: (a) the adoption or taking effect of any law, rule, regulation
      or
      treaty, (b) any change in any law, rule, regulation or treaty or in the
      administration, interpretation or application thereof by any Governmental
      Authority or (c) the making or issuance of any request, guideline or directive
      (whether or not having the force of law) by any Governmental
      Authority.

     

    Change
      of Control.  Means an event or series of events by
      which:

     

    (a)           any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, but excluding any employee benefit plan of
      such
      person or its subsidiaries, and any person or entity acting in its capacity
      as
      trustee, agent or other fiduciary or administrator of any such plan) other
      than
      the Equity Investors becomes the “beneficial owner” (as defined in Rules 13d-3
      and 13d-5 under the Securities Exchange Act of 1934, except that a person or
      group shall be deemed to have “beneficial ownership” of all securities that such
      person or group has the right to acquire, whether such right is exercisable
      immediately or only after the passage of time (such right, an “option
      right”)), directly or indirectly, of 30% or more of the equity securities of
      CAI entitled to vote for members of the board of directors or equivalent
      governing body of CAI on a fully-diluted basis (and taking into account all
      such
      securities that such “person” or “group” has the right to acquire pursuant to
      any option right);

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (b)           during
      any period of 24 consecutive months, a majority of the members of the board
      of
      directors or other equivalent governing body of CAI cease to be composed of
      individuals (i) who were members of that board or equivalent governing body
      on
      the first day of such period, (ii) whose election or nomination to that board
      or
      equivalent governing body was approved by individuals referred to in clause
      (i)
      above constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body, or (iii) whose election
      or
      nomination to that board or other equivalent governing body was approved by
      individuals referred to in clauses (i) and (ii) above constituting at the time
      of such election or nomination at least a majority of that board or equivalent
      governing body (excluding, in the case of both clause (ii) and clause (iii), any
      individual whose initial nomination for, or assumption of office as, a member
      of
      that board or equivalent governing body occurs as a result of an actual or
      threatened solicitation of proxies or consents for the election or removal
      of
      one or more directors by any person or group other than a solicitation for
      the
      election of one or more directors by or on behalf of the board of
      directors);

     

    (c)           any
      Person or two or more Persons acting in concert, other than one or more of
      the
      Equity Investors, shall have acquired by contract or otherwise, or shall have
      entered into a contract or arrangement that, upon consummation thereof, will
      result in its or their acquisition of the power to exercise, directly or
      indirectly, a controlling influence over the management or policies of CAI,
      or
      control over the equity securities of CAI entitled to vote for members of the
      board of directors or equivalent governing body of CAI on a fully-diluted basis
      (and taking into account all such securities that such Person or Persons have
      the right to acquire pursuant to any option right) representing 30% or more
      of
      the combined voting power of such securities;

     

    (d)           a
      “change of control” or any comparable term under any other document or
      instrument evidencing Indebtedness shall have occurred; or

     

    (e)           any
      event or series of events by which CAI shall own, directly or indirectly, less
      than one hundred percent (100%) of the Capital Stock of CAI
      Barbados.

     

    Chassis.  All
      intermodal chassis owned by the Borrowers and/or the Guarantors and employed
      by
      the Borrowers and/or the Guarantors in the conduct of its business.

     

    Closing
      Date.  The first date all the conditions precedent in §11 (other
      than the conditions described in §11.13) are satisfied or waived and any
      Revolving Credit Loans are to be made or any Letters of Credit are to be issued
      hereunder.

     

    Code.  The
      Internal Revenue Code of 1986.

     

    Collateral.  All
      of the property, rights and interests of the Borrowers and each of the
      Guarantors that are or are intended to be subject to the Liens created by the
      Security Documents.  For the avoidance of doubt, Collateral shall
      include, without limitation, all Eligible Containers, Eligible Chassis, Direct
      Finance Lease Receivables and all products and proceeds of the
      foregoing.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Collection
      Account.  Any bank account (including any deposit account or
      securities account) which is (i) established with the Administrative Agent
      as
      the depositary bank or (ii) subject to an Account Control Agreement (or such
      other agreement(s) required under applicable law required) in favor of the
      Administrative Agent for the benefit of the Secured Parties  and, in
      each case, which the Administrative Agent has a first priority perfected
      security interest in and Lien upon such bank accounts and the Collateral held
      therein.

     

    Commitment.  With
      respect to each Revolving Credit Lender, the amount set forth on
Schedule1 hereto as the amount of such Lender's commitment to make
      Revolving Credit Loans to, to participate in the issuance, extension and renewal
      of Letters of Credit for the account of, and to purchase participations in
      Swing
      Line Loans made to, the Borrowers, as the same may be increased pursuant to
      §2.10 or reduced from time to time; or if such commitment is terminated pursuant
      to the provisions hereof, zero.

     

    Commitment
      Fee.  See §2.2.

     

    Commitment
      Percentage.  With respect to each Revolving Credit Lender, the
      percentage set forth on Schedule1 hereto as such Lender's
      percentage of the aggregate Commitments of all of the Revolving Credit
      Lenders.

     

    Compliance
      Certificate.  See §8.4(d).

     

    Consolidated
      or consolidated.  With reference to any term defined herein, shall
      mean that term as applied to the accounts of CAI and its Subsidiaries,
      consolidated in accordance with GAAP.

     

    Consolidated
      EBITDA.  With respect to any fiscal period, an amount equal to the
      sum of (a) Consolidated Net Income (or Deficit) of CAI and its Subsidiaries
      for
      such fiscal period, plus (b) in each case to the extent deducted in the
      calculation of such Person's Consolidated Net Income and without duplication,
      (i) depreciation and amortization for such period, plus (ii) income tax
      expense for such period, plus (iii) Consolidated Total Interest Expense
      paid or accrued during such period, plus (iv) other noncash charges for
      such period, plus (c) principal payments received by CAI or any of its
      Subsidiaries during such period with respect to Direct Finance Leases, all
      as
      determined in accordance with GAAP.

     

    Consolidated
      EBITDAR.  With respect to any fiscal period of CAI and its
      Subsidiaries, an amount equal to the sum of (a) Consolidated EBITDA for such
      fiscal period plus (b) consolidated rental expense for such fiscal period
      as determined in accordance with GAAP (other than (i) any Rental Obligations
      incurred in a lease transaction where the obligation of CAI or its Subsidiary
      to
      pay rent thereunder is limited to a pass-through of net rental amounts received
      by CAI or its Subsidiaries from a sublessee of container equipment under such
      transaction ("net sublease rentals"), so that if there are no net sublease
      rental amounts received by CAI or its Subsidiaries from a sublessee then CAI
      or
      its Subsidiaries would have no obligation to make any rental payment under
      or in
      connection with such transaction; and (ii) the lease of the property located
      at
      One Embarcadero Center, Suite 2101, San Francisco, California 94111 (or any
      successor corporate headquarters of CAI) shall not be deemed a Rental Obligation
      hereunder).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Consolidated
      Funded Debt.  At any time of determination, with respect to CAI
      and its Subsidiaries, the sum, without duplication, of (a) the aggregate amount
      of Indebtedness of CAI and its Subsidiaries, on a consolidated basis, relating
      to (i) the borrowing of money or the obtaining of credit, including the issuance
      of notes or bonds, (ii) the deferred purchase price of assets (other than trade
      payables (including trade payables to manufacturers) incurred in the ordinary
      course of business), (iii) Capitalized Leases, (iv) Rental Obligations, and
      (v)
      the maximum drawing amount of all letters of credit outstanding plus (b)
      Indebtedness of the type referred to in clause (a) of another Person guaranteed
      by CAI or any of its Subsidiaries.

     

    Consolidated
      Net Income (or Deficit).  The consolidated net income (or deficit)
      of CAI and its Subsidiaries, after deduction of all expenses, taxes, and other
      proper charges, determined in accordance with GAAP, after eliminating
      therefrom all extraordinary items of income or loss.

     

    Consolidated
      Operating Cash Flow.  With respect to any fiscal period of CAI and
      its Subsidiaries, an amount equal to (i) Consolidated EBITDAR for such fiscal
      period minus (ii) cash income taxes paid or payable in such period,
      excluding cash income taxes with respect to CAI’s fiscal year 2006 income paid
      by CAI in the 2007 fiscal year, in an amount not exceeding $10,000,000 in the
      aggregate, all as determined in accordance with GAAP.

     

    Consolidated
      Total Debt Service.  With respect to CAI and its Subsidiaries and
      for any Reference Period, the sum, without duplication, of (a) any and all
      repayments or prepayments of principal, during such period in respect of
      Indebtedness that becomes due and payable or that are to become due and payable
      during such period pursuant to any agreement or instrument to which CAI or
      any
      of its Subsidiaries is a party relating to (i) the borrowing of money or the
      obtaining of credit, including the issuance of notes or bonds, (ii) the deferred
      purchase price of assets (other than trade payables incurred in the ordinary
      course of business), (iii) in respect of any Synthetic Leases or any Capitalized
      Leases, (iv) in respect of any reimbursement obligations in respect of letters
      of credit due and payable during such period, and (v) Indebtedness of the type
      referred to above of another Person guaranteed by CAI or any of its
      Subsidiaries, plus (b) Consolidated Total Interest Expense paid or
      payable in cash during such Reference Period, plus (c) consolidated
      rental expense for such period as determined in accordance with
      GAAP.  Demand obligations shall be deemed to be due and payable during
      any fiscal period during which such obligations are outstanding.

     

    Consolidated
      Total Interest Expense.  For any period, the aggregate amount of
      interest required to be paid or accrued by CAI or any of its Subsidiaries during
      such period on all Indebtedness of CAI or such Subsidiary outstanding during
      all
      or any part of such period, whether such interest was or is required to be
      reflected as an item of expense or capitalized, including payments consisting
      of
      interest in respect of any Capitalized Lease or any Synthetic Lease, and
      including commitment fees, agency fees, facility fees, balance deficiency fees
      and similar fees or expenses in connection with the borrowing of
      money.

     

    Containers.  The
      marine, special, tank and intermodal cargo containers either owned or leased
      by
      the Borrowers and/or the Guarantors and employed by the Borrowers and/or the
      Guarantors in the conduct of its business, including, without limitation,
      refrigerated, dry van, tank, open top and flat rack containers and refrigeration
      units and generator sets associated therewith, butexcluding any
      chassis for such containers.

     

    Control.
      The possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or
      otherwise.  “Controlling” and “Controlled” have meanings
      correlative thereto.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Conversion
      Request.  A notice given by any Borrower to the Administrative
      Agent of the applicable Borrower's election to convert or continue a Revolving
      Credit Loan in accordance with §2.7.

     

    Credit
      Agreement or Agreement.  This Second Amended and Restated
      Revolving Credit Agreement, including the Schedules and Exhibits hereto as
      the
      same may be amended, restated, supplemented or otherwise modified and in effect
      from time to time.

     

    Debtor
      Relief Laws.  The Bankruptcy Code of the United States, and all
      other liquidation, conservatorship, bankruptcy, assignment for the benefit
      of
      creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
      or similar debtor relief Laws of the United States or other applicable
      jurisdictions from time to time in effect and affecting the rights of creditors
      generally.

     

    Default.  See
      §13.1.

     

    Delinquent
      Lender.  See §14.5.3.

     

    Direct
      Finance Lease Receivables.  All accounts and rights of any
      Borrower or any Guarantor to payment in respect of Direct Finance Leases that
      are not in default and all sums of money or other proceeds due to such Borrower
      or such Guarantor pursuant to such Direct Finance Leases, except for that
      portion of the sum of money or other proceeds due thereon that relate to sales,
      use or property taxes in conjunction with such transactions, recorded on such
      Borrower's or such Guarantor’s books of account in accordance with generally
      accepted accounting principles; provided that (i) the Administrative
      Agent shall hold a valid and perfected first priority security interest under
      applicable law in all Direct Finance Lease Receivables (including all products
      and proceeds thereof) included in the Borrowing Base and/or the Domestic
      Borrowing Base and (ii) if any account debtor in respect of Direct Finance
      Lease
      Receivables is a governmental authority covered by the Federal Assignment of
      Claims Act or like federal, state or local statute or rule in respect thereof,
      the applicable Borrower or Guarantor shall inform the Administrative Agent
      and
      take such other actions as may be required by the Administrative Agent to ensure
      its valid and perfected first priority security interest in such Direct Finance
      Lease Receivables prior to including the same in the Borrowing Base or the
      Domestic Borrowing Base.

     

    Direct
      Finance Lease Rate.  With respect to any Direct Finance Lease, the
      interest rate applicable to such Direct Finance Lease.

     

    Direct
      Finance Leases.  Leases pursuant to which any Borrower or any
      Guarantor leases Containers to a lessee and (a) the terms of such lease provide
      that title to such Containers will pass to such lessee at the end of the lease
      term automatically or at the option of the lessee for no additional
      consideration or for consideration so nominal that the lessee would be
      economically compelled to exercise such option and (b) the interest component
      of
      the proceeds of such lease are booked on the applicable Borrower's or such
      Guarantor’s financial statements as "Income from Direct Finance
      Leases."

     

    Distribution.  (a)
      The declaration or payment of any dividend on or in respect of any shares of
      any
      class of Capital Stock of any Borrower or any of its Subsidiaries, other than
      dividends payable solely in shares of common stock of such Person; (b) the
      purchase, redemption, defeasance, retirement or other acquisition of any shares
      of any class of Capital Stock of any Borrower or any of its Subsidiaries,
      directly or indirectly through a Subsidiary of such Person or otherwise
      (including the setting apart of assets for a sinking or other analogous fund
      to
      be used for such purpose); (c) the return of capital by any Borrower or any
      of
      its Subsidiaries to its shareholders as such; or (d) any other distribution
      on
      or in respect of any shares of any class of Capital Stock of any Borrower or
      any
      of its Subsidiaries.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Documentation
      Agent.  See Introductory Paragraph.

     

    Dollars
      or $.  Dollars in lawful currency of the United States of
      America.

     

    Domestic
      Borrowing Base.  At the relevant time of reference thereto, an
      amount determined by the Administrative Agent by reference to the most recent
      Borrowing Base Report delivered to the Lenders pursuant to
§8.4(f) which is equal to the sum of:

     

    (e)           85.00%
      of the Net Book Value of Eligible Containers of CAI and the Guarantors;
plus

     

    (f)           85.00%
      of Net Book Value of Eligible Chassis of CAI and the Guarantors;
plus

     

    (g)           90.00%
      of the Net Present Value of Direct Finance Lease Receivables of CAI and the
      Guarantors (other than Direct Finance Lease Receivables arising from Eligible
      Containers which are included in clause (a) of this definition).

     

    Domestic
      Lending Office.  Initially, the office of each Lender designated
      as such in Schedule1 hereto; thereafter, such other office of such
      Lender, if any, located within the United States that will be making or
      maintaining Base Rate Loans.

     

    Domestic
      Subsidiary.  Any Subsidiary that is organized under the laws of
      any political subdivision of the United States.

     

    Drawdown
      Date.  The date on which any Revolving Credit Loan or Swing Line
      Loan is made or is to be made, and the date on which any Revolving Credit Loan
      is converted or continued in accordance with §2.7.

     

    Eligible
      Assignee.  (a) A Lender; (b) an Affiliate of a Lender; (c) an
      Approved Fund; and (d) any other Person (other than a natural person) approved
      by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender,
      and
      (ii) unless an Event of Default has occurred and is continuing, CAI (each such
      approval not to be unreasonably withheld or delayed); provided that
      notwithstanding the foregoing, “Eligible Assignee” shall not include any
      Borrower or any Borrower’s Affiliates or Subsidiaries or any competitor of any
      Borrower.

     

    Eligible
      Chassis.  Chassis owned by any Borrower or any Guarantor which (a)
      are subject to a first priority fully perfected security interest in favor
      of
      the Administrative Agent for the benefit of the Secured Parties (which shall
      include, with respect to any Chassis which is subject to a certificate of title
      (or other similar) statute under applicable law providing for the Lien of the
      Administrative Agent to be indicated on such certificate of title (or other
      relevant registration) as a condition of, or to result in, perfection, the
      applicable Borrower or Guarantor causing the Administrative Agent's security
      interest to be noted on such certificate and taking all other steps necessary
      or
      reasonably requested by Administrative Agent in order to provide the
      Administrative Agent with a first priority perfected security interest in such
      Collateral under applicable law), (b) are subject to no other Liens except
      Permitted Liens that are permitted pursuant to §§9.2.1(v) and (xi), (c) are in a
      serviceable condition in the normal course of business, (d) have not suffered
      an
      Event of Loss and (e) are not the subject of a finance or trade credit
      arrangement between any Borrower as obligor and a third party obligee but are
      owned by the applicable Borrower or such Guarantor outright.


    
      
        
        

      

      
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    Eligible
      Containers.  Containers owned by any Borrower or any Guarantor
      which (a) are subject to a first priority fully perfected security interest
      in
      favor of the Administrative Agent for the benefit of the Secured Parties (i)
      in
      all jurisdictions within the United States of America where filing financing
      statements in accordance with the Uniform Commercial Code is necessary to
      perfect the Administrative Agent’s security interest in such Containers and (ii)
      with respect to CAI Barbados, the taking of all steps necessary or reasonably
      requested by Administrative Agent in order to provide the Administrative Agent
      with a first priority perfected security interest in such Containers under
      applicable law, (b) are subject to no other Liens except Permitted Liens that
      are permitted pursuant to §§9.2.1(v) and (xi), (c) are in a serviceable
      condition in the normal course of business, (d) have not suffered an Event
      of
      Loss and (e) are not the subject of a finance or trade credit arrangement
      between any Borrower as obligor and a third party obligee but are owned by
      the
      applicable Borrower or such Guarantor outright.

     

    Employee
      Benefit Plan.  Any employee benefit plan within the meaning of
§3(3) of ERISA maintained or contributed to by any Borrower or any ERISA
      Affiliate, other than a Guaranteed Pension Plan or a Multiemployer
      Plan.

     

    Environmental
      Laws.  See §7.18(a).

     

    EPA.  See
      §7.18(b).

     

    Equity
      Investors.  Mr. Hiromitsu Ogawa, members of his immediate family
      and trusts established for the benefit of Mr. Hiromitsu Ogawa and members of
      his
      immediate family, and senior executives of the Borrowers.

     

    ERISA.  The
      Employee Retirement Income Security Act of 1974, as amended.

     

    ERISA
      Affiliate.  Any Person which is treated as a single employer with
      any Borrower under §414 of the Code.

     

    ERISA
      Event.  (a) An ERISA Reportable Event with respect to a Guaranteed
      Pension Plan; (b) a withdrawal by any Borrower or any ERISA Affiliate from
      a
      Guaranteed Pension Plan subject to Section 4063 of ERISA during a plan year
      in
      which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
      or a cessation of operations that is treated as such a withdrawal under Section
      4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any
      ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
      Plan is in reorganization; (d) the filing of a notice of intent to terminate,
      the treatment of an Employee Benefit Plan amendment as a termination under
      Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the
      PBGC
      to terminate a Guaranteed Pension Plan or Multiemployer Plan; (e) an event
      or
      condition which constitutes grounds under Section 4042 of ERISA for the
      termination of, or the appointment of a trustee to administer, any Guaranteed
      Pension Plan or Multiemployer Plan; or (f) the imposition of any liability
      under
      Title IV of ERISA, other than for PBGC premiums due but not delinquent under
      Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate.

     

    
      
        
        

      

      
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    ERISA
      Reportable Event.  A reportable event with respect to a Guaranteed
      Pension Plan within the meaning of §4043 of ERISA and the regulations
      promulgated thereunder as to which the requirement of notice has not been
      waived.

     

    Eurodollar
      Base Rate. See definition of Eurodollar Rate.

     

    Eurodollar
      Business Day.  Any day on which commercial banks are open for
      international business (including dealings in Dollar deposits) in London or
      such
      other eurodollar interbank market as may be selected by the Administrative
      Agent
      in its sole discretion acting in good faith.

     

    Eurodollar
      Lending Office.  Initially, the office of each Lender designated
      as such in Schedule1 hereto; thereafter, such other office of such
      Lender, if any, that shall be making or maintaining Eurodollar Rate
      Loans.

     

    Eurodollar
      Rate.  For any Interest Period with respect to a Eurodollar Rate
      Loan, a rate per annum determined by the Administrative Agent pursuant to the
      following formula:

     

    
      	
              Eurodollar
                Rate

            	
              =

            	
              Eurodollar
                Base
                Rate                               

              1.00
                – Eurodollar Reserve Percentage

            


    

     

    Where,

     

    Eurodollar
      Base Rate. For such Interest Period, the rate per annum equal to the British
      Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or
      other commercially available source providing quotations of BBA LIBOR as
      designated by the Administrative Agent from time to time) at approximately
      11:00
      a.m., London time, two Business Days prior to the commencement of such Interest
      Period, for Dollar deposits (for delivery on the first day of such Interest
      Period) with a term equivalent to such Interest Period.  If such rate
      is not available at such time for any reason, then the “Eurodollar Base Rate”
for such Interest Period shall be the rate per annum determined by the
      Administrative Agent to be the rate at which deposits in Dollars for delivery
      on
      the first day of such Interest Period in same day funds in the approximate
      amount of the Eurodollar Rate Loan being made, continued or converted by Bank
      of
      America and with a term equivalent to such Interest Period would be offered
      by
      Bank of America’s London Branch to major banks in the London interbank
      eurodollar market at their request at approximately 11:00 a.m. (London time)
      two
      Business Days prior to the commencement of such Interest Period.

     

    Eurodollar
      Reserve Percentage For any day during any Interest Period, the reserve
      percentage (expressed as a decimal, carried out to five decimal places) in
      effect on such day, whether or not applicable to any Lender, under regulations
      issued from time to time by the FRB for determining the maximum reserve
      requirement (including any emergency, supplemental or other marginal reserve
      requirement) with respect to Eurocurrency funding (currently referred to as
      “eurocurrency liabilities”).  The Eurodollar Rate for each outstanding
      Eurodollar Rate Loan shall be adjusted automatically as of the effective date
      of
      any change in the Eurodollar Reserve Percentage.

     

    
      
        
        

      

      
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    Eurodollar
      Rate Loans.  Revolving Credit Loans bearing interest calculated by
      reference to the Eurodollar Rate.

     

    Event
      of Default.  See §13.1.

     

    Event
      of Loss.  With respect to any Container or Chassis, the occurrence
      of any of the following events:

     

    (h)           total
      loss or destruction thereof;

     

    (i)           theft
      or disappearance thereof without recovery within sixty (60) days after such
      theft or disappearance becomes known to any Borrower or any
      Guarantor;

     

    (j)           damage
      rendering such Container or Chassis unfit for normal use and, in the judgment
      of
      any Borrower or any Guarantor, beyond repair at reasonable cost;
      and

     

    (k)           any
      condemnation, seizure, forced sale or other taking of title to or use of any
      such Container or Chassis.

     

    Existing
      Credit Agreement.  As defined in the Recitals hereto.

     

    Existing
      Letters of Credit.  Those letters of credit issued for the account
      of CAI under the Existing Credit Agreement and set forth on Schedule 1.1
      hereto.

     

    Federal
      Funds Rate. For any day, the rate per annum equal to the weighted average of
      the rates on overnight Federal funds transactions with members of the Federal
      Reserve System arranged by Federal funds brokers on such day, as published
      by
      the Federal Reserve Bank of New York on the Business Day next succeeding such
      day; provided that (a) if such day is not a Business Day, the Federal
      Funds Rate for such day shall be such rate on such transactions on the next
      preceding Business Day as so published on the next succeeding Business Day,
      and
      (b) if no such rate is so published on such next succeeding Business Day, the
      Federal Funds Rate for such day shall be the average rate (rounded upward,
      if
      necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
      such day on such transactions as determined by the Administrative
      Agent.

     

    Fee
      Letter.  The fee letter, dated as of August 6, 2007, among the
      Borrowers, the Administrative Agent and the Arranger, as the same may be
      amended, restated, supplemented or otherwise modified and in effect from time
      to
      time.

     

    Foreign
      Subsidiary.  Any Subsidiary other than a Domestic
      Subsidiary.

     

    Fund.  Any
      Person (other than a natural person) that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business.

     

    GAAP
      or generally accepted accounting principles.  (a) When used in
§10, whether directly or indirectly through reference to a capitalized term
      used
      therein, means (i) principles that are consistent with the principles
      promulgated or adopted by the Financial Accounting Standards Board and its
      predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
      (ii) to the extent consistent with such principles, the accounting practice
      of
      any Borrower reflected in its financial statements for the year ended on the
      Balance Sheet Date, and (b) when used in general, other than as provided above,
      means principles that are (i) consistent with the principles promulgated or
      adopted by the Financial Accounting Standards Board and its predecessors, as
      in
      effect from time to time, and (ii) consistently applied with past financial
      statements of any Borrower adopting the same principles, provided that in each
      case referred to in this definition of "GAAP" a certified public
      accountant would, insofar as the use of such accounting principles is pertinent,
      be in a position to deliver an unqualified opinion (other than a qualification
      regarding changes in GAAP) as to financial statements in which such principles
      have been properly applied.

     

    
      
        
        

      

      
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    Governing
      Documents.  With respect to any Person, its certificate or
      articles of incorporation, its by-laws and all shareholder agreements, voting
      trusts and similar arrangements applicable to any of its Capital
      Stock.

     

    Governmental
      Authority.  Any foreign, federal, state, regional, local,
      municipal or other government, or any department, commission, board, bureau,
      agency, public authority or instrumentality thereof, or any court or
      arbitrator.

     

    Guaranteed
      Obligations.  See §17.1.

     

    Guaranteed
      Pension Plan.  Any employee pension benefit plan within the
      meaning of §3(2) of ERISA maintained or contributed to by any Borrower or any
      ERISA Affiliate the benefits of which are guaranteed on termination in full
      or
      in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
      Plan.

     

    Guarantors.  Collectively,
      each of (a) CAI with respect to its Guaranty under Article XVII, (b) Sky
      Container Trading, Inc., a California corporation and (c) each direct or
      indirect Domestic Subsidiary of CAI which is required to become a Guarantor
      pursuant to §8.16 hereof.  Each Guarantor shall be a party to the
      Guaranty.

     

    Guaranty.  Collectively,
      (i) the Guaranty made by CAI under Article XVII in favor of the Secured Parties
      pursuant to which CAI guarantees to the Administrative Agent, for the benefit
      of
      the Secured Parties, the payment and performance of the Obligations of CAI
      Barbados, (ii) the Second Amended and Restated Guaranty, dated or to be dated
      as
      of the Closing Date, made by each Guarantor in favor of the Lenders and the
      Administrative Agent pursuant to which such Guarantor guarantees to the Lenders
      and the Administrative Agent the payment and performance of the Obligations
      and
      (iii) together with each other joinder and accession or guaranty delivered
      pursuant to §8.16.

     

    Hazardous
      Substances.  See §7.18(b).

     

    Honor
      Date.  See §4.2.

     

    Increase
      Effective Date.  See §2.10.4.

     

    Indemnitee.  See
      §16.3.

     

    Indebtedness.  As
      to any Person and whether recourse is secured by or is otherwise available
      against all or only a portion of the assets of such Person and whether or not
      contingent, but without duplication:

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (l)            
      every obligation of such Person for money borrowed,

     

    (m)           every
      obligation of such Person evidenced by bonds, debentures, notes or other similar
      instruments, including obligations incurred in connection with the acquisition
      of property, assets or businesses,

     

    (n)           every
      reimbursement obligation of such Person with respect to letters of credit,
      bankers' acceptances or similar facilities issued for the account of such
      Person,

     

    (o)           every
      obligation of such Person issued or assumed as the deferred purchase price
      of
      property or services (including securities repurchase agreements but excluding
      trade accounts payable or accrued liabilities arising in the ordinary course
      of
      business which are not overdue or which are being contested in good
      faith),

     

    (p)           every
      obligation of such Person under any Capitalized Lease,

     

    (q)           every
      obligation of such Person under any Synthetic Lease,

     

    (r)           
      all sales by such Person of (i) accounts or general intangibles for money due
      or
      to become due, (ii) chattel paper, instruments or documents creating or
      evidencing a right to payment of money or (iii) other receivables (collectively
      "receivables"), whether pursuant to a purchase facility or otherwise,
      other than in connection with the disposition of the business operations of
      such
      Person relating thereto or a disposition of defaulted receivables for collection
      and not as a financing arrangement, and together with any obligation of such
      Person to pay any discount, interest, fees, indemnities, penalties, recourse,
      expenses or other amounts in connection therewith,

     

    (s)           every
      obligation of such Person (an
      "equityrelatedpurchaseobligation") to purchase,
      redeem, retire or otherwise acquire for value any shares of Capital Stock issued
      by such Person or any rights measured by the value of such Capital
      Stock,

     

    (t)           
      every obligation of such Person under any forward contract, futures contract,
      swap, option or other financing agreement or arrangement (including, without
      limitation, caps, floors, collars and similar agreements), the value of which
      is
      dependent upon interest rates, currency exchange rates, commodities or other
      indices (a "derivativecontract"),

     

    (u)           every
      obligation in respect of Indebtedness of any other entity (including any
      partnership in which such Person is a general partner) to the extent that such
      Person is liable therefor as a result of such Person's ownership interest in
      or
      other relationship with such entity, except to the extent that the terms of
      such
      Indebtedness provide that such Person is not liable therefor and such terms
      are
      enforceable under applicable law,

     

    (v)           every
      obligation, contingent or otherwise, of such Person guaranteeing, or having
      the
      economic effect of guarantying or otherwise acting as surety for, any obligation
      of a type described in any of clauses (a) through (j) (the "primary
      obligation") of another Person (the "primary obligor"), in any
      manner, whether directly or indirectly, and including, without limitation,
      any
      obligation of such Person (i) to purchase or pay (or advance or supply funds
      for
      the purchase of) any security for the payment of such primary obligation, (ii)
      to purchase property, securities or services for the purpose of assuring the
      payment of such primary obligation, or (iii) to maintain working capital, equity
      capital or other financial statement condition or liquidity of the primary
      obligor so as to enable the primary obligor to pay such primary obligation,
      and

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (w)           all
      Rental Obligations of such Person;

     

    provided,
      however, that, for the avoidance of doubt, any trade payables owing to
      manufacturers incurred in the ordinary course of business that is not delinquent
      shall not be deemed Indebtedness for the purposes of this
      definition.

     

    The
      "amount" or "principal amount" of any Indebtedness at any time of
      determination represented by (i) any Indebtedness, issued at a price that is
      less than the principal amount at maturity thereof, shall be the amount of
      the
      liability in respect thereof determined in accordance with GAAP, (ii) any
      Capitalized Lease shall be the principal component of the aggregate of the
      rental obligation under such Capitalized Lease payable over the term thereof
      that is not subject to termination by the lessee, (iii) any sale of receivables
      shall be the amount of unrecovered capital or principal investment of the
      purchaser (other than any Borrower or any of its wholly-owned Subsidiaries)
      thereof, excluding amounts representative of yield or interest earned on such
      investment, (iv) any Synthetic Lease shall be the stipulated loss value,
      termination value or other equivalent amount, (v) any derivative contract shall
      be the maximum amount of any termination or loss payment required to be paid
      by
      such Person if such derivative contract were, at the time of determination,
      to
      be terminated by reason of any event of default or early termination event
      thereunder, whether or not such event of default or early termination event
      has
      in fact occurred, (vi) any equity related purchase obligation shall be the
      maximum fixed redemption or purchase price thereof inclusive of any accrued
      and
      unpaid dividends to be comprised in such redemption or purchase price, and
      (vii)
      any guaranty or other contingent liability referred to in clause (k) shall
      be an
      amount equal to the stated or determinable amount of the primary obligation
      in
      respect of which such guaranty or other contingent obligation is made or, if
      not
      stated or determinable, the maximum reasonably anticipated liability in respect
      thereof (assuming such Person is required to perform thereunder) as determined
      by such Person in good faith.

     

    Intercreditor
      Agreement.  Any intercreditor agreement, in the form and substance
      satisfactory to the Administrative Agent and the Required Lenders, by and among
      the Administrative Agent on behalf of the Secured Parties, the Borrowers (or
      certain of them), the Guarantors (or certain of them) and any other Person(s)
      party thereto.

     

    Interest
      Payment Date.  (a) As to any Base Rate Loan (including any Swing
      Line Loan), the last Business Day of the calendar quarter with
      respect to interest accrued during such calendar quarter, including, without
      limitation, the calendar quarter which includes the Drawdown Date
      of such Base Rate Loan; and (b) as to any Eurodollar Rate Loan in respect of
      which the Interest Period is (i) 3 months or less, the last Business Day of
      such
      Interest Period and (ii) more than 3 months, the date that is 3 months from
      the
      first day of such Interest Period and, in addition, the last Business Day of
      such Interest Period.

     

    Interest
      Period.  With respect to any Revolving Credit Loan, (a) initially,
      the period commencing on the Drawdown Date of such Revolving Credit Loan and
      ending on the last day of one of the periods set forth below, as selected by
      a
      Borrower in a Loan Request or as otherwise required by the terms of this Credit
      Agreement (i) for any Base Rate Loan, the last day of the calendar quarter;
      and
      (ii) for any Eurodollar Rate Loan, 1, 2, 3 or 6 months (subject to availability
      from all Lenders); and (b) thereafter, each period commencing on the last day
      of
      the next preceding Interest Period applicable to such Revolving Credit Loan
      and
      ending on the last day of one of the periods set forth above, as selected by
      the
      applicable Borrower in a Conversion Request; provided that all of the
      foregoing provisions relating to Interest Periods are subject to the
      following:

     

    
      
        
        

      

      
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    (A)           if
      any Interest Period with respect to a Eurodollar Rate Loan would otherwise
      end
      on a day that is not a Eurodollar Business Day, that Interest Period shall
      be
      extended to the next succeeding Eurodollar Business Day unless the result of
      such extension would be to carry such Interest Period into another calendar
      month, in which event such Interest Period shall end on the immediately
      preceding Eurodollar Business Day;

     

    (B)           if
      any Interest Period with respect to a Base Rate Loan would end on a day that
      is
      not a Business Day, that Interest Period shall end on the next succeeding
      Business Day;

     

    (C)           if
      any Borrower shall fail to give notice as provided in §2.7, the applicable
      Borrower shall be deemed to have requested a conversion of the affected
      Eurodollar Rate Loan to a Base Rate Loan and the continuance of all Base Rate
      Loans as Base Rate Loans on the last day of the then current Interest Period
      with respect thereto;

     

    (D)           any
      Interest Period relating to any Eurodollar Rate Loan that begins on the last
      Eurodollar Business Day of a calendar month (or on a day for which there is
      no
      numerically corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Eurodollar Business Day of a calendar month;
      and

     

    (E)           any
      Interest Period that would otherwise extend beyond the Maturity Date shall
      end
      on the Maturity Date.

     

    Interest
      Rate Protection Agreement.  Any agreement entered into between any
      Borrower and the Administrative Agent, any of its Affiliates or any of the
      Lenders providing for an interest rate swap, cap, collar, or other hedging
      mechanism with respect to interest payable on Indebtedness.

     

    Investments.  All
      expenditures made and all liabilities incurred (contingently or otherwise)
      for
      the acquisition of stock or Indebtedness of, or for loans, advances, capital
      contributions or transfers of property to, or in respect of any guaranties
      (or
      other commitments as described under Indebtedness), or obligations of, any
      Person.  In determining the aggregate amount of Investments
      outstanding at any particular time: (a) the amount of any Investment represented
      by a guaranty shall be taken at not less than the principal amount of the
      obligations guaranteed and still outstanding; (b) there shall not be included
      as
      an Investment all interest accrued with respect to Indebtedness constituting
      an
      Investment; (c) there shall be deducted in respect of each such Investment
      any
      amount received as a return of capital (but only by repurchase, redemption,
      retirement, repayment, liquidating dividend or liquidating distribution); (d)
      there shall not be deducted in respect of any Investment any amounts received
      as
      earnings on such Investment, whether as dividends, interest or otherwise, except
      that accrued interest included as provided in the foregoing clause (b) may
      be
      deducted when paid; and (e) there shall not be deducted from the aggregate
      amount of Investments any decrease in the value thereof.

     

    
      
        
        

      

      
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    IP
      Rights.  Collectively, all trademarks, service marks, trade names,
      copyrights, patents, patent rights, franchises, licenses and other intellectual
      property rights.

     

    Issuer
      Documents. With respect to any Letter of Credit, the Letter of Credit
      Application, and any other document, agreement and instrument entered into
      by
      the L/C Issuer and the Borrowers or in favor the L/C Issuer and relating to
      such
      Letter of Credit.

     

    L/C
      Advance. With respect to each Revolving Credit Lender, such Lender’s funding
      of its participation in any L/C Borrowing in accordance with its Commitment
      Percentage.

     

    L/C
      Borrowing. An extension of credit resulting from a drawing under any Letter
      of Credit which has not been reimbursed on the date when made or refinanced
      as a
      Revolving Credit Loan.

     

    L/C
      Exposure.  At any time, the sum of (a) the aggregate Maximum
      Drawing Amount of all outstanding Letters of Credit at such time plus (b) the
      aggregate amount of all Unpaid Reimbursement Obligations at such
      time.  The L/C Exposure of any Revolving Credit Lender at any time
      shall be its Commitment Percentage of the total L/C Exposure at such
      time.

     

    L/C
      Issuer.  (i) Bank of America in its capacity as issuer of Letters
      of Credit hereunder, or any successor issuer of Letters of Credit hereunder
      and
      (ii) with respect to Existing Letters of Credit, Bank of America in its capacity
      as issuer of the Existing Letters of Credit.

     

    Lender
      Affiliate.  With respect to any Lender, (i) an Affiliate of such
      Lender or (ii) any entity (whether a corporation, partnership, limited liability
      company, trust or legal entity) that is engaged in making, purchasing, holding
      or otherwise investing in bank loans and similar extensions of credit in the
      ordinary course of its business and is administered or managed by such Lender
      or
      an Affiliate of such Lender.

     

    Lenders.  Bank
      of America and the other lending institutions listed on Schedule1
      hereto as Revolving Credit Lenders and any other Person who becomes an assignee
      of any rights and obligations of a Lender pursuant to §15, and, as the context
      requires, includes the Swing Line Lender and the L/C Issuer.

     

    Letter
      of Credit.  See §4.1.1.

     

    Letter
      of Credit Application.  See §4.1.1.

     

    Letter
      of Credit Expiration Date.  The day that is seven days prior to
      the Maturity Date then in effect (or, if such day is not a Business Day, the
      next preceding Business Day).

     

    Letter
      of Credit Fee.  See §4.6.

     

    Letter
      of Credit Participation.  See §4.1.4.

     

    Letter
      of Credit Sublimit. An amount equal to $15,000,000.  The Letter of
      Credit Sublimit is part of, and not in addition to, the Total
      Commitment.

     

    Lien.  Any
      mortgage, deed of trust, security interest, pledge, hypothecation, assignment,
      attachment, deposit arrangement, encumbrance, lien (statutory, judgment or
      otherwise), charge or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever (including any conditional sale or other title
      retention agreement, any Capitalized Lease, any Synthetic Lease, any financing
      lease involving substantially the same economic effect as any of the foregoing,
      the filing of any financing statement under the Uniform Commercial Code or
      comparable law of any jurisdiction).

     

    
      
        
        

      

      
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    Loan
      Documents.  This Credit Agreement, the Revolving Credit Notes, the
      Letter of Credit Applications, the Letters of Credit, each Issuer
      Document, the Guaranty, the Fee Letter, the Security Documents, Post-Closing
      Agreement and all other documents, instruments, agreements and certificates
      now
      or hereafter in connection with any of the foregoing or the transaction
      contemplated hereby.

     

    Loan
      Parties.  The Borrowers and the Guarantors.

     

    Loan
      Request.  See §2.6.

     

    Material
      Adverse Effect.  With respect to any event or occurrence of
      whatever nature (including any adverse determination in any litigation,
      arbitration or governmental investigation or proceeding):

     

    (x)           
      a material adverse effect on the business, properties, prospects, condition
      (financial or otherwise), assets, operations or income of the Borrowers,
      individually or CAI and its Subsidiaries, taken as a whole;

     

    (y)           an
      adverse effect on the ability of any Borrower or any of its Subsidiaries,
      individually and/or taken as a whole, to perform any of their respective
      Obligations under any of the Loan Documents to which it is a party;
      or

     

    (z)           
      any impairment of the validity, binding effect or enforceability of this Credit
      Agreement or any of the other Loan Documents, any impairment of the rights,
      remedies or benefits available to the Administrative Agent or any Lender under
      any Loan Document or any impairment of the attachment, perfection or priority
      of
      any Lien of the Administrative Agent under the Security Documents.

     

    Material
      Subsidiary.  A Subsidiary of CAI which (x) owns assets in excess
      of 2.50% of the book value of the total assets of CAI and its Subsidiaries
      or
      (y) has revenues in excess of 2.50% of the total revenues of CAI and its
      Subsidiaries.

     

    Maturity
      Date.  September 25, 2012.

     

    Maximum
      Drawing Amount.  The maximum aggregate amount that the
      beneficiaries may at any time draw under outstanding Letters of Credit, as
      such
      aggregate amount may be reduced or increased from time to time pursuant to
      the
      terms of the Letters of Credit.

     

    Moody’s.  Moody’s
      Investors Services, Inc.

     

    Multiemployer
      Plan.  Any multiemployer plan within the meaning of §3(37) of
      ERISA maintained or contributed to by the Borrowers or any ERISA
      Affiliate.

     

    
      
        
        

      

      
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    Net
      Book Value. 

     

    (aa)          With
      respect to any Containers owned by any Borrower or Guarantor which are standard
      dry cargo Containers and which were acquired on or after October 1, 2006, the
      Original Cost to the applicable Borrower or Guarantor of such Containers
      adjusted to reflect depreciation over twelve and a half years on a straight
      line
      basis, to residuals of $850 for a 20-foot standard dry cargo Container, $950
      for
      a 40-foot standard dry cargo Container and $1,000 for a 40-foot standard
“high-cube” dry cargo Container.

     

    (bb)          With
      respect to any Containers owned by any Borrower or Guarantor which are
      non-standard Containers, the Original Cost to such Person of such Containers
      adjusted to reflect depreciation over fifteen years on a straight line basis
      to
      a residual of 15% of the Original Cost of such Containers.

     

    (cc)          With
      respect to any Containers owned by any Borrower or Guarantor which are standard
      dry cargo Containers and which were acquired on or before September 30,
      2006,

     

    (i)           
      with respect to the period from the date of purchase through and including
      September 30, 2006, depreciation shall be calculated on a straight-line basis
      over an assumed twelve and a half year life to residuals of $645 for a 20-foot
      standard dry cargo Container, $795 for a 40-foot standard dry cargo Container
      and $805 for a 40-foot standard “high-cube” dry cargo Container,
      and

     

    (ii)           with
      respect to the period from and after October 1, 2006, the remaining net book
      value of the Containers (as of October 1, 2006) shall be depreciated over their
      Remaining Book Life to residuals of $850 for a 20-foot standard dry cargo
      Container, $950 for a 40-foot standard dry cargo Container and $1000 for a
      40-foot standard “high-cube” dry cargo Container, provided that if a Container
      has been depreciated to below any of the foregoing residual values in the period
      ending September 30, 2006, there shall be no further depreciation during the
      period ending at the end of the container's Remaining Book Life.”

     

    (dd)          With
      respect to any Chassis owned by any Borrower or Guarantor, depreciation shall
      be
      calculated on a straight-line basis over an assumed twenty (20) year life to
      a
      residual of ten percent (10%)of the Original Cost of such Chassis.

     

    Net
      Present Value.  At the relevant time of reference thereto, and as
      the context may require, the discounted present value of Direct Finance Lease
      Receivables, discounted at the Direct Finance Lease Rate per annum of the
      remaining term of the applicable Direct Finance Lease.

     

    Non-Extension
      Notice Date.  See §4.1.6.

     

    Obligations.  All
      indebtedness, obligations and liabilities of any of the Borrowers and its
      Subsidiaries to any of the Lenders, the Swing Line Lender, the L/C Issuer and
      the Administrative Agent, individually or collectively, existing on the date
      of
      this Credit Agreement or arising thereafter, direct or indirect, joint or
      several, absolute or contingent, matured or unmatured, liquidated or
      unliquidated, secured or unsecured, arising by contract, operation of law or
      otherwise, arising or incurred under this Credit Agreement or any of the other
      Loan Documents or any Interest Rate Protection Agreement, any Swap Contract
      or
      any Cash Management Agreement entered into with any Lender or the Administrative
      Agent (or Affiliates thereof) or any of the Revolving Credit Loans or Swing
      Line
      Loans made or Reimbursement Obligations incurred or any of the Revolving Credit
      Notes, Letter of Credit Applications, Letters of Credit or other instruments
      at
      any time evidencing any of the foregoing.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Original
      Cost.  With respect to any Container or Chassis, the purchase
      price therefor expressed in Dollars, as determined in accordance with GAAP,
      consistently applied.

     

    outstanding
      or Outstanding.  With respect to the Revolving Credit Loans or
      Swing Line Loans, the aggregate unpaid principal thereof as of any date of
      determination.

     

    Participant.
      See §15.1.4.

     

    PBGC.  The
      Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor
      entity or entities having similar responsibilities.

     

    PCAOB.  The
      Public Company Accounting Oversight Board.

     

    Perfection
      Certificate.  The Perfection Certificate as defined in the
      Security Agreement.

     

    Permitted
      Acquisitions.  Any acquisition by CAI or a Guarantor, whether by
      purchase, merger or otherwise, of all or substantially all of the assets of,
      the
      Capital Stock of, or a business line or unit or a division of, any
      Person; provided that:

     

    (i)            
      immediately prior to, and after giving effect thereto, no Default or Event
      of
      Default shall have occurred and be continuing or would result
      therefrom;

     

    (ii)           all
      transactions in connection therewith shall be consummated, in all material
      respects, in accordance with all applicable laws and in conformity with all
      applicable approvals of Governmental Authorities;

     

    (iii)           such
      acquisition shall be consensual and shall have been approved by the board of
      directors of such Person;

     

    (iv)           in
      the case of the acquisition of Capital Stock, the issuer of such Capital Stock
      shall become a Subsidiary of CAI immediately after consummation of the
      applicable transaction, and CAI shall have taken, or caused to be taken, as
      of
      the date such Person becomes a Subsidiary (or as of such later date as the
      Administrative Agent shall consent), the actions required to be taken, if any,
      under §8.16 or CAI shall include a certification in the certificate referenced
      in clause (vii) below that such new Subsidiary does not need to become a
      Guarantor in order to maintain compliance with §8.16;

     

    (v)           on
      a pro forma basis after giving effect to such acquisition, the Borrowers are
      in
      compliance with the financial covenants contained in §10 for the period
      immediately prior to the making of such acquisition and during the twelve (12)
      month period immediately following the making of such acquisition;

     

    (vi)           any
      Person or assets or division as acquired in accordance herewith shall be in
      the
      same business or lines of business in which the Borrowers and their Subsidiaries
      are engaged as of the Closing Date, including transactions relating to the
      lease
      of Containers and Chassis and activities related thereto; and

     

    
      
        
        

      

      
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    (vii)          CAI
      shall have delivered to Administrative Agent a certificate, in form and
      substance reasonably satisfactory to it, from the Responsible Officer of CAI
      certifying that the conditions set forth in clauses (i) through (vi) above
      are
      satisfied (which certificate shall attach supporting projections, information
      and calculations with respect to the requirements set forth in clause (v) above
      (all based on fair and reasonable projections of the financial performance
      of
      CAI and its Subsidiaries)).

     

    Permitted
      Liens.  Liens permitted by §9.2.

     

    Person.  Any
      individual, corporation, limited liability company, limited liability
      partnership, trust, other unincorporated association, business, or other legal
      entity, and any Governmental Authority.

     

    Platform.  See
      §8.4.

     

    Post-Closing
      Agreement - the Post-Closing Agreement dated as of Closing
      Date, among the Borrowers and the Administrative Agent with respect to certain
      documents and actions to be delivered or taken after the Closing Date, as
      amended, restated, supplemented or otherwise modified from time to
      time.

     

    RCRA.  See
      §7.18(a).

     

    Real
      Estate.  All real property at any time owned or leased (as lessee
      or sublessee) by CAI or any of its Subsidiaries.

     

    Reference
      Period.  As of any date of determination, the period of four (4)
      consecutive fiscal quarters of the Borrowers and their Subsidiaries ending
      on
      such date, or if such date is not a fiscal quarter end date, the period of
      four
      (4) consecutive fiscal quarters most recently ended (in each case treated as
      a
      single accounting period).

     

    Register.  See
      §15.1.3.

     

    Reimbursement
      Obligation.  Each Borrower’s obligation to reimburse the
      Administrative Agent and the relevant Lenders on account of any drawing under
      any Letter of Credit as provided in §4.2.

     

    Related
      Parties. With respect to any Person, such Person’s Affiliates and the
      partners, directors, officers, employees, agents and advisors of such Person
      and
      of such Person’s Affiliates.

     

    Remaining
      Book Life.  With respect to any Container owned by any Borrower or
      Guarantor as of a particular date shall mean the remainder obtained by
      subtracting:  (i) the number of years (including partial years) since
      the Container was purchased, from (ii) twelve and one-half (12.5)
      years.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Rental
      Obligations.  All present or future obligations of CAI or any of
      its Subsidiaries under any rental agreements or leases of real or personal
      property, other than (a) obligations that can be terminated by the giving of
      notice without liability to CAI or such Subsidiary in excess of the liability
      for rent due as of the date on which such notice is given and under which no
      penalty or premium is paid as a result of any such termination, (b) obligations
      under rental agreements relating to equipment other than Containers or Chassis
      having an aggregate value of less than $5,000,000 for all such agreements,
      and
      (c) obligations in respect of any Capitalized Leases.  For purposes of
      this Credit Agreement, the aggregate amount of Rental Obligations of CAI and
      its
      Subsidiaries shall, as at any date of determination, be an amount equal to
      the
      net present value, calculated at a discount rate of nine percent (9.00%) per
      annum, of the future Rental Obligations of such Person; provided,
however, that (i) any Rental Obligations incurred in a lease transaction
      where the obligation of CAI or its Subsidiary to pay rent thereunder is limited
      to a pass-through of net rental amounts received by CAI or its Subsidiaries
      from
      a sublessee of container equipment under such transaction ("net sublease
      rentals"), so that if there are no net sublease rental amounts received by
      CAI
      or its Subsidiaries from a sublessee then CAI or its Subsidiaries would have
      no
      obligation to make any rental payment under or in connection with such
      transaction, shall not constitute a Rental Obligation hereunder; and (ii) the
      lease of the property located at One Embarcadero Center, Suite 2101, San
      Francisco, California 94111 (or any successor corporate headquarters of CAI)
      shall not be deemed a Rental Obligation hereunder.

     

    Required
      Lenders.  As of any date, the Lenders holding Revolving Credit
      Exposures and unused Commitments representing more than fifty percent (50%)
      of
      the sum of the total Revolving Credit Exposures and unused Commitments, in
      each
      case, at such time; provided that the Commitment of, the portion of the
      Revolving Exposures held or deemed held by, any Delinquent Lender shall be
      excluded for purposes of making a determination of Required
      Lenders.

     

    Responsible
      Officer. The chief executive officer, president or chief financial officer
      of any Borrower.  Any document delivered hereunder that is signed by a
      Responsible Officer of any Borrower shall be conclusively presumed to have
      been
      authorized by all necessary corporate, partnership and/or other action on the
      part of the applicable Borrower and such Responsible Officer shall be
      conclusively presumed to have acted on behalf of the applicable
      Borrower.

     

    Restricted
      Payment.  In relation to CAI and its Subsidiaries, any (a)
      Distribution or (b) payment or prepayment by CAI or its Subsidiaries to (i)
      CAI’s or any Subsidiary’s shareholders (or other equity holders), in each case,
      other than to a Borrower, or (ii) any Affiliate of a Borrower or any Subsidiary
      or any Affiliate of such Borrower's or such Subsidiary's shareholders (or other
      equity holders), in each case, other than to a Borrower.

     

    Revolving
      Credit Exposure.  With respect to any Revolving Credit Lender at
      any time, the sum of the outstanding principal amount of such Revolving Credit
      Lender’s Revolving Credit Loans and its L/C Exposure and Swing Line Exposure at
      such time.

     

    Revolving
      Credit Lender.  Each Lender with a Commitment or, following
      termination of the Commitments, which has Revolving Credit Loans outstanding
      or
      participations in an outstanding Letter of Credit or Swing Line Loan and any
      other Person who becomes an assignee of rights and obligations of a Revolving
      Credit Lender.

     

    Revolving
      Credit Loans.  Revolving credit loans made or to be made by the
      Revolving Credit Lenders to the Borrowers pursuant to §2.

     

    Revolving
      Credit Note Record.  The grid attached to a Revolving Credit Note,
      or the continuation of such grid, or any other similar record, including
      computer records, maintained by any Lender with respect to any Revolving Credit
      Loan referred to in such Revolving Credit Note.

     

    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

     

    Revolving
      Credit Notes.  See §2.4.

     

    SARA.  See
      §7.18(a).

     

    Secured
      Parties.  Collectively, the Administrative Agent, the Lenders, the
      Swing Line Lender, any other holder from time to time of Obligations, each
      co-agent or sub-agent appointed by the Administrative Agent from time to time
      pursuant to §14, and the other Persons the Obligations owing to which are or are
      purported to be secured by the Collateral under the terms of the Collateral
      Documents.

     

    Securities
      Laws. The Securities Act of 1933, the Securities Exchange Act of 1934,
      Sarbanes-Oxley and the applicable accounting and auditing principles, rules,
      standards and practices promulgated, approved or incorporated by the SEC or
      the
      PCAOB.

     

    Security
      Agreement.  The Second Amended and Restated Security Agreement,
      dated or to be dated as of the Closing Date, between the Borrowers, each
      Guarantor and the Administrative Agent, and in form and substance satisfactory
      to the Lenders and the Administrative Agent, as the same may be amended,
      restated, supplemented or otherwise modified and in effect from time to
      time.

     

    Security
      Documents.  The Security Agreement, the Stock Pledge Agreement,
      the Use and Access Agreement, the Barbados Security Documents, all Account
      Control Agreements and all other agreements, instruments, filings, records
      and
      documents, including without limitation, Uniform Commercial Code financing
      statements (or the equivalent thereof in any applicable foreign jurisdiction)
      and the Perfection Certificates, required to be executed or delivered pursuant
      to (a) any Loan Document or (b) §§8.13, 8.15, 8.16 or 8.17.

     

    S&P.  Standard
      & Poor's Ratings Group.

     

    Solvent.  With
      respect to any Person on a particular date, that on such date (a) the fair
      value
      of the assets of such Person is greater than the total amount of liabilities,
      including, without limitation, contingent liabilities, of such Person, (b)
      the
      present fair saleable value of the assets of such Person is not less than the
      amount that will be required to pay the probable liability of such Person on
      its
      debts as they become absolute and matured, (c) such Person is able to realize
      upon its assets and pay its debts and other liabilities, contingent obligations
      and other commitments as they mature in the normal course of business, (d)
      such
      Person does not intend to, and does not believe that it will, incur debts or
      liabilities beyond such Person's ability to pay as such debts and liabilities
      mature, and (e) such Person is not engaged in business or a transaction, and
      is
      not about to engage in business or a transaction, for which such Person's
      property would constitute unreasonably small capital after giving due
      consideration to the prevailing practice in the industry in which such Person
      is
      engaged.  In computing the amount of contingent liabilities at any
      time, it is intended that such liabilities will be computed at the amount which,
      in light of all the facts and circumstances existing at such time, represents
      the amount that can reasonably be expected to become an actual or matured
      liability.

     

    Staff
      Loan Program.  A program administered by CAI pursuant to which CAI
      makes loans to employees; provided, that the aggregate principal amount
      of loans outstanding at any time under such program shall not exceed $1,500,000,
      and that no more than an aggregate of $100,000 of which may be
      unsecured.

     

    
      
        
        

      

      
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    Stock
      Pledge Agreement.  The Second Amended and Restated Stock Pledge
      Agreement, dated or to be dated as of the Closing Date,
      between the Borrowers, certain Guarantors and the Administrative
      Agent, and in form and substance satisfactory to the Lenders and the
      Administrative Agent as the same may be amended, restated, supplemented and
      otherwise modified and in effect from time to time.

     

    Subordinated
      Debt.  Indebtedness of the Borrowers or any of their Subsidiaries
      that is expressly subordinated and made junior to the payment and performance
      in
      full of the Obligations, and evidenced as such by a written instrument
      containing subordination provisions in form and substance approved by the
      Administrative Agent and the Lenders in writing.

     

    Subordinated
      Documents.  All documents, instruments and other agreements
      entered into in connection with Subordinated Debt, in each case, in form and
      substance reasonably satisfactory to the Administrative Agent.

     

    Subsidiary.  Any
      corporation, association, trust, or other business entity of which the
      designated parent shall at any time own directly or indirectly through a
      Subsidiary or Subsidiaries at least a majority (by number of votes) of the
      outstanding Voting Stock.

     

    Swap
      Contract.  (a) Any and all rate swap transactions, basis swaps,
      credit derivative transactions, forward rate transactions, commodity swaps,
      commodity options, forward commodity contracts, equity or equity index swaps
      or
      options, bond or bond price or bond index swaps or options or forward bond
      or
      forward bond price or forward bond index transactions, interest rate options,
      forward foreign exchange transactions, cap transactions, floor transactions,
      collar transactions, currency swap transactions, cross-currency rate swap
      transactions, currency options, spot contracts, or any other similar
      transactions or any combination of any of the foregoing (including any options
      to enter into any of the foregoing), whether or not any such transaction is
      governed by or subject to any master agreement and (b) any and all transactions
      of any kind, and the related confirmations, which are subject to the terms
      and
      conditions of, or governed by, any form of master agreement published by the
      International Swaps and Derivatives Association, Inc., any International Foreign
      Exchange Master Agreement, or any other master agreement (any such master
      agreement, together with any related schedules, a “Master Agreement”), including
      any such obligations or liabilities under any Master Agreement.

     

    Swing
      Line. The revolving credit facility made available by the Swing Line Lender
      pursuant to §2.10.

     

    Swing
      Line Borrowing. A borrowing of a Swing Line Loan pursuant to
§2.10.

     

    Swing
      Line Exposure.  At any time, the aggregate principal amount of all
      Swing Line Loans outstanding at such time.  The Swing Line Exposure of
      any Revolving Lender at any time shall be its Commitment Percentage of the
      total
      Swing Line Exposure at such time.

     

    Swing
      Line Lender.  Bank of America in its capacity as provider of Swing
      Line Loans, or any successor swing line lender hereunder.

     

    Swing
      Line Loan. See §2.10.1.

     

    
      
        
        

      

      
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    Swing
      Line Loan Notice. A notice of a Swing Line Borrowing pursuant to §2.10.2,
      which, if in writing, shall be substantially in the form of Exhibit
      F.

     

    Swing
      Line Sublimit. An amount equal to $10,000,000.  The Swing Line
      Sublimit is part of, and not in addition to, the Total Commitment.

     

    Syndication
      Agent.  See Introductory Paragraph.

     

    Synthetic
      Lease.  Any lease of goods or other property, whether real or
      personal, which is treated as an operating lease under GAAP and as a loan or
      financing for U.S. income tax purposes.

     

    Total
      Commitment.  The sum of the Commitments of the Lenders, as in
      effect from time to time.  The Total Commitment on the Closing Date is
      $200,000,000.

     

    Total
      Leverage Ratio.  As at any date of determination, the ratio of (a)
      Consolidated Funded Debt as at such date to (b) Consolidated EBITDAR for the
      Reference Period most recently ended; provided that in the event any
      Permitted Acquisition shall have been completed during such Reference Period,
      the Total Leverage Ratio shall be computed giving proforma effect
      to such Permitted Acquisition as if it had been completed at the beginning
      of
      such Reference Period, using the actual results (as approved by the
      Administrative Agent) of the Person, assets or business unit being so
      acquired.

     

    Type.  As
      to any Revolving Credit Loan, its nature as a Base Rate Loan or a Eurodollar
      Rate Loan.

     

    Unpaid
      Reimbursement Obligation.  Any Reimbursement Obligation for which
      the Borrowers do not reimburse the Administrative Agent and the Lenders on
      the
      date specified in, and in accordance with, §4.2.

     

    Use
      and Access Agreement.  The Use and Access Agreement, dated or to
      be dated as of the Closing Date, between the Borrowers, each Guarantor party
      thereto and the Administrative Agent, and in form and substance satisfactory
      to
      the Lenders and the Administrative Agent, as the same may be amended, restated,
      supplemented or otherwise modified and in effect from time to time.

     

    Voting
      Stock.  Stock or similar interests, of any class or classes
      (however designated), the holders of which are at the time entitled, as such
      holders, to vote for the election of a majority of the directors (or persons
      performing similar functions) of the corporation, association, trust or other
      business entity involved, whether or not the right so to vote exists by reason
      of the happening of a contingency.

     

    Rules
      of Interpretation.

     

    (ee)          A
      reference to any document or agreement shall include such document or agreement
      as amended, modified or supplemented from time to time in accordance with its
      terms and the terms of this Credit Agreement.

     

    (ff)           The
      singular includes the plural and the plural includes the singular.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    (gg)          A
      reference to any law includes any amendment or modification to such
      law.

     

    (hh)          A
      reference to any Person includes its permitted successors and permitted
      assigns.

     

    (ii)           
      Accounting terms not otherwise defined herein have the meanings assigned to
      them
      by GAAP applied on a consistent basis by the accounting entity to which they
      refer.

     

    (jj)           The
      words "include", "includes" and "including" are not limiting.

     

    (kk)          All
      terms not specifically defined herein or by GAAP, which terms are defined in
      the
      Uniform Commercial Code as in effect in the State of New York, have the meanings
      assigned to them therein, with the term "instrument" being that defined
      under Article 9 of the Uniform Commercial Code.

     

    (ll)           
      Reference to a particular "§" refers to that section of this Credit Agreement
      unless otherwise indicated.

     

    (mm)        The
      words "herein", "hereof", "hereunder" and words of like import shall refer
      to
      this Credit Agreement as a whole and not to any particular section or
      subdivision of this Credit Agreement.

     

    (nn)          Unless
      otherwise expressly indicated, in the computation of periods of time from a
      specified date to a later specified date, the word "from" means "from and
      including," the words "to" and "until" each mean "to but excluding," and the
      word "through" means "to and including."

     

    (oo)          This
      Credit Agreement and the other Loan Documents are the result of negotiation
      among, and have been reviewed by counsel to, among others, the Administrative
      Agent and the Borrowers and are the product of discussions and negotiations
      among all parties.  Accordingly, this Credit Agreement and the other
      Loan Documents are not intended to be construed against the Administrative
      Agent
      or any of the Lenders merely on account of the Administrative Agent's or any
      Lender's involvement in the preparation of such documents.

     

    (pp)          Unless
      otherwise specified herein, the amount of a Letter of Credit at any time shall
      be deemed to be the stated amount of such Letter of Credit in effect at such
      time; provided, however, that with respect to any Letter of Credit
      that, by its terms or the terms of any Issuer Document related thereto, provides
      for one or more automatic increases in the stated amount thereof, the amount
      of
      such Letter of Credit shall be deemed to be the maximum stated amount of such
      Letter of Credit after giving effect to all such increases, whether or not
      such
      maximum stated amount is in effect at such time.  For all purposes of
      this Agreement, if on any date of determination a Letter of Credit has expired
      by its terms but any amount may still be drawn thereunder by reason of the
      operation of Rule 3.14 of the “International Standby Practices 1998” (ISP)
      published by the Institute of International Banking Law & Practice (or such
      later version thereof as may be in effect at the time of issuance), such Letter
      of Credit shall be deemed to be “outstanding” in the amount so remaining
      available to be drawn.

     

    
      
        
        

      

      
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    2. THE
      SENIOR CREDIT FACILITY.

     

    2.1.          Commitment
      to Lend.

     

    2.1.1. Revolving
      Credit Loans.  Subject to the terms and
      conditions set forth in this Credit Agreement, each of the Revolving Credit
      Lenders severally agrees to lend to the Borrowers and any Borrower may borrow,
      repay, and reborrow from time to time from the Closing Date until the Maturity
      Date upon notice by the applicable Borrower to the Administrative Agent given
      in
      accordance with §2.6, such sums denominated in Dollars as are requested by the
      applicable Borrowers up to a maximum aggregate amount outstanding (after giving
      effect to all amounts requested) at any one time equal to such Revolving Credit
      Lender's Commitment minus such Revolving Credit Lender's Commitment
      Percentage of (i) the sum of the Maximum Drawing Amount and all Unpaid
      Reimbursement Obligations plus (ii) the outstanding amount of Swing Line
      Loans, provided that (i) the sum of the outstanding amount of the
      Revolving Credit Loans (after giving effect to all amounts requested)
plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations
      plus the outstanding amount of Swing Line Loans shall not at any time
      exceed the lesser of (A) the Total Commitment at such time and (B) the Borrowing
      Base at such time and (ii) the sum of the outstanding amount of the CAI
      Revolving Credit Loans (after giving effect to all amounts requested)
plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations
      in respect of Letters of Credit issued for the account of CAI, plus the
      outstanding amount of Swing Line Loans made to CAI shall not at any time exceed
      the lesser of (A) the Total Commitment at such time and (B) the Domestic
      Borrowing Base at such time.  The Revolving Credit Loans shall be made
prorata in accordance with each Revolving Credit Lender's
      Commitment Percentage.  Each request for a Revolving Credit Loan
      hereunder shall constitute a representation and warranty by the Borrowers that
      the conditions set forth above and in §11 and §12, in the case of the initial
      Revolving Credit Loans to be made on the Closing Date, and §12, in the case of
      all other Revolving Credit Loans, have been satisfied on the date of such
      request.  The Revolving Credit Loans advanced on the Closing Date
      shall be made by the Revolving Credit Lenders as Base Rate Loans, subject to
      conversion after the Closing Date in accordance with §2.7.

     

    2.2.          Commitment
      Fee.  The Borrowers agree to pay to the
      Administrative Agent for the accounts of the Revolving Credit Lenders in
      accordance with their respective Commitment Percentages a commitment fee (the
      "CommitmentFee") calculated at the rate per annum of the
      Applicable Margin with respect to the Commitment Fee as in effect from time
      to
      time on the actual daily amount during each calendar quarter or portion thereof
      from the Closing Date to the Maturity Date by which the Total
      Commitment minus the sum of the Maximum Drawing Amount and all Unpaid
      Reimbursement Obligations exceeds the outstanding amount of Revolving Credit
      Loans (excluding Swing Line Loans) during such calendar quarter.  The
      Commitment Fee shall be payable quarterly in arrears on the last Business Day
      of
      each calendar quarter for such calendar quarter commencing on the first such
      date following the Closing Date, with a final payment on the Maturity Date
      or
      any earlier date on which the Commitments shall terminate.

     

    2.3.          Reduction
      of Total Commitment.  The Borrowers
      shall have the right at any time and from time to time upon five (5) Business
      Days prior written notice to the Administrative Agent to reduce by $500,000
      or
      an integral multiple thereof or to terminate entirely the Total Commitment,
      whereupon the Commitments of the Revolving Credit Lenders shall be reduced
      prorata in accordance with their respective Commitment Percentages
      of the amount specified in such notice or, as the case may be,
      terminated.  Promptly after receiving any notice of the Borrowers
      delivered pursuant to this §2.3, the Administrative Agent will notify the
      Revolving Credit Lenders of the substance thereof.  Upon the effective
      date of any such reduction or termination, the applicable Borrower shall pay
      to
      the Administrative Agent for the respective accounts of the Revolving Credit
      Lenders the full amount of any Commitment Fee then accrued on the amount of
      the
      reduction.  No reduction or termination of the Commitments may be
      reinstated.  If, after giving effect to any reduction of the Total
      Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds
      the amount of the Total Commitments, such Letter of Credit Sublimit or Swingline
      Sublimit, as applicable, shall be automatically reduced by the amount of such
      excess.

     

    
      
        
        

      

      
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    2.4.          Evidence
      of Debt.(1)  The Revolving
      Credit Loans made by each Lender shall be evidenced by one or more accounts
      or
      records maintained by such Lender and by the Administrative Agent in the
      ordinary course of business.  The accounts or records maintained by
      the Administrative Agent and each Lender shall be conclusive absent manifest
      error of the amount of the Revolving Credit Loans made by the Lenders to each
      Borrower and the interest and payments thereon.  Any failure to so
      record or any error in doing so shall not, however, limit or otherwise affect
      the obligation of each Borrower hereunder to pay any amount owing with respect
      to the Obligations.  In the event of any conflict between the accounts
      and records maintained by any Lender and the accounts and records of the
      Administrative Agent in respect of such matters, the accounts and records of
      the
      Administrative Agent shall control in the absence of manifest
      error.  Upon the request of any Lender made through the Administrative
      Agent, the Borrowers shall execute and deliver to such Lender (through the
      Administrative Agent) a promissory note of the Borrowers in substantially the
      form of ExhibitB hereto (each a "Revolving
      CreditNote"), which shall evidence such Lender’s Revolving Credit
      Loans in addition to such accounts or records.  Each Lender may attach
      schedules to its Revolving Credit Note(s) and endorse thereon the date, amount,
      interest rate and maturity of such Lender’s Revolving Credit Loans and payments
      with respect thereto.

     

    (b)           In
      addition to the accounts and records referred to in subsection (a) above, each
      Lender and the Administrative Agent shall maintain in accordance with its usual
      practice accounts or records evidencing the purchases and sales by such Lender
      of participations in Letters of Credit and Swing Line Loans.  In the
      event of any conflict between the accounts and records maintained by the
      Administrative Agent and the accounts and records of any Lender in respect
      of
      such matters, the accounts and records of the Administrative Agent shall control
      in the absence of manifest error.

     

    2.5.          Interest.  Except
      as otherwise provided in §5.10,

     

    (a)           Each
      Revolving Credit Loan which is a Base Rate Loan shall bear interest for the
      period commencing with the Drawdown Date thereof and ending on the last day
      of
      the Interest Period with respect thereto at the rate per annum equal to the
      Base
      Rate plus the Applicable Margin with respect to Base Rate Loans as in
      effect from time to time; provided, however, in the event that the
      interest rate per annum applicable to Base Rate Loans is less than the
      Eurodollar Rate then applicable for an Interest Period of one month plus
      the Applicable Margin with respect to Eurodollar Rate Loans in effect at such
      time, each Revolving Credit Loan which is a Base Rate Loan shall bear interest
      at the rate per annum equal to the Eurodollar Rate then applicable for an
      Interest Period of one month plus the Applicable Margin with respect to
      Eurodollar Rate Loans in effect at such time.

     

    
      
        
        

      

      
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    (b)           Each
      Revolving Credit Loan which is a Eurodollar Rate Loan shall bear interest for
      the period commencing with the Drawdown Date thereof and ending on the last
      day
      of the Interest Period with respect thereto at the rate per annum equal to
      the
      Eurodollar Rate determined for such Interest Period plus the Applicable
      Margin with respect to Eurodollar Rate Loans as in effect from time to
      time.

     

    (c)           Each
      Swing Line Loan shall bear interest from the applicable Drawdown Date thereof
      at
      the rate per annum equal to the Base Rate plus the Applicable Margin with
      respect to Base Rate Loans as in effect from time to time; provided,
however, that in the event the interest rate per annum applicable
      to
      Swing Line Loans is less than the Eurodollar Rate then applicable for an
      Interest Period of one month plus the Applicable Margin with respect to
      Eurodollar Rate Loans in effect at such time, each Swing Line Loan shall bear
      interest at the rate per annum equal to the Eurodollar Rate then applicable
      for
      an Interest Period of one month plus the Applicable Margin with respect
      to Eurodollar Rate Loans in effect at such time.

     

    Each
      Borrower promises to pay interest on each Revolving Credit Loan made to it
      and
      each Swing Line Loan made to it in arrears on each Interest Payment Date with
      respect thereto.

     

    2.6.          Requests
      for Revolving Credit Loans. Each Borrower
      shall give to the Administrative Agent written notice in the form of
ExhibitC hereto (or telephonic notice confirmed in a writing in
      the form of ExhibitC hereto) of each Revolving Credit Loan
      requested hereunder (a "Loan Request") no less than (a) two (2) Business
      Days prior to the proposed Drawdown Date of any Base Rate Loan and (b) four
      (4)
      Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar
      Rate Loan.  Each such notice shall specify (i) the principal amount of
      the Revolving Credit Loan requested, (ii) the proposed Drawdown Date of such
      Revolving Credit Loan, (iii) the Interest Period for such Revolving Credit
      Loan
      and (iv) the Type of such Revolving Credit Loan.  Promptly upon
      receipt of any such notice, the Administrative Agent shall notify each of the
      Lenders thereof.  Each Loan Request shall be irrevocable and binding
      on the applicable Borrower and shall obligate such Borrower to accept the
      Revolving Credit Loan requested from the Lenders on the proposed Drawdown
      Date.  Each Loan Request relating to a Base Rate Loan shall be in a
      minimum aggregate amount of $500,000 and each Loan Request relating to a
      Eurodollar Rate Loan shall be in a minimum aggregate amount of
      $1,000,000.

     

    2.7.          Conversion
      Options.

     

    2.7.1. Conversion
      to Different Type of Loan.  The
      applicable Borrower may elect from time to time to convert any outstanding
      Revolving Credit Loan to a Revolving Credit Loan of another Type,
provided that (a) with respect to any such conversion of a Eurodollar
      Rate Loan to a Base Rate Loan, such Borrower shall give the Administrative
      Agent
      at least three (3) Business Days prior written notice of such election; (b)
      with
      respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan,
      such Borrower shall give the Administrative Agent at least four (4) Eurodollar
      Business Days prior written notice of such election; (c) with respect to any
      such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion
      shall only be made on the last day of the Interest Period with respect thereto
      and (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan
      when any Default or Event of Default has occurred and is
      continuing.  On the date on which such conversion is being made each
      Lender shall take such action as is necessary to transfer its Commitment
      Percentage, as the case may be, of such Revolving Credit Loans to its Domestic
      Lending Office or its Eurodollar Lending Office, as the case may
      be.  All or any part of outstanding Revolving Credit Loans of any Type
      may be converted into a Revolving Credit Loan of another Type as provided
      herein, provided that any partial conversion shall be in an aggregate
      principal amount of at least $500,000, in the case of conversion to Base Rate
      Loans, and $1,000,000 in the case of conversion to Eurodollar Rate
      Loans.  Each Conversion Request relating to the conversion of a
      Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by such
      Borrower.

     

    
      
        
        

      

      
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    2.7.2. Continuation
      of Type of Loan.  A Revolving Credit
      Loan of any Type may be continued as a Revolving Credit Loan of the same Type
      upon the expiration of an Interest Period with respect thereto by compliance
      by
      the applicable Borrower with the notice provisions contained in §2.7.1;
provided that no Eurodollar Rate Loan may be continued as such when any
      Default or Event of Default has occurred and is continuing, but shall be
      automatically converted to a Base Rate Loan on the last day of the first
      Interest Period relating thereto ending during the continuance of any Default
      or
      Event of Default of which officers of the Administrative Agent active upon
      the
      Borrowers’ account have actual knowledge.  In the event that the
      applicable Borrower fails to provide any such notice with respect to the
      continuation of any Eurodollar Rate Loan as such, then such Eurodollar Rate
      Loan
      shall be automatically converted to a Base Rate Loan on the last day of the
      first Interest Period relating thereto.  The Administrative Agent
      shall notify the Lenders promptly when any such automatic conversion
      contemplated by this §2.7 is scheduled to occur.

     

    2.7.3. Eurodollar
      Rate Loans.  Any conversion to or from
      Eurodollar Rate Loans shall be in such amounts and be made pursuant to such
      elections so that, after giving effect thereto, the aggregate principal amount
      of all Eurodollar Rate Loans having the same Interest Period shall not be less
      than $1,000,000.  No more than ten (10) Eurodollar Rate Loans having
      different Interest Periods may be outstanding at any time.

     

    2.8.          Funds
      for Revolving Credit Loans.

     

    2.8.1. Funding
      Procedures.  Not later than 1:00 p.m.
      (Boston time) on the proposed Drawdown Date of any Revolving Credit Loans,
      each
      of the Lenders will make available to the Administrative Agent, at the
      Administrative Agent's Office, in immediately available funds, the amount of
      such Lender's Commitment Percentage of the amount of the requested Revolving
      Credit Loans.  Upon receipt from each Lender of such amount, and upon
      receipt of the documents required by §§11 and 12 and the satisfaction of the
      other conditions set forth therein, to the extent applicable, the Administrative
      Agent will make available to the Borrowers the aggregate amount of such
      Revolving Credit Loans made available to the Administrative Agent by the
      Lenders.

     

    2.8.2. Advances
      by Administrative Agent.  ii)  The
      Administrative Agent may, unless notified to the contrary by any Lender prior
      to
      a Drawdown Date, assume that such Lender has made available to the
      Administrative Agent on such Drawdown Date the amount of such Lender's
      Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown
      Date, and the Administrative Agent may (but it shall not be required to), in
      reliance upon such assumption, make available to the Borrowers a corresponding
      amount.  In such event, if a Lender has not in fact made its share of
      the applicable Revolving Credit Loan available to the Administrative Agent,
      then
      the applicable Lender and the Borrowers severally agree to pay to the
      Administrative Agent forthwith on demand such corresponding amount in
      immediately available funds with interest thereon, for each day from and
      including the date such amount is made available to the Borrowers to but
      excluding the date of payment to the Administrative Agent, at (A) in the case
      of
      a payment to be made by such Lender, the greater of the Federal Funds Rate
      and a
      rate determined by the Administrative Agent in accordance with banking industry
      rules on interbank compensation and (B) in the case of a payment to be made
      by
      the Borrowers, the interest rate applicable to Base Rate Loans.  If
      the Borrowers and such Lender shall pay such interest to the Administrative
      Agent for the same or an overlapping period, the Administrative Agent shall
      promptly remit to the Borrowers the amount of such interest paid by the
      Borrowers for such period.  If such Lender pays its share of the
      applicable Revolving Credit Loan to the Administrative Agent, then the amount
      so
      paid shall constitute such Lender’s share of such Revolving Credit
      Loan.  Any payment by the Borrowers shall be without prejudice to any
      claim the Borrowers may have against a Lender that shall have failed to make
      such payment to the Administrative Agent.

     

    
      
        
        

      

      
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    (b)           Unless
      the Administrative Agent shall have received notice from the Borrowers prior
      to
      the date on which any payment is due to the Administrative Agent for the account
      of the Lenders hereunder that the Borrowers will not make such payment, the
      Administrative Agent may assume that the Borrowers have made such payment on
      such date in accordance herewith and may, in reliance upon such assumption,
      distribute to the relevant Lenders or the L/C Issuer, as the case may be, the
      amount due.  In such event, if the Borrowers have not in fact made
      such payment, then each of the relevant Lenders severally agrees to repay to
      the
      Administrative Agent forthwith on demand the amount so distributed to such
      Lender, in immediately available funds with interest thereon, for each day
      from
      and including the date such amount is distributed to it to but excluding the
      date of payment to the Administrative Agent, at the greater of the Federal
      Funds
      Rate and a rate determined by the Administrative Agent in accordance with
      banking industry rules on interbank compensation.

     

    (c)           A
      notice of the Administrative Agent to any Lender or any Borrower with respect
      to
      any amount owing under §§2.8.2(a) and (b) shall be conclusive, absent manifest
      error.

     

    2.8.3. Obligations
      of Lenders Several.  The obligations of
      the Lenders hereunder to make Revolving Credit Loans, to fund participations
      in
      Letters of Credit and Swing Line Loans and to make payments pursuant to §14.7
      are several and not joint.  The failure of any Lender to make any
      Revolving Credit Loan, to fund any such participation or to make any payment
      under §14.7 on any date required hereunder shall not relieve any other Lender of
      its corresponding obligation to do so on such date, and no Lender shall be
      responsible for the failure of any other Lender to so make its Revolving Credit
      Loans, to purchase its participation or to make its payment under
§14.7.

     

    2.9.          Change
      in Borrowing Base and Domestic Borrowing
      Base.  The Borrowing Base and the
      Domestic Borrowing Base shall be calculated (based on the application of the
      formula contained in the definition of “Borrowing Base” or “Domestic Borrowing
      Base”, as applicable) by the Administrative Agent upon receipt of each Loan
      Request and, in any case, no less frequently than monthly (and at such other
      intervals as may be specified pursuant to §8.4(f)) by reference to the Borrowing
      Base Report most recently delivered to the Lenders and the Administrative Agent
      and such other information obtained by, or provided to, the Administrative
      Agent.  The Administrative Agent shall give to the Borrowers written
      notice of the amount of the Borrowing Base and/or the Domestic Borrowing Base
      determined by the Administrative Agent as a result of such calculation to the
      extent the Administrative Agent’s calculation thereof differs from that of the
      Borrowers.  Prior to the time any such notice becomes effective, the
      Borrowing Base and the Domestic Borrowing Base shall be computed as it would
      have been computed in the absence of such notice.

     

    
      
        
        

      

      
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    2.10.        Swing
      Line Loans.

     

    2.10.1. The
      Swing Line.  Subject to the terms and
      conditions set forth herein, the Swing Line Lender agrees, in reliance upon
      the
      agreements of the other Revolving Credit Lenders set forth in this §2.10, to
      make loans (each such loan, a “Swing Line Loan”) to any Borrower from
      time to time on any Business Day from the Closing Date until the Maturity Date
      in an aggregate amount not to exceed at any time outstanding the amount of
      the
      Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans of
      the
      Revolving Credit Lender acting as the Swing Line Lender, when aggregated with
      such Lender's Commitment Percentage of the outstanding amount of Revolving
      Credit Loans plus such Lender’s Commitment Percentage of the sum of the
      Maximum Drawing Amount and all Unpaid Reimbursement Obligations, may exceed
      the
      amount of such Lender’s Commitment; provided, however, that after
      giving effect to any Swing Line Loan, (a) the sum of the outstanding amount
      of
      the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid
      Reimbursement Obligations plus the outstanding amount of Swing Line Loans
      (after giving effect to all amounts requested) shall not at any time exceed
      the
      lesser of (A) the Total Commitment at such time and (B) the Borrowing Base
      at
      such time, (b) the sum of the outstanding amount of the CAI Revolving Credit
      Loans, plus the Maximum Drawing Amount and all Unpaid Reimbursement
      Obligations in respect of Letters of Credit issued for the account of CAI,
      plus the outstanding amount of Swing Line Loans made to CAI (after giving
      effect to all amounts requested) shall not at any time exceed the lesser of
      (A)
      the Total Commitment at such time and (B) the Domestic Borrowing Base at such
      time and (c) the aggregate outstanding amount of the Revolving Credit Loans
      of
      any Lender, plus such Lender’s Commitment Percentage of the outstanding
      amount of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations,
      plus such Lender’s Commitment Percentage of the outstanding amount of all
      Swing Line Loans shall not exceed such Lender’s Commitment, and provided,
further, that the Borrowers shall not use the proceeds of any Swing
      Line
      Loan to refinance any outstanding Swing Line Loan.  Within the
      foregoing limits, and subject to the other terms and conditions hereof, the
      Borrowers may borrow under this §2.10, prepay under §3.3, and reborrow under
      this §2.10.  Each Swing Line Loan shall be a Base Rate
      Loan.  Immediately upon the making of a Swing Line Loan, each Lender
      shall be deemed to, and hereby irrevocably and unconditionally agrees to,
      purchase from the Swing Line Lender a risk participation in such Swing Line
      Loan
      in an amount equal to the product of such Lender’s Commitment Percentage
times the amount of such Swing Line Loan.  Each Borrower hereby
      promises to repay each Swing Line Loan on the earlier to occur of (i) the date
      ten (10) Business Days after such Swing Line Loan is made and (ii) the Maturity
      Date.

     

    2.10.2. Borrowing
      Procedure.  Each Swing Line Borrowing
      shall be made upon any Borrower’s irrevocable notice to the Swing Line Lender
      and the Administrative Agent, which may be given by telephone. Each such notice
      must be received by the Swing Line Lender and the Administrative Agent not
      later
      than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount
      to be borrowed, which shall be a minimum of $100,000, and (ii) the requested
      borrowing date, which shall be a Business Day.  Each such telephonic
      notice must be confirmed promptly by delivery to the Swing Line Lender and
      the
      Administrative Agent of a written Swing Line Loan Notice, appropriately
      completed and signed by a Responsible Officer of such
      Borrower.  Promptly after receipt by the Swing Line Lender of any
      telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with
      the
      Administrative Agent (by telephone or in writing) that the Administrative Agent
      has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
      will notify the Administrative Agent (by telephone or in writing) of the
      contents thereof.  Unless the Swing Line Lender has received notice
      (by telephone or in writing) from the Administrative Agent (including at the
      request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing
      Line
      Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan
      as a result of the limitations set forth in the proviso to the first sentence
      of
§2.10.1, or (B) that one or more of the applicable conditions specified in §§11
      and 12 is not then satisfied, then, subject to the terms and conditions hereof,
      the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
      specified in such Swing Line Loan Notice, make the amount of its Swing Line
      Loan
      available to such Borrower.

     

    
      
        
        

      

      
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    2.10.3. Refinancing
      of Swing Line Loans.  iii)
      The Swing Line Lender at
      any time in its sole and absolute discretion may request, on behalf of the
      applicable Borrower (which hereby irrevocably authorizes the Swing Line Lender
      to so request on its behalf), that each Revolving Credit Lender make a Revolving
      Credit Loan which is a Base Rate Loan in an amount equal to such Revolving
      Credit Lender’s Commitment Percentage of the amount of Swing Line Loans then
      outstanding.  Such request shall be made in writing (which written
      request shall be deemed to be a Loan Request for purposes hereof) and in
      accordance with the requirements of §§2.1 and 2.6, without regard to the minimum
      and multiples specified therein for the principal amount of Base Rate Loans,
      but
      subject to the unutilized portion of the Total Commitments and the conditions
      set forth in §12.  The Swing Line Lender shall furnish to the
      applicable Borrower with a copy of the applicable Loan Request promptly after
      delivering such notice to the Administrative Agent.  Each Revolving
      Credit Lender shall make an amount equal to its Commitment Percentage of the
      amount specified in such Loan Request available to the Administrative Agent
      in
      immediately available funds for the account of the Swing Line Lender at the
      Administrative Agent’s Office not later than 1:00 p.m. on the day specified in
      such Loan Request, whereupon, subject to §2.10.3(b), each Revolving Credit
      Lender that so makes funds available shall be deemed to have made a Base Rate
      Loan to the applicable Borrower in such amount.  The Administrative
      Agent shall remit the funds so received to the Swing Line Lender.

     

    (b)           If
      for any reason any Swing Line Loan cannot be refinanced by such a Revolving
      Credit Loan in accordance with §2.10.3(a), the request for Base Rate Loan
      submitted by the Swing Line Lender as set forth herein shall be deemed to be
      a
      request by the Swing Line Lender that each of the Revolving Credit Lenders
      fund
      its risk participation in the relevant Swing Line Loan and each Revolving Credit
      Lender’s payment to the Administrative Agent for the account of the Swing Line
      Lender pursuant to §2.10.3(a) shall be deemed payment in respect of such
      participation.

     

    
      
        
        

      

      
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    (c)           
      If any Revolving Credit Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be paid
      by
      such Revolving Credit Lender pursuant to the foregoing provisions of this
§2.10.3 by the time specified in §2.10.3(a), the Swing Line Lender shall be
      entitled to recover from such Lender (acting through the Administrative Agent),
      on demand, such amount with interest thereon for the period from the date such
      payment is required to the date on which such payment is immediately available
      to the Swing Line Lender at a rate per annum equal to the greater of the Federal
      Funds Rate and a rate determined by the Swing Line Lender in accordance with
      banking industry rules on interbank compensation, plus any administrative,
      processing or similar fees customarily charged by the Swing Line Lender in
      connection with the foregoing.  If such Revolving Credit Lender pays
      such amount (with interest and fees as aforesaid), the amount so paid shall
      constitute such Lender’s Revolving Credit Loan or funded participation in the
      relevant Swing Line Loan, as the case may be.  A certificate of the
      Swing Line Lender submitted to any Revolving Credit Lender (through the
      Administrative Agent) with respect to any amounts owing under this clause (c)
      shall be conclusive absent manifest error.

     

    (d)           Each
      Revolving Credit Lender’s obligation to make Revolving Credit Loans or to
      purchase and fund risk participations in Swing Line Loans pursuant to this
      §2.10.3 shall be absolute and unconditional and shall not be affected by any
      circumstance, including (A) any setoff, counterclaim, recoupment, defense or
      other right which such Revolving Credit Lender may have against the Swing Line
      Lender, the Borrowers or any other Person for any reason whatsoever, (B) the
      occurrence or continuance of a Default or Event of Default, or (C) any other
      occurrence, event or condition, whether or not similar to any of the foregoing;
      provided, however, that each Revolving Credit Lender’s obligation
      to make Revolving Credit Loans pursuant to this §2.10.3 is subject to the
      conditions set forth in §12.  No such funding of risk participations
      shall relieve or otherwise impair the obligation of the Borrowers to repay
      Swing
      Line Loans, together with interest as provided herein.

     

    2.10.4. Repayment
      of Participations.  iv)
      At any time after any
      Revolving Credit Lender has purchased and funded a risk participation in a
      Swing
      Line Loan, if the Swing Line Lender receives any payment on account of such
      Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit
      Lender its Commitment Percentage of such payment in the same funds as those
      received by the Swing Line Lender.

     

    (b)           If
      any payment received by the Swing Line Lender in respect of principal or
      interest on any Swing Line Loan is required to be returned by the Swing Line
      Lender in connection with any bankruptcy or insolvency proceeding or otherwise
      (including pursuant to any settlement entered into by the Swing Line Lender
      in
      its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender
      its Commitment Percentage thereof on demand of the Administrative Agent, plus
      interest thereon from the date of such demand to the date such amount is
      returned, at a rate per annum equal to the Federal Funds Rate.  The
      Administrative Agent will make such demand upon the request of the Swing Line
      Lender.  The obligations of the Revolving Credit Lenders under this
      clause shall survive the payment in full of the Obligations and the termination
      of this Agreement.

     

    
      
        
        

      

      
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    2.10.5. Interest
      for Account of Swing Line Lender.  The
      Swing Line Lender shall be responsible for invoicing each Borrower for interest
      on the Swing Line Loans.  Until each Revolving Credit Lender funds its
      Base Rate Loan or risk participation pursuant to this §2.10 to refinance such
      Lender’s Commitment Percentage of any Swing Line Loan, interest in respect of
      such Commitment Percentage shall be solely for the account of the Swing Line
      Lender.

     

    2.10.6. Payments
      Directly to Swing Line Lender.  Each
      Borrower shall make all payments of principal and interest in respect of the
      Swing Line Loans directly to the Swing Line Lender.

     

    2.11.       Increase
      in the Total Commitment.

     

    2.11.1. Requests
      for Increase.  Provided there exists no
      Default or Event of Default either before or immediately after giving effect
      to
      the increase provided for in this §2.11, and subject to the terms hereof, upon
      notice to the Administrative Agent (who shall promptly notify the Lenders),
      the
      Borrowers may from time to time request an increase in the Total Commitment
      by
      an amount (for all such requests) not exceeding $50,000,000; provided
      that any such request for an increase shall be in a minimum amount of
      $5,000,000.  The Borrowers may, at its option, request such increase
      from any Revolving Credit Lenders or from Additional Lenders.  At the
      time of sending such notice, the Borrowers (in consultation with the
      Administrative Agent) shall specify the time period within which each relevant
      Revolving Credit Lender is requested to respond (which shall in no event be
      less
      than ten (10) Business Days from the date of delivery of such notice to such
      Revolving Credit Lender).

     

    2.11.2. Lender
      Election to Increase.  Any Revolving
      Credit Lender which the Borrowers request to provide such increase shall notify
      the Administrative Agent within such time period whether or not it agrees to
      increase its Commitment and, if so, the amount by which such Revolving Credit
      Lender is willing to increase its Commitment.  Any relevant Revolving
      Credit Lender not responding within such time period shall be deemed to have
      declined to increase its Commitment.  No Revolving Credit Lender shall
      have any obligations to increase its Commitment.

     

    2.11.3. Notification
      by Administrative Agent; Additional
      Lenders.  The Administrative Agent shall
      notify the Borrowers and each relevant Revolving Credit Lender of the applicable
      Revolving Credit Lenders’ responses to each request made
      hereunder.  To achieve the full amount of a requested increase and
      subject to the approval of the Administrative Agent, the L/C Issuer and the
      Swing Line Lender (which approvals shall not be unreasonably withheld), the
      Borrowers may, at their option, also invite additional Eligible Assignees (for
      the purposes of this §2.11, the “Additional Lenders”) to become Revolving
      Credit Lenders pursuant to a joinder agreement in form and substance reasonably
      satisfactory to the Administrative Agent and its counsel.

     

    2.11.4. Effective
      Date and Allocations.  If the Total
      Commitment is increased in accordance with this Section, the Administrative
      Agent and the Borrowers shall determine the effective date (the “Increase
      Effective Date”) and the final allocation of such increase.  The
      Administrative Agent shall promptly notify the Borrowers and the Revolving
      Credit Lenders of the final allocation of such increase and the Increase
      Effective Date.

     

    
      
        
        

      

      
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    2.11.5. Conditions
      to Effectiveness of Increase.  As a
      condition precedent to such increase, the Borrowers shall deliver to the
      Administrative Agent a certificate of each Loan Party dated as of the date
      of
      effectiveness of such increase (the “Increase Effective Date”) (in
      sufficient copies for each Lender) signed by a Responsible Officer of such
      Loan
      Party (i) certifying and attaching the resolutions adopted by such Loan Party
      approving or consenting to such increase, and (ii) in the case of each Borrower,
      certifying that, before and after giving effect to such increase, (A) the
      representations and warranties contained in §7 and the other Loan Documents are
      true and correct on and as of the Increase Effective Date, except to the extent
      that such representations and warranties specifically refer to an earlier date,
      in which case they are true and correct as of such earlier date, and except
      that
      for purposes of this §2.11, the representations and warranties contained in
§7.4.2 shall be deemed to refer to the most recent statements furnished to the
      Lenders, (B) no Default or Event of Default exists, (C) the sum of the
      outstanding amount of the Revolving Credit Loans (after giving effect to all
      amounts requested on the Increase Effective Date) plus the Maximum
      Drawing Amount and all Unpaid Reimbursement Obligations plus the
      outstanding amount of Swing Line Loans does not exceed the lesser of (i) the
      Total Commitment at such time and (ii) the Borrowing Base at such time and
      (D)
      the sum of the outstanding amount of the CAI Revolving Credit Loans (after
      giving effect to all amounts requested) plus the Maximum Drawing Amount
      and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued
      for the account of CAI, plus the outstanding amount of Swing Line Loans
      made to CAI do not exceed the lesser of (A) the Total Commitment at such time
      and (B) the Domestic Borrowing Base at such time.  The applicable
      Borrower shall prepay any Revolving Credit Loans outstanding on the Increase
      Effective Date (and pay any additional amounts required pursuant to §5.9) to the
      extent necessary to keep the outstanding Revolving Credit Loans ratable with
      any
      revised Commitment Percentages arising from any nonratable increase in the
      Commitments under this Section.

     

    3. REPAYMENT
      OF THE LOANS.

     

    3.1.          Maturity.  Each
      of the Borrowers promises to pay on the Maturity Date, and there shall become
      absolutely due and payable on the Maturity Date, all of its respective Revolving
      Credit Loans and Swing Line Loans outstanding on such date, together with any
      and all accrued and unpaid interest thereon and all other
      Obligations.

     

    3.2.          Mandatory
      Repayments of Revolving Credit
      Loans.  If at any time (a) the sum of
      the outstanding principal amount of the Revolving Credit Loans plus the
      Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the
      outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total
      Commitment at such time and (ii) the Borrowing Base at such time or (b) the
      sum
      of the outstanding amount of the CAI Revolving Credit Loans (after giving effect
      to all amounts requested) plus the Maximum Drawing Amount and all Unpaid
      Reimbursement Obligations in respect of Letters of Credit issued for the account
      of CAI, plus the outstanding amount of Swing Line Loans made to CAI
      exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic
      Borrowing Base at such time, then, in any case, the applicable Borrower(s) shall
      immediately pay the amount of such excess to the Administrative Agent for the
      respective accounts of the Lenders for application:  first, to
      any Unpaid Reimbursement Obligations; second, to the Swing Line Loans;
third, to the Revolving Credit Loans; and fourth, to provide to
      the Administrative Agent Cash Collateral for Reimbursement Obligations as
      contemplated by §4.2(b) and (c).  Each payment of any Unpaid
      Reimbursement Obligations or prepayment of Revolving Credit Loans shall be
      allocated among the applicable Lenders, in proportion, as nearly as practicable,
      to each Reimbursement Obligation or (as the case may be) the respective unpaid
      principal amount of each applicable Lender's Revolving Credit Loan, with
      adjustments to the extent practicable to equalize any prior payments or
      repayments not exactly in proportion.  

     

    
      
        
        

      

      
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    3.3.          Optional
      Repayments of Revolving Credit Loans and Swing Line
      Loans.  (1) Each
      of the Borrowers shall have the right, at its election, to repay the outstanding
      amount of the Revolving Credit Loans, as a whole or in part, at any time without
      penalty or premium, provided that any full or partial prepayment of the
      outstanding amount of any Eurodollar Rate Loans pursuant to this §3.3 may be
      made only on the last day of the Interest Period relating thereto unless
      breakage costs incurred by the relevant Lenders in connection therewith are
      paid
      by the Borrowers in accordance with §5.9.  The Borrowers shall give
      the Administrative Agent, no later than 10:00 a.m., Boston time, at least two
      (2) Business Days’ prior written notice of any proposed prepayment pursuant to
      this §3.3 of Base Rate Loans, and four (4) Eurodollar Business Days’ prior
      written notice of any proposed prepayment pursuant to this §3.3 of Eurodollar
      Rate Loans, in each case specifying the proposed date of prepayment of relevant
      Revolving Credit Loans, the principal amount to be prepaid and, if Eurodollar
      Rate Loans are to be prepaid, the Interest Periods of such Revolving Credit
      Loans.  Each such partial prepayment of the applicable Revolving
      Credit Loans shall be in a principal amount of at least $200,000, shall be
      accompanied by the payment of accrued interest on the principal prepaid to
      the
      date of prepayment and shall be applied, in the absence of instruction by the
      applicable Borrowers, first, to the principal of Base Rate Loans and
then to the principal of Eurodollar Rate Loans, at the Administrative
      Agent’s option.  Each partial prepayment shall be allocated among the
      applicable Lenders, in proportion, as nearly as practicable, to the respective
      unpaid principal amount of each Lender's applicable Revolving Credit Loans,
      with
      adjustments to the extent practicable to equalize any prior repayments not
      exactly in proportion.

     

    (b)           Each
      of the Borrowers may, upon notice to the Swing Line Lender (with a copy to
      the
      Administrative Agent), at any time or from time to time, voluntarily prepay
      Swing Line Loans in whole or in part without premium or penalty; provided
      that (i) such notice must be received by the Swing Line Lender and the
      Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
      and
      (ii) any such prepayment shall be in a minimum principal amount of
      $100,000.  Each such notice shall specify the date and amount of such
      prepayment.  If such notice is given by any Borrower, such Borrower
      shall make such prepayment and the payment amount specified in such notice
      shall
      be due and payable on the date specified therein.

     

    4. LETTERS
      OF CREDIT.

     

    4.1.          Letter
      of Credit Commitments.

     

    4.1.1. Commitment
      to Issue Letters of Credit.  v)  Subject
      to the
      terms and conditions hereof, upon the execution and delivery by any Borrower
      of
      a letter of credit application on the L/C Issuer’s customary form (a “Letter
      of Credit Application”), the L/C Issuer on behalf of the Revolving Credit
      Lenders and in reliance upon the agreement of the Revolving Credit Lenders
      set
      forth in this §4 and upon the representations and warranties of the Borrowers
      contained herein, agrees, in its individual capacity, to issue, extend and
      renew
      for the account of CAI, CAI Barbados or any of CAI’s other Subsidiaries one or
      more standby letters of credit (individually, a "Letter of Credit"), in
      such form as may be requested from time to time by the applicable Borrower
      (who,
      in the case of Letters of Credit to be issued for the account of a Subsidiary
      of
      CAI (other than CAI Barbados) shall be CAI), and agreed to by the L/C Issuer;
      provided, however, that, after giving effect to such request, (i)
      the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement
      Obligations shall not exceed the Letter of Credit Sublimit at any time, (ii)
      the
      sum of the outstanding principal amount of the Revolving Credit Loans
plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations,
      plus the outstanding amount of Swing Line Loans shall not exceed the
      lesser of (x) the Total Commitment at such time and (y) the Borrowing Base
      at
      such time and (iii) the sum of the outstanding amount of the CAI Revolving
      Credit Loans, plus the Maximum Drawing Amount and all Unpaid
      Reimbursement Obligations in respect of Letters of Credit issued for the account
      of CAI, plus the outstanding amount of Swing Line Loans made to CAI shall
      not at any time exceed the lesser of (A) the Total Commitment at such time
      and
      (B) the Domestic Borrowing Base at such time.  Each request by any
      Borrower for the issuance or amendment of a Letter of Credit shall be deemed
      to
      be a representation by the Borrowers that the issuance or amendment so requested
      complies with the conditions set forth in the proviso to the preceding
      sentence.  Within the foregoing limits, and subject to the terms and
      conditions hereof, any Borrower’s ability to obtain Letters of Credit shall be
      fully revolving, and accordingly any Borrower may, during the foregoing period,
      obtain Letters of Credit to replace Letters of Credit issued for the account
      of
      such Borrower or such Subsidiary that have expired or that have been drawn
      upon
      and reimbursed.  All Existing Letters of Credit shall be deemed to
      have been issued pursuant hereto, and from and after the Closing Date shall
      be
      subject to and governed by the terms and conditions hereof.


    
      
        
        

      

      
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    (b)           The
      L/C Issuer shall not issue any Letter of Credit, if:

     

    (i)           
      Subject to §4.1.6, the expiry date of such requested Letter of Credit would
      occur more than twelve months after the date of issuance or last extension,
      unless the Required Lenders have approved such expiry date; or

     

    (ii)           the
      expiry date of such requested Letter of Credit would occur after the Letter
      of
      Credit Expiration Date, unless all the Lenders have approved such expiry
      date.

     

    (c)           The
      L/C Issuer shall not be under any obligation to issue any Letter of Credit
      if:

     

    (i)           any
      order, judgment or decree of any Governmental Authority or arbitrator shall
      by
      its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
      of Credit, or any Law applicable to the L/C Issuer or any
      request or directive (whether or not having the force of law) from any
      Governmental Authority with jurisdiction over the L/C Issuer shall prohibit,
      or
      request that the L/C Issuer refrain from, the issuance of letters of credit
      generally or such Letter of Credit in particular or shall impose upon the L/C
      Issuer with respect to such Letter of Credit any restriction, reserve or capital
      requirement (for which the L/C Issuer is not otherwise compensated hereunder)
      not in effect on the Closing Date, or shall impose upon the L/C Issuer any
      unreimbursed loss, cost or expense which was not applicable on the date hereof
      and which the L/C Issuer in good faith deems material to it;

     

    
      
        
        

      

      
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    (ii)           
      the issuance of such Letter of Credit would violate one or more policies of
      the
      L/C Issuer applicable to letters of credit generally;

     

    (iii)           such
      Letter of Credit is to be denominated in a currency other than
      Dollars;

     

    (iv)           such
      Letter of Credit contains any provisions for automatic reinstatement of the
      stated amount after any drawing thereunder; or

     

    (v)           a
      default of any Revolving Credit Lender’s obligations to fund under §4.1.4 exists
      or any Revolving Credit Lender is at such time a Delinquent Lender hereunder,
      unless the L/C Issuer has entered into satisfactory arrangements with such
      Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such
      Lender.

     

    (d)           The
      L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not
      be
      permitted at such time to issue such Letter of Credit in its amended form under
      the terms hereof.

     

    (e)           The
      L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
      the
      L/C Issuer would have no obligation at such time to issue such Letter of Credit
      in its amended form under the terms hereof, or (B) the beneficiary of such
      Letter of Credit does not accept the proposed amendment to such Letter of
      Credit.

     

    (f)           
      The L/C Issuer shall act on behalf of the Lenders with respect to any Letters
      of
      Credit issued by it and the documents associated therewith, and the L/C Issuer
      shall have all of the benefits and immunities (A) provided to the Administrative
      Agent in §14 with respect to any acts taken or omissions suffered by the L/C
      Issuer in connection with Letters of Credit issued by it or proposed to be
      issued by it and Issuer Documents pertaining to such Letters of Credit as fully
      as if the term “Administrative Agent” as used in §14 included the L/C Issuer
      with respect to such acts or omissions, and (B) as additionally provided herein
      with respect to the L/C Issuer.

     

    4.1.2. Procedures
      for the Issuance and Amendment of Letters of
      Credit.  vi) Each
      Letter of Credit shall be issued or amended, as the case may be, upon the
      request of the applicable Borrower delivered to the L/C Issuer (with a copy
      to
      the Administrative Agent) in the form of Letter of Credit Application,
      appropriately completed and signed by a Responsible Officer of such
      Borrower.  Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
      two
      Business Days (or such later date and time as the Administrative Agent and
      the
      L/C Issuer may agree in a particular instance in their sole discretion) prior
      to
      the proposed issuance date or date of amendment, as the case may
      be.  In the case of a request for an initial issuance of a Letter of
      Credit, such Letter of Credit Application shall specify in form and detail
      satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested
      Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C)
      the expiry date thereof; (D) the name and address of the beneficiary thereof;
      (E) the documents to be presented by such beneficiary in case of any drawing
      thereunder; (F) the full text of any certificate to be presented by such
      beneficiary in case of any drawing thereunder; and (G) such other matters as
      the
      L/C Issuer may require.  In the case of a request for an amendment of
      any outstanding Letter of Credit, such Letter of Credit Application shall
      specify in form and detail satisfactory to the L/C Issuer (A) the Letter of
      Credit to be amended; (B) the proposed date of amendment thereof (which shall
      be
      a Business Day); (C) the nature of the proposed amendment; and (D) such other
      matters as the L/C Issuer may require.  Additionally, the applicable
      Borrower shall furnish to the L/C Issuer and the Administrative Agent such
      other
      documents and information pertaining to such requested Letter of Credit issuance
      or amendment, including any Issuer Documents, as the L/C Issuer or the
      Administrative Agent may require.

     

    
      
        
        

      

      
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    (b)           Promptly
      after receipt of any Letter of Credit Application, the L/C Issuer will confirm
      with the Administrative Agent (by telephone or in writing) that the
      Administrative Agent has received a copy of such Letter of Credit Application
      from such Borrower and, if not, the L/C Issuer will provide the Administrative
      Agent with a copy thereof.  Unless the L/C Issuer has received written
      notice from any Lender, the Administrative Agent, such Borrower or any
      Guarantor, at least one Business Day prior to the requested date of issuance
      or
      amendment of the applicable Letter of Credit, that one or more applicable
      conditions contained in §§11 or 12 shall not then be satisfied, then, subject to
      the terms and conditions hereof, the L/C Issuer shall, on the requested date,
      issue a Letter of Credit for the account of such Borrower or such Subsidiary
      or
      enter into the applicable amendment, as the case may be, in each case in
      accordance with the L/C Issuer’s usual and customary business
      practices.  Immediately upon the issuance of each Letter of Credit,
      each Lender shall be deemed to, and hereby irrevocably and unconditionally
      agrees to, purchase from the L/C Issuer a risk participation in such Letter
      of
      Credit in an amount equal to the product of such Lender’s Commitment Percentage
times the amount of such Letter of Credit.

     

    (c)           Promptly
      after its delivery of any Letter of Credit or any amendment to a Letter of
      Credit to an advising bank with respect thereto or to the beneficiary thereof,
      the L/C Issuer will also deliver to the applicable Borrower and the
      Administrative Agent a true and complete copy of such Letter of Credit or
      amendment.

     

    4.1.3. Applicability
      of the ISP and Uniform Customs.  Unless
      otherwise expressly agreed by the L/C Issuer and the applicable Borrower when
      a
      Letter of Credit is issued (including any such agreement applicable to an
      Existing Letter of Credit), (i) the rules of the “International Standby
      Practices 1998” (ISP) published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
      issuance) shall apply to each standby Letter of Credit, and (ii) the rules
      of
      the Uniform Customs and Practice for Documentary Credits, as most recently
      published by the International Chamber of Commerce at the time of issuance
      shall
      apply to each commercial Letter of Credit.

     

    4.1.4. Reimbursement
      Obligations of Lenders.  Each Revolving
      Credit Lender severally agrees that it shall be absolutely and unconditionally
      liable, without regard to the occurrence of any Default or Event of Default
      or
      any other condition precedent or circumstance whatsoever, including (A) any
      setoff, counterclaim, recoupment, defense or other right which such Revolving
      Credit Lender may have against the L/C Issuer, the applicable Borrower or any
      other Person for any reason whatsoever or (B) any other occurrence, event or
      condition, whether or not similar to any of the foregoing, to the extent of
      such
      Revolving Credit Lender's Commitment Percentage, to reimburse the L/C Issuer
      through the Administrative Agent on demand for the amount of each draft paid
      by
      the L/C Issuer under each Letter of Credit to the extent that such amount is
      not
      reimbursed by the applicable Borrower pursuant to §4.2 (such agreement for a
      Lender being called herein the "Letter of Credit Participation" of such
      Lender).

     

    
      
        
        

      

      
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    4.1.5. Participations
      of Lenders.  Each such payment made by a
      Revolving Credit Lender shall be treated as the purchase by such Lender of
      a
      participating interest in the applicable Borrower's Reimbursement Obligation
      under §4.2 in an amount equal to such payment.  Each Revolving Credit
      Lender shall share in accordance with its participating interest in any interest
      which accrues pursuant to §4.2 and in any applicable security for such
      Reimbursement Obligation.

     

    4.1.6. Auto-Extension
      Letters of Credit.  If any Borrower so
      requests in any applicable Letter of Credit Application, the L/C Issuer may,
      in
      its sole and absolute discretion, agree to issue a Letter of Credit that has
      automatic extension provisions (each, an “Auto-Extension Letter of
      Credit”); provided that (i) any such Auto-Extension Letter of Credit
      must permit the L/C Issuer to prevent any such extension at least once in each
      twelve-month period (commencing with the date of issuance of such Letter of
      Credit) by giving prior notice to the beneficiary thereof not later than one
      (1)
      Business Day before the date (the “Non-Extension Notice Date”) in each
      such twelve-month period as agreed upon at the time such Letter of Credit is
      issued and (ii) any extension of a Auto-Extension Letter of Credit shall not
      extend the expiry date of such Letter of Credit to a date later than the Letter
      of Credit Expiration Date.  Unless otherwise directed by the L/C
      Issuer, the applicable Borrower shall not be required to make a specific request
      to the L/C Issuer for any such extension.  Once an Auto-Extension
      Letter of Credit has been issued, the Lenders shall be deemed to have authorized
      (but may not require) the L/C Issuer to permit the extension of such Letter
      of
      Credit at any time to an expiry date not later than the Letter of Credit
      Expiration Date; provided, however, that the L/C Issuer shall not
      permit any such extension if (A) the L/C Issuer has determined that it would
      not
      be permitted, or would have no obligation, at such time to issue such Letter
      of
      Credit in its revised form (as extended) under the terms hereof (by reason
      of
      the provisions of §4.1.1(b) or (c) or otherwise), or (B) it has received notice
      (which may be by telephone or in writing) on or before the day that is five
      Business Days before the Non-Extension Notice Date (1) from the Administrative
      Agent that the Required Lenders have elected not to permit such extension or
      (2)
      from the Administrative Agent, any Lender, the applicable Borrower or any
      Guarantor that one or more of the applicable conditions specified in §12 is not
      then satisfied, and in each such case directing the L/C Issuer not to permit
      such extension.

     

    4.2.           Reimbursement
      Obligation of the Borrowers.  In order
      to induce the L/C Issuer to issue, extend and renew each Letter of Credit and
      the Revolving Credit Lenders to participate therein, the applicable Borrower
      hereby agrees to reimburse or pay to the L/C Issuer, for the account of the
      L/C
      Issuer or (as the case may be) the Revolving Credit Lenders, with respect to
      each Letter of Credit issued, extended or amended by the L/C Issuer for the
      account of such Borrower or its Subsidiary hereunder,

     

    (a)           except
      as otherwise expressly provided in §4.2(b) and (c), not later than 11:00 a.m.
      (Boston time) on each date that any draft presented under such Letter of Credit
      is honored (the “Honor Date”) by the L/C Issuer, or the L/C Issuer
      otherwise makes a payment with respect thereto, (i) the amount paid by the
      L/C
      Issuer under or with respect to such Letter of Credit, and (ii) the amount
      of
      any taxes, fees, charges or other costs and expenses whatsoever incurred by
      the
      L/C Issuer or any Lender in connection with any payment made by the L/C Issuer
      or any Lender under, or with respect to, such Letter of Credit,

     

    
      
        
        

      

      
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    (b)           upon
      the reduction (but not termination) of the Total Commitment to an amount less
      than the Maximum Drawing Amount, an amount equal to such difference, which
      amount shall be held by the Administrative Agent for the benefit of the Lenders
      and the L/C Issuer as Cash Collateral for all Reimbursement Obligations,
      and

     

    (c)           upon
      the termination of the Total Commitment, or the acceleration of the
      Reimbursement Obligations with respect to all Letters of Credit in accordance
      with §13, an amount equal to the then Maximum Drawing Amount on all Letters of
      Credit, which amount shall be held by the Administrative Agent for the benefit
      of the Lenders and the L/C Issuer as Cash Collateral for all Reimbursement
      Obligations.

     

    Each
      such
      payment shall be made to the L/C Issuer at the Administrative Agent's Office
      in
      immediately available funds.  Interest on any and all amounts
      remaining unpaid by the applicable Borrower under this §4.2 at any time from the
      date such amounts become due and payable (whether as stated in this §4.2, by
      acceleration or otherwise) until payment in full (whether before or after
      judgment) shall be payable to the Administrative Agent, for the benefit of
      the
      Lenders and the L/C Issuer, on demand at the rate specified in §5.10 for overdue
      principal on the Revolving Credit Loans.

     

    4.3.           Letter
      of Credit Payments.  (1)   If
      any
      draft shall be presented or other demand for payment shall be made under any
      Letter of Credit, the L/C Issuer shall notify the Administrative Agent and
      the
      applicable Borrower of the date and amount of the draft presented or demand
      for
      payment and of the date and time when it expects to pay such draft or honor
      such
      demand for payment.  If such Borrower fails to reimburse the L/C
      Issuer as provided in §4.2 on or before the date that such draft is paid or
      other payment is made by the L/C Issuer, the Administrative Agent may at any
      time thereafter notify the Lenders of the amount of any such Unpaid
      Reimbursement Obligation and the amount of each Lender’s Commitment Percentage
      thereof.  In such event, such Borrower shall be deemed to have
      requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal
      to the Unpaid Reimbursement Obligation, without regard to the minimum and
      multiples specified in §2.6 for the principal amount of Base Rate Loans, but
      subject to the other conditions set forth in §§2.1, 2.6 and 12 (other than the
      delivery of a Loan Request).  Any notice given by the L/C Issuer or
      the Administrative Agent pursuant to this §4.3 may be given by telephone if
      immediately confirmed in writing; provided that the lack of such an
      immediate confirmation shall not affect the conclusiveness or binding effect
      of
      such notice.  Each Revolving Credit Lender shall upon any notice
      pursuant to §4.3 make funds available to the Administrative Agent for the
      account of the L/C Issuer at the Administrative Agent’s Office in an amount
      equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not
      later than 1:00 p.m. on the Business Day specified in such notice by the
      Administrative Agent, whereupon, subject to the provisions of §4.3(b), each
      Revolving Credit Lender that so makes funds available shall be deemed to have
      made a Base Rate Loan to such Borrower in such amount.  The
      Administrative Agent shall remit the funds so received to the L/C
      Issuer.

     

    (b)           With
      respect to any Unpaid Reimbursement Obligation that is not fully refinanced
      by
      Base Rate Loans because the conditions set forth in §12 cannot be satisfied or
      for any other reason, the applicable Borrower shall be deemed to have incurred
      from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement
      Obligation that is not so refinanced, which L/C Borrowing shall be due and
      payable on demand (together with interest) and shall bear interest at the rate
      set forth in §5.10.1.  In such event, each Revolving Credit Lender’s
      payment to the Administrative Agent for the account of the L/C Issuer pursuant
      to §4.3(a) shall be deemed payment in respect of its participation in such L/C
      Borrowing and shall constitute an L/C Advance from such Lender in satisfaction
      of its participation obligation under this §4.

     

    
      
        
        

      

      
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    (c)           Until
      each Revolving Credit Lender funds its Commitment Percentage of the Revolving
      Credit Loans or participations as set forth in this §4.3 to reimburse the L/C
      Issuer for any amount drawn under any Letter of Credit, interest in respect
      of
      such Lender’s Commitment Percentage of such amount shall be solely for the
      account of the L/C Issuer.

     

    (d)           If
      any Revolving Credit Lender fails to make available to the Administrative Agent
      for the account of the L/C Issuer any amount required to be paid by such Lender
      pursuant to the foregoing provisions of this §4.3 by the time specified in §4.3,
      the applicable L/C Issuer shall be entitled to recover from such Lender (acting
      through the Administrative Agent), on demand, such amount with interest thereon
      for the period from the date such payment is required to the date on which
      such
      payment is immediately available to the L/C Issuer at a rate per annum equal
      to
      the greater of the Federal Funds Rate and a rate determined by the L/C Issuer
      in
      accordance with banking industry rules on interbank compensation plus any
      administrative, processing or similar fees customarily charged by the L/C Issuer
      in connection with the foregoing.  If such Lender pays such amount
      (with interest and fees as aforesaid), the amount so paid shall constitute
      such
      Lender’s Revolving Credit Loan or L/C Advance in respect of the relevant L/C
      Borrowing, as the case may be.  A certificate of the L/C Issuer
      submitted to any Revolving Credit Lender (through the Administrative Agent)
      with
      respect to any amounts owing under this clause (vi) shall be conclusive absent
      manifest error.

     

    (e)           At
      any time after the L/C Issuer has made a payment under any Letter of Credit
      and
      has received from any Revolving Credit Lender such Lender’s L/C Advance in
      respect of such payment in accordance with §4.3, if the Administrative Agent
      receives for the account of the L/C Issuer any payment in respect of the related
      Unreimbursed Amount or interest thereon (whether directly from the applicable
      Borrower or otherwise, including proceeds of Cash Collateral applied thereto
      by
      the Administrative Agent), the Administrative Agent will distribute to such
      Lender its Commitment Percentage thereof (appropriately adjusted, in the case
      of
      interest payments, to reflect the period of time during which such Lender’s L/C
      Advance was outstanding) in the same funds as those received by the
      Administrative Agent.  If any payment received by the Administrative
      Agent for the account of the L/C Issuer pursuant to §4.3 is required to be
      returned in connection with any bankruptcy or insolvency proceeding or otherwise
      (including pursuant to any settlement entered into by the L/C Issuer in its
      discretion), each Revolving Credit Lender shall pay to the Administrative Agent
      for the account of the L/C Issuer its Commitment Percentage thereof on demand
      of
      the Administrative Agent, plus interest thereon from the date of such demand
      to
      the date such amount is returned by such Lender, at a rate per annum equal
      to
      the Federal Funds Rate from time to time in effect.  The obligations
      of the Lenders under this clause shall survive the payment in full of the
      Obligations and the termination of this Agreement.

     

    
      
        
        

      

      
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    4.4.          Obligations
      Absolute.  Each Borrower’s obligations
      under this §4 shall be absolute, irrevocable and unconditional under any and all
      circumstances and irrespective of the occurrence of any Default or Event of
      Default or any condition precedent whatsoever or any setoff, counterclaim or
      defense to payment which any Borrower may have or have had against the L/C
      Issuer, the Administrative Agent, any Lender or any beneficiary of a Letter
      of
      Credit.  Each Borrower further agrees with the L/C Issuer, the
      Administrative Agent and the Lenders that the L/C Issuer, the Administrative
      Agent and the Lenders shall not be responsible for, and the Borrowers’
Reimbursement Obligations under §4.2 shall not be affected by, among other
      things, the validity or genuineness of documents or of any endorsements thereon,
      even if such documents should in fact prove to be in any or all respects
      invalid, fraudulent or forged, or any dispute between or among the applicable
      Borrower, the beneficiary of any Letter of Credit or any financing institution
      or other party to which any Letter of Credit may be transferred or any claims
      or
      defenses whatsoever of any Borrower against the beneficiary of any Letter of
      Credit or any such transferee.  The L/C Issuer, the Administrative
      Agent and the Lenders shall not be liable for any error, omission, interruption
      or delay in transmission, dispatch or delivery of any message or advice, however
      transmitted, in connection with any Letter of Credit.  Each Borrower
      agrees that any action taken or omitted by the L/C Issuer, the Administrative
      Agent or any Lender under or in connection with each Letter of Credit and the
      related drafts and documents, if done in good faith and in the absence of gross
      negligence or willful misconduct, shall be binding upon the applicable Borrower
      and shall not result in any liability on the part of the L/C Issuer, the
      Administrative Agent or any Lender to any Borrower.  Each Borrower
      shall promptly examine a copy of each Letter of Credit and each amendment
      thereto that is delivered to it and, in the event of any claim of noncompliance
      with the applicable Borrower’s instructions or other irregularity, such Borrower
      will immediately notify the L/C Issuer.  Each Borrower and each of its
      Subsidiaries shall be conclusively deemed to have waived any such claim against
      the L/C Issuer and its correspondents unless such notice is given as
      aforesaid.

     

    4.5.          Role
      of Issuer.  Each Revolving Credit Lender
      and each Borrower agree that, in paying any drawing under a Letter of Credit,
      the L/C Issuer shall not have any responsibility to obtain any document (other
      than any sight draft, certificates and documents expressly required by the
      Letter of Credit) or to ascertain or inquire as to the validity or accuracy
      of
      any such document or the authority of the Person executing or delivering any
      such document.  None of the L/C Issuer, the Administrative Agent, any
      of their respective Related Parties nor any correspondent, participant or
      assignee of the L/C Issuer shall be liable to any Lender for (i) any action
      taken or omitted in connection herewith at the request or with the approval
      of
      the Lenders or the Required Lenders, as applicable; (ii) any action taken or
      omitted in the absence of gross negligence or willful misconduct; or (iii)
      the
      due execution, effectiveness, validity or enforceability of any document or
      instrument related to any Letter of Credit or Issuer Document.  Each
      Borrower hereby assumes all risks of the acts or omissions of any beneficiary
      or
      transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude
      any Borrower’s pursuing such rights and remedies as it may have against the
      beneficiary or transferee at law or under any other agreement.  None
      of the L/C Issuer, the Administrative Agent, any of their respective Related
      Parties nor any correspondent, participant or assignee of the L/C Issuer shall
      be liable or responsible for any of the matters described in §4.4;
provided, however, that anything in such clauses to the contrary
      notwithstanding, the Borrowers may have a claim against the L/C Issuer, and
      the
      L/C Issuer may be liable to the Borrowers, to the extent, but only to the
      extent, of any direct, as opposed to consequential or exemplary, damages
      suffered by the Borrowers which the Borrowers prove were caused by the L/C
      Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful
      failure to pay under any Letter of Credit after the presentation to it by the
      beneficiary of a sight draft and certificate(s) strictly complying with the
      terms and conditions of a Letter of Credit.  In furtherance and not in
      limitation of the foregoing, the L/C Issuer may accept documents that appear
      on
      their face to be in order, without responsibility for further investigation,
      regardless of any notice or information to the contrary, and the L/C Issuer
      shall not be responsible for the validity or sufficiency of any instrument
      transferring or assigning or purporting to transfer or assign a Letter of Credit
      or the rights or benefits thereunder or proceeds thereof, in whole or in part,
      which may prove to be invalid or ineffective for any reason.

     

    
      
        
        

      

      
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    4.6.          Letter
      of Credit Fees.  Each Borrower agrees to
      pay to the Administrative Agent in respect of each Letter of Credit the
      following fees (each, a "Letter of Credit Fee") computed for the period
      from and including the date of issuance, extension or amendment of such Letter
      of Credit to the expiry date of such Letter of Credit equal to the Applicable
      Margin per annum with respect to Letter of Credit Fees of the maximum amount
      available to be drawn under such Letter of Credit, which shall be for the
      accounts of the Revolving Credit Lenders in accordance with their respective
      Commitment Percentages.  Such Letter of Credit Fees shall be payable
      quarterly in arrears on the first Business Day of each calendar quarter (or
      portion thereof) for the immediately preceding calendar quarter and on the
      Maturity Date.  In addition, each Borrower agrees to pay a fronting
      fee at the rate per annum specified in the Fee Letter of the maximum amount
      available to be drawn under such Letter of Credit, which shall be for the
      account of the L/C Issuer and which shall be payable quarterly in arrears on
      the
      first Business Day of each calendar quarter (or portion thereof) for the
      immediately preceding calendar quarter and on the Maturity Date.  In
      respect of each Letter of Credit, each Borrower shall also pay to the L/C Issuer
      for the L/C Issuer's own account, at such other time or times as such charges
      are customarily made by the L/C Issuer, the L/C Issuer's customary issuance,
      amendment, negotiation or document examination and other administrative fees
      as
      in effect from time to time.  Such customary fees and standard costs
      and charges are due and payable on demand and are nonrefundable.

     

    4.7.          Cash
      Collateral.  Upon the request of the
      Administrative Agent, (i) if the L/C Issuer has honored any full or partial
      drawing request under any Letter of Credit and such drawing has resulted in
      an
      L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any
      L/C
      Obligation for any reason remains outstanding, each Borrower shall, in each
      case, immediately Cash Collateralize the then Maximum Drawing Amount and any
      Unpaid Reimbursement Obligations in respect of Letters of Credit issued for
      the
      account of such Borrower or its Subsidiary.  Sections 3.2, 4.2(b),
      4.2(c) and 13.1 set forth certain additional requirements to deliver Cash
      Collateral hereunder.  For purposes of this §4.7 and §§3.2, 4.2(b),
      4.2(c) and 13.1, “Cash Collateralize” means to pledge and deposit with or
      deliver to the Administrative Agent, for the benefit of the L/C Issuer and
      the
      Lenders, as collateral for the Maximum Drawing Amount and any Unpaid
      Reimbursement Obligations, cash or deposit account balances pursuant to
      documentation in form and substance satisfactory to the Administrative Agent
      and
      the L/C Issuer (which documents are hereby consented to by the
      Lenders).  Derivatives of such term have corresponding
      meanings.  Each Borrower hereby grants to the Administrative Agent,
      for the benefit of the L/C Issuer and the Lenders, a security interest in all
      such cash, deposit accounts and all balances therein and all proceeds of the
      foregoing.  Cash Collateral shall be maintained in blocked,
      non-interest bearing deposit accounts at Bank of America.

     

    4.8.          Conflict
      with Issuer Documents.  In the event of
      any conflict between the terms hereof and the terms of any Issuer Document,
      the
      terms hereof shall control.

     


    
      
        
        

      

      
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    4.9.          Letters
      of Credit Issued for Subsidiaries. Notwithstanding
      that a Letter of Credit issued or outstanding hereunder is in support of any
      obligations of, or is for the account of, a Subsidiary of CAI (other than CAI
      Barbados), CAI shall be obligated to reimburse the L/C Issuer hereunder for
      any
      and all drawings under such Letter of Credit and such Letters of credit shall
      be
      deemed Letters of Credit issued for the account of CAI for the purposes of
      this
      Agreement.  Each Borrower hereby acknowledges that the issuance of
      Letters of Credit for the account of Subsidiaries inures to the benefit of
      such
      Borrower, and that such Borrower’s business derives substantial benefits from
      the businesses of such Subsidiaries.

     

    4.10.        Replacement
      of L/C Issuer. The Borrowers may from time to
      time, upon not less than fifteen (15) Business Days' notice from the Borrowers
      to the Administrative Agent (or such shorter period as may be agreed by the
      Administrative Agent), replace a previously designated L/C Issuer by designating
      another Lender as L/C Issuer (upon obtaining such Revolving Credit Lender's
      prior written consent thereto and, provided that there are no outstanding
      Letters of Credit issued by, or obligations owing to, the L/C Issuer being so
      replaced).  Any such designation shall be subject to the approval of
      the Administrative Agent (such approval not to be unreasonably withheld or
      delayed).  The Administrative Agent will promptly notify the Borrowers
      and the Lenders of any designation and approval of a replacement L/C
      Issuer.  Upon any such approval of an L/C Issuer by the Administrative
      Agent and delivery by such replacement L/C Issuer to the Administrative Agent
      of
      contact information and such other information regarding such replacement L/C
      Issuer as the Administrative Agent may reasonably request, such Lender shall
      be
      the “L/C Issuer” issuer for the purposes hereof, and references to the L/C
      Issuers shall mean and include such Lender in its capacity as L/C
      Issuer.  For the avoidance of doubt, if any L/C Issuer is replaced by
      the Borrower with another L/C Issuer, the L/C Issuer so replaced shall retain
      all the rights, powers, privileges and duties of the L/C Issuer hereunder with
      respect to all Letters of Credit outstanding as of the effective date of its
      replacement as L/C Issuer and all Letters of Credit and Reimbursement
      Obligations with respect thereto (including the right to require the Lenders
      to
      make Base Rate Loans or fund risk participations in Unpaid Reimbursement
      Obligations pursuant to this §4).

     

    5. CERTAIN
      GENERAL PROVISIONS.

     

    5.1.          Fees.  Each
      Borrower agrees to pay the fees in the amounts and on the terms and conditions
      set forth in the Fee Letter.

     

    5.2.          Funds
      for Payments.

     

    5.2.1. Payments
      to Administrative Agent.  All payments
      of principal, interest, Reimbursement Obligations, fees and any other amounts
      due hereunder or under any of the other Loan Documents shall be made on the
      due
      date thereof to the Administrative Agent in Dollars, for the respective accounts
      of the Lenders and/or the Administrative Agent, the L/C Issuer or the Swing
      Line
      Lender, as the case may be, at the Administrative Agent's Office or at such
      other place that the Administrative Agent may from time to time designate,
      in
      each case at or about 11:00 a.m. (Boston, Massachusetts, time or other local
      time at the place of payment) and in immediately available funds.

     

    5.2.2. No
      Offset, etc.  All payments by any
      Borrower hereunder and under any of the other Loan Documents shall be made
      without recoupment, setoff or counterclaim and free and clear of and without
      deduction for any taxes, levies, imposts, duties, charges, fees, deductions,
      withholdings, compulsory loans, restrictions or conditions of any nature now
      or
      hereafter imposed or levied by any jurisdiction or any political subdivision
      thereof or taxing or other authority therein unless such Borrower is compelled
      by law to make such deduction or withholding.  If any such obligation
      is imposed upon any Borrower with respect to any amount payable by it hereunder
      or under any of the other Loan Documents, such Borrower will pay to the
      Administrative Agent, for the account of the Lenders or (as the case may be)
      the
      Administrative Agent, on the date on which such amount is due and payable
      hereunder or under such other Loan Document, such additional amount in Dollars
      as shall be necessary to enable the Lenders or the Administrative Agent to
      receive the same net amount which the Lenders or the Administrative Agent would
      have received on such due date had no such obligation been imposed upon the
      Borrowers.  Each Borrower will deliver promptly to the Administrative
      Agent certificates or other valid vouchers for all taxes or other charges
      deducted from or paid with respect to payments made by such Borrower hereunder
      or under such other Loan Document.  Each Lender claiming any
      additional amounts payable under this §5.2.2 agrees to use reasonable efforts
      (consistent with legal and regulatory restrictions) to execute and deliver
      all
      such documents and instruments as the Borrowers shall reasonably request or
      to
      change the jurisdiction of its applicable lending office if the execution of
      such documents or the making of such a change would avoid the need for or
      substantially reduce the amount of additional amounts which would thereafter
      accrue and would not, in the sole and absolute determination of such Lender,
      be
      otherwise disadvantageous to such Lender, which determination by such Lender
      shall be conclusive.  No Borrower shall be liable for taxes paid by
      the Administrative Agent or any Lender that are based upon the Administrative
      Agent’s or such Lender’s net income or for any withholdings required to be made
      pursuant to applicable law that are credited against taxes based on the
      Administrative Agent’s or such Lender’s net income.

     

    
      
        
        

      

      
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    5.2.3. Non-U.S.
      Lenders.  Each Lender and the Administrative Agent that
      is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal
      income tax purposes (a "Non-U.S.Lender") hereby agrees that, if
      and to the extent it is legally able to do so, it shall, prior to the date
      of
      the first payment by the Borrowers hereunder to be made to such Lender or the
      Administrative Agent or for such Lender's or the Administrative Agent's account,
      deliver to the Borrowers and the Administrative Agent, as applicable, such
      certificates, documents or other evidence, as and when required by the Code
      or
      Treasury Regulations issued pursuant thereto, including (a) in the case of
      a
      Non-U.S. Lender that is a "bank" for purposes of Section 881(c)(3)(A) of the
      Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN
      or
      Form W-8ECI and any other certificate or statement of exemption required by
      Treasury Regulations, or any subsequent versions thereof or successors thereto,
      properly completed and duly executed by such Lender or the Administrative Agent
      establishing that with respect to payments of principal, interest or fees
      hereunder it is (i) not subject to United States federal withholding tax under
      the Code because such payment is effectively connected with the conduct by
      such
      Lender or Administrative Agent of a trade or business in the United States
      or
      (ii) totally exempt or partially exempt from United States federal withholding
      tax under a provision of an applicable tax treaty and (b) in the case of a
      Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of
      the
      Code, a certificate in form and substance reasonably satisfactory to the
      Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S.
      Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, is
      not
      subject to regulatory or other legal requirements as a bank in any jurisdiction,
      and has not been treated as a bank for purposes of any tax, securities law
      or
      other filing or submission made to any governmental authority, any application
      made to a rating agency or qualification for any exemption from any tax,
      securities law or other legal requirements, (ii) is not a ten (10) percent
      shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not
      a
      controlled foreign corporation receiving interest from a related person for
      purposes of Section 881(c)(3)(C) of the Code, together with a properly completed
      Internal Revenue Service Form W-8 or W-9, as applicable (or successor
      forms).  Each Lender or the  Administrative Agent agrees
      that it shall, promptly upon a change of its lending office or the selection
      of
      any additional lending office, to the extent the forms previously delivered
      by
      it pursuant to this section are no longer effective, and promptly upon the
      Borrowers' or the Administrative Agent's reasonable request after the occurrence
      of any other event (including the passage of time) requiring the delivery of
      a
      Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement
      of
      the forms previously delivered, deliver to the Borrowers and the Administrative
      Agent, as applicable, if and to the extent it is properly entitled to do so,
      a
      properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9,
      as
      applicable (or any successor forms thereto).

     

    
      
        
        

      

      
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    5.3.          Computations.  All
      computations of interest for Base Rate Loans and Swing Line Loans when the
      Base
      Rate is determined by Bank of America’s “prime rate” shall be made on the basis
      of a year of 365 or 366 days, as the case may be, and actual days
      elapsed.  All other computations of fees and interest shall be made on
      the basis of a 360-day year and actual days elapsed (which results in more
      fees
      or interest, as applicable, being paid than if computed on the basis of a
      365-day year).  Except as otherwise provided in the definition of the
      term "InterestPeriod" with respect to Eurodollar Rate Loans,
      whenever a payment hereunder or under any of the other Loan Documents becomes
      due on a day that is not a Business Day, the due date for such payment shall
      be
      extended to the next succeeding Business Day, and interest shall accrue during
      such extension.  The outstanding amount of the Revolving Credit Loans
      as reflected on the Revolving Credit Note Records from time to time shall be
      considered correct and binding on the Borrowers unless within five (5) Business
      Days after receipt of any notice by the Administrative Agent or any of the
      Lenders of such outstanding amount, the Administrative Agent or such Lender
      shall notify the Borrowers to the contrary.  

     

    5.4.          Inability
      to Determine Eurodollar Rate.  In the
      event, prior to the commencement of any Interest Period relating to any
      Eurodollar Rate Loan, the Administrative Agent shall reasonably determine or
      be
      notified by the Required Lenders that (a) adequate and reasonable methods do
      not
      exist for ascertaining the Eurodollar Rate that would otherwise determine the
      rate of interest to be applicable to any Eurodollar Rate Loan during any
      Interest Period or (b) the Eurodollar Rate determined or to be determined for
      such Interest Period will not adequately and fairly reflect the cost to the
      Lenders of making or maintaining their Eurodollar Rate Loans during such period,
      the Administrative Agent shall forthwith give notice of such determination
      (which shall be conclusive and binding on the Borrowers and the Lenders) to
      the
      Borrowers and the Lenders.  In such event (i) any Loan Request or
      Conversion Request with respect to Eurodollar Rate Loans shall be automatically
      withdrawn and shall be deemed a request for Base Rate Loans, (ii) each
      Eurodollar Rate Loan will automatically, on the last day of the then current
      Interest Period relating thereto, become a Base Rate Loan, and (iii) the
      obligations of the Lenders to make Eurodollar Rate Loans shall be suspended
      until the Administrative Agent determines that the circumstances giving rise
      to
      such suspension no longer exist, whereupon the Administrative Agent shall so
      notify the Borrowers and the Lenders.

     

    5.5.          Illegality.  Notwithstanding
      any other provisions herein, if any present or future law, regulation, treaty
      or
      directive or the interpretation or application thereof shall make it unlawful
      for any Lender to make or maintain Eurodollar Rate Loans, such Lender shall
      forthwith give notice of such circumstances to the Borrowers and the other
      Lenders and thereupon (a) the commitment of such Lender to make Eurodollar
      Rate
      Loans or convert Base Rate Loans to Eurodollar Rate Loans shall forthwith be
      suspended and (b) such Lender's Revolving Credit Loans then outstanding as
      Eurodollar Rate Loans, if any, shall be converted automatically to Base Rate
      Loans on the last day of each Interest Period applicable to such Eurodollar
      Rate
      Loans or within such earlier period as may be required by law.  Each
      Borrower hereby agrees promptly to pay the Administrative Agent for the account
      of such Lender, upon demand by such Lender, any additional amounts necessary
      to
      compensate such Lender for any costs incurred by such Lender in making any
      conversion in accordance with this §5.5, including any interest or fees payable
      by such Lender to lenders of funds obtained by it in order to make or maintain
      its Eurodollar Rate Loans hereunder.

     

    
      
        
        

      

      
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    5.6.          Additional
      Costs, etc.  If any Change in Law, which
      expression, as used herein, includes statutes, rules and regulations thereunder
      and interpretations thereof by any competent court or by any governmental or
      other regulatory body or official charged with the administration or the
      interpretation thereof and requests, directives, instructions and notices at
      any
      time or from time to time hereafter made upon or otherwise issued to any Lender
      or the Administrative Agent by any central bank or other fiscal, monetary or
      other authority (whether or not having the force of law), shall:

     

    (a)           subject
      any Lender or the Administrative Agent to any tax, levy, impost, duty, charge,
      fee, deduction or withholding of any nature with respect to this Credit
      Agreement, the other Loan Documents, any Letters of Credit, such Lender's
      Commitment or the Revolving Credit Loans (other than taxes based upon or
      measured by the income or profits of such Lender or the Administrative Agent
      or
      withholdings in connection with such taxes), or

     

    (b)           materially
      change the basis of taxation (except for changes in taxes on income or profits)
      of payments to any Lender of the principal of or the interest on any Revolving
      Credit Loans, Swing Line Loans or any other amounts payable to any Lender or
      the
      Administrative Agent under this Credit Agreement or any of the other Loan
      Documents, or

     

    (c)           impose
      or increase or render applicable (other than to the extent specifically provided
      for elsewhere in this Credit Agreement) any special deposit, reserve (other
      than
      reserves included within the definition of Eurocurrency Reserve Rate),
      assessment, liquidity, capital adequacy or other similar requirements (whether
      or not having the force of law) against assets held by, or deposits in or for
      the account of, or loans by, or letters of credit issued by, or commitments
      of
      an office of any Lender, or

     

    (d)           impose
      on any Lender or the Administrative Agent any other conditions or requirements
      with respect to this Credit Agreement, the other Loan Documents, any Letters
      of
      Credit, the Swing Line Loans, the Revolving Credit Loans, such Lender's
      Commitment, or any class of loans, letters of credit or commitments of which
      any
      of the Revolving Credit Loans or such Lender's Commitment forms a part, and
      the
      result of any of the foregoing is

     

    
      
        
        

      

      
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    (i)            to
      increase the cost to any Lender of making, funding, issuing, renewing, extending
      or maintaining any of the Revolving Credit Loans, Swing Line Loans or such
      Lender's Commitment or any Letter of Credit, or

     

    (ii)           to
      reduce the amount of principal, interest, Reimbursement Obligation or other
      amount payable to such Lender or the Administrative Agent hereunder on account
      of such Lender's Commitment, any Letter of Credit, any of the Swing Line Loans
      or any of the Revolving Credit Loans, or

     

    (iii)          to
      require such Lender or the Administrative Agent to make any payment or to forego
      any interest or Reimbursement Obligation or other sum payable hereunder, the
      amount of which payment or foregone interest or Reimbursement Obligation or
      other sum is calculated by reference to the gross amount of any sum receivable
      or deemed received by such Lender or the Administrative Agent from the Borrowers
      hereunder,

     

    then,
      and
      in each such case, the applicable Borrower will, upon demand made by such Lender
      or (as the case may be) the Administrative Agent at any time and from time
      to
      time and as often as the occasion therefor may arise, pay to such Lender or
      the
      Administrative Agent such additional amounts as will be sufficient to compensate
      such Lender or the Administrative Agent for such additional cost, reduction,
      payment or foregone interest or Reimbursement Obligation or other
      sum.

     

    5.7.          Capital
      Adequacy.  If after the date hereof any
      Lender or the Administrative Agent determines that any Change in Law affecting
      such Lender or the L/C Issuer or any lending office of such Lender or such
      Lender’s or the L/C Issuer’s holding company, if any, regarding capital
      requirements or capital adequacy has or would have the effect of reducing the
      return on such Lender's or the Administrative Agent's commitment with respect
      to
      any Revolving Credit Loans, Letters of Credit or any other amounts hereunder
      to
      a level below that which such Lender or the Administrative Agent could have
      achieved but for such Change in Law (taking into consideration such Lender's
      or
      the Administrative Agent's then existing policies with respect to capital
      adequacy and assuming full utilization of such entity's capital) by any amount
      deemed by such Lender or (as the case may be) the Administrative Agent to be
      material, then such Lender or the Administrative Agent may notify the Borrowers
      of such fact.  To the extent that the amount of such reduction in the
      return on capital is not reflected in the Base Rate, the Borrowers and such
      Lender shall thereafter attempt to negotiate in good faith, within thirty (30)
      days of the day on which the Borrowers receive such notice, an adjustment
      payable hereunder that will adequately compensate such Lender in light of these
      circumstances.  If the Borrowers and such Lender are unable to agree
      to such adjustment within thirty (30) days of the date on which the Borrowers
      receive such notice, then commencing on the date of such notice (but not earlier
      than the effective date of any such increased capital requirement), the fees
      payable hereunder shall increase by an amount that will, in such Lender's
      reasonable determination, provide adequate compensation.  Each Lender
      shall allocate such cost increases among its customers in good faith and on
      an
      equitable basis.

     

    5.8.          Certificate.  A
      certificate setting forth any additional amounts payable pursuant to §5.6 or 5.7
      and a brief explanation of such amounts which are due, submitted by any Lender
      or the Administrative Agent to the relevant Borrower, shall be conclusive,
      absent manifest error, that such amounts are due and owing.

     

    
      
        
        

      

      
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    5.9.          Indemnity.  Each
      Borrower agrees to indemnify each Lender and to hold each Lender harmless from
      and against any loss, cost or expense (including loss of anticipated profits)
      that such Lender may sustain or incur as a consequence of (a) default by the
      Borrowers in payment of the principal amount of or any interest on any
      Eurodollar Rate Loans as and when due and payable, including any such loss
      or
      expense arising from interest or fees payable by such Lender to banks of funds
      obtained by it in order to maintain its Eurodollar Rate Loans, (b) default
      by
      the Borrowers in making a borrowing or conversion after the Borrowers have
      given
      (or is deemed to have given) a Loan Request or a Conversion Request relating
      thereto in accordance with §2.6 or §2.7 or (c) the making of any payment of a
      Eurodollar Rate Loan or the making of any conversion of any such Revolving
      Credit Loan to a Base Rate Loan on a day that is not the last day of the
      applicable Interest Period with respect thereto, including interest or fees
      payable by such Lender to lenders of funds obtained by it in order to maintain
      any such Revolving Credit Loans.

     

    5.10.       
      Interest After Default.

     

    5.10.1. Overdue
      Amounts.  Overdue principal and (to the
      extent permitted by applicable law) interest on the Revolving Credit Loans,
      the
      Swing Line Loans and all other overdue amounts payable hereunder or under any
      of
      the other Loan Documents shall bear interest from the due date compounded
      monthly and payable on demand at a rate per annum equal to two percent (2%)
      above the rate of interest then applicable thereto (or, if no rate of interest
      is then applicable thereto, the Base Rate) until such amount shall be paid
      in
      full (after as well as before judgment).  An amount shall be
      considered overdue hereunder if not paid on the date fixed for payment herein
      or
      any accelerated maturity thereof, regardless of any grace periods which may
      be
      permitted under §13.1 (a) or (b) hereof.

     

    5.10.2. Amounts
      Not Overdue.  During the continuance of
      an Event of Default the principal of the Revolving Credit Loans
      shall, until such Event of Default has been cured or remedied or such Event
      of
      Default has been waived by the Required Lenders pursuant to §16.12, bear
      interest at a rate per annum equal to the greater of (a) two percent (2%) above
      the rate of interest otherwise applicable to such Revolving Credit
      Loans, as the case may be, pursuant to §2.5 or (b) the rate of interest
      applicable to overdue principal pursuant to §5.10.1.

     

    5.11.        Limitation
      on Certain Obligations of CAI
      Barbados.  Notwithstanding any other
      provision hereof, (a) no inference shall be drawn from the provisions hereof
      that CAI Barbados guaranties any of the obligations or the performance of the
      covenants of CAI hereunder, and (b) CAI Barbados (i) shall only be liable for
      its pro rata share (based upon the proportion that the assets of CAI
      Barbados included in the Borrowing Base bears to the Borrowing Base) of the
      Commitment Fee, any other fees (other than the fees referred to in clause (ii)
      below) or any expenses and indemnification obligations (other than
      indemnification obligations referred to in clause (iii) below) payable hereunder
      or the other Loan Documents, (ii) shall only be liable for Letter of Credit
      Fees
      and other fees under §4.6 which arise from Letters of Credit issued, extended or
      renewed for the account of CAI Barbados, (iii) shall only be liable for
      indemnification costs under §5.9 which arise from Revolving Credit Loans made to
      CAI Barbados and (iv) shall have no liability for Revolving Credit Loans made
      to
      CAI under this Agreement.

     

    
      
        
        

      

      
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    6. COLLATERAL
      SECURITY AND GUARANTIES.

     

    6.1.          Security
      of Borrowers and Guarantors.  The
      Obligations shall be secured by a perfected first priority security interest
      (subject only to Permitted Liens that are entitled to priority under applicable
      law) in all of the assets of the Borrowers and the Guarantors constituting
      Collateral (which shall include, without limitation, all Eligible Containers,
      Eligible Chassis, Direct Finance Lease Receivables, and all products and
      proceeds thereof), whether now owned or hereafter acquired, and a pledge of
      100%
      of the Capital Stock of each of CAI’s Subsidiaries (or, in the case of a
      non-Guarantor Subsidiary that is a “controlled foreign corporation” under
      Section 957 of the Code, 66% of the Capital Stock of each such first-tier
      foreign non-Guarantor Subsidiary), in each case pursuant to the terms of, and
      as
      provided in, the Security Documents to which such Borrower or such Guarantor
      is
      a party.  Notwithstanding anything to the contrary in this §6.1, a
      non-Guarantor Foreign Subsidiary of CAI which is formed as a special purpose
      entity in connection with a secured financing transaction which is without
      recourse to CAI or any of its other Subsidiaries or any of their assets shall
      not be subject to the Capital Stock pledge requirements of this
§6.1.

     

    6.2.          Guaranties
      of Subsidiaries.  The Obligations of CAI
      Barbados shall be guaranteed by CAI pursuant to the terms of the Guaranty
      contained in §17.  The Obligations shall also be guaranteed by the
      Guarantors pursuant to the terms of the Guaranty.

     

    6.3.          Release
      of Collateral.

     

    The
      parties hereto acknowledge and agree that the Administrative Agent shall (and
      is
      hereby authorized to) release its Lien on Collateral upon a request for such
      release by the applicable Borrower or Guarantor (a) in connection with a
      disposition of such Collateral permitted by this Agreement (including, without
      limitation, §9.5.2) and (b) at other times, so long as prior to any such release
      (i) the Borrowers submit a Borrowing Base Report demonstrating that, after
      giving pro forma effect to any such requested release of Collateral,(A)
      the sum of the outstanding amount of the Revolving Credit Loans plus the
      Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the
      outstanding amount of Swing Line Loans shall not exceed the lesser of (I) the
      Total Commitment at such time and (II) the Borrowing Base at such time and
      (B)
      the sum of the outstanding amount of the CAI Revolving Credit Loans plus
      the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect
      of Letters of Credit issued for the account of CAI plus the outstanding
      amount of Swing Line Loans made to CAI shall not exceed the lesser of (I) the
      Total Commitment at such time and (II) the Domestic Borrowing Base at such
      time
      and (ii) no Default or Event of Default exists or would arise after giving
      effect to any such release.

     

    7. REPRESENTATIONS
      AND WARRANTIES.

     

    Each
      of
      CAI (for itself and each of its Subsidiaries) and CAI Barbados (for itself)
      represents and warrants to the Lenders and the Administrative Agent as
      follows:

     

    7.1.          Corporate
      Authority.

     

    7.1.1. Incorporation;
      Good Standing.  Such Borrower and its
      Subsidiaries (a) is a corporation (or similar business entity) duly organized,
      validly existing and in good standing under the laws of its jurisdiction of
      incorporation or formation, (b) has all requisite corporate (or the equivalent
      company) power to own its property and conduct its business as now conducted
      and
      as presently contemplated, and (c) is in good standing as a foreign corporation
      (or similar business entity) and is duly authorized to do business in each
      jurisdiction where such qualification is necessary except where a failure to
      be
      so qualified would not have a Material Adverse Effect.

     

    
      
        
        

      

      
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    7.1.2. Authorization.  The
      execution, delivery and performance of this Credit Agreement and the other
      Loan
      Documents to which such Borrower or any of its Subsidiaries are or are to become
      a party and the transactions contemplated hereby and thereby (a) are within
      the
      corporate (or the equivalent company) authority of such Person, (b) have been
      duly authorized by all necessary corporate (or the equivalent company)
      proceedings, (c) do not and will not conflict with or result in any breach
      or
      contravention of any provision of law, statute, rule or regulation to which
      such
      Borrower or any of its Subsidiaries is subject or any judgment, order, writ,
      injunction, license or permit applicable to such Borrower or any of its
      Subsidiaries and (d) do not conflict with any provision of the Governing
      Documents of, or any agreement or other instrument binding upon, any Borrower
      or
      any of its Subsidiaries.

     

    7.1.3. Enforceability.  The
      execution and delivery of this Credit Agreement and the other Loan Documents
      to
      which such Borrower or any of its Subsidiaries is or is to become a party will
      result in valid and legally binding obligations of such Person enforceable
      against it in accordance with the respective terms and provisions hereof and
      thereof, except as enforceability is limited by bankruptcy, insolvency,
      reorganization, moratorium or other laws relating to or affecting generally
      the
      enforcement of creditors' rights and except to the extent that availability
      of
      the remedy of specific performance or injunctive relief is subject to the
      discretion of the court before which any proceeding therefor may be
      brought.

     

    7.2.          Governmental
      or Third Party Approvals.  The
      execution, delivery and performance by such Borrower and any of its Subsidiaries
      of this Credit Agreement and the other Loan Documents to which such Person
      is or
      is to become a party and the transactions contemplated hereby and thereby do
      not
      require (x) the approval or consent of, or filing with, any governmental agency
      or authority other than those already obtained or (y) the approval or consent
      of, or filing with, any party with whom such Borrower or its Subsidiary have
      entered into material agreements and/or instruments by which such Borrower,
      its
      Subsidiary or any of its respective properties may be bound, other than those
      already obtained.

     

    7.3.          Title
      to Properties; Leases.  Except as
      indicated on Schedule7.3 hereto, CAI and its Subsidiaries own all
      of the assets reflected in the consolidated balance sheet of the CAI and its
      Subsidiaries as at the Balance Sheet Date or acquired since that date (except
      property and assets sold or otherwise disposed of in the ordinary course of
      business since that date), subject to no Liens or other rights of others, except
      Permitted Liens.

     

    7.4.          Financial
      Statements and Projections.

     

    7.4.1. 
      Fiscal Year.  CAI and each of
      its Subsidiaries has a fiscal (or financial) year which is the twelve months
      ending on December 31st of each
      calendar
      year.

     

    7.4.2. Financial
      Statements.

     

    
      
        
        

      

      
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    There
      has
      been furnished to each of the Lenders a consolidated balance sheet of CAI and
      its Subsidiaries as at the Balance Sheet Date, and a consolidated statement
      of
      income of CAI and its Subsidiaries for the fiscal year then ended, certified
      by
      KPMG LLP, and management-prepared consolidated balance sheets and statements
      of
      income of CAI and its Subsidiaries as at the end of each fiscal quarter after
      the Balance Sheet Date and prior to the Closing Date.  Such balance
      sheets and statements of income have been prepared in accordance with GAAP
      and
      fairly present the financial condition of CAI and its Subsidiaries as at the
      close of business on the respective dates thereof and the results of operations
      for the fiscal periods then ended; provided that such balance sheet and
      statement of income remain subject to normal year-end adjustments and lack
      of
      footnotes and other presentation items.  There are no contingent
      liabilities of CAI or any of its Subsidiaries as of such date involving material
      amounts, known to the officers of the CAI, which were not disclosed in such
      balance sheets and the notes related thereto.

     

    7.4.3.Projections.  The
      projections of the annual operating budgets of CAI and its Subsidiaries on
      a
      consolidated basis, balance sheets and cash flow statements for the 2007 to
      2010
      fiscal years, copies of which have been delivered to each Lender,
      disclose all major assumptions made with respect to general economic, financial
      and market conditions used in formulating such projections.  To the
      knowledge of CAI and its Subsidiaries, no facts exist that (individually or
      in
      the aggregate) would result in any material change in any of such
      projections.  The projections are based upon reasonable estimates and
      assumptions, have been prepared on the basis of the assumptions stated therein
      and reflect the reasonable estimates of CAI and its Subsidiaries of the results
      of operations and other information projected therein.

     

    7.5.          No
      Material Adverse Changes, etc.  Since the Balance Sheet
      Date there has been no event or occurrence which has had or would result in
      a
      Material Adverse Effect.  Since the Balance Sheet Date, neither such
      Borrower nor its Subsidiaries have made any Restricted Payment other than
      Restricted Payments permitted under §9.4.

     

    7.6.          Franchises,
      Patents, Copyrights, etc.  CAI and each of its
      Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
      names, licenses and permits, and rights in respect of the foregoing, adequate
      for the conduct of its business substantially as now conducted without known
      conflict with any rights of others.

     

    7.7.          Litigation.  Except
      as set forth in Schedule7.7 hereto, there are no actions, suits,
      proceedings, claims or disputes pending or, to the knowledge of such Borrower
      after due and diligent investigation, threatened or contemplated at law, in
      equity or before any Governmental Authority, by or against CAI or any of its
      Subsidiaries or against any of their properties or revenues, that (a) if
      adversely determined, might, either in any case or in the aggregate, after
      taking into account the merit of such actions, suits, proceedings, claims or
      disputes, (i) have a Material Adverse Effect or (ii) materially impair the
      right
      of CAI and its Subsidiaries, considered as a whole, to carry on business
      substantially as now conducted by them, or result in any substantial liability
      not adequately covered by insurance, or for which adequate reserves are not
      maintained on the consolidated balance sheet of CAI and its Subsidiaries, or
      (b)
      would question the validity of this Credit Agreement or any of the other Loan
      Documents, or any action taken or to be taken pursuant hereto or
      thereto.

     

    7.8.          No
      Materially Adverse Contracts, etc.  Neither such Borrower
      nor any of its Subsidiaries is subject to any Governing Document or other legal
      restriction, or any judgment, decree, order, law, statute, rule or regulation
      that has or is expected in the future to have a Material Adverse
      Effect.  Neither any Borrower nor any of its Subsidiaries is a party
      to any contract or agreement that has or is expected, in the judgment of the
      Borrowers' officers, to have any Material Adverse Effect.

     

    
      
        
        

      

      
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    7.9.          Compliance
      with Other Instruments, Laws, etc.  Neither such Borrower
      nor any of its Subsidiaries is in violation of any provision of its Governing
      Documents, or any agreement or instrument to which it may be subject or by
      which
      it or any of its properties may be bound or any decree, order, judgment,
      statute, license, rule or regulation, in any of the foregoing cases in a manner
      that could result in the imposition of substantial penalties or have a Material
      Adverse Effect.

     

    7.10.        Tax
      Status.  CAI and its Subsidiaries (a) have made or filed
      all federal, state and foreign income and all other tax returns, reports and
      declarations required by any jurisdiction to which any of them is subject, (b)
      have paid all taxes and other governmental assessments and charges shown or
      determined to be due on such returns, reports and declarations, except those
      being contested in good faith and by appropriate proceedings and (c) have set
      aside on their books provisions reasonably adequate for the payment of all
      taxes
      for periods subsequent to the periods to which such returns, reports or
      declarations apply.  There are no unpaid taxes in any material amount
      claimed to be due by the taxing authority of any jurisdiction, and none of
      the
      officers of such Borrower know of any basis for any such claim.

     

    7.11.        No
      Event of Default.  No Default or Event of Default has
      occurred and is continuing.

     

    7.12.        Holding
      Company and Investment Company Acts.  Neither any
      Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary
      company" of a "holding company", or an "affiliate" of a "holding company",
      as
      such terms are defined in the Public Utility Holding Company Act of 2005;
      neither any Borrower nor any of its Subsidiaries is subject to regulation as
      a
      "public utility" under the Federal Power Act, as amended; nor is it an
      "investmentcompany", or an "affiliatedcompany" or a
      "principalunderwriter" of an "investmentcompany", as
      such terms are defined in the Investment Company Act of 1940.

     

    7.13.        Absence
      of Financing Statements, etc.  Except with respect to
      Permitted Liens, there is no financing statement, security agreement, chattel
      mortgage, real estate mortgage or other document filed or recorded with any
      filing records, registry or other public office, that purports to cover, affect
      or give notice of any present or possible future Lien on any assets or property
      of CAI or any of its Subsidiaries or any rights relating thereto.

     

    7.14.        Perfection
      of Security Interest.  All filings, assignments, pledges
      and deposits of documents or instruments have been made and all other actions
      have been taken that are necessary or advisable, under applicable law, to
      establish and perfect the Administrative Agent's security interest in the
      Collateral.  The Collateral and the Administrative Agent's rights with
      respect to the Collateral are not subject to any setoff, claims, withholdings
      or
      other defenses.  Each of the Borrowers and the Guarantors are the
      owners of the Collateral owned by it free from any Lien, except for Permitted
      Liens.

     

    7.15.        Certain
      Transactions.  Except for arm's length transactions
      pursuant to which CAI or any of its Subsidiaries make payments in the ordinary
      course of business upon terms no less favorable than CAI or such Subsidiary
      could obtain from third parties and except pursuant to the terms of the
      documents described on Schedule 7.15 hereto, no Affiliate of any Borrower
      or any of its Subsidiaries is presently a party to any transaction with any
      Borrower or any of its Subsidiaries (other than for services as employees,
      officers and directors), including any contract, agreement or other arrangement
      providing for the furnishing of services to or by, providing for rental of
      real
      or personal property to or from, or otherwise requiring payments to or from
      any
      such Affiliate or, to the knowledge of the Borrowers, any corporation,
      partnership, trust or other entity in which any such Affiliate has a substantial
      interest or is an officer, director, trustee or partner.


    
      
        
        

      

      
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    7.16.        Employee
      Benefit Plans.

     

    7.16.1. 
      In General.  Each Employee
      Benefit Plan and each Guaranteed Pension Plan has been maintained and operated
      in compliance in all material respects with the provisions of ERISA and all
      Applicable Pension Legislation and, to the extent applicable, the Code,
      including but not limited to the provisions thereunder respecting prohibited
      transactions and the bonding of fiduciaries and other persons handling plan
      funds as required by §412 of ERISA.

     

    7.16.2. 
      Guaranteed Pension
      Plans.  Each contribution required to be made to a
      Guaranteed Pension Plan, whether required to be made to avoid the incurrence
      of
      an accumulated funding deficiency, the notice or lien provisions of §302(f) of
      ERISA, or otherwise, has been timely made.  No waiver of an
      accumulated funding deficiency or extension of amortization periods has been
      received with respect to any Guaranteed Pension Plan, and neither any Borrower
      nor any ERISA Affiliate is obligated to or has posted security in connection
      with an amendment to a Guaranteed Pension Plan pursuant to §307 of ERISA or
§401(a)(29) of the Code.  No liability to the PBGC (other than
      required insurance premiums, all of which have been paid) has been incurred
      by
      the Borrowers or any ERISA Affiliate with respect to any Guaranteed Pension
      Plan
      and there has not been any ERISA Reportable Event (other than an ERISA
      Reportable Event as to which the requirement of 30 days notice has been waived),
      or any other event or condition which presents a material risk of termination
      of
      any Guaranteed Pension Plan by the PBGC.  Based on the latest
      valuation of each Guaranteed Pension Plan (which in each case occurred within
      twelve months of the date of this representation), and on the actuarial methods
      and assumptions employed for that valuation, the aggregate benefit liabilities
      of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did
      not exceed the aggregate value of the assets of all such Guaranteed Pension
      Plans, disregarding for this purpose the benefit liabilities and assets of
      any
      Guaranteed Pension Plan with assets in excess of benefit
      liabilities.

     

    7.16.3. 
      Multiemployer Plans.  Neither
      any Borrower nor any ERISA Affiliate has incurred any material liability
      (including secondary liability) to any Multiemployer Plan as a result of a
      complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA
      or as a result of a sale of assets described in §4204 of
      ERISA.  Neither the Borrowers nor any ERISA Affiliate has been
      notified that any Multiemployer Plan is in reorganization or insolvent under
      and
      within the meaning of §4241 or §4245 of ERISA or is at risk of entering
      reorganization or becoming insolvent, or that any Multiemployer Plan intends
      to
      terminate or has been terminated under §4041A of ERISA.

     

    7.17.        Use
      of Proceeds.

     

    
      
        
        

      

      
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    7.17.1. 
      General.  The
      proceeds of the Revolving Credit Loans shall be used (a) to refinance the
      Indebtedness under the Existing Credit Agreement, (b) for working capital and
      general corporate purposes and (c) to fund Capital Expenditures permitted
      hereunder.  Such Borrower will obtain Letters of Credit solely for
      working capital and general corporate purposes.

     

    7.17.2. 
      Regulations U and
      X.  No portion of any Revolving Credit
      Loan is to be used, and no portion of any Letter of Credit is to be obtained,
      for the purpose of purchasing or carrying any "marginsecurity" or
      "marginstock" as such terms are used in Regulations U and X of the
      Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and
      224.

     

    7.18.        Environmental
      Compliance.  Such Borrower have taken all reasonable and
      necessary steps to investigate the past and present condition and usage of
      the
      Real Estate and the operations conducted thereon and, based upon such diligent
      investigation, has determined that:

     

    (a)           CAI
      and its Subsidiaries conduct in the ordinary course of business a review of
      the
      effect of existing Environmental Laws (as define below) and claims alleging
      potential liability or responsibility for violation of any Environmental Law
      on
      their respective businesses, operations and properties, and as a result thereof
      CAI and its Subsidiaries have reasonably concluded that such Environmental
      Laws
      and claims could not, individually or in the aggregate, reasonably be expected
      to have a Material Adverse Effect;

     

    (b)           such
      Borrowers, its Subsidiaries or any operator of the Real Estate or any operations
      thereon is not in violation, or alleged violation, of any judgment, decree,
      order, law, license, rule or regulation pertaining to environmental matters,
      including without limitation, those arising under the Resource Conservation
      and
      Recovery Act ("RCRA"), the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 as amended ("CERCLA"), the
      Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the
      Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control
      Act, or any state, local or foreign law, statute, regulation, ordinance, order
      or decree relating to health, safety or the environment (hereinafter
      "Environmental Laws"), which violation could have a material adverse
      effect on the environment or a Material Adverse Effect; and

     

    (c)           neither
      such Borrower nor any of its Subsidiaries have received notice from any third
      party including, without limitation, any Governmental Authority, (i) that any
      one of them has been identified by the United States Environmental Protection
      Agency ("EPA") as a potentially responsible party under CERCLA with
      respect to a site listed on the National Priorities List, 40 C.F.R. Part 300
      Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C. §6903(5), any
      hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or
      contaminant as defined by 42 U.S.C. §9601(33) and any toxic substances, oil or
      hazardous materials or other chemicals or substances regulated by any
      Environmental Laws ("Hazardous Substances") which any one of them has
      generated, transported or disposed of has been found at any site at which a
      Governmental Authority has conducted or has ordered that any Borrower or any
      of
      their Subsidiaries conduct a remedial investigation, removal or other response
      action pursuant to any Environmental Law; or (iii) that it is or shall be a
      named party to any claim, action, cause of action, complaint, or legal or
      administrative proceeding (in each case, contingent or otherwise) arising out
      of
      any third party's incurrence of costs, expenses, losses or damages of any kind
      whatsoever in connection with the release of Hazardous Substances.

     

    
      
        
        

      

      
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    7.19.       Subsidiaries,
      etc.  Schedule 7.19(a) hereto sets forth the only
      Subsidiaries of CAI, including the jurisdiction of incorporation/formation
      and
      principal place of business or registered office, as the case may be, of each
      such Person.  Except as set forth on Schedule7.19(b)
      hereto, neither CAI nor any Subsidiary of CAI is engaged in any joint venture
      or
      partnership with any other Person.

     

    7.20.        Collection
      Accounts.  Schedule 7.20 designates each
      Collection Account of such Borrower and the Guarantors and all such Collection
      Accounts are either (i) with the Administrative Agent as the depositary bank
      or
      (ii) are subject to an Account Control Agreement in favor of the Administrative
      Agent for the benefit of the Secured Parties.

     

    7.21.        Disclosure.  None
      of this Credit Agreement or any of the other Loan Documents contains any untrue
      statement of a material fact or omits to state a material fact (known to CAI
      or
      any of its Subsidiaries in the case of any document or information not furnished
      by either of them or any of their Subsidiaries) necessary in order to make
      the
      statements herein or therein not misleading; provided that, with respect
      to projected financial information, each Borrower represents only that such
      information was prepared in good faith based upon assumptions believed to be
      reasonable at the time.  There is no fact known to CAI or any of its
      Subsidiaries which has a Material Adverse Effect, or which is reasonably likely
      in the future to have a Material Adverse Effect, exclusive of effects resulting
      from changes in general economic conditions, legal standards or regulatory
      conditions.

     

    7.22.        Title
      and Registration of Chassis.  All Chassis which, under
      applicable law, are required to be registered is properly registered in the
      name
      of the relevant Borrower or the appropriate Subsidiary of CAI, and all Chassis,
      the ownership of which, under applicable law, is evidenced by a certificate
      of
      title, is properly titled in the name of the Borrower or the appropriate
      Subsidiary of CAI , with the Administrative Agent's Lien noted thereon and
      all
      other steps required for the perfection of the Administrative Agent’s Lien on
      such Chassis under applicable law have been taken.

     

    7.23.        Solvency.  Both
      before and after giving effect to each incurrence of Indebtedness hereunder,
      and
      the payment of all fees, costs and expenses payable by the Borrowers hereunder,
      CAI and its Subsidiaries are Solvent.

     

    7.24.        Insurance.  CAI
      and each of its Subsidiaries maintain with financially sound and reputable
      insurers insurance and such insurance is in accordance with sound business
      practices in accordance with industry standards and the terms of the Security
      Documents.

     

    7.25.        Foreign
      Assets Control Regulations, Etc.  None of the requesting
      or borrowing of the Revolving Credit Loans, the Swing Line Loans, the requesting
      or issuance, extension or renewal of any Letters of Credit or the use of the
      proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C.
      §1 et seq., as amended) (the "Trading With the Enemy Act") or any of the
      foreign assets control regulations of the United States Treasury Department
      (31
      CFR, Subtitle B, Chapter V, as amended) (the "Foreign Assets Control
      Regulations") or any enabling legislation or executive order relating
      thereto (which for the avoidance of doubt shall include, but shall not be
      limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property
      and
      Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
      Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") and (b) the
      Uniting and Strengthening America by Providing Appropriate Tools Required to
      Intercept and Obstruct Terrorism Act of 2001 (Public Law
      107-56)).  Furthermore, neither the Borrowers nor any of their
      Subsidiaries or other Affiliates that are controlled by the Borrowers (a) is
      or
      will become a "blocked person" as described in the Executive Order, the Trading
      With the Enemy Act or the Foreign Assets Control Regulations or (b) engages
      or
      will engage in any dealings or transactions, or be otherwise associated, with
      any such "blocked person".

     

    
      
        
        

      

      
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    7.26.        Taxpayer
      Identification Number.  Each Borrower’s and each
      Guarantor’s true and correct U.S. taxpayer identification number is set forth on
Schedule 16.6.1.

     

    7.27.        Updates
      to Certain Schedules.  CAI may from time to time
      supplement any of Schedules 7.19(a), 7.20 or 16.6.1 as may be necessary
      for such Schedules to be accurate and complete as of the date such supplements
      are delivered and which supplement shall be certified by a Responsible Officer
      of CAI and in a form reasonably satisfactory to the Administrative
      Agent.  

     

    8. AFFIRMATIVE
      COVENANTS.

     

    Each
      of
      CAI (as to itself and its Subsidiaries) and CAI Barbados (as to itself)
      covenants and agrees that, so long as any Revolving Credit Loan, Unpaid
      Reimbursement Obligation, Letter of Credit, Swing Line Loan or Revolving Credit
      Note is outstanding or any Lender has any obligation to make any Revolving
      Credit Loans or the L/C Issuer has any obligation to issue, extend or renew
      any
      Letters of Credit or the Swing Line Lender has any obligation to make Swing
      Line
      Loans:

     

    8.1.          Punctual
      Payment.  Such Borrower will duly and punctually pay or
      cause to be paid the principal and interest on the Revolving Credit Loans,
      all
      Reimbursement Obligations, all Swing Line Loans, the fees and all other amounts
      provided for in this Credit Agreement and the other Loan Documents to which
      such
      Borrower or any of their Subsidiaries is a party, all in accordance with the
      terms of this Credit Agreement and such other Loan Documents.

     

    8.2.          Maintenance
      of Office.  CAI will maintain its chief executive office
      in San Francisco, California and CAI Barbados will maintain its chief executive
      office in Chancery Chambers, Chancery House, High Street, Bridgetown, Barbados
      or, in each case, at such other place in the United States of America (with
      respect to CAI) or Chancery Chambers, Chancery House, High Street, Bridgetown,
      Barbados (with respect to CAI Barbados) as such Borrower shall designate upon
      thirty days’ prior written notice to the Administrative Agent, where notices,
      presentations and demands to or upon such Borrower in respect of the Loan
      Documents to which such Borrower is a party may be given or made.  In
      the event that CAI move its chief executive office to another location within
      the State of California, thirty days’ prior telephonic notice to the
      Administrative Agent shall be sufficient.

     

    8.3.          Records
      and Accounts.

     

    (a)           CAI
      will (i) keep, and cause each of its Subsidiaries to keep, true and accurate
      records and books of account in which full, true and correct entries will be
      made in accordance with GAAP, (ii) maintain adequate accounts and reserves
      for
      all taxes (including income taxes), depreciation, depletion, obsolescence and
      amortization of its properties and the properties of its Subsidiaries,
      contingencies, and other reserves, and (iii) at all times engage KPMG LLP or
      other independent certified public accountants satisfactory to the
      Administrative Agent as the independent certified public accountants of CAI
      and
      its Subsidiaries and will not permit more than thirty (30) days to elapse
      between the cessation of such firm's (or any successor firm's) engagement as
      the
      independent certified public accountants of CAI and its Subsidiaries and the
      appointment in such capacity of a successor firm as shall be reasonably
      satisfactory to the Administrative Agent.

     

    
      
        
        

      

      
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    (b)           From
      time to time upon the request of the Administrative Agent, each such Borrower
      shall deliver to the Administrative Agent a list of the names, addresses, face
      value, and dates of invoices for each debtor obligated on such an account
      receivable.  Such Borrower shall provide to the Administrative Agent
      upon request copies of leases to which any portion of the Collateral is
      subject.

     

    8.4.          Financial
      Statements, Certificates and Information.  Such Borrower
      will deliver to each of the Lenders:

     

    (a)           as
      soon as practicable, but in any event not later than one hundred twenty (120)
      days after the end of each fiscal year of CAI, the consolidated balance sheet
      of
      CAI and its Subsidiaries as at the end of such
      year, and the related consolidated statement of income and consolidated
      statement of cash flow for such year, each setting forth in comparative form
      the
      figures for the previous fiscal year and all such consolidated statements to
      be
      in reasonable detail, prepared in accordance with GAAP, and certified, without
      qualification and without an expression of uncertainty as to the ability of
      CAI
      or any of its Subsidiaries to continue as going concerns, by KPMG LLP or by
      other independent certified public accountants satisfactory to the
      Administrative Agent;

     

    (b)           as
      soon as practicable, but in any event not later than forty-five (45) days after
      the end of each of the first three fiscal quarters of each fiscal year of CAI
      and its Subsidiaries, copies of the unaudited consolidated balance sheet of
      CAI
      and its Subsidiaries as at the end of such quarter, and the related consolidated
      statement of income and consolidated statement of cash flow for the portion
      of
      CAI’s and its Subsidiaries fiscal year then elapsed, all in reasonable detail
      and prepared in accordance with GAAP, together with a certification by the
      principal financial or accounting officer of CAI that the information contained
      in such financial statements fairly presents the financial position of CAI
      and
      its Subsidiaries on the date thereof (subject to year-end
      adjustments);

     

    (c)           upon
      the reasonable request of the Administrative Agent, CAI shall provide
      consolidating financial statements of the type referred to in subsections (a)
      and (b) above for (i) each of CAI and CAI Barbados and (ii) the non-Guarantor
      Subsidiaries of CAI on an aggregated basis (i.e., consolidating with respect
      to
      the group of non-Guarantor Subsidiaries), all in reasonable detail and prepared
      in accordance with GAAP, together with a certification by the principal
      financial or accounting officer of CAI that the information contained in such
      consolidating financial statements fairly presents the financial position of
      each of the relevant Person(s) on the date thereof (subject, in the case of
      those financial statements referred to in subsection (b), to year-end
      adjustments);

     

    (d)           simultaneously
      with the delivery of the financial statements referred to in subsections (a)
      and
      (b) above, a statement certified by the principal financial or accounting
      officer of CAI in substantially the form of ExhibitD hereto (a
      "ComplianceCertificate") and setting forth in reasonable detail
      computations evidencing compliance with the covenants contained in §10 and (if
      applicable) reconciliations to reflect changes in GAAP since the Balance Sheet
      Date;

     

    
      
        
        

      

      
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    (e)           (i)
      contemporaneously with the filing or mailing thereof, copies of all material
      of
      a financial nature filed with the Securities and Exchange Commission or with
      any
      national securities exchange or sent to the stockholders of CAI or its
      Subsidiaries and (ii) promptly, and in any event within five (5) Business Days
      after receipt thereof by CAI or any of its Subsidiaries, copies of each notice
      or other correspondence received from the Securities and Exchange Commission
      or
      any national securities exchange concerning any investigation or possible
      investigation or other inquiry by such agency regarding any financial or other
      operational results of CAI or any of its Subsidiaries which could reasonably
      be
      expected to have a Material Adverse Effect;

     

    (f)           within
      forty-five days (45) days of the end of each calendar month and, in any case,
      simultaneously with the delivery of a Loan Request in accordance with §2.9, and
      at such other times as the Administrative Agent may reasonably request, a
      Borrowing Base Report setting forth the Borrowing Base and the Domestic
      Borrowing Base as at the end of such calendar month, the date of such Loan
      Request or other date so requested by the
      Administrative Agent, as the case may be;

     

    (g)           simultaneously
      with the delivery of the financial statements referred to in subsection (f)
      above, a report listing (i) the aggregate number of Containers and (ii) the
      aggregate number of Chassis, in each case, owned, rented, leased or managed
      by
      the such Borrower and its Subsidiaries, together with monthly utilization rate
      and per diem rental rate information with respect to the Containers and the
      Chassis in form and detail satisfactory to the Administrative Agent;
      and

     

    (h)           from
      time to time such other financial data and information (including accountants’
management letters) as the Administrative Agent or any Lender may reasonably
      request.

     

    Each
      Borrower hereby acknowledges that (a) the Administrative Agent and/or the
      Arranger will make available to the Lenders materials and/or information
      provided by or on behalf of any Borrower or any of its Subsidiaries hereunder
      (collectively, “Borrower Materials”) by posting the Borrower Materials on
      IntraLinks or another similar electronic system (the “Platform”) and (b)
      certain of the Lenders may be “public-side” Lenders (i.e., Lenders that
      do not wish to receive material non-public information with respect to the
      Borrowers or their securities) (each, a “Public Lender”).  The
      Borrowers hereby agree that so long as the Borrowers are the issuer of any
      outstanding debt or equity securities that are registered or issued pursuant
      to
      a private offering or is actively contemplating issuing any such securities
      (w)
      all Borrower Materials that are to be made available to Public Lenders shall
      be
      clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
      the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
      marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have
      authorized the Administrative Agent, the Arranger, the L/C Issuer, the Swing
      Line Lender and the Lenders to treat such Borrower Materials as not containing
      any material non-public information with respect to the Borrowers or its
      securities for purposes of United States Federal and state securities laws
      (provided, however, that to the extent such Borrower Materials
      constitute Information, they shall be treated as set forth in §16.4); (y) all
      Borrower Materials marked “PUBLIC” are permitted to be made available through a
      portion of the Platform designated “Public Investor;” and (z) the Administrative
      Agent and the Arranger shall be entitled to treat any Borrower Materials that
      are not marked “PUBLIC” as being suitable only for posting on a portion of the
      Platform not designated “Public Investor.”  Notwithstanding the
      foregoing or anything to the contrary contained herein, no Borrower shall be
      under any obligation to mark any Borrower Materials “PUBLIC.”

     

    
      
        
        

      

      
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    8.5.          Notices.

     

    8.5.1.
      Defaults.  Each Borrower will
      promptly notify the Administrative Agent and each of the Lenders in writing
      of
      the occurrence of any Default or Event of Default, together with a reasonably
      detailed description thereof, and the actions the Borrowers propose to take
      with
      respect thereto.  If any Person shall give any notice or take any
      other action in respect of a claimed default (whether or not constituting an
      Event of Default) under this Credit Agreement or any other note, evidence of
      indebtedness, indenture or other obligation in excess of $5,000,000 in principal
      amount to which or with respect to which CAI or any of its Subsidiaries is
      a
      party or obligor, whether as principal, guarantor, surety or otherwise, such
      Borrower shall forthwith give written notice thereof to the Administrative
      Agent
      and each of the Lenders, describing the notice or action and the nature of
      the
      claimed default.

     

    8.5.2.
      Environmental Events.  Such
      Borrower will promptly give notice to the Administrative Agent and each of
      the
      Lenders (a) of any violation of any Environmental Law that CAI or any of its
      Subsidiaries reports in writing or is reportable by such Person in writing
      (or
      for which any written report supplemental to any oral report is made) to any
      Governmental Authority and (b) upon becoming aware thereof, of any inquiry,
      proceeding, investigation, or other action, including a notice from any agency
      of potential environmental liability, of any Governmental Authority that could
      have a Material Adverse Effect.

     

    8.5.3.
      Notification of Claim against
      Collateral.  Such Borrower will, immediately upon
      becoming aware thereof, notify the Administrative Agent and each of the Lenders
      in writing of any setoff, claims (including, with respect to environmental
      claims), withholdings or other defenses to which any of the Collateral, or
      the
      Administrative Agent's rights with respect to the Collateral, are
      subject.

     

    8.5.4.
      Notice of Litigation and
      Judgments.  CAI will, and will cause each of its
      Subsidiaries to, give notice to the Administrative Agent and each of the Lenders
      in writing within fifteen (15) days of becoming aware of any litigation or
      proceedings threatened in writing or any pending litigation and proceedings
      affecting CAI or any of its Subsidiaries or to which CAI or any of its
      Subsidiaries is or becomes a party involving an uninsured claim against CAI
      or
      any of its Subsidiaries that could reasonably be expected to have a Material
      Adverse Effect on CAI or any of its Subsidiaries and stating the nature and
      status of such litigation or proceedings.  CAI will, and will cause
      each of its Subsidiaries to, give notice to the Administrative Agent and each
      of
      the Lenders, in writing, in form and detail satisfactory to the Administrative
      Agent, within ten (10) days of any judgment not covered by insurance, final
      or
      otherwise, against CAI or any of its Subsidiaries in an amount in excess of
      $5,000,000.

     

    
      
        
        

      

      
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    8.5.5.
      Notice of ERISA Event.  CAI
      will, and will cause each of its Subsidiaries to, give prompt notice to the
      Administrative Agent and each of the Lenders in writing upon the occurrence
      of
      any ERISA Event.

     

    8.6.          Legal
      Existence; Maintenance of Properties.  Each Borrower will
      do or cause to be done all things necessary to preserve and keep in full force
      and effect its legal existence, rights and franchises and those of its
      Subsidiaries and will not, and will not cause or permit any of its Subsidiaries
      to, without providing the Administrative Agent with at least ten (10) Business
      Days written notice and the Administrative Agent having filed all necessary
      Uniform Commercial Code financing statements and taking such other actions
      in
      order to maintain the perfection of its Liens in all relevant jurisdictions,
      convert to a limited liability company or a limited liability
      partnership.  Each Borrower (i) will use commercially reasonable
      efforts to cause all of its properties and those of its Subsidiaries used or
      useful in the conduct of their business or the business of its Subsidiaries
      to
      be maintained and kept in good condition, repair and working order (reasonable
      wear and tear excepted) and supplied with all necessary equipment, (ii) will
      cause to be made all necessary repairs, renewals, replacements, betterments
      and
      improvements thereof, all as in the judgment of such Borrower may be necessary
      so that the business carried on in connection therewith may be properly and
      advantageously conducted at all times, and (iii) will, and will cause each
      of
      its Subsidiaries to, continue to engage primarily in the businesses now
      conducted by them and in related businesses; provided that nothing in
      this §8.6 shall prevent such Borrower from discontinuing the operation and
      maintenance of any of its properties or any of those of its Subsidiaries if
      such
      discontinuance is, in the judgment of such Borrower, desirable in the conduct
      of
      its or such Subsidiary’s business and that do not in the aggregate have a
      Material Adverse Effect.

     

    8.7.          Insurance.  CAI
      will, and will cause each of its Subsidiaries to, maintain with financially
      sound and reputable insurers insurance with respect to its properties and
      business against such casualties and contingencies as shall be in accordance
      with the general practices of businesses engaged in similar activities in
      similar geographic areas and in amounts, containing such terms, in such forms
      and for such periods as may be reasonable and prudent and in accordance with
      the
      terms of the Security Agreement.

     

    8.8.          Taxes.  CAI
      will, and will cause each of its Subsidiaries to, duly pay and discharge, or
      cause to be paid and discharged, before the same shall become overdue, all
      taxes, assessments and other governmental charges imposed upon it and its Real
      Estate, sales and activities, or any part thereof, or upon the income or profits
      therefrom, as well as all claims for labor, materials, or supplies that if
      unpaid might by law become a Lien or charge upon any of its property;
provided that any such tax, assessment, charge, levy or claim need not be
      paid if the validity or amount thereof shall currently be contested in good
      faith by appropriate proceedings and if CAI or such Subsidiary shall have set
      aside on its books adequate reserves with respect thereto; and
providedfurther that CAI and each of its Subsidiaries will pay all
      such taxes, assessments, charges, levies or claims forthwith upon the
      commencement of proceedings to foreclose any Lien that may have attached as
      security therefor.

     

    8.9.          Inspection
      of Properties and Books, etc.

     

    8.9.1.General.  Subject
      to §16.4, each Borrower shall permit the Lenders, through the Administrative
      Agent or any of the Lenders' other designated representatives upon reasonable
      advance notice and at reasonable time during normal business hours, to visit
      and
      inspect any of the properties of CAI or any of its Subsidiaries, to examine
      the
      books of account of CAI and its Subsidiaries (and to make copies thereof and
      extracts therefrom), to examine information systems and operational support
      systems relating to the administration and management of the Collateral and
      to
      discuss the affairs, finances and accounts of CAI and its Subsidiaries with,
      and
      to be advised as to the same by, its and their officers, and to conduct
      examinations and verifications (whether by internal commercial finance examiners
      or independent auditors) of all components included in the Borrowing Base and
      the Domestic Borrowing Base, all at such reasonable times and intervals as
      the
      Administrative Agent or any Lender may reasonably request; provided that
      any such visit and inspection shall be at the expense of CAI not more than
      one
      time in any calendar year unless a Default or Event of Default is continuing
      (during which period any and all such visits and inspections shall be at the
      expense of CAI).

     

    
      
        
        

      

      
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    8.9.2.
      Collateral Reports.  No more
      frequently than once during each calendar year, or more frequently as determined
      by the Administrative Agent if an Event of Default shall have occurred and
      be
      continuing, upon the request of the Administrative Agent, each Borrower will
      obtain and deliver to the Administrative Agent, or, if the Administrative Agent
      so elects, will cooperate with the Administrative Agent in the Administrative
      Agent's obtaining, a report of an independent collateral auditor satisfactory
      to
      the Administrative Agent (which may be affiliated with one of the Lenders)
      with
      respect to the Containers, the Chassis, Direct Finance Lease Receivables and/or
      the other components included in the Borrowing Base and/or the Domestic
      Borrowing Base, which report shall indicate whether or not the information
      set
      forth in the Borrowing Base Report most recently delivered is accurate and
      complete in all material respects based upon a review by such auditors of the
      Direct Finance Lease Receivables (including verification with respect to the
      amount, aging, identity and credit of the respective account debtors and the
      billing practices of such Borrower or any applicable Subsidiary), Containers
      and
      Chassis (as to each, including verification as to the value, location and
      respective types).  Collateral value reports shall be conducted and
      made at the expense of CAI not more than one time in any calendar year unless
      a
      Default or Event of Default is continuing (during which period any and all
      such
      collateral value reports shall be at the expense of CAI).

     

    8.9.3.
      Communications with
      Accountants.  Each Borrower authorizes the Administrative
      Agent and, if accompanied by the Administrative Agent, the Lenders to
      communicate directly with such Borrower’s independent certified public
      accountants regarding the financial statements delivered pursuant to §8.4 and,
      in connection therewith, authorizes such accountants to disclose to the
      Administrative Agent and the Lenders any and all financial statements and other
      supporting financial documents and schedules including copies of any management
      letter with respect to the business, financial condition and other affairs
      of
      CAI or any of its Subsidiaries.

     

    8.10.        Compliance
      with Laws, Contracts, Licenses, and Permits.  CAI will,
      and will cause each of its Subsidiaries to, comply (a) in all material respects
      with the applicable laws and regulations wherever its business is conducted,
      including all Environmental Laws, (b) with the provisions of its Governing
      Documents, (c) with all agreements and instruments by which it or any of its
      properties may be bound and (d) with all applicable decrees, orders, and
      judgments.  If any authorization, consent, approval, permit or license
      from any officer, agency or instrumentality of any government shall become
      necessary or required in order that CAI or any of its Subsidiaries may fulfill
      any of its obligations hereunder or under any of the other Loan Documents to
      which CAI or such Subsidiary is a party, CAI will, or (as the case may be)
      will
      cause such Subsidiary to, immediately take or cause to be taken all reasonable
      steps within the power of CAI or such Subsidiary to obtain such authorization,
      consent, approval, permit or license and furnish the Administrative Agent and
      the Lenders with evidence thereof.

     

    
      
        
        

      

      
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    8.11.        Employee
      Benefit Plans.  The Borrowers will (a) promptly upon
      filing the same with the Department of Labor or Internal Revenue Service,
      furnish to the Administrative Agent a copy of the most recent actuarial
      statement required to be submitted under §103(d) of ERISA and Annual Report,
      Form 5500, with all required attachments, in respect of each Guaranteed Pension
      Plan, (b) promptly upon receipt or dispatch, furnish to the Administrative
      Agent
      any notice, report or demand sent or received in respect of a Guaranteed Pension
      Plan under §§302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in
      respect of a Multiemployer Plan, under §§4041A, 4202, 4219, 4242, or 4245 of
      ERISA.

     

    8.12.        Use
      of Proceeds.  Each Borrower will use the proceeds of the
      Revolving Credit Loans and obtain Letters of Credit solely for the purposes
      set
      forth in §7.17.1.

     

    8.13.       
      Bank Accounts.  Each Borrower will, and will
      cause each of the Guarantors to, together with the employees, agents and other
      Persons acting on behalf of such Borrower or such Guarantors, receive and hold
      in trust for the Administrative Agent and the Lenders all payments constituting
      proceeds of Collateral which come into their possession or under their control
      or are otherwise received by such Person and, immediately upon receipt thereof,
      deposit (or cause to be deposited) such payments in the form received, with
      any
      appropriate endorsements, in one of the Collection Accounts.  All such
      Collection Accounts shall be (i) with the Administrative Agent or (ii) shall
      be
      subject to an Account Control Agreement in favor of the Administrative Agent
      for
      the benefit of the Secured Parties.  The Administrative Agent’s
      control over any relevant Collection Account may be subject to an Intercreditor
      Agreement.  For the avoidance of doubt, and subject to this §8.13,
      each Borrower and the Guarantors may have bank accounts not constituting
      Collection Accounts.

     

    8.14.        Reserved.

     

    8.15.        Title
      and Registration of Chassis; Administrative Agent’s
      Lien.  Each Borrower shall, and shall cause each of the
      Guarantors to, cause all Chassis, now owned or hereafter acquired by any
      Borrower or any Guarantor, which, under applicable law, are required to be
      registered, to be properly registered in the name of such Person and cause
      all
      Chassis, now owned or hereafter acquired by any Borrower or any Guarantor,
      the
      ownership of which, under applicable law, is evidenced by a certificate of
      title, to be properly titled in the name of such Person, with the Administrative
      Agent's Lien noted thereon and take all other steps required for the perfection
      of the Administrative Agent’s Lien on such Chassis under applicable law have
      been taken.

     

    8.16.        New
      Guarantors; Collateral Security of New Guarantors.  In
      the event that (x) the aggregate book value of the assets held by all of
      Domestic Subsidiaries who are not Guarantors exceeds 10% of the book value
      of
      the total assets of CAI and its Domestic Subsidiaries or (y) the aggregate
      revenues of all of Domestic Subsidiaries who are not Guarantors exceeds 10%
      of
      the total revenues of CAI and its Domestic Subsidiaries, then CAI shall cause
      each relevant Domestic Subsidiary required so that the aggregate book value
      of
      the assets held by all of the Domestic Subsidiaries who are not Guarantors
      or
      the aggregate revenues of all Domestic Subsidiaries who are not Guarantors,
      in
      any case, no longer exceeds the applicable threshold set forth in clause (x)
      or
      (y) above, as applicable, as soon as practicable thereafter (but in no event
      more than fifteen (15) Business Days thereafter without the consent of the
      Administrative Agent), to execute and deliver to the Administrative Agent an
      instrument of joinder and accession, in form and substance satisfactory to
      the
      Administrative Agent, pursuant to which such Domestic Subsidiary shall join
      the
      Guaranty and the applicable Security Documents, and shall accede to all of
      the
      rights and obligations of a Guarantor hereunder and thereunder, and, pursuant
      thereto, shall, inter alia, guaranty the full payment and performance of
      the Obligations.  Further, each Borrower and such Domestic Subsidiary
      shall execute and deliver to the Administrative Agent such other documentation
      as the Administrative Agent may reasonably request in furtherance of the intent
      of this §8.16, including, without limitation, an updated Schedule
      7.19(a), documentation of the type required to be supplied by the Borrowers
      and initial Guarantors as a condition precedent to the initial Revolving Credit
      Loans made hereunder pursuant to §11 hereof (including, without limitation,
      Uniform Commercial Code searches and filings and favorable opinions of counsel
      to such new Guarantor (which shall cover, among other things, the legality,
      validity, binding effect and enforceability) and documentation of the type
      required or reasonably requested to maintain compliance with §§6.1 and
      6.2.

     

    
      
        
        

      

      
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    8.17.        Pledge
      of Capital Stock of Foreign Subsidiaries.  If, at any
      time, (a) any Foreign Subsidiary owns assets with an aggregate book value in
      excess of $5,000,000 or (b) the aggregate book value of the assets held by
      all
      of the Foreign Subsidiaries whose Capital Stock has not been pledged in favor
      of
      the Administrative Agent pursuant to instruments, agreements and documents
      governed by the laws of each such Foreign Subsidiary’s jurisdiction of
      organization exceeds ten percent (10%) of the aggregate book value of the
      consolidated total assets of CAI and its Subsidiaries, CAI shall promptly notify
      the Administrative Agent thereof and, upon the request of the Administrative
      Agent, (i) in the case of clause (a), CAI and/or its relevant Subsidiaries
      and
      such Foreign Subsidiary and (ii) in the case of clause (b), CAI and/or its
      relevant Subsidiaries and such relevant Foreign Subsidiaries required so that
      the aggregate book value of the assets held by all of the Foreign Subsidiaries
      whose Capital Stock has not been pledged in favor of the Administrative Agent
      pursuant to instruments, agreements and documents governed by the laws of each
      such Foreign Subsidiary’s jurisdiction of organization no longer exceeds ten
      percent (10%) of the aggregate book value of the consolidated total assets
      of
      CAI and its Subsidiaries, in each case, shall become a party to any instruments,
      agreements and documents and provide such other documentation as the
      Administrative Agent shall deem necessary or desirable in order to provide
      a
      perfected first priority security interest under the laws of the jurisdiction
      of
      organization of such Foreign Subsidiary to the Administrative Agent, for the
      benefit of the Administrative Agent and the Lenders, on 66% of the Capital
      Stock
      of such Foreign Subsidiary including, without limitation, pledge agreements
      governed by the law of such Foreign Subsidiary’s jurisdiction of organization,
      any public filings or filings on the books and records of any Person to be
      made
      in connection therewith, favorable opinions of counsel (including local counsel)
      to such Foreign Subsidiary (which shall cover, among other things, the legality,
      validity, binding effect and enforceability of, inter alia, the all such
      documents) and other documentation of the type required to be supplied by the
      Borrowers as a condition precedent to the initial Revolving Credit Loans made
      hereunder pursuant to §11 hereof, all in form, content and scope reasonably
      satisfactory to the Administrative Agent.  Notwithstanding anything to
      the contrary in this §8.17, a non-Guarantor Foreign Subsidiary of CAI which is
      formed as a special purpose entity in connection with a securitization financing
      transaction which is without recourse to CAI or any of its other Subsidiaries
      or
      any of their assets shall not be subject to the Capital Stock pledge
      requirements of this §8.17.

     

    8.18.       
      Intellectual Property; Operations Support
      Systems.  Each of the Borrowers and
      Guarantors shall at all times own all IP Rights that are reasonably necessary
      for the operation of their respective businesses and the management and
      administration of all of the Collateral, without conflict with the rights of
      any
      other Person.  Each of the Borrowers and Guarantors shall at all times
      own and maintain in good operating condition information systems and operational
      support systems that are reasonably necessary for the operation of its
      respective businesses and the management and administration of all of the
      Collateral.

     

    
      
        
        

      

      
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    8.19.        Further
      Assurances.  CAI will, and will cause each of its
      Subsidiaries to, cooperate with the Lenders and the Administrative Agent and
      execute such further instruments and documents as the Lenders or the
      Administrative Agent shall reasonably request to carry out to their satisfaction
      the transactions contemplated by this Credit Agreement and the other Loan
      Documents.

     

    9. CERTAIN
      NEGATIVE COVENANTS.

     

    Each
      of
      CAI (as to itself and its Subsidiaries) and CAI Barbados (as to itself)
      covenants and agrees that, so long as any Revolving Credit Loan, Unpaid
      Reimbursement Obligation, Letter of Credit, Swing Line Loan or Revolving Credit
      Note is outstanding or any Lender has any obligation to make any Revolving
      Credit Loans or the L/C Issuer has any obligation to issue, extend or renew
      any
      Letters of Credit or the Swing Line Lender has any obligation to make Swing
      Line
      Loans:

     

    9.1.          Restrictions
      on Indebtedness.  CAI will not, and will not permit any
      of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable,
      contingently or otherwise, with respect to any Indebtedness other
      than:

     

    (a)           Indebtedness
      to the Lenders and the Administrative Agent arising under any of the Loan
      Documents;

     

    (b)           Indebtedness
      in respect of taxes, assessments, governmental charges or levies and claims
      for
      labor, materials and supplies to the extent that payment therefor shall not
      at
      the time be required to be made in accordance with the provisions of
§8.8;

     

    (c)           Indebtedness
      in respect of judgments or awards that have been in force for less than the
      applicable period for taking an appeal so long as execution is not levied
      thereunder or in respect of which any Borrower or such Subsidiary shall at
      the
      time in good faith be prosecuting an appeal or proceedings for review and in
      respect of which a stay of execution shall have been obtained pending such
      appeal or review;

     

    (d)           endorsements
      for collection, deposit or negotiation and warranties of products or services,
      in each case incurred in the ordinary course of business;

     

    (e)           Subordinated
      Debt;

     

    (f)         
        Indebtedness (in addition to similar Indebtedness permitted under
      clause (g) hereof) incurred in connection with the acquisition or lease after
      the date hereof of any real or personal property by a Borrower or such
      Subsidiary or under any Capitalized Leases, providedthat (i) the
      aggregate principal amount of such Indebtedness of CAI and its Subsidiaries
      shall not exceed $25,000,000 outstanding at any one time and (ii) the principal
      amount of such Indebtedness secured by or relating to the lease of any
      particular property shall not exceed 100% of the purchase price of such
      property;

     

    (g)           Indebtedness
      existing on the date hereof and listed and described on
Schedule9.1 hereto;

     

    (h)           any
      renewal or refinancing of any Indebtedness permitted under this §9.1;
provided that any such refinancing or renewal does not (i) increase the
      aggregate amount of such Indebtedness, (ii) increase the interest rate or fees
      applicable to, or shorten the weighted average life to maturity of, such
      Indebtedness, (iii) change, alter or modify the terms of such Indebtedness
      in
      any manner which violates either §9.8 hereof or (iv) add to the collateral, if
      any, securing such Indebtedness in any manner that would violate
§9.2;

     

    
      
        
        

      

      
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    (i)       
          Indebtedness of CAI and its Subsidiaries consisting of
      short-term trade credit extended to CAI or such Subsidiary in the ordinary
      course of such Person's business in connection with the acquisition of
      Containers, Chassis and other equipment; provided that such Indebtedness
      shall not be in existence for more than 180 days after the occurrence of the
      transaction giving rise thereto;

     

    (j)         
        Indebtedness in respect of Interest Rate Protection
      Agreements;

     

    (k)           Indebtedness
      of a Subsidiary of the Borrowers to the Borrowers consisting of Investments
      permitted by §9.3(e);

     

    (l)          
       Indebtedness consisting of obligations (contingent or otherwise) of CAI or
      any Subsidiary existing or arising under any Swap Contract entered into with
      any
      Lender or the Administrative Agent, provided that (i) such obligations
      are (or were) entered into by such Person in the ordinary course of business
      for
      the purpose of directly mitigating risks associated with liabilities,
      commitments, investments, assets, or property held or reasonably anticipated
      by
      such Person, or changes in the value of securities issued by such Person, and
      not for purposes of speculation or taking a “market view;” and (ii) such Swap
      Contract does not contain any provision exonerating the non-defaulting party
      from its obligation to make payments on outstanding transactions to the
      defaulting party; and

     

    (m)           other
      Indebtedness in an aggregate principal amount outstanding not to exceed
      $250,000,000 at any time; provided that (i) both before and immediately
      after any such Indebtedness is incurred, no Default or Event of Default shall
      have occurred and be continuing and (ii) such Indebtedness (other than such
      Indebtedness in an amount not to exceed $20,000,000 in the aggregate) shall
      be
      subject to an Intercreditor Agreement with the lenders in respect of such
      Indebtedness.

     

    9.2.          Restrictions
      on Liens.

     

    9.2.1. 
      Permitted Liens.  CAI will
      not, and will not permit any of its Subsidiaries to, (a) create or incur or
      suffer to be created or incurred or to exist any Lien upon any of its property
      or assets of any character whether now owned or hereafter acquired, or upon
      the
      income or profits therefrom; (b) transfer any of such property or assets or
      the
      income or profits therefrom for the purpose of subjecting the same to the
      payment of Indebtedness or performance of any other obligation in priority
      to
      payment of its general creditors; (c) acquire, or agree or have an option to
      acquire, any property or assets upon conditional sale or other title retention
      or purchase money security agreement, device or arrangement; (d) suffer to
      exist
      for a period of more than thirty (30) days after the same shall have been
      incurred any Indebtedness or claim or demand against it that if unpaid might
      by
      law or upon bankruptcy or insolvency, or otherwise, be given any priority
      whatsoever over its general creditors; or (e) sell, assign, pledge
      or otherwise transfer any "receivables" as defined in clause (g) of the
      definition of the term "Indebtedness," with or without recourse;
provided that CAI or any of its Subsidiaries may create or incur or
      suffer to be created or incurred or to exist:

     

    
      
        
        

      

      
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    (i)            
      Liens in favor of CAI on all or part of the assets of Subsidiaries of CAI (other
      than Collateral) securing Indebtedness owing by Subsidiaries of CAI to
      CAI;

     

    (ii)           
      Liens to secure taxes, assessments and other government charges in respect
      of
      obligations not overdue or Liens on properties to secure claims for labor,
      material or supplies in respect of obligations not overdue;

     

    (iii)           deposits
      or pledges made in connection with, or to secure payment of, workmen's
      compensation, unemployment insurance, old age pensions or other social security
      obligations;

     

    (iv)           Liens
      on properties in respect of judgments or awards, the Indebtedness with respect
      to which is permitted by §9.1(c);

     

    (v)           Liens
      of carriers, warehousemen, mechanics and materialmen, and other like Liens
      on
      properties, in existence less than 120 days from the date of creation thereof
      in
      respect of obligations not overdue;

     

    (vi)           encumbrances
      on Real Estate consisting of easements, rights of way, zoning restrictions,
      restrictions on the use of real property and defects and irregularities in
      the
      title thereto, landlord's or lessor's liens under leases to which CAI or a
      Subsidiary is a party, and other minor Liens, provided that none of such
      Liens (A) interferes materially with the use of the property affected in the
      ordinary conduct of the business of CAI and its Subsidiaries, and (B)
      individually or in the aggregate have a Material Adverse Effect;

     

    (vii)          Liens
      existing on the date hereof and listed on
Schedule9.2 hereto;

     

    (viii)         purchase
      money security interests in or purchase money mortgages on real or personal
      property acquired (in the case of purchase money security interests) or leased
      (in the case of Capitalized Leases) after the Closing Date to secure purchase
      money Indebtedness or Capitalized Leases of the type and amount permitted by
      §9.1(f), which security interests or mortgages cover only the real or personal
      property so acquired or leased and any proceeds thereof (including, without
      limitation, leases, Accounts Receivable, instruments and
      documents);

     

    (ix)           Liens
      in favor of the Administrative Agent for the benefit of the Secured Parties
      securing the Obligations;

     

    
      
        
        

      

      
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    (x)           
      Liens consisting of the interest of a lessee under any lease with respect to
      Containers where any Borrower or Guarantor is the lessor;

     

    (xi)           Liens
      on the property listed on Schedule 9.2 hereto that are granted to secure
      any refinancing or renewal of Indebtedness permitted under §9.1, which
      refinancing or renewal is permitted under §9.1(h) hereof (subject to all the
      provisos contained therein); provided that (a) such Liens encumber the same
      property (and no additional assets or property of the Borrowers) as secured
      the
      Indebtedness that was so refinanced or renewed and (b) the aggregate amount
      of
      Indebtedness secured by such property has not increased as a result of such
      refinancing or renewal;

     

    (xii)           interests
      of lessors in property leased to the Borrowers or a Subsidiary under §9.1(f);
      and

     

    (xiii)         other
      Liens on the assets of CAI and its Subsidiaries (other than Collateral) securing
      Indebtedness permitted under §9.1(m); provided that such Liens do not
      encumber (x) any Collateral or (y) IP Rights and information and operational
      support systems that are reasonably necessary for the operation of its
      respective businesses or relating to the administration and management of the
      assets included in the Borrowing Base and/or the Domestic Borrowing
      Base.

     

    9.2.2       Restrictions
      on Negative Pledges and Upstream
      Limitations.  CAI will not, nor will it
      permit any of its Subsidiaries to (a) enter into or permit to exist any
      arrangement or agreement (excluding the Credit Agreement and the other Loan
      Documents) which directly or indirectly prohibits CAI or any of its Subsidiaries
      from creating, assuming or incurring any Lien upon its properties, revenues
      or
      assets or those of any of its Subsidiaries whether now owned or hereafter
      acquired, or (b) enter into any agreement, contract or arrangement (excluding
      the Credit Agreement and the other Loan Documents) restricting the ability
      of
      any Subsidiary of any Borrower to pay or make dividends or distributions in
      cash
      or kind to such Borrower (other than an agreement made by any non-Guarantor
      Foreign Subsidiary of the CAI which is a special purpose entity in connection
      with a secured financing transaction which is without recourse to CAI or any
      of
      its other Subsidiaries or any of their assets), to make loans, advances or
      other
      payments of whatsoever nature to the Borrowers, or to make transfers or
      distributions of all or any part of its assets to the Borrowers; in each case
      other than (i) restrictions on specific assets which assets are the subject
      of
      purchase money security interests to the extent permitted under §9.2.1, and (ii)
      customary anti-assignment provisions contained in leases and licensing
      agreements entered into by CAI or such Subsidiary in the ordinary course of
      its
      business.

     

    9.3.          Restrictions
      on Investments.  CAI will not, and will not permit any of
      its Subsidiaries to, make or permit to exist or to remain outstanding any
      Investment except Investments in:

     

    (a)           
      marketable direct or guaranteed obligations of the United States of America
      or
      Japan that mature within one (1) year from the date of purchase by any
      Borrower;

     

    (b)           demand
      deposits, certificates of deposit, bankers acceptances and time deposits of
      United States or Japanese banks having total assets in excess of
      $1,000,000,000;

     

    
      
        
        

      

      
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    (c)           securities
      commonly known as "commercial paper" issued by a corporation organized
      and existing under the laws of Japan or the United States of America or any
      state thereof that at the time of purchase have been rated and the ratings
      for
      which are not less than "P 1" if rated by Moody's, and not less than "A 1"
      if
      rated by S&P;

     

    (d)           Investments
      existing on the date hereof and listed on Schedule 9.3
      hereto;

     

    (e)           (i)
      Investments by and between the Borrowers and the Guarantors, (ii) Investments
      by
      any Subsidiary of CAI who is not a Borrower or a Guarantor in any other
      Subsidiary of CAI who is not a Borrower or a Guarantor and (iii) subject to
      §8.18, Investments by any Borrower or any Guarantor in any Subsidiary of CAI
      that is not a Borrower or a Guarantor; provided that the aggregate amount
      of such Investments under this clause (iii) does not exceed $50,000,000 at
      any
      time;

     

    (f)        
         Investments consisting of the Guaranty and the guaranty
      provided by CAI pursuant to §17;

     

    (g)           Investments
      consisting of advances to employees pursuant to the Staff Loan Program,
provided that the aggregate amount of such Investments shall not exceed
      $1,500,000 at any time;

     

    (h)           Investments
      by any Subsidiary of CAI who is not a Borrower or a Guarantor; and

     

    (i)           other
      Investments not exceeding $10,000,000 in the aggregate outstanding at any
      time.

     

    9.4.          Restricted
      Payments.  Neither any Borrower nor any of its
      Subsidiaries will make any Restricted Payments except that, so long as no
      Default or Event of Default then exists or would result from such payment,
      CAI
      may make Distributions (a) at any time the Total Leverage Ratio, as of the
      date
      of such Distribution, is less than 2.00:1.00 or (b) in an amount not to exceed
      50% of Consolidated Net Income for the most recently ended fiscal year of CAI
      at
      any time the Total Leverage Ratio, as of the date of such Distribution, is
      equal
      to or greater than 2.00:1.00.  CAI shall deliver to the Administrative
      Agent on or before the date on which it or any of its Subsidiaries makes a
      Distribution a certificate of the principal financial or accounting officer
      of
      CAI indicating the amount of such Distribution and certifying that the
      conditions contained in the immediately preceding sentence are satisfied (such
      certificate to include a calculation of the Total Leverage Ratio as of the
      date
      of such Distribution), such certificate to be in form and substance satisfactory
      to the Administrative Agent.

     

    9.5.          Merger,
      Acquisitions and Consolidation; Disposition of Assets.

     

    9.5.1.
      Mergers and Acquisitions.  CAI
      will not, and will not permit any of its Subsidiaries to, become a party to
      any
      merger or consolidation, or agree to or effect any asset acquisition or stock
      acquisition (other than the acquisition of assets in the ordinary course of
      business consistent with past practices) except (a) the merger or consolidation
      of one or more of the Subsidiaries of CAI with and into any Borrower, with
      such
      Borrower as the surviving entity, or with and into a Subsidiary party to the
      Guaranty, with the Subsidiary party to the Guaranty as the surviving entity,
      or
      the merger or consolidation of two or more Subsidiaries of CAI so long as no
      such Subsidiary is a Borrower or a Guarantor and (b) Permitted
      Acquisitions.

     

    
      
        
        

      

      
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    9.5.2.
      Disposition of Assets.  CAI
      will not, and will not permit any of its Subsidiaries to, become a party to
      or
      agree to or effect any disposition of assets, other than the disposition of
      assets in the ordinary course of business consistent with past practices,
provided that, in connection with any such disposition of Collateral,
      after giving effect to any such disposition, (i) the sum of the outstanding
      amount of the Revolving Credit Loans (after giving effect to all amounts
      requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement
      Obligations plus the outstanding amount of Swing Line Loans shall not at
      any time exceed the lesser of (A) the Total Commitment at such time and (B)
      the
      Borrowing Base at such time and (ii) the sum of the outstanding amount of the
      CAI Revolving Credit Loans (after giving effect to all amounts requested)
plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations
      in respect of Letters of Credit issued for the account of CAI, plus the
      outstanding amount of Swing Line Loans made to CAI shall not at any time exceed
      the lesser of (A) the Total Commitment at such time and (B) the Domestic
      Borrowing Base at such time.

     

    9.6.          Sale
      and Leaseback.  Unless the Required Lenders shall have
      given their prior written consent, CAI will not, and will not permit any of
      its
      Subsidiaries to, enter into any arrangement, directly or indirectly, whereby
      CAI
      or any of its Subsidiary shall sell or transfer any property owned by it in
      order then or thereafter to lease such property or lease other property that
      CAI
      or such Subsidiary intends to use for substantially the same purpose as the
      property being sold or transferred, except for such transactions as would be
      permitted under §9.1(f).

     

    9.7.          Compliance
      with Environmental Laws.  CAI will not, and will not
      permit any of its Subsidiaries to, (a) use any of the Real Estate or any portion
      thereof for the handling, processing, storage or disposal of Hazardous
      Substances, (b) cause or permit to be located on any of the Real Estate any
      underground tank or other underground storage receptacle for Hazardous
      Substances, (c) generate any Hazardous Substances on any of the Real Estate,
      (d)
      conduct any activity at any Real Estate or use any Real Estate in any manner
      so
      as to cause a release (i.e. releasing, spilling, leaking, pumping, pouring,
      emitting, emptying, discharging, injecting, escaping, leaching, disposing or
      dumping) or threatened release of Hazardous Substances on, upon or into the
      Real
      Estate or (e) otherwise conduct any activity at any Real Estate or use any
      Real
      Estate in any manner that would violate any Environmental Law or bring such
      Real
      Estate in violation of any Environmental Law.

     

    9.8.          Subordinated
      Debt.  CAI will not, nor will it permit any of its
      Subsidiaries to, amend, supplement or otherwise modify the terms of any
      Subordinated Debt or any Subordination Documents (i) which amendment, supplement
      or modification effects any increase in the principal amount of the Subordinated
      Debt except through the issuance of additional Subordinated Debt in payment
      of
      interest on the Subordinated Debt, the interest rate thereon or any fees
      thereunder, or shortens the maturity or average life to maturity thereof, adds
      or modifies to make more burdensome to CAI or its Subsidiaries the terms of
      any
      required prepayments, redemptions, or repurchases (other than waivers or
      deferrals thereof) thereunder, modifies the terms of the subordination
      provisions thereof, or makes more burdensome to CAI or such Subsidiary, the
      financial covenants contained therein or adds additional such covenants or
      events of default therein or (ii) which amendment, supplement or modification
      relates to other terms and provisions of the Subordinated Debt and the
      cumulative effect of which is to make the Subordinated Debt materially more
      restrictive of CAI or its Subsidiaries, or materially adversely affect the
      Administrative Agent’s or the Lender’s rights or interests thereunder or under
      the Loan Documents or the Borrowers’ ability to fulfill its obligations under
      the Loan Documents.  CAI will not, nor will it permit any of its
      Subsidiaries to prepay, redeem or repurchase or issue any notice of redemption
      with respect to, or take any other action which would require CAI or any of
      its
      Subsidiaries to prepay, redeem or repurchase any Subordinated Debt;
provided that the Borrowers may prepay, redeem or repurchase any
      Subordinated Debt so long as (i) both before and immediately after giving effect
      to any such prepayment, redemption or repurchase, no Default or Event of Default
      shall have occurred and be continuing, (ii) the Borrowers demonstrate that,
      after giving pro forma effect to such prepayment, redemption or
      repurchase, it would be in compliance with the Borrowing Base and the Domestic
      Borrowing Base and (iii) a Responsible Officer of CAI provides a certificate,
      in
      form and substance satisfactory to the Administrative Agent, confirming the
      amount of such prepayment, redemption or repurchase and that the conditions
      set
      forth on clauses (i) and (ii) of this proviso are satisfied.

     

    
      
        
        

      

      
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    9.9.          Employee
      Benefit Plans.  Neither any Borrower nor any ERISA
      Affiliate will:

     

    (a)           engage
      in any "prohibitedtransaction" within the meaning of §406 of ERISA
      or §4975 of the Code which could result in a material liability for such
      Borrower or any of its Subsidiaries; or

     

    (b)           permit
      any Guaranteed Pension Plan to incur an
      "accumulatedfundingdeficiency", as such term is defined in
§302 of ERISA, whether or not such deficiency is or
      may be waived;
      or

     

    (c)           fail
      to contribute to any Guaranteed Pension Plan to an extent which, or terminate
      any Guaranteed Pension Plan in a manner which, could result in the imposition
      of
      a lien or encumbrance on the assets of such Borrower or any of its Subsidiaries
      pursuant to §302(f) or §4068 of ERISA; or

     

    (d)           amend
      any Guaranteed Pension Plan in circumstances requiring the posting of security
      pursuant to §307 of ERISA or §401(a)(29) of the Code; or

     

    (e)           permit
      or take any action which would result in the aggregate benefit liabilities
      (within the meaning of §4001 of ERISA) of all Guaranteed Pension Plans exceeding
      the value of the aggregate assets of such Plans, disregarding for this purpose
      the benefit liabilities and assets of any such Plan with assets in excess of
      benefit liabilities.

     

    9.10.        Business
      Activities.  CAI will not, and will not permit any of its
      Subsidiaries to, engage directly or indirectly (whether through Subsidiaries
      or
      otherwise) in any type of business other than the businesses of the ownership,
      management, leasing, sale and other operation of transportation equipment and
      in
      related businesses.

     

    9.11.        Fiscal
      Year.  CAI will not, and will not permit any of its
      Subsidiaries to, change the date of the end of its fiscal (or financial) year
      from that set forth in §7.4.1.

     

    9.12.        Transactions
      with Affiliates.  Except as otherwise permitted by the
      terms of §7.15, CAI will not, and will not permit any of its Subsidiaries to,
      engage in any transaction with any Affiliate (other than for services as
      employees, officers and directors), including any contract, agreement or other
      arrangement providing for the furnishing of services to or by, providing for
      rental of real or personal property to or from, or otherwise requiring payments
      to or from any such Affiliate or, to the knowledge of such Borrower, any
      corporation, partnership, trust or other entity in which any such Affiliate
      has
      a substantial interest or is an officer, director, trustee or partner, on terms
      more favorable to such Person than would have been obtainable on an arm's-length
      basis in the ordinary course of business.

     

    
      
        
        

      

      
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    10. FINANCIAL
      COVENANTS.

     

    Each
      Borrower covenants and agrees that, so long as any Revolving Credit Loan, Unpaid
      Reimbursement Obligation, Letter of Credit, Swing Line Loan or Revolving Credit
      Note is outstanding or any Lender has any obligation to make any Revolving
      Credit Loans or the L/C Issuer has any obligation to issue, extend or renew
      any
      Letters of Credit or the Swing Line Lender has any obligation to make Swing
      Line
      Loans:

     

    10.1.        Maximum
      Total Leverage Ratio.

     

    The
      Borrowers will not permit the Total Leverage Ratio, as at the end of any
      Reference Period, to exceed the ratio of 4.50:1.00.

     

    10.2.        Minimum
      Fixed Charge Coverage Ratio.  The Borrowers will not
      permit, as at the end of any Reference Period, the ratio of (a) Consolidated
      Operating Cash Flow to (b) Consolidated Total Debt Service to be less than
      1.25:1.00.

     

    11. CLOSING
      CONDITIONS.

     

    The
      obligations of the Lenders to make the initial Revolving Credit Loans and of
      the
      L/C Issuer to issue any initial Letters of Credit and of the Swing Line Lender
      to make Swing Line Loans on the Closing Date shall be subject to the
      satisfaction of the following conditions precedent, except to the extent
      such
      conditions are subject to the Post-Closing Agreement:

     

    11.1.        Loan
      Documents etc.  Each of the Loan Documents shall have
      been duly executed and delivered by the respective parties thereto, shall be
      in
      full force and effect and shall be in form and substance satisfactory to each
      of
      the Lenders.  Each Lender shall have received a fully executed copy of
      each such document.

     

    11.2.        Certified
      Copies of Governing Documents.  The Administrative Agent
      shall have received from each Borrower and each Guarantor a copy, certified
      by a
      duly authorized officer of such Person to be true and complete on the Closing
      Date, of each of its Governing Documents as in effect on such date of
      certification.

     

    11.3.        Corporate
      or Other Action.  All corporate (or other) action
      necessary for the valid execution, delivery and performance by each Borrower
      and
      each Guarantor of this Credit Agreement and the other Loan Documents to which
      it
      is or is to become a party shall have been duly and effectively taken, and
      evidence thereof satisfactory to the Lenders shall have been provided to the
      Administrative Agent.

     

    11.4.        Incumbency
      Certificate.  The Administrative Agent shall have
      received from each Borrower and each Guarantor an incumbency certificate, dated
      as of the Closing Date, signed by a duly authorized officer of such Borrower
      or
      such Guarantor, and giving the name and bearing a specimen signature of each
      individual who shall be authorized: (a) to sign, in the name and on behalf
      of
      each of the Borrowers or such Guarantor, each of the Loan Documents to which
      such Borrower or such Guarantor is or is to become a party; (b) in the case
      of
      the Borrowers, to make Loan Requests, Swing Line Loan Notices and Conversion
      Requests and to apply for Letters of Credit; and (c) to give notices and to
      take
      other action on its behalf under the Loan Documents.

     

    
      
        
        

      

      
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    11.5.        Validity
      of Liens.  The Security Documents shall be effective to
      create in favor of the Administrative Agent a legal, valid and enforceable
      first
      (except for Permitted Liens entitled to priority under applicable law) security
      interest in and Lien upon the Collateral.  All filings, recordings,
      deliveries of instruments and other actions necessary or desirable in the
      opinion of the Administrative Agent to protect and preserve such security
      interests shall have been duly effected.  The Administrative Agent
      shall have received evidence thereof in form and substance satisfactory to
      the
      Administrative Agent.

     

    11.6.        Asset
      List; Perfection Certificates and UCC Search
      Results.  The Administrative Agent shall have received
      from each Borrower a list detailing all of the Borrowers' and their
      Subsidiaries' assets and properties as at the date stated thereon (which shall
      be on or after September 25, 2007), and, to the extent required by the
      Administrative Agent, descriptions of any and all Liens (other than Permitted
      Liens) encumbering any such assets as well as copies of any and all loan
      documentation evidencing the Indebtedness to which any such Liens (other than
      Permitted Liens) relate, all certified as true and accurate by a Responsible
      Officer of each Borrower.  The Administrative Agent shall have
      received from each Borrower and each Guarantor completed and fully executed
      Perfection Certificates and the results of Uniform Commercial Code searches
      (and
      the equivalent thereof in all applicable foreign jurisdictions) with respect
      to
      the Collateral, indicating no Liens other than Permitted Liens and otherwise
      in
      form and substance satisfactory to the Administrative Agent.

     

    11.7.        Certificates
      of Insurance.  The Administrative Agent shall have
      received (a) a certificate of insurance from an independent insurance broker
      dated on or about the Closing Date, identifying insurers, types of insurance,
      insurance limits, and policy terms, and otherwise describing the insurance
      obtained in accordance with the provisions of the Security Agreement and (b)
      certified copies of all policies evidencing such insurance (or certificates
      therefor signed by the insurer or an agent authorized to bind the
      insurer).

     

    11.8.        Borrowing
      Base Report.  The Administrative Agent shall have
      received from the Borrowers the initial Borrowing Base Report, dated as of
      the
      Closing Date.

     

    11.9.       
      Financial Condition.  The Administrative Agent
      and each of the Lenders shall have received from the Borrowers the financial
      statements and projections referred to in §§7.4.2 and 7.4.3 and shall be
      satisfied that such financial statements fairly represent the financial position
      of the Borrowers as of the respective dates of such financial
      statements.

     

    11.10.     Opinion
      of Counsel.  Each of the Lenders and the Administrative
      Agent shall have received a favorable legal opinion addressed to the Lenders
      and
      the Administrative Agent, dated as of the Closing Date, in form and substance
      satisfactory to the Lenders and the Administrative Agent, from (a) Perkins
      Coie
      LLP, counsel to the Borrowers and their Subsidiaries, (b) Chancery
      Chambers, special Barbados counsel to CAI Barbados and (c) any
      local counsel to the Borrowers and their Subsidiaries.

     

    
      
        
        

      

      
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    11.11.     Payment
      of Fees.  The Borrowers shall have paid to the Lenders or
      the Administrative Agent, as appropriate, the fees referred to in §5.1, together
      with the reasonable fees, expenses and disbursements of the Administrative
      Agent's Special Counsel as of the Closing Date.

     

    11.12.     Existing
      Credit Agreement.  All amounts outstanding under the
      Existing Credit Agreement shall have been paid in full under this Agreement,
      all
      commitments thereunder of lenders who are not parties to this Agreement shall
      have been terminated and all commitments thereunder of the Lenders party to
      this
      Agreement shall be evidenced only by this Agreement.

     

    11.13.     No
      Material Adverse Change.  There shall not occurred a
      material adverse change in (a) the business, assets, properties, liabilities
      (actual or contingent), operations, condition (financial or otherwise) or
      prospects of CAI or any of its Subsidiaries, taken as a whole, since December
      31, 2006 and (b) the facts and information represented to date to the
      Administrative Agent and the Lenders.  

     

    11.14.     Commercial
      Financial Examination, Etc.  The Administrative Agent
      shall have received, in form and substance reasonably satisfactory to the
      Administrative Agent, a commercial finance examination of CAI and its
      Subsidiaries, and any such additional appraisal reports or other reports or
      certifications as the Administrative Agent may reasonably
      request.  

     

    Without
      limiting the generality of the provisions of §14.3, for purposes of determining
      compliance with the conditions specified in this §11, each Lender that has
      signed this Agreement shall be deemed to have consented to, approved or accepted
      or to be satisfied with, each document or other matter required thereunder
      to be
      consented to or approved by or acceptable or satisfactory to a Lender unless
      the
      Administrative Agent shall have received notice from such Lender prior to the
      proposed Closing Date specifying its objection thereto.

     

    12. CONDITIONS
      TO ALL BORROWINGS.

     

    The
      obligations of the Lenders to make any Revolving Credit Loan, and of the
      Administrative Agent to issue, extend or renew any Letter of Credit, or of
      the
      Swing Line Lender to make any Swing Line Loans, in each case whether on or
      after
      the Closing Date, shall also be subject to the satisfaction of the following
      conditions precedent:

     

    12.1.        Representations
      True; No Event of Default.  Each of the representations
      and warranties of any of the Borrowers and their Subsidiaries contained in
      this
      Credit Agreement, the other Loan Documents or in any document or instrument
      delivered pursuant to or in connection with this Credit Agreement shall be
      true
      as of the date as of which they were made and shall also be true at and as
      of
      the time of the making of such Revolving Credit Loan, or such Swing Line Loan,
      or the issuance, extension or renewal of such Letter of Credit, with the same
      effect as if made at and as of that time (except to the extent of changes
      resulting from transactions contemplated or permitted by this Credit Agreement
      and the other Loan Documents and changes occurring in the ordinary course of
      business that singly or in the aggregate are not materially adverse, and to
      the
      extent that such representations and warranties relate expressly to an earlier
      date) and no Default or Event of Default shall have occurred and be continuing
      or would result from the making of such Revolving Credit Loan, or such Swing
      Line Loan, or the issuance, extension or renewal of such Letter of
      Credit.  The Administrative Agent shall have received a certificate of
      the Borrowers signed by an authorized officer of the Borrowers to such
      effect.

     

    
      
        
        

      

      
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    12.2.        No
      Legal Impediment.  No change shall have occurred in any
      law or regulations thereunder or interpretations thereof that in the reasonable
      opinion of any Lender would make it illegal for such Lender to make any
      Revolving Credit Loan, Swing Line Loan or to participate in the issuance,
      extension or renewal of such Letter of Credit or in the reasonable opinion
      of
      the Administrative Agent would make it illegal for the Administrative Agent
      to
      issue, extend or renew such Letter of Credit.

     

    12.3.        Governmental
      Regulation.

     

    Each
      Lender shall have received such statements in substance and form reasonably
      satisfactory to such Lender as such Lender shall require for the purpose of
      compliance with any applicable regulations of the Comptroller of the Currency
      or
      the Board of Governors of the Federal Reserve System.

     

    12.4.        Proceedings
      and Documents.  All proceedings in connection with the
      transactions contemplated by this Credit Agreement, the other Loan Documents
      and
      all other documents incident thereto shall be satisfactory in substance and
      in
      form to the Lenders and to the Administrative Agent and the Administrative
      Agent's Special Counsel, and the Lenders, the Administrative Agent and such
      counsel shall have received all information and such counterpart originals
      or
      certified or other copies of such documents as the Administrative Agent may
      reasonably request.

     

    12.5.       
      Borrowing Base Report.  The Administrative
      Agent shall have received the most recent Borrowing Base Report required to
      be
      delivered to the Administrative Agent in accordance with §8.4(f).

     

    12.6.        Borrowing
      Base Compliance.  Immediately before and after giving
      effect to the credit extensions requested, (a) the sum of the outstanding amount
      of the Revolving Credit Loans plus the Maximum Drawing Amount and all
      Unpaid Reimbursement Obligations plus the outstanding amount of Swing
      Line Loans shall not exceed the lesser of (i) the Total Commitment at such
      time
      and (ii) the Borrowing Base at such time and (b) the sum of the outstanding
      amount of the CAI Revolving Credit Loans plus the Maximum Drawing Amount
      and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued
      for the account of CAI  plus the outstanding amount of Swing
      Line Loans made to CAI shall not exceed the lesser of (i) the Total Commitment
      at such time and (ii) the Domestic Borrowing Base at such time.

     

    13. EVENTS
      OF DEFAULT; ACCELERATION; ETC.

     

    13.1.        Events
      of Default and Acceleration.  If any of the following
      events ("EventsofDefault" or, if the giving of notice or
      the lapse of time or both is required, then, prior to such notice or lapse
      of
      time, "Defaults") shall occur:

     

    (a)           any
      Borrower shall fail to pay any principal of the Revolving Credit Loans, Swing
      Line Loans or any Reimbursement Obligation when the same shall become due and
      payable, whether at the stated date of maturity or any accelerated date of
      maturity or at any other date fixed for payment and, except in the case of
      an
      acceleration of the maturity of the Revolving Credit Loans, in which case an
      Event of Default shall occur immediately, such failure shall continue for a
      period of five (5) days;

     

    
      
        
        

      

      
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    (b)           any
      Borrower or any of its Subsidiaries shall fail to pay any interest on the
      Revolving Credit Loans or the Swing Line Loans, any fees or other sums due
      hereunder or under any of the other Loan Documents, when the same shall become
      due and payable, whether at the stated date of maturity or any accelerated
      date
      of maturity or at any other date fixed for payment and, except in the case
      of an
      acceleration of the maturity of the Revolving Credit Loans, in which case an
      Event of Default shall occur immediately, such failure shall continue for a
      period of five (5) days;

     

    (c)           any
      Borrower shall fail to comply with any of its covenants contained in §§8.1, 8.2
      (other than, with respect to CAI, moves within the State of California or with
      respect to CAI Barbados, moves within Barbados), 8.4, 8.5, 8.9, 8.12, 9 or
      10 or
      any of the covenants contained in any of the Security Documents
      (provided, that this reference to covenants in the Security Documents
      shall not abridge grace periods provided therein with respect to certain
      Defaults also addressed in this Agreement);

     

    (d)           any
      Borrower or any of its Subsidiaries shall fail to perform any term, covenant
      or
      agreement contained herein or in any of the other Loan Documents (other than
      those specified elsewhere in this §13.1) for fifteen (15) days after written
      notice of such failure has been given to the Borrowers by the Administrative
      Agent;

     

    (e)           any
      representation or warranty of any Borrower or any of its Subsidiaries in this
      Credit Agreement or any of the other Loan Documents or in any other document
      or
      instrument delivered pursuant to or in connection with this Credit Agreement
      shall prove to have been false, incorrect or incomplete in any material respect
      upon the date when made or deemed to have been made or repeated;

     

    (f)         
        any Borrower or any of its Subsidiaries shall (x) fail to pay at
      maturity, or within any applicable period of grace, (i) any obligation for
      borrowed money or credit received in an aggregate principal amount in excess
      of
      $10,000,000, (ii) any obligation in respect of any Capitalized Leases in an
      aggregate amount in excess of $10,000,000, or (iii) any obligation in respect
      of
      any operating leases with respect to which the present value (calculated at
      a
      discount rate of nine percent (9%) per annum) of the future obligations of
      the
      Borrowers and their Subsidiaries thereunder exceeds $10,000,000, or (y) fail
      to
      observe or perform any material term, covenant or agreement contained in any
      agreement referenced in clauses (i) through (iii) above for such period of
      time
      as would permit (assuming the giving of appropriate notice if required) the
      holder or holders thereof or of any obligations issued thereunder to accelerate
      the maturity thereof, or any such holder or holders shall rescind or shall
      have
      a right to rescind the purchase of any such obligations;

     

    (g)           (i)
      any Borrower, any Guarantor or any Material Subsidiary shall make an assignment
      for the benefit of creditors, or admit in writing its inability to pay or
      generally fail to pay its debts as they mature or become due, or shall petition
      or apply for the appointment of a trustee or other custodian, liquidator or
      receiver of such Borrower , such Guarantor or such Material Subsidiary or of
      any
      substantial part of the assets of such Borrower, such Guarantor or such Material
      Subsidiary or shall commence any case or other proceeding relating to such
      Borrower, such Guarantor or such Material Subsidiary under any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or
      liquidation or similar law of any jurisdiction, now or hereafter in effect,
      or
      shall take any action to authorize or in furtherance of any of the foregoing;
      or
      (ii) if any such petition or application shall be filed or any such case or
      other proceeding shall be commenced against any Borrower, any Guarantor or
      any
      Material Subsidiary and, with respect to this clause (ii) only, (x) such
      Borrowers, such Guarantor or such Material Subsidiary shall indicate its
      approval thereof, consent thereto or acquiescence therein or (y) such petition
      or application shall not have been dismissed within thirty (30) days following
      the filing thereof;

     

    
      
        
        

      

      
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    (h)           a
      decree or order is entered appointing any such trustee, custodian, liquidator
      or
      receiver or adjudicating any Borrower, any Guarantor or any Material Subsidiary
      bankrupt or insolvent, or approving a petition in any such case or other
      proceeding, or a decree or order for relief is entered in respect of any
      Borrower, any Guarantor or any Material Subsidiary in an involuntary case under
      federal bankruptcy laws as now or hereafter constituted;

     

    (i)    
             there shall remain in force,
      undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether
      or not consecutive, any final judgment against any Borrower or any of its
      Subsidiaries that, with other outstanding final judgments, undischarged, against
      any Borrower or any of its Subsidiaries exceeds in the aggregate
      $5,000,000;

     

    (j)   
              reserved;

     

    (k)  
               if any of the Loan
      Documents shall be cancelled, terminated, revoked or rescinded or the
      Administrative Agent's Liens in a substantial portion of the Collateral shall
      cease to be perfected, or shall cease to have the priority contemplated by
      the
      Security Documents, in each case otherwise than in accordance with the terms
      thereof or with the express prior written agreement, consent or approval of
      the
      Lenders, or any action at law, suit or in equity or other legal proceeding
      to
      cancel, revoke or rescind any of the Loan Documents shall be commenced by or
      on
      behalf of any Borrower or any of its Subsidiaries party thereto or any of their
      respective stockholders, or any court or any other governmental or regulatory
      authority or agency of competent jurisdiction shall make a determination that,
      or issue a judgment, order, decree or ruling to the effect that, any one or
      more
      of the Loan Documents is illegal, invalid or unenforceable in accordance with
      the terms thereof;

     

    (l)      
           any Borrower or any ERISA Affiliate incurs any
      liability to the PBGC or a Guaranteed Pension Plan in connection with the
      termination of a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
      aggregate amount exceeding $5,000,000, or any Borrower or any ERISA Affiliate
      is
      assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer
      Plan requiring aggregate annual payments exceeding $5,000,000, or any of the
      following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA
      Reportable Event, or a failure to make a required installment or other payment
      (within the meaning of §302(f)(1) of ERISA), provided that the
      Administrative Agent determines in its reasonable discretion that such event
      (A)
      could be expected to result in liability of the Borrowers or any of their
      Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount
      exceeding $5,000,000 and (B) could constitute grounds for the termination of
      such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate
      United States District Court of a trustee to administer such Guaranteed Pension
      Plan or for the imposition of a Lien in favor of such Guaranteed Pension Plan;
      or (ii) the appointment by a United States District Court of a trustee to
      administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC
      of
      proceedings to terminate such Guaranteed Pension Plan;

     

    
      
        
        

      

      
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    (m)           any
      Borrower, any Guarantor or any Material Subsidiary shall be enjoined, restrained
      or in any way prevented by the order of any Governmental Authority from
      conducting any part of its business if such circumstance could reasonably be
      expected to have a Material Adverse Effect, and such order shall continue in
      effect for more than thirty (30) days;

     

    (n)           there
      shall occur any material damage to, or loss, theft or destruction of, any
      Collateral, whether or not insured, or any strike, lockout, labor dispute,
      embargo, condemnation, act of God or public enemy, or other casualty, which
      in
      any such case causes, for more than fifteen (15) consecutive days, the cessation
      or substantial curtailment of revenue producing activities at any facility
      of
      any Borrower or any of its Subsidiaries if such event or
      circumstance is not covered by business interruption insurance and would have
      a
      Material Adverse Effect;

     

    (o)           there
      shall occur the loss, suspension or revocation of, or failure to renew, any
      license or permit now held or hereafter acquired by any Borrower or any of
      its
      Subsidiaries if such loss, suspension, revocation or failure to renew would
      have
      a Material Adverse Effect;

     

    (p)           any
      Borrower or any of its Subsidiaries shall be indicted for a state or federal
      crime, or any civil or criminal action shall otherwise have been brought against
      any Borrower or any of its Subsidiaries, a punishment for which in any such
      case
      could include the forfeiture of any assets of such Borrower or such Subsidiary
      included in the Borrowing Base or the Domestic Borrowing Base or any assets
      of
      any Borrower or such Subsidiary not included in the Borrowing Base or the
      Domestic Borrowing Base but having a fair market value in excess of $5,000,000;
      or

     

    (q)           a
      Change of Control shall occur;

     

    then,
      and
      in any such event, so long as the same may be continuing, the Administrative
      Agent may, and upon the request of the Required Lenders shall, by notice in
      writing to the Borrowers declare all amounts owing with respect to this Credit
      Agreement, the Revolving Credit Notes and the other Loan Documents and all
      Reimbursement Obligations and Swing Line Loans to be, and they shall thereupon
      forthwith become, immediately due and payable and the require the Borrowers
      to
      provide Cash Collateral for all L/C Exposure, in each case, without presentment,
      demand, protest or other notice of any kind, all of which are hereby expressly
      waived by the Borrowers; provided that in the event of any Event of
      Default specified in §§13.1(g) or 13.1(h), all such amounts shall become
      immediately due and payable and the Borrowers shall be required to provide
      Cash
      Collateral for all L/C Exposure, in each case, automatically and without any
      requirement of notice from the Administrative Agent or any Lender.

     

    13.2.        Termination
      of Commitments.  If any one or more of the Events of
      Default specified in §13.1(g) or §13.1(h) shall occur, any unused portion of the
      credit hereunder shall forthwith terminate and each of the Revolving Credit
      Lenders shall be relieved of all further obligations to make Revolving Credit
      Loans to the Borrowers, the Swing Line Lender shall be relieved of all further
      obligations to make Swing Line Loans to the Borrowers and the L/C Issuer shall
      be relieved of all further obligations to issue, extend or renew Letters of
      Credit.  If any other Event of Default shall have occurred and be
      continuing, the Administrative Agent may and, upon the request of the Required
      Lenders, shall, by notice to the Borrowers, terminate the unused portion of
      the
      credit hereunder, and upon such notice being given such unused portion of the
      credit hereunder shall terminate immediately and each of the Revolving Lenders
      shall be relieved of all further obligations to make Revolving Credit Loans,
      the
      Swing Line Lender shall be relieved of all further obligations to make Swing
      Line Loans to the Borrowers and the L/C Issuer shall be relieved of all further
      obligations to issue, extend or renew Letters of Credit.  No
      termination of the credit hereunder shall relieve any Borrower or any of its
      Subsidiaries of any of the Obligations.

     

    
      
        
        

      

      
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    13.3.        Remedies.  In
      case any one or more of the Events of Default shall have occurred and be
      continuing, and whether or not the Lenders shall have accelerated the maturity
      of the Revolving Credit Loans pursuant to §13.1, each Lender, if owed any amount
      with respect to the Revolving Credit Loans, Swing Line Loans or the
      Reimbursement Obligations, may, with the consent of the Required Lenders but
      not
      otherwise, proceed to protect and enforce its rights by suit in equity, action
      at law or other appropriate proceeding, whether for the specific performance
      of
      any covenant or agreement contained in this Credit Agreement and the other
      Loan
      Documents or any instrument pursuant to which the Obligations to such Lender
      are
      evidenced, including as permitted by applicable law the obtaining of the
exparte appointment of a receiver, and, if such amount shall have
      become due, by declaration or otherwise, proceed to enforce the payment thereof
      or any other legal or equitable right of such Lender.  No remedy
      herein conferred upon any Lender or the Administrative Agent or the holder
      of
      any Revolving Credit Note or purchaser of any Letter of Credit Participation
      is
      intended to be exclusive of any other remedy and each and every remedy shall
      be
      cumulative and shall be in addition to every other remedy given hereunder or
      now
      or hereafter existing at law or in equity or by statute or any other provision
      of law.

     

    13.4.       
      Distribution of Collateral Proceeds.  In the
      event that, following the occurrence or during the continuance of any Default
      or
      Event of Default, the Administrative Agent or any Lender, as the case may be,
      receives any monies in connection with the enforcement of any the Security
      Documents, or otherwise with respect to the realization upon any of the
      Collateral, such monies shall be distributed for application as
      follows:

     

    (a)           First,
      to the payment of, or (as the case may be) the reimbursement of the
      Administrative Agent for or in respect of all reasonable costs, expenses,
      disbursements and losses which shall have been incurred or sustained by the
      Administrative Agent in connection with the collection of such monies by the
      Administrative Agent, for the exercise, protection or enforcement by the
      Administrative Agent of all or any of the rights, remedies, powers and
      privileges of the Administrative Agent under this Credit Agreement or any of
      the
      other Loan Documents or in respect of the Collateral or in support of any
      provision of adequate indemnity to the Administrative Agent against any taxes
      or
      liens which by law shall have, or may have, priority over the rights of the
      Administrative Agent to such monies;

     

    (b)           Second,
      to all other Obligations (other than obligations of each Borrower and its
      Subsidiaries to any Secured Party with respect to any Interest Rate Protection
      Agreements, Swap Contracts or Cash Management Agreements) in such order or
      preference as the Required Lenders may determine; provided,
however, that (i) distributions shall be made (A) paripassu
      among Obligations with respect to the fees owing to the Administrative Agent
      and
      all other Obligations and (B) with respect to each type of Obligation owing
      to
      the Lenders, such as interest, principal, fees and expenses, among the Lenders
      prorata, and (ii) the Administrative Agent may in its discretion
      make proper allowance to take into account any Obligations not then due and
      payable;

     

    
      
        
        

      

      
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    (c)           Third,
      to obligations of each Borrower and its Subsidiaries to any of the Secured
      Parties with respect to any Interest Rate Protection Agreements, any Swap
      Contracts and any Cash Management Agreements entered into with any Secured
      Party;

     

    (d)           Fourth,
      upon payment and satisfaction in full or other provisions for payment in full
      satisfactory to the Lenders and the Administrative Agent of all of the
      Obligations, to the payment of any obligations required to be paid pursuant
      to
§9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State of
      New York; and

     

    (e)           Fifth,
      the excess, if any, shall be returned to the Borrowers or to such other Persons
      as are entitled thereto.

     

    14. THE
      ADMINISTRATIVE AGENT.

     

    14.1.        Authorization.

     

    (a)           Each
      of the Lenders hereby irrevocably appoints Bank of America to act on its behalf
      as Administrative Agent hereunder and under the other Loan
      Documents.  The Administrative Agent is authorized to take such action
      on behalf of each of the Lenders and to exercise all such powers as are
      hereunder and under any of the other Loan Documents and any related documents
      delegated to the Administrative Agent, together with such powers as are
      reasonably incident thereto, including the authority, without the necessity
      of
      any notice to or further consent of the Lenders, from time to time to take
      any
      action with respect to any Collateral or the Security Documents which may be
      necessary to perfect, maintain perfected or insure the priority of the security
      interest in and liens upon the Collateral granted pursuant to the Security
      Documents, provided that no duties or responsibilities not expressly
      assumed herein or therein shall be implied to have been assumed by the
      Administrative Agent.  The provisions of this §14 are solely for the
      benefit of the Administrative Agent, the Lenders, the Swing Line Lender and
      the
      L/C Issuer, and neither the Borrowers nor any of their Subsidiaries shall have
      rights as a third party beneficiary of any of such provisions.

     

    (b)           The
      relationship between the Administrative Agent and each of the Lenders is that
      of
      an independent contractor.  The use of the term "Administrative
      Agent" is for convenience only and is used to describe, as a form of
      convention, the independent contractual relationship between the Administrative
      Agent and each of the Lenders.  Nothing contained in this Credit
      Agreement nor the other Loan Documents shall be construed to create an agency,
      trust or other fiduciary relationship between the Administrative Agent and
      any
      of the Lenders.

     

    (c)           As
      an independent contractor empowered by the Lenders to exercise certain rights
      and perform certain duties and responsibilities hereunder and under the other
      Loan Documents, the Administrative Agent is nevertheless a
      "representative" of the Lenders, as that term is defined in Article 1 of
      the Uniform Commercial Code, for purposes of actions for the benefit of the
      Lenders and the Administrative Agent with respect to all collateral security
      and
      guaranties contemplated by the Loan Documents.  Such actions include
      the designation of the Administrative Agent as "securedparty",
      "mortgagee" or the like on all financing statements, certificates of
      title and other documents and instruments, whether recorded or otherwise,
      relating to the attachment, perfection, priority or enforcement of any security
      interests, mortgages or deeds of trust in collateral security intended to secure
      the payment or performance of any of the Obligations, all for the benefit of
      the
      Lenders and the Administrative Agent.

     

    
      
        
        

      

      
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    (d)           The
      L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
      Credit issued by it and the documents associated therewith, and the L/C Issuer
      shall have all of the benefits and immunities (i) provided to the Administrative
      Agent in this §14 with respect to any acts taken or omissions suffered by the
      L/C Issuer in connection with Letters of Credit issued by it or proposed to
      be
      issued by it and the applications and agreements for letters of credit
      pertaining to the L/C Issuer as fully as if the term “Administrative Agent” as
      used in this §14 included the L/C Issuer with respect to such acts or omissions
      (and including any affiliates of the L/C Issuer and the officers, directors,
      employees, agents and attorneys-in-fact of the L/C Issuer and any affiliates),
      and (ii) as additionally provided herein with respect to the L/C
      Issuer.

     

    14.2.        Employees
      and Administrative Agents.  The Administrative Agent may
      exercise its powers and execute its duties by or through employees or sub-agents
      and shall be entitled to take, and to rely on, advice of counsel concerning
      all
      matters pertaining to its rights and duties under this Credit Agreement and
      the
      other Loan Documents.  The Administrative Agent and any such sub-agent
      may perform any and all of its duties and exercise its rights and powers by
      or
      through their respective Related Parties.  The Administrative Agent
      may utilize the services of such Persons as the Administrative Agent in its
      sole
      discretion may reasonably determine, and all reasonable fees and expenses of
      any
      such Persons shall be paid by the Borrowers.  The exculpatory
      provisions of this §14 shall apply to any such sub-agent and to the Related
      Parties of the Administrative Agent and any such sub-agent, and shall apply
      to
      their respective activities in connection with the syndication of the credit
      facilities provided for herein as well as activities as Administrative
      Agent.

     

    14.3.        No
      Liability.  The Administrative Agent shall not have any
      duties or obligations except those expressly set forth herein and in the other
      Loan Documents.  Neither the Administrative Agent nor any of its
      shareholders, directors, officers or employees nor any other Person assisting
      them in their duties nor any agent or employee thereof, shall be liable for
      any
      waiver, consent or approval given or any action taken, or omitted to be taken,
      in good faith by it or them hereunder or under any of the other Loan Documents,
      or in connection herewith or therewith, or be responsible for the consequences
      of any oversight or error of judgment whatsoever, except that the Administrative
      Agent or such other Person, as the case may be, may be liable for losses due
      to
      its willful misconduct or gross negligence.  The Administrative Agent
      shall be entitled to rely, and shall be fully protected in relying, upon any
      writing, communication, signature, resolution, representation, notice, consent,
      certificate, affidavit, letter, telegram, facsimile, telex, electronic mail
      message, statement or other document or conversation believed by it to be
      genuine and correct and to have been signed, sent or made by the proper Person
      or Persons, and upon advice and statements of legal counsel (including counsel
      to the Borrowers), independent accountants and other experts selected by the
      Administrative Agent.  The Administrative Agent shall be fully
      justified in failing or refusing to take any action under any Loan Document
      unless it shall first receive such advice or concurrence of the Required Lenders
      as it deems appropriate and, if it so requests, it shall first be indemnified
      to
      its satisfaction by the Lenders against any and all liability and expense which
      may be incurred by it by reason of taking or continuing to take any such action;
      provided that the Administrative Agent shall not be required to take any
      action that, in its opinion or the opinion of its counsel, may expose the
      Administrative Agent to liability or that is contrary to any Loan Document
      or
      applicable law.  The Administrative Agent shall in all cases be fully
      protected in acting, or in refraining from acting, under this Credit Agreement
      or any other Loan Document in accordance with a request or consent of the
      Required Lenders (or such greater number of Lenders as may be expressly required
      hereby in any instance) and such request and any action taken or failure to
      act
      pursuant thereto shall be binding upon all the Lenders. Except as expressly
      set
      forth herein and in the other Loan Documents, the Administrative Agent shall
      have no duty to disclose, and shall not be liable for the failure to disclose,
      any information relating to any of the Borrowers or any of their respective
      Affiliates that is communicated to or obtained by the Person serving as the
      Administrative Agent or any of its Affiliates in any capacity.  The
      Administrative Agent shall be deemed not to have knowledge of any Default or
      Event of Default unless and until notice describing such Default or Event of
      Default is given to the Administrative Agent by the Borrowers, a Lender, the
      Swing Line Lender or the L/C Issuer.  The Administrative Agent also
      may rely upon any statement made to it orally or by telephone and believed
      by it
      to have been made by the proper Person, and shall not incur any liability for
      relying thereon.  In determining compliance with any condition
      hereunder to the making of any Revolving Credit Loan, Swing Line Loan or the
      issuance of a Letter of Credit, that by its terms must be fulfilled to the
      satisfaction of a Lender, the Swing Line Lender or the L/C Issuer, the
      Administrative Agent may presume that such condition is satisfactory to such
      Lender, the Swing Line Lender or the L/C Issuer unless the Administrative Agent
      shall have received notice to the contrary from such Lender, the Swing Line
      Lender or the L/C Issuer prior to the making of such Revolving Credit Loan,
      Swing Line Loan or the issuance of such Letter of Credit.  The
      Administrative Agent may consult with legal counsel (who may be counsel for
      the
      Borrowers), independent accountants and other experts selected by it, and shall
      not be liable for any action taken or not taken by it in accordance with the
      advice of any such counsel, accountants or experts.

     

    
      
        
        

      

      
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    14.4.        No
      Representations.

     

    14.4.1. 
      General.  The Administrative
      Agent shall not be responsible for the execution or validity or enforceability
      of this Credit Agreement, the Revolving Credit Notes, the Letters of Credit,
      any
      of the other Loan Documents or any instrument at any time constituting, or
      intended to constitute, collateral security for the Revolving Credit Notes,
      or
      for the value of any such collateral security or for the validity,
      enforceability or collectability of any such amounts owing with respect to
      the
      Revolving Credit Notes, or for any recitals or statements, warranties or
      representations made herein or in any of the other Loan Documents or in any
      certificate or instrument hereafter furnished to it by or on behalf of the
      Borrowers or any of their Subsidiaries, or be bound to ascertain or inquire
      as
      to the performance or observance of any of the terms, conditions, covenants
      or
      agreements herein or in any instrument at any time constituting, or intended
      to
      constitute, collateral security for the Revolving Credit Notes or to inspect
      any
      of the properties, books or records of the Borrowers or any of their
      Subsidiaries.  The Administrative Agent shall not be bound to
      ascertain whether any notice, consent, waiver or request delivered to it by
      the
      Borrowers or any holder of any of the Revolving Credit Notes shall have been
      duly authorized or is true, accurate and complete.  The Administrative
      Agent shall not be responsible for or have any duty to ascertain or inquire
      into
      the performance or observance of any of the covenants, agreements or other
      terms
      or conditions set forth herein or in any other Loan Document or the occurrence
      of any Default or Event of Default.  The Administrative Agent has not
      made nor does it now make any representations or warranties, express or implied,
      nor does it assume any liability to the Lenders, with respect to the credit
      worthiness or financial conditions of the Borrowers or any of their
      Subsidiaries.

     

    
      
        
        

      

      
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    14.4.2. 
      Non-Reliance on Administrative Agent and Other
      Lenders.  Each Lender acknowledges that it has,
      independently and without reliance upon the Administrative Agent or any other
      Lender, and based upon such information and documents as it has deemed
      appropriate, made its own credit analysis and decision to enter into this Credit
      Agreement.  Each Lender, the Swing Line Lender and the L/C Issuer also
      acknowledges that it will, independently and without reliance upon the
      Administrative Agent or any other Lender or any of their Related Parties and
      based on such documents and information as it shall from time to time deem
      appropriate, continue to make its own decisions in taking or not taking action
      under or based upon this Agreement, any other Loan Document or any related
      agreement or any document furnished hereunder or thereunder.  The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into the satisfaction of any condition set forth in §§11 and 12 or
      elsewhere herein, other than to confirm receipt of items expressly required
      to
      be delivered to the Administrative Agent.

     

    14.5.       
      Payments.

     

    14.5.1. 
      Payments to Administrative
      Agent.  A payment by the Borrowers to the Administrative
      Agent hereunder or any of the other Loan Documents for the account of any Lender
      shall constitute a payment to such Lender.  The Administrative Agent
      agrees promptly to distribute to each Lender such Lender's prorata
      share of payments received by the Administrative Agent for the account of the
      Lenders except as otherwise expressly provided herein or in any of the other
      Loan Documents.

     

    14.5.2. 
      Distribution by Administrative
      Agent.  If in the opinion of the Administrative Agent the
      distribution of any amount received by it in such capacity hereunder, under
      the
      Revolving Credit Notes or under any of the other Loan Documents might involve
      it
      in liability, it may refrain from making distribution until its right to make
      distribution shall have been adjudicated by a court of competent
      jurisdiction.  If a court of competent jurisdiction shall adjudge that
      any amount received and distributed by the Administrative Agent is to be repaid,
      each Person to whom any such distribution shall have been made shall either
      repay to the Administrative Agent its proportionate share of the amount so
      adjudged to be repaid or shall pay over the same in such manner and to such
      Persons as shall be determined by such court.

     

    14.5.3. 
      Delinquent
      Lenders.  Notwithstanding anything to the contrary
      contained in this Credit Agreement or any of the other Loan Documents, any
      Lender that fails (a) to make available to the Administrative Agent its
prorata share of any Revolving Credit Loan or to purchase any
      Letter of Credit Participation or to purchase participations in Swing Line
      Loans
      required to be funded by it hereunder or (b) to comply with the provisions
      of
§16.1 with respect to making dispositions and arrangements with the other
      Lenders, where such Lender's share of any payment received, whether by setoff
      or
      otherwise, is in excess of its prorata share of such payments due
      and payable to all of the Lenders, in each case as, when and to the full extent
      required by the provisions of this Credit Agreement shall be deemed delinquent
      (a "DelinquentLender") and shall be deemed a Delinquent Lender
      until such time as such delinquency is satisfied.  A Delinquent Lender
      shall be deemed to have assigned any and all payments due to it from the
      Borrowers, whether on account of outstanding Revolving Credit Loans,
      participations in Swing Line Loans, Unpaid Reimbursement Obligations, interest,
      fees or otherwise, to the remaining nondelinquent Lenders for application to,
      and reduction of, their respective prorata shares of all
      outstanding Revolving Credit Loans and Unpaid Reimbursement
      Obligations.  The Delinquent Lender hereby authorizes the
      Administrative Agent to distribute such payments to the nondelinquent Lenders
      in
      proportion to their respective prorata shares of all outstanding
      Revolving Credit Loans, Unpaid Reimbursement Obligations and participations
      in
      Swing Line Loans.  A Delinquent Lender shall be deemed to have
      satisfied in full a delinquency when and if, as a result of application of
      the
      assigned payments to all outstanding Revolving Credit Loans, Unpaid
      Reimbursement Obligations and participations in Swing Line Loans of the
      nondelinquent Lenders, the Lenders' respective prorata shares of
      all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and
      participations in Swing Line Loans have returned to those in effect immediately
      prior to such delinquency and without giving effect to the nonpayment causing
      such delinquency.

     

    
      
        
        

      

      
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    14.5.4. 
      Replacement of Lender.  If any
      Lender (a) requests compensation under §§5.6 or 5.7, or if the Borrowers are
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to §5.6, or (b) is a Delinquent
      Lender, then CAI may, at its sole expense and effort, upon notice to such Lender
      and the Administrative Agent, require such Lender to assign and delegate,
      without recourse (in accordance with and subject to the restrictions contained
      in, and consents required by, §15), all of its interests, rights and obligations
      under this Agreement and the related Loan Documents to an assignee that shall
      assume such obligations (which assignee may be another Lender, if a Lender
      accepts such assignment), provided that:

     

    (a)           the
      Borrowers shall have paid to the Administrative Agent the assignment fee
      specified in §15.1.2;

     

    (b)           such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Revolving Credit Loans and L/C Advances, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder and under
      the other Loan Documents (including any amounts under §5.9) from the assignee
      (to the extent of such outstanding principal and accrued interest and fees)
      or
      the Borrowers (in the case of all other amounts);

     

    (c)           in
      the case of any such assignment resulting from a claim for compensation under
      §§5.6 or 5.7 or payments required to be made pursuant to §5.6, such assignment
      will result in a reduction in such compensation or payments thereafter;
      and

     

    (d)           such
      assignment does not conflict with applicable laws.

     

    A
      Lender
      shall not be required to make any such assignment or delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrowers to require such assignment and delegation cease to
      apply.

     

    14.6.        Holders
      of Revolving Credit Notes.  The Administrative Agent may
      deem and treat the payee of any Revolving Credit Notes, any participant in
      a
      Swing Line Loan or the purchaser of any Letter of Credit Participation as the
      absolute owner or purchaser thereof for all purposes hereof until it shall
      have
      been furnished in writing with a different name by such payee or by a subsequent
      holder, assignee or transferee.

     

    
      
        
        

      

      
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    14.7.       
      Indemnity.  To the extent that any Borrower
      for any reason fail to indefeasibly pay any amount required hereunder (including
      under §§16.2 and 16.3 hereof) to be paid by it to the Administrative Agent (or
      any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related
      Party of any of the foregoing, each Lender severally agrees to pay to the
      Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line
      Lender or such Related Party, as the case may be, such Lender’s Commitment
      Percentage (determined as of the time that the applicable unreimbursed expense
      or indemnity payment is sought) of such unpaid amount, provided that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent (or any such sub-agent), or the Swing Line Lender in its
      capacity as such, or the L/C Issuer in its capacity as such, or against any
      Related Party of any of the foregoing acting for the Administrative Agent (or
      any such sub-agent) or the Swing Line Lender or L/C Issuer in connection with
      such capacity.  The obligations of the Lenders under this §14.7 are
      subject to the provisions of §2.8.3.

     

    14.8.        Administrative
      Agent as Lender, etc.  In its individual capacity, Bank
      of America shall have the same obligations and the same rights, powers and
      privileges in respect to its Commitment and the Revolving Credit Loans made
      by
      it, and as the holder of any of the Revolving Credit Notes, as the purchaser
      of
      participations in Swing Line Loans and as the purchaser of any Letter of Credit
      Participations, as it would have were it not also the Administrative
      Agent.  Such Person and its Affiliates may accept deposits from, lend
      money to, act as the financial advisor or in any other advisory capacity for
      and
      generally engage in any kind of business with the Borrowers or any Subsidiary
      or
      other Affiliate thereof as if such Person were not the Administrative Agent
      hereunder and without any duty to account therefor to the
      Lenders.  Neither the Syndication Agent nor the Documentation Agent
      shall have any right, power, obligation, liability, responsibility or duty
      under
      the Credit Agreement in such capacity, other than those applicable to all
      Lenders as Lenders.  The Arranger shall not have any right, power,
      obligation, liability, responsibility or duty under the Credit Agreement in
      such
      capacity.

     

    14.9.        Resignation.  The
      Administrative Agent may at any time give notice of its resignation to the
      Lenders, the Swing Line Lender, the L/C Issuer and the
      Borrowers.  Upon receipt of any such notice of resignation, the
      Required Lenders shall have the right, in consultation with the Borrowers and,
      so long as no Default or Event of Default has occurred and is continuing,
      subject to the reasonable acceptance of the Borrowers, to appoint a successor,
      which shall be a bank with an office in the United States, or an Affiliate
      of
      any such bank with an office in the United States.  If no such
      successor shall have been so appointed by the Required Lenders and shall have
      accepted such appointment within 30 days after the retiring Administrative
      Agent
      gives notice of its resignation, then the retiring Administrative Agent may
      on
      behalf of the Lenders, the Swing Line Lender and the L/C Issuer, appoint a
      successor Administrative Agent meeting the qualifications set forth above
      (including the reasonable acceptance of the Borrowers); provided that if
      the Administrative Agent shall notify the Borrowers and the Lenders that no
      qualifying Person has accepted such appointment, then such resignation shall
      nonetheless become effective in accordance with such notice and (1) the retiring
      Administrative Agent shall be discharged from its duties and obligations
      hereunder and under the other Loan Documents (except that in the case of any
      collateral security held by the Administrative Agent on behalf of the Lenders,
      the Swing Line Lender or the L/C Issuer under any of the Loan Documents, the
      retiring Administrative Agent shall continue to hold such collateral security
      until such time as a successor Administrative Agent is appointed) and (2) all
      payments, communications and determinations provided to be made by, to or
      through the Administrative Agent shall instead be made by or to each Lender,
      the
      Swing Line Lender and the L/C Issuer directly, until such time as the Required
      Lenders appoint a successor Administrative Agent as provided for above in this
      Section.  Upon the acceptance of a successor’s appointment as
      Administrative Agent hereunder, such successor shall succeed to and become
      vested with all of the rights, powers, privileges and duties of the retiring
      (or
      retired) Administrative Agent, and the retiring Administrative Agent shall
      be
      discharged from all of its duties and obligations hereunder or under the other
      Loan Documents (if not already discharged therefrom as provided above in this
      Section).  The fees payable by the Borrowers to a successor
      Administrative Agent shall be the same as those payable to its predecessor
      unless otherwise agreed between the Borrowers and such
      successor.  After the retiring Administrative Agent’s resignation
      hereunder and under the other Loan Documents, the provisions of this §14 and
§§16.2 and 16.3 shall continue in effect for the benefit of such retiring
      Administrative Agent, its sub-agents and their respective Related Parties in
      respect of any actions taken or omitted to be taken by any of them while the
      retiring Administrative Agent was acting as Administrative Agent.

     

    
      
        
        

      

      
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    Any
      resignation by Bank of America as Administrative Agent pursuant to this Section
      shall also constitute its resignation as L/C Issuer and Swing Line
      Lender.  Upon the acceptance of a successor’s appointment as
      Administrative Agent hereunder, (a) such successor shall succeed to and become
      vested with all of the rights, powers, privileges and duties of the retiring
      L/C
      Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender
      shall be discharged from all of their respective duties and obligations
      hereunder or under the other Loan Documents, and (c) the successor L/C Issuer
      shall issue letters of credit in substitution for the Letters of Credit, if
      any,
      outstanding at the time of such succession or make other arrangements
      satisfactory to the retiring L/C Issuer to effectively assume the obligations
      of
      the retiring L/C Issuer with respect to such Letters of Credit.

     

    14.10.     Notification
      of Defaults and Events of Default.  Each Lender hereby
      agrees that, upon learning of the existence of a Default or an Event of Default,
      it shall promptly notify the Administrative Agent thereof.  The
      Administrative Agent hereby agrees that upon receipt of any notice under this
      §14.10 it shall promptly notify the other Lenders of the existence of such
      Default or Event of Default.

     

    14.11.     Duties
      in the Case of Enforcement.  In case one of more Events
      of Default have occurred and shall be continuing, and whether or not
      acceleration of the Obligations shall have occurred, the Administrative Agent
      shall, if (a) so requested by the Required Lenders and (b) the Lenders have
      provided to the Administrative Agent such additional indemnities and assurances
      against expenses and liabilities as the Administrative Agent may reasonably
      request, proceed to enforce the provisions of the Security Documents authorizing
      the sale or other disposition of all or any part of the Collateral and exercise
      all or any such other legal and equitable and other rights or remedies as it
      may
      have in respect of such Collateral.  The Required Lenders may direct
      the Administrative Agent in writing as to the method and the extent of any
      such
      sale or other disposition, the Lenders hereby agreeing to indemnify and hold
      the
      Administrative Agent harmless from all liabilities incurred in respect of all
      actions taken or omitted in accordance with such directions, provided
      that the Administrative Agent need not comply with any such direction to the
      extent that the Administrative Agent reasonably believes the Administrative
      Agent's compliance with such direction to be unlawful or commercially
      unreasonable in any applicable jurisdiction.

     

    
      
        
        

      

      
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    14.12.     Administrative
      Agent May File Proofs of Claim.  In case of the pendency
      of any receivership, insolvency, liquidation, bankruptcy, reorganization,
      arrangement, adjustment, composition or other judicial proceeding relative
      to
      any Borrower or any Guarantor, the Administrative Agent (irrespective of whether
      the principal of any Revolving Credit Loan, Swing Line Loan or Reimbursement
      Obligation shall then be due and payable as herein expressed or by declaration
      or otherwise and irrespective of whether the Administrative Agent shall have
      made any demand on the Borrowers) shall be entitled and empowered, by
      intervention in such proceeding or otherwise:

     

    (a)           to
      file and prove a claim for the whole amount of the principal and interest owing
      and unpaid in respect of the Revolving Credit Loans, Swing Line Loans or
      Reimbursement Obligations and all other Obligations that are owing and unpaid
      and to file such other documents as may be necessary or advisable in order
      to
      have the claims of the Lenders, the Swing Line Lender, the L/C Issuer and the
      Administrative Agent (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Lenders, the Swing Line Lender,
      the
      L/C Issuer and the Administrative Agent and their respective agents and counsel
      and all other amounts due the Lenders, the L/C Issuer and the Administrative
      Agent hereunder) allowed in such judicial proceeding; and

     

    (b)           to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender and the L/C Issuer to make such payments to the Administrative Agent
      and,
      in the event that the Administrative Agent shall consent to the making of such
      payments directly to the Lenders and the L/C Issuer, to pay to the
      Administrative Agent any amount due for the reasonable compensation, expenses,
      disbursements and advances of the Administrative Agent and its agents and
      counsel, and any other amounts due the Administrative Agent hereunder (including
      under §§5.1, 16.2 and 16.3).

     

    Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender, the Swing
      Line Lender or the L/C Issuer any plan of reorganization, arrangement,
      adjustment or composition affecting the Obligations or the rights of any Lender
      or to authorize the Administrative Agent to vote in respect of the claim of
      any
      Lender in any such proceeding.

     

    14.13.     Collateral
      and Guaranty Matters.  The Lenders, the Swing Line Lender
      and the L/C Issuer irrevocably authorize the Administrative Agent, at its option
      and in its discretion,

     

    (a)           to
      release, or authorize the release of, any Lien on any property granted to or
      held by the Administrative Agent under any Loan Document (i) upon termination
      of
      the Total Commitments and payment in full of all Obligations (other than
      contingent indemnification obligations) and the expiration or termination of
      all
      Letters of Credit, (ii) that is sold, to be sold or otherwise disposed of as
      part of or in connection with any disposition or other transaction permitted
      hereunder or under any other Loan Document, (iii) if such release is permitted
      under Section 6.3 or (iv) subject to §16.12, if approved, authorized or ratified
      in writing by the Required Lenders;

     

    
      
        
        

      

      
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    (b)           to
      subordinate, or authorize the subordination of, any Lien on any property granted
      to or held by the Administrative Agent under any Loan Document to the holder
      of
      any Lien on such property that is permitted by §9.2.1; and

     

    (c)           to
      release, or authorize the release of, any Guarantor from its obligations under
      the Guaranty if such Person ceases to be a Subsidiary as a result of a
      transaction permitted hereunder.

     

    Upon
      request by the Administrative Agent at any time, the Required Lenders will
      confirm in writing the Administrative Agent’s authority to release or
      subordinate its interest in particular types or items of property, or to release
      any Guarantor from its obligations under the Guaranty pursuant to this
§14.13.

     

    14.14.      Intercreditor
      and Collateral Arrangements.  Each of Lenders, the Swing
      Line Lender and the L/C Issuer irrevocably authorizes the Administrative Agent,
      for and on behalf of the Secured Parties, to be the representative of the
      Secured Parties in connection with, and to enter into on behalf of the Secured
      Parties (i) upon the request of CAI with reasonable advance notice to the
      Administrative Agent and so long as no Default or Event of Default exists,
      an
      Intercreditor Agreement (and any agreements, certificates, documents and
      instruments relating thereto or to the transactions contemplated thereby),
      all
      of the forgoing to be in form and substance satisfactory to the Administrative
      Agent and (ii) upon the request of CAI with reasonable advance notice to the
      Administrative Agent and so long as no Default or Event of Default exists,
      any
      collateral agency arrangements (including any agreements, certificates,
      documents and instruments relating thereto or to the transactions contemplated
      thereby) with a collateral agent or collateral trustee and the issuer(s) of
      any
      Indebtedness (and holders of Liens in respect thereof) permitted hereunder
      for
      the purposes of, among other things, administering the Liens held for the
      benefit of the Secured Parties in the Collateral, such collateral agency
      arrangements and related documentation to be in form and substance satisfactory
      to the Administrative Agent.  Upon the reasonable request of CAI, the
      Administrative shall cooperate in good faith with CAI in its efforts to
      coordinate the intercreditor and collateral agency arrangements described
      above.  Upon request by the Administrative Agent at any time, the
      Lenders will confirm in writing the Administrative Agent’s authority pursuant to
      this §14.14 to enter into the transactions contemplated by the first sentence of
      this §14.14 and any and all agreements, documents and instruments relating
      thereto.

     

    15. ASSIGNMENT
      AND PARTICIPATION.

     

    15.1.        Conditions
      to Assignment.

     

    15.1.1. 
      Successors and Assignment
      Generally.  The provisions of this Credit Agreement shall
      be binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns permitted hereby, except that neither the
      Borrowers nor any Guarantor may assign or otherwise transfer any of its rights
      or obligations hereunder without the prior written consent of the Administrative
      Agent and each Lender and no Lender may assign or otherwise transfer any of
      its
      rights or obligations hereunder except (i) to an Eligible Assignee in accordance
      with the provisions of §15.1.2, (ii) by way of participation in accordance with
      the provisions of §15.1.4, or (iii) by way of pledge or assignment of a security
      interest subject to the restrictions of §15.1.5 (and any other attempted
      assignment or transfer by any party hereto shall be null and
      void).  Nothing in this Agreement, expressed or implied, shall be
      construed to confer upon any Person (other than the parties hereto, their
      respective successors and assigns permitted hereby, Participants to the extent
      provided in §15.1.4 and, to the extent expressly contemplated hereby, the
      Related Parties of each of the Administrative Agent, the Swing Line Lender,
      the
      L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under
      or by reason of this Agreement.

     

    
      
        
        

      

      
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    15.1.2. 
      Assignments by
      Lenders.  Any Lender may at any time assign to one
      or more Eligible Assignees all or a portion of its rights and obligations under
      this Agreement (including all or a portion of its Commitment and the Revolving
      Credit Loans (including for purposes of this §15.1.2, participations in Letters
      of Credit and in Swing Line Loans) at the time owing to it); provided
      that

     

    (a)           except
      in the case of an assignment of the entire remaining amount of the assigning
      Lender’s Commitment and the Revolving Credit Loans, as the case may be, at the
      time owing to it or in the case of an assignment to a Lender or an Affiliate
      of
      a Lender or an Approved Fund with respect to a Lender, the aggregate amount
      of
      the Commitment (which for this purpose includes Revolving Credit Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the Revolving Credit Loans of the assigning
      Lender subject to each such assignment, determined as of the date the Assignment
      and Assumption with respect to such assignment is delivered to the
      Administrative Agent or, if “Trade Date” is specified in the Assignment and
      Assumption, as of the Trade Date, shall not be less than
      $5,000,000 unless each of the Administrative Agent and, so
      long as no Event of Default has occurred and is continuing, the Borrowers
      otherwise consent (each such consent not to be unreasonably withheld or
      delayed); provided, however, that concurrent assignments to
      members of an Assignee Group and concurrent assignments from members of an
      Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and
      members of its Assignee Group) will be treated as a single assignment for
      purposes of determining whether such minimum amount has been met;

     

    (b)           each
      partial assignment of Commitments and Revolving Credit Loans shall be made
      as an
      assignment of a proportionate part of all the assigning Lender’s rights and
      obligations under this Credit Agreement with respect to the Revolving Credit
      Loans, participations in Swing Line Loans and Letters of Credit or the
      Commitment assigned, except that this clause (b) shall not apply to rights
      in
      respect of Swing Line Loans of the Swing Line Lender;

     

    (c)           any
      assignment of a Commitment must be approved by the Administrative Agent, the
      L/C
      Issuer and the Swing Line Lender unless the Person that is the proposed assignee
      is itself a Lender (whether or not the proposed assignee would otherwise qualify
      as an Eligible Assignee); and

     

    (d)           the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      in
      the amount of $3,500.00 (provided, however, that the
      Administrative Agent may, in its sole discretion, elect to waive such processing
      and recordation fee in the case of any assignment), and the Eligible Assignee,
      if it shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire.

     

    
      
        
        

      

      
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    Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      §15.1.3, from and after the effective date specified in each Assignment and
      Assumption, the Eligible Assignee thereunder shall be a party to this Credit
      Agreement and, to the extent of the interest assigned by such Assignment and
      Assumption, have the rights and obligations of a Lender under this Credit
      Agreement, and the assigning Lender thereunder shall, to the extent of the
      interest assigned by such Assignment and Assumption, be released from its
      obligations under this Agreement (and, in the case of an Assignment and
      Assumption covering all of the assigning Lender’s rights and obligations under
      this Agreement, such Lender shall cease to be a party hereto) but shall continue
      to be entitled to the benefits of §§5.6, 5.7, 5.9, 16.2 and 16.3 with respect to
      facts and circumstances occurring prior to the effective date of such
      assignment.  Upon request, the Borrowers (at its expense) shall
      execute and deliver a Revolving Credit Note to the assignee
      Lender.  Any assignment or transfer by a Lender of rights or
      obligations under this Agreement that does not comply with this subsection
      shall
      be treated for purposes of this Agreement as a sale by such Lender of a
      participation in such rights and obligations in accordance with
§15.1.4.  The Administrative Agent shall use commercially reasonable
      efforts to provide the Borrowers with prompt notice of any assignment
      hereunder.

     

    15.1.3. 
      Register.  The Administrative
      Agent, acting solely for this purpose as an agent of the Borrowers, shall
      maintain at the Administrative Agent’s Office a copy of each Assignment and
      Assumption delivered to it and a register for the recordation of the names
      and
      addresses of the Lenders, and the Commitments of, and principal amounts of
      the
      Revolving Credit Loans, the Swing Line Loan and participations in Letters of
      Credit owing to, each Lender pursuant to the terms hereof from time to time
      (the
“Register”).  The entries in the Register shall be conclusive,
      absent manifest error, and the Borrowers, the Administrative Agent and the
      Lenders may treat each Person whose name is recorded in the Register pursuant
      to
      the terms hereof as a Lender hereunder for all purposes of this Agreement,
      notwithstanding notice to the contrary.  The Register shall be
      available for inspection by each of the Borrowers, the Swing Line Lender and
      the
      L/C Issuer at any reasonable time and from time to time upon reasonable prior
      notice.  In addition, at any time that a request for a consent for a
      material or substantive change to the Loan Documents is pending, any Lender
      may
      request and receive from the Administrative Agent a copy of the
      Register.

     

    15.1.4. 
      Participations.  Any Lender
      may at any time, without the consent of, or notice to, the Borrowers or the
      Administrative Agent, sell participations to any Person (other than a natural
      person or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries or
      any competitor of the Borrowers) (each, a “Participant”) in all or a
      portion of such Lender’s rights and/or obligations under this Credit Agreement
      (including all or a portion of its Commitment and/or the Revolving Credit Loans
      (including such Lender’s participations in Letters of Credit and/or Swing Line
      Loans) owing to it); provided that (i) such Lender’s obligations under
      this Credit Agreement shall remain unchanged, (ii) such Lender shall remain
      solely responsible to the other parties hereto for the performance of such
      obligations and (iii) the Borrowers, the Administrative Agent, the Lenders,
      the
      Swing Line Lender and the L/C Issuer shall continue to deal solely and directly
      with such Lender in connection with such Lender’s rights and obligations under
      this Agreement.

     

    Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of
      any  provision of this Agreement; provided that such agreement
      or instrument may provide that such Lender will not, without the consent of
      the
      Participant, agree to any amendment, waiver or other modification described
      in
      the first proviso to §16.12(a) that affects such Participant.  Subject
      to §15.1.5, the Borrowers agree that each Participant shall be entitled to the
      benefits of §§5.6, 5.7 and 5.9, to the same extent as if it were a
      Lender and had acquired its interest by assignment pursuant to
§15.1.2.  To the extent permitted by law, each Participant also shall
      be entitled to the benefits of §16.1 as though it were a Lender,
provided such Participant agrees to be subject to §16.1 as though it were
      a Lender.

     

    
      
        
        

      

      
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    15.1.5. 
      Certain Pledges.  Any Lender
      may at any time pledge or assign a security interest in all or any portion
      of
      its rights under this Credit Agreement (including under its Revolving Credit
      Note, if any) to secure obligations of such Lender, including any pledge or
      assignment to secure obligations to a Federal Reserve Bank; provided that
      no such pledge or assignment shall release such Lender from any of its
      obligations hereunder or substitute any such pledgee or assignee for such Lender
      as a party hereto.

     

    15.1.6. 
      Electronic Execution of
      Assignments.  The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall
      be
      deemed to include electronic signatures or the keeping of records in electronic
      form, each of which shall be of the same legal effect, validity or
      enforceability as a manually executed signature or the use of a paper-based
      recordkeeping system, as the case may be, to the extent and as provided for
      in
      any applicable law, including the Federal Electronic Signatures in Global and
      National Commerce Act, the New York State Electronic Signatures and Records
      Act,
      or any other similar state laws based on the Uniform Electronic Transactions
      Act.

     

    15.1.7. 
      Resignation as L/C Issuer and Swing Line Lender
      after
      Assignment.  Notwithstanding anything to the contrary
      contained herein, if at any time Bank of America assigns all of its Commitment
      and Revolving Credit Loans pursuant to §15.1.2 above, Bank of America may, (i)
      upon 30 days’ notice to the Borrowers and the Lenders, resign as L/C Issuer
      and/or (ii) upon 30 days’ notice to the Borrowers, resign as Swing Line
      Lender.  In the event of any such resignation as L/C Issuer or Swing
      Line Lender, the Borrowers shall be entitled to appoint from among the Lenders
      a
      successor L/C Issuer or Swing Line Lender hereunder; provided,
however, that no failure by the Borrowers to appoint any such successor
      shall affect the resignation of Bank of America as L/C Issuer or Swing Line
      Lender, as the case may be.  If Bank of America resigns as L/C Issuer,
      it shall retain all the rights, powers, privileges and duties of the L/C Issuer
      hereunder with respect to all Letters of Credit outstanding as of the effective
      date of its resignation as L/C Issuer and all Letters of Credit and
      Reimbursement Obligations with respect thereto (including the right to require
      the Lenders to make Base Rate Loans or fund risk participations in Unpaid
      Reimbursement Obligations pursuant to §4).  If Bank of America resigns
      as Swing Line Lender, it shall retain all the rights of the Swing Line Lender
      provided for hereunder with respect to Swing Line Loans made by it and
      outstanding as of the effective date of such resignation, including the right
      to
      require the Lenders to make Base Rate Loans or fund risk participations in
      outstanding Swing Line Loans pursuant to §2.10.  Upon the appointment
      of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall
      succeed to and become vested with all of the rights, powers, privileges and
      duties of the retiring L/C Issuer or Swing Line Lender, as the case may be,
      and
      (b) the successor L/C Issuer shall issue letters of credit in substitution
      for
      the Letters of Credit, if any, outstanding at the time of such succession or
      make other arrangements satisfactory to Bank of America to effectively assume
      the obligations of Bank of America with respect to such Letters of
      Credit.

     

    
      
        
        

      

      
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    16. PROVISIONS
      OF GENERAL APPLICATIONS.

     

    16.1.        Setoff.  Each
      Borrower hereby grants to the Administrative Agent and each of the Lenders
      a
      continuing lien, security interest and right of setoff as security for all
      liabilities and obligations to the Administrative Agent and each Lender, whether
      now existing or hereafter arising, upon and against all deposits, credits,
      collateral and property, now or hereafter in the possession, custody,
      safekeeping or control of the Administrative Agent or such Lender or any Lender
      Affiliate and their successors and assigns or in transit to any of
      them.  Regardless of the adequacy of any collateral, if any Event of
      Default shall have occurred, any deposits or other sums credited by or due
      from
      any of the Lenders or Lender Affiliates to any Borrower and any securities
      or
      other property of such Borrower in the possession of such Lender may be applied
      to or set off by such Lender against the payment of Obligations and any and
      all
      other liabilities, direct, or indirect, absolute or contingent, due or to become
      due, now existing or hereafter arising, of such Borrower to such
      Lender.  ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS
      RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE
      OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
      DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWERS ARE HEREBY KNOWINGLY,
      VOLUNTARILY AND IRREVOCABLY WAIVED.  Each of the Lenders agrees with
      each other Lender that (a) if an amount to be set off is to be applied to
      Indebtedness of the Borrowers to such Lender, other than Indebtedness evidenced
      by the Revolving Credit Notes held by such Lender or constituting Reimbursement
      Obligations owed to such Lender or participations in Swing Line Loans held
      by
      such Lender, such amount shall be applied ratably to such other Indebtedness
      and
      to the Indebtedness evidenced by all such Revolving Credit Notes held by such
      Lender or constituting Reimbursement Obligations owed to such Lender or
      participations in Swing Line Loans held by such Lender, and (b) if such Lender
      shall receive from the Borrowers, whether by voluntary payment, exercise of
      the
      right of setoff, counterclaim, cross action, enforcement of the claim evidenced
      by the Revolving Credit Notes held by, or constituting Reimbursement Obligations
      owed to or participations in Swing Line Loans held by, such Lender by
      proceedings against the Borrowers at law or in equity or by proof thereof in
      bankruptcy, reorganization, liquidation, receivership or similar proceedings,
      or
      otherwise, and shall retain and apply to the payment of the Revolving Credit
      Note or Revolving Credit Notes held by, or Reimbursement Obligations owed to,
      or
      participations in Swing Line Loans held by, such Lender any amount in excess
      of
      its ratable portion of the payments received by all of the Lenders with respect
      to the Revolving Credit Notes held by, and Reimbursement Obligations owed to,
      or
      participations in Swing Line Loans held by, all of the Lenders, such Lender
      will
      make such disposition and arrangements with the other Lenders with respect
      to
      such excess, either by way of distribution, protanto assignment of
      claims, subrogation or otherwise as shall result in each Lender receiving in
      respect of the Revolving Credit Notes held by it or Reimbursement Obligations
      owed it, or participations in Swing Line Loans held by it, its proportionate
      payment as contemplated by this Credit Agreement; provided that if all or
      any part of such excess payment is thereafter recovered from such Lender, such
      disposition and arrangements shall be rescinded and the amount restored to
      the
      extent of such recovery, but without interest.

     

    16.2.        Expenses.  Each
      Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
      Administrative Agent and its Affiliates (including the reasonable fees, charges
      and disbursements of counsel for the Administrative Agent), in connection with
      the syndication of the credit facilities provided for herein, the preparation,
      negotiation, execution, delivery and administration of this Agreement and the
      other Loan Documents or any amendments, modifications or waivers of the
      provisions hereof or thereof (whether or not the transactions contemplated
      hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
      expenses incurred by the L/C Issuer in connection with the issuance, amendment,
      renewal or extension of any Letter of Credit or any demand for payment
      thereunder and (iii) all reasonable out-of-pocket expenses incurred by the
      Administrative Agent, any Lender, the Swing Line Lender or the L/C Issuer
      (including the fees, charges and disbursements of any counsel for the
      Administrative Agent, any Lender, the Swing Line Lender or the L/C Issuer),
      in
      connection with the enforcement or protection of its rights (A) in connection
      with this Agreement and the other Loan Documents, including its rights under
      this §16.2, or (B) in connection with the Revolving Credit Loans or Swing Line
      Loans made or Letters of Credit issued hereunder, including all such reasonable
      out-of-pocket expenses incurred during any workout, restructuring or
      negotiations in respect of such Revolving Credit Loans or Swing Line Loans
      or
      Letters of Credit.  All amounts due under this §16.2 shall be payable
      not later than ten Business Days after demand therefor.  The
      agreements in this §16.2  shall survive the resignation of the
      Administrative Agent, the Swing Line Lender and the L/C Issuer, the replacement
      of any Lender, the termination of the Total Commitment and the repayment,
      satisfaction or discharge of all the other Obligations.

     

    
      
        
        

      

      
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    16.3.        Indemnification.  Each
      Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
      each Lender, the Swing Line Lender and the L/C Issuer, and each Related Party
      of
      any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and
      all losses, claims, damages, liabilities and related expenses (including the
      fees, charges and disbursements of any counsel for any Indemnitee), and shall
      indemnify and hold harmless each Indemnitee from all fees and time charges
      and
      disbursements for attorneys who may be employees of any Indemnitee, incurred
      by
      any Indemnitee or asserted against any Indemnitee by any third party or by
      the
      Borrowers or any of their Subsidiaries arising out of, in connection with,
      or as
      a result of (i) the execution or delivery of this Credit Agreement, any other
      Loan Document or any agreement or instrument contemplated hereby or thereby,
      the
      performance by the parties hereto of their respective obligations hereunder
      or
      thereunder, the consummation of the transactions contemplated hereby or thereby,
      or, in the case of the Administrative Agent (and any sub-agent thereof) and
      its
      Related Parties only, the administration of this Agreement and the other Loan
      Documents, (ii) any Revolving Credit Loan, Swing Line Loan or Letter of Credit
      or the use or proposed use of the proceeds therefrom (including any refusal
      by
      the L/C Issuer to honor a demand for payment under a Letter of Credit if the
      documents presented in connection with such demand do not strictly comply with
      the terms of such Letter of Credit), (iii) any actual or alleged presence or
      release of Hazardous Substances on or from any property owned or operated by
      the
      Borrowers or any of their Subsidiaries, or any environmental liability related
      in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual
      or
      prospective claim, litigation, investigation or proceeding relating to any
      of
      the foregoing, whether based on contract, tort or any other theory, whether
      brought by a third party or by the Borrowers or any of their Subsidiaries,
      and
      regardless of whether any Indemnitee is a party thereto; provided that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses (x) are determined
      by a court of competent jurisdiction by final and nonappealable judgment to
      have
      resulted from the gross negligence or willful misconduct of such Indemnitee
      or
      (y) result from a claim brought by the Borrowers or any of their Subsidiaries
      against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
      hereunder or under any other Loan Document, if the Borrowers or such Subsidiary
      has obtained a final and nonappealable judgment in its favor on such claim
      as
      determined by a court of competent jurisdiction.

     

    
      
        
        

      

      
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    To
      the
      fullest extent permitted by applicable law, each Borrower shall not assert,
      and
      hereby waives, any claim against any Indemnitee, on any theory of liability,
      for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Credit Agreement, any other Loan Document or any agreement or instrument
      contemplated hereby, the transactions contemplated hereby or thereby, any
      Revolving Credit Loan, Swing Line Loan or Letter of Credit or the use of the
      proceeds thereof.  No Indemnitee referred to in paragraph above shall
      be liable for any damages arising from the use by unintended recipients of
      any
      information or other materials distributed by it through telecommunications,
      electronic or other information transmission systems in connection with this
      Credit Agreement or the other Loan Documents or the transactions contemplated
      hereby or thereby.

     

    All
      amounts due under this §16.3 shall be payable not later than ten Business Days
      after demand therefor. The agreements in this §16.3 shall survive the
      resignation of the Administrative Agent, the Swing Line Lender and the L/C
      Issuer, the replacement of any Lender, the termination of the Total Commitment
      and the repayment, satisfaction or discharge of all the other
      Obligations.

     

    16.4.        Treatment
      of Certain Confidential Information.

     

    16.4.1.  
      Confidentiality.

     

    Each
      of
      the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer
      agrees to maintain the confidentiality of the Information (as defined below),
      except that Information may be disclosed (a) to its Affiliates and to its and
      its Affiliates’ respective partners, directors, officers, employees, agents,
      advisors and representatives (it being understood that the Persons to whom
      such
      disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential in accordance
      with the terms hereof), (b) to the extent requested by any regulatory authority
      purporting to have jurisdiction over it (including any self-regulatory
      authority, such as the National Association of Insurance Commissioners);
provided that the Administrative Agent shall use commercially reasonable
      efforts to provide notice to the Borrowers of any such request, (c) to the
      extent required by applicable laws or regulations or by any subpoena or similar
      legal process; provided that the Administrative Agent shall use
      commercially reasonable efforts to provide notice to the Borrowers upon becoming
      aware of such requirement, (d) to any other party hereto, (e) in connection
      with
      the exercise of any remedies hereunder or under any other Loan Document or
      any
      action or proceeding relating to this Agreement or any other Loan Document
      or
      the enforcement of rights hereunder or thereunder, (f) subject to an agreement
      containing provisions substantially the same as those of this Section, to (i)
      any assignee of or Participant in, or any prospective assignee of or Participant
      in, any of its rights or obligations under this Agreement or (ii) any actual
      or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to the Borrowers and its obligations, (g) with the consent of the
      Borrowers or (h) to the extent such Information (x) becomes publicly available
      other than as a result of a breach of this Section or (y) becomes available
      to
      the Administrative Agent, any Lender, the Swing Line Lender, the L/C Issuer
      or
      any of their respective Affiliates on a nonconfidential basis from a source
      other than the Borrowers and not as a result of any violation of any
      confidentiality obligation to the Borrowers.

     

    
      
        
        

      

      
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    For
      purposes of this Section, “Information” means all information received
      from the Borrowers or any Subsidiary relating to the Borrowers or any Subsidiary
      or any of their respective businesses, other than any such information that
      is
      available to the Administrative Agent, any Lender, the Swing Line Lender or
      the
      L/C Issuer on a nonconfidential basis prior to disclosure by the Borrowers
      or
      any Subsidiary.  Any Person required to maintain the confidentiality
      of Information as provided in this Section shall be considered to have complied
      with its obligation to do so if such Person has exercised the same degree of
      care to maintain the confidentiality of such Information as such Person would
      accord to its own confidential information.

     

    Each
      of
      the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer
      acknowledges that (a) the Information may include material non-public
      information concerning the Borrowers or a Subsidiary, as the case may be, (b)
      it
      has developed compliance procedures regarding the use of material non-public
      information and (c) it will handle such material non-public information in
      accordance with applicable law, including Federal and state securities
      laws.

     

    16.5.        Survival
      of Covenants, Etc.  All covenants, agreements,
      representations and warranties made herein, in the Revolving Credit Notes,
      in
      any of the other Loan Documents or in any documents or other papers delivered
      by
      or on behalf of CAI or any of its Subsidiaries pursuant hereto shall be deemed
      to have been relied upon by the Lenders and the Administrative Agent,
      notwithstanding any investigation heretofore or hereafter made by any of them,
      and shall survive the making by the Lenders of any of the Revolving Credit
      Loans, the Swing Line Loans and the issuance, extension or renewal of any
      Letters of Credit, as herein contemplated, and shall continue in full force
      and
      effect so long as any Letter of Credit or any amount due under this Credit
      Agreement or the Revolving Credit Notes or any of the other Loan Documents
      remains outstanding or any Lender has any obligation to make any Loans or the
      Administrative Agent has any obligation to issue, extend or renew any Letter
      of
      Credit, and for such further time as may be otherwise expressly specified in
      this Credit Agreement.  All statements contained in any certificate or
      other paper delivered to any Lender or the Administrative Agent at any time
      by
      or on behalf of CAI or any of its Subsidiaries pursuant hereto or in connection
      with the transactions contemplated hereby shall constitute representations
      and
      warranties by CAI or such Subsidiary hereunder.

     

    16.6.        Notices.

     

    16.6.1. 
      Notices Generally.  Except in
      the case of notices and other communications expressly permitted to be given
      by
      telephone (and except as provided in §16.6.2 below), all notices and other
      communications provided for herein shall be in writing and shall be delivered
      by
      hand or overnight courier service, mailed by certified or registered mail or
      sent by telecopier as follows, and all notices and other communications
      expressly permitted hereunder to be given by telephone shall be made to the
      applicable telephone number, as follows:

     

    (i)            
      if to the Borrowers, the Guarantors, the Administrative Agent, the L/C Issuer
      or
      the Swing Line Lender, to the address, telecopier number, electronic mail
      address or telephone number specified for such Person on Schedule 16.6.1;
      and

     

    
      
        
        

      

      
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    (ii)          
       if to any other Lender, to the address, telecopier number, electronic mail
      address or telephone number specified in its Administrative
      Questionnaire.

     

    Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient).  Notices delivered through electronic communications to
      the extent provided in §16.6.2, shall be effective as provided in
§16.6.2.

     

    16.6.2.
      Electronic
      Communications.  Notices and other communications to the
      Lenders, the Swing Line Lender and the L/C Issuer hereunder may be delivered
      or
      furnished by electronic communication (including e-mail and Internet or intranet
      websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender, the
      Swing Line Lender or the L/C Issuer pursuant to §§2, 3 and 4 if such Lender, the
      Swing Line Lender or the L/C Issuer, as applicable, has notified the
      Administrative Agent that it is incapable of receiving notices under such
      Section by electronic communication.  The Administrative Agent or the
      Borrowers may, in its discretion, agree to accept notices and other
      communications to it hereunder by electronic communications pursuant to
      procedures approved by it, provided that approval of such procedures may
      be limited to particular notices or communications.

     

    Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement), provided that if such notice or other
      communication is not sent during the normal business hours of the recipient,
      such notice or communication shall be deemed to have been sent at the opening
      of
      business on the next business day for the recipient, and (ii) notices or
      communications posted to an Internet or intranet website shall be deemed
      received upon the deemed receipt by the intended recipient at its e-mail address
      as described in the foregoing clause (i) of notification that such notice or
      communication is available and identifying the website address
      therefor.

     

    16.6.3. 
      The Platform.  THE PLATFORM IS
      PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED
      BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS
      OR
      THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN
      OR
      OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND,
      EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
      FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
      CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event
      shall the Administrative Agent or any of its Related Parties (collectively,
      the
“Agent Parties”) have any liability to the Borrowers, any Lender, the L/C
      Issuer, the Swing Line Lender or any other Person for losses, claims, damages,
      liabilities or expenses of any kind (whether in tort, contract or otherwise)
      arising out of the Borrowers’ or the Administrative Agent’s transmission of
      Borrower Materials through the Internet, except to the extent that such losses,
      claims, damages, liabilities or expenses are determined by a court of competent
      jurisdiction by a final and nonappealable judgment to have resulted from the
      gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability
      to the
      Borrowers, any Lender, the Swing Line Lender, the L/C Issuer or any other Person
      for indirect, special, incidental, consequential or punitive damages (as opposed
      to direct or actual damages).

     

    
      
        
        

      

      
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    16.6.4. 
      Changes of Address.  Each of
      the Borrowers, the Administrative Agent, the L/C Issuer, and the Swing Line
      Lender may change its address, telecopier or telephone number for notices and
      other communications hereunder by notice to the other parties
      hereto.  Each other Lender may change its address, telecopier or
      telephone number for notices and other communications hereunder by notice to
      the
      Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line
      Lender.  In addition, each Lender agrees to notify the Administrative
      Agent from time to time to ensure that the Administrative Agent has on record
      (i) an effective address, contact name, telephone number, telecopier number
      and
      electronic mail address to which notices and other communications may be sent
      and (ii) accurate wire instructions for such Lender.

     

    16.6.5. 
      Reliance by Administrative Agent and the
      Lenders.  The Administrative Agent, the L/C Issuer, the
      Swing Line Lender and the Lenders shall be entitled to rely and act upon any
      notices (including telephonic Loan Requests and Swing Line Loan Notices)
      purportedly given by or on behalf of the Borrowers even if (i) such notices
      were
      not made in a manner specified herein, were incomplete or were not preceded
      or
      followed by any other form of notice specified herein, or (ii) the terms
      thereof, as understood by the recipient, varied from any confirmation
      thereof.  The Borrowers shall indemnify the Administrative Agent, the
      L/C Issuer, the Swing Line Lender, each Lender and the Related Parties of each
      of them from all losses, costs, expenses and liabilities resulting from the
      reliance by such Person on each notice purportedly given by or on behalf of
      the
      Borrowers.  All telephonic notices to and other telephonic
      communications with the Administrative Agent may be recorded by the
      Administrative Agent, and each of the parties hereto hereby consents to such
      recording.

     

    16.7.       Governing
      Law.  THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
      SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
      UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED
      IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE (EXCLUDING THE LAWS
      APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL
      OBLIGATIONS LAW §5-1401)).  EACH PARTY HERETO AGREES THAT ANY SUIT FOR
      THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
      MAY
      BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
      THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE
      OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
      SPECIFIED IN §16.6.  THE BORROWERS HEREBY WAIVE ANY OBJECTION THAT IT
      MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
      THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

     

    
      
        
        

      

      
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    16.8.        Headings.  The
      captions in this Credit Agreement are for convenience of reference only and
      shall not define or limit the provisions hereof.

     

    16.9.        Counterparts.  This
      Credit Agreement and any amendment hereof may be executed in several
      counterparts and by each party on a separate counterpart, each of which when
      executed and delivered shall be an original, and all of which together shall
      constitute one instrument.  In proving this Credit Agreement it shall
      not be necessary to produce or account for more than one such counterpart signed
      by the party against whom enforcement is sought.  Delivery by
      facsimile or other electronic transmission by any of the parties hereto of
      an
      executed counterpart hereof or of any amendment or waiver hereto shall be as
      effective as an original executed counterpart hereof or of such amendment or
      waiver and shall be considered a representation that an original executed
      counterpart hereof or such amendment or waiver, as the case may be, will be
      delivered.

     

    16.10.     Entire
      Agreement, Etc.  The Loan Documents and any other
      documents executed in connection herewith or therewith express the entire
      understanding of the parties with respect to the transactions contemplated
      hereby. Neither this Credit Agreement nor any term hereof may be changed,
      waived, discharged or terminated, except as provided in §16.12.

     

    16.11.     Waiver
      of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES
      ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF
      ANY
      DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE OTHER
      LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
      PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE
      OF
      DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
      INCLUDING ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS
      OF
      THE ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE
      LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK
      TO
      CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
      BE OR HAS NOT BEEN WAIVED.  Except as prohibited by law, the Borrowers
      hereby waive any right it may have to claim or recover in any litigation
      referred to in the preceding sentence any special, exemplary, punitive or
      consequential damages or any damages other than, or in addition to, actual
      damages.  The Borrowers (a) certify that no representative, agent or
      attorney of any Lender or the Administrative Agent has represented, expressly
      or
      otherwise, that such Lender or the Administrative Agent would not, in the event
      of litigation, seek to enforce the foregoing waivers and (b) acknowledges that
      the Administrative Agent and the Lenders have been induced to enter into this
      Credit Agreement, the other Loan Documents to which it is a
      party and the Subordination Documents to which it is a party by,
      among other things, the waivers and certifications contained
      herein.  

     

    16.12.     Consents,
      Amendments, Waivers, Etc.  Any consent or approval
      required or permitted by this Credit Agreement to be given by the Lenders may
      be
      given, and any term of this Credit Agreement, the other Loan Documents or any
      other instrument related hereto or mentioned herein may be amended, and the
      performance or observance by the Borrowers or any of their Subsidiaries of
      any
      terms of this Credit Agreement, the other Loan Documents or such other
      instrument or the continuance of any Default or Event of Default may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively) with, but only with, the written consent of the Borrowers and
      the
      written consent of the Required Lenders and acknowledged by the Administrative
      Agent. Notwithstanding the foregoing, no amendment, modification or waiver
      shall:

     

    
      
        
        

      

      
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    (a)           without
      the written consent of the Borrowers and each Lender directly affected
      thereby:

     

    (i)           
      reduce or forgive the principal amount of any Revolving Credit Loans, Swing
      Line
      Loans or Reimbursement Obligations, or reduce the rate of interest on the
      Revolving Credit Notes or the amount of the Commitment Fee or Letter of Credit
      Fees (other than interest accruing pursuant to §5.10.2 following the effective
      date of any waiver by the Required Lenders of the Default or Event of Default
      relating thereto);

     

    (ii)           
      increase the amount of such Lender’s Commitment or extend the expiration date of
      such Lender's Commitment or reinstate any Commitment that has been
      terminated;

     

    (iii)           postpone
      or extend the Maturity Date or any other regularly scheduled dates for payments
      of principal of, or interest on, the Revolving Credit Loans, the Swing Line
      Loans or Reimbursement Obligations or any fees or other amounts payable to
      such
      Lender (it being understood that (A) a waiver of the application of the default
      rate of interest pursuant to §5.10.2, and (B) any
      vote to rescind any acceleration made pursuant to §13.1 of amounts owing with
      respect to the Revolving Credit Loans and other Obligations shall
      require only the approval of the Required Lenders); and

     

    (iv)           other
      than pursuant to a transaction permitted by the terms of this Credit Agreement,
      release in one transaction or a series of related transactions all or
      substantially all of the Collateral (excluding if the Borrowers or any
      Subsidiary of the Borrowers becomes a debtor under the federal Bankruptcy Code,
      the release of “cash collateral”, as defined in Section 363(a) of the federal
      Bankruptcy Code pursuant to a cash collateral stipulation with the debtor
      approved by the Required Lenders) or release all or substantially all of the
      Guarantors from their guaranty obligations under the Guaranty;

     

    (b)           without
      the written consent of all of the Lenders, waive a Default or Event of Default
      under §13.1(a) or §13.1(b), amend or waive this §16.12 or the definition of
      Required Lenders or change §§13.4 or 16.1 in a manner that would alter the pro
      rata sharing of payments required thereby;

     

    (c)           (i)
      no amendment, waiver or consent shall, unless in writing and signed by the
      L/C
      Issuer in addition to the Lenders required above, affect the rights or duties
      of
      the L/C Issuer under this Credit Agreement or any Issuer Document relating
      to
      any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver
      or
      consent shall, unless in writing and signed by the Swing Line Lender in addition
      to the Lenders required above, affect the rights or duties of the Swing Line
      Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall,
      unless in writing and signed by the Administrative Agent in addition to the
      Lenders required above, affect the rights or duties of the Administrative Agent
      under this Credit Agreement or any other Loan Document; and (iv) the Fee Letter
      may be amended, or rights or privileges thereunder waived, in a writing executed
      only by the parties thereto;


    
      
        
        

      

      
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    (d)           without
      the written consent of each Lender directly affected thereby, waive any
      condition set forth in §11.

     

    No
      waiver
      shall extend to or affect any obligation not expressly waived or impair any
      right consequent thereon.  No course of dealing or delay or omission
      on the part of the Administrative Agent or any Lender in exercising any right
      shall operate as a waiver thereof or otherwise be prejudicial
      thereto.  No notice to or demand upon the Borrowers shall entitle the
      Borrowers to other or further notice or demand in similar or other
      circumstances.  Notwithstanding anything to the contrary herein, no
      Delinquent Lender shall have any right to approve or disapprove any amendment,
      waiver or consent hereunder, except that the Commitment of such Lender may
      not
      be increased or extended without the consent of such Lender.

     

    16.13.     Severability.  The
      provisions of this Credit Agreement are severable and if any one clause or
      provision hereof shall be held invalid or unenforceable in whole or in part
      in
      any jurisdiction, then such invalidity or unenforceability shall affect only
      such clause or provision, or part thereof, in such jurisdiction, and shall
      not
      in any manner affect such clause or provision in any other jurisdiction, or
      any
      other clause or provision of this Credit Agreement in any
      jurisdiction.

     

    16.14.     USA
      PATRIOT Act Notice.  Each Lender that is subject to the
      Act (as hereinafter defined) and the Administrative Agent (for itself and not
      on
      behalf of any Lender) hereby notifies the Borrowers that pursuant to the
      requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
      law October 26, 2001)) (the “Act”), it is required to obtain, verify and
      record information that identifies the Borrowers and/or their Subsidiaries,
      which information includes the name and address of the Borrowers or their
      Subsidiaries and other information that will allow such Lender or the
      Administrative Agent, as applicable, to identify the Borrowers and their
      Subsidiaries in accordance with the Act.

     

    17. GUARANTY.

     

    17.1.        Guaranty.  CAI
      hereby absolutely and unconditionally guarantees in favor of the Administrative
      Agent, for the benefit of the Secured Parties, as a guaranty of payment and
      performance and not merely as a guaranty of collection, prompt payment when
      due,
      whether at stated maturity, by required prepayment, upon acceleration, demand
      or
      otherwise, and at all times thereafter, of any and all of the Obligations of
      CAI
      Barbados, whether for principal, interest, premiums, fees, indemnities, damages,
      costs, expenses or otherwise, arising hereunder and under the other Loan
      Documents (including all renewals, extensions, amendments, refinancings and
      other modifications thereof and all costs, attorneys’ fees and expenses incurred
      by the Lenders in connection with the collection or enforcement thereof)
      (collectively, the “Guaranteed Obligations”).  The
      Administrative Agent’s books and records showing the amount of the Guaranteed
      Obligations shall be admissible in evidence in any action or proceeding, and
      shall be binding upon CAI, and conclusive for the purpose of establishing the
      amount of the Guaranteed Obligations.  This Guaranty shall not be
      affected by the genuineness, validity, regularity or enforceability of the
      Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed
      Obligations, or by the existence, validity, enforceability, perfection,
      non-perfection or extent of any collateral therefor, or by any fact or
      circumstance relating to the Guaranteed Obligations which might otherwise
      constitute a defense to the obligations of CAI under this Guaranty, and CAI
      hereby irrevocably waives any defenses it may now have or hereafter acquire
      in
      any way relating to any or all of the foregoing.

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    


    17.2.        Rights
      of Lenders.  CAI consents and agrees that the Secured Parties
      may, at any time and from time to time, without notice or demand, and without
      affecting the enforceability or continuing effectiveness hereof:  (a)
      amend, extend, renew, compromise, discharge, accelerate or otherwise change
      the
      time for payment or the terms of the Guaranteed Obligations or any part thereof;
      (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or
      otherwise dispose of any security for the payment of this Guaranty or any
      Guaranteed Obligations; (c) apply such security and direct the order or manner
      of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders
      in
      their sole discretion may determine; and (d) release or substitute one or more
      of any endorsers or other guarantors of any of the Guaranteed
      Obligations.  Without limiting the generality of the foregoing, CAI
      consents to the taking of, or failure to take, any action which might in any
      manner or to any extent vary the risks of CAI under this Guaranty or which,
      but
      for this provision, might operate as a discharge of CAI.

     

    17.3.        Certain
      Waivers.  CAI waives (a) any defense arising by reason of any
      disability or other defense of CAI Barbados or any other guarantor, or the
      cessation from any cause whatsoever (including any act or omission of any
      Lender) of the liability of CAI Barbados; (b) any defense based on any claim
      that CAI’s obligations exceed or are more burdensome than those of CAI Barbados;
      (c) the benefit of any statute of limitations affecting CAI’s liability
      hereunder; (d) any right to proceed against CAI Barbados, proceed against or
      exhaust any security for the Guaranteed Obligations, or pursue any other remedy
      in the power of any Lender whatsoever; (e) any benefit of and any right to
      participate in any security now or hereafter held by any Lender; and (f) to
      the
      fullest extent permitted by law, any and all other defenses or benefits that
      may
      be derived from or afforded by applicable law limiting the liability of or
      exonerating guarantors or sureties.  CAI expressly waives all setoffs
      and counterclaims and all presentments, demands for payment or performance,
      notices of nonpayment or nonperformance, protests, notices of protest, notices
      of dishonor and all other notices or demands of any kind or nature whatsoever
      with respect to the Guaranteed Obligations, and all notices of acceptance of
      this Guaranty or of the existence, creation or incurrence of new or additional
      Guaranteed Obligations.  CAI waives any rights and
      defenses that are or may become available to CAI by reason of §§ 2787 to 2855,
      inclusive, and §§ 2899 and 3433 of the California Civil Code.  As
      provided below, the guaranty contained in this §17 shall be governed by, and
      construed in accordance with, the laws of the State of New York.  The
      foregoing waivers and the provisions hereinafter set forth in this Guaranty
      which pertain to California law are included solely out of an abundance of
      caution, and shall not be construed to mean that any of the above-referenced
      provisions of California law are in any way applicable to this guaranty or
      the
      Guaranteed Obligations.

     

    17.4.        Obligations
      Independent.  The obligations of CAI hereunder are those of
      primary obligor, and not merely as surety, and are independent of the Guaranteed
      Obligations and the obligations of any other guarantor, and a separate action
      may be brought against CAI to enforce this Guaranty whether or not CAI Barbados
      or any other person or entity is joined as a party.

     

    17.5.      
      Subrogation.  CAI shall not exercise any right of
      subrogation, contribution, indemnity, reimbursement or similar rights with
      respect to any payments it makes under this Guaranty until all of the Guaranteed
      Obligations and any amounts payable under this Guaranty have been indefeasibly
      paid in full in cash and performed in full and the Commitments are
      terminated.  If any amounts are paid to CAI in violation of the
      foregoing limitation, then such amounts shall be held in trust for the benefit
      of the Lenders and shall forthwith be paid to the Lenders to reduce the amount
      of the Guaranteed Obligations, whether matured or unmatured.


    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    


    17.6.        Termination;
      Reinstatement.  This Guaranty is a continuing and irrevocable
      guaranty of all Guaranteed Obligations now or hereafter existing and shall
      remain in full force and effect until all Guaranteed Obligations and any other
      amounts payable under this Guaranty are indefeasibly paid in full in cash and
      the Commitments with respect to the Guaranteed Obligations are
      terminated.  Notwithstanding the foregoing, this Guaranty shall
      continue in full force and effect or be revived, as the case may be, if any
      payment by or on behalf of CAI Barbados or CAI is made, or any of the Lenders
      exercises its right of setoff, in respect of the Guaranteed Obligations and
      such
      payment or the proceeds of such setoff or any part thereof is subsequently
      invalidated, declared to be fraudulent or preferential, set aside or required
      (including pursuant to any settlement entered into by any of the Lenders in
      their discretion) to be repaid to a trustee, receiver or any other party, in
      connection with any proceeding under any Debtor Relief Laws or otherwise, all
      as
      if such payment had not been made or such setoff had not occurred and whether
      or
      not the Lenders are in possession of or have released this Guaranty and
      regardless of any prior revocation, rescission, termination or
      reduction.  The obligations of CAI under this paragraph shall survive
      termination of this Credit Agreement and/or this Guaranty.

     

    17.7.        Subordination.  CAI
      hereby subordinates the payment of all obligations and indebtedness of CAI
      Barbados owing to CAI, whether now existing or hereafter arising, including
      but
      not limited to any obligation of CAI Barbados to CAI as subrogee of the Lenders
      or resulting from CAI’s performance under this Guaranty, to the indefeasible
      payment in full in cash of all Guaranteed Obligations.  If the Lenders
      so request, any such obligation or indebtedness of CAI Barbados to CAI shall
      be
      enforced and performance received by CAI as trustee for the Lenders and the
      proceeds thereof shall be paid over to the Lenders on account of the Guaranteed
      Obligations, but without reducing or affecting in any manner the liability
      of
      CAI under this Guaranty.

     

    17.8.        Stay
      of Acceleration.  If acceleration of the time for payment of
      any of the Guaranteed Obligations is stayed, in connection with any case
      commenced by or against CAI or CAI Barbados under any Debtor Relief Laws, or
      otherwise, all such amounts shall nonetheless be payable by CAI immediately
      upon
      demand by the Lenders.

     

    17.9.        Condition
      of CAI Barbados.  CAI acknowledges and agrees that it has the
      sole responsibility for, and has adequate means of, obtaining from CAI Barbados
      and any other guarantor such information concerning the financial condition,
      business and operations of CAI Barbados and any such other guarantor as CAI
      requires, and that none of the Lenders has any duty, and CAI is not relying
      on
      the Lenders at any time, to disclose to CAI any information relating to the
      business, operations or financial condition of CAI Barbados or any other
      guarantor (CAI waiving any duty on the part of the Lenders to disclose such
      information and any defense relating to the failure to provide the
      same).

     

    18. ACKNOWLEDGEMENT.

     

    In
      connection with all aspects of each transaction contemplated hereby, the
      Borrowers acknowledge and agree, and acknowledge their Affiliates’
understanding, that: (i) the credit facilities provided for hereunder and any
      related arranging or other services in connection therewith (including in
      connection with any amendment, waiver or other modification hereof or of any
      other Loan Document) are an arm’s-length commercial transaction between the
      Borrowers and its respective Affiliates, on the one hand, and the Administrative
      Agent and the Arranger, on the other hand, and the Borrowers are capable of
      evaluating and understanding and understands and accepts the terms, risks and
      conditions of the transactions contemplated hereby and by the other Loan
      Documents (including any amendment, waiver or other modification hereof or
      thereof); (ii) in connection with the process leading to such transaction,
      the
      Administrative Agent and the Arranger each is and has been acting solely as
      a
      principal and is not the financial advisor, agent or fiduciary, for the
      Borrowers or any of their respective Affiliates, stockholders, creditors or
      employees or any other Person; (iii) neither the Administrative Agent nor the
      Arranger has assumed or will assume an advisory, agency or fiduciary
      responsibility in favor of the Borrowers with respect to any of the transactions
      contemplated hereby or the process leading thereto, including with respect
      to
      any amendment, waiver or other modification hereof or of any other Loan Document
      (irrespective of whether the Administrative Agent or and the Arranger has
      advised or is currently advising the Borrowers or any of their respective
      Affiliates on other matters) and neither the Administrative Agent nor the
      Arranger has any obligation to the Borrowers or any of their respective
      Affiliates with respect to the transactions contemplated hereby except those
      obligations expressly set forth herein and in the other Loan Documents; (iv)
      the
      Administrative Agent and the Arranger and their respective Affiliates may be
      engaged in a broad range of transactions that involve interests that differ
      from
      those of the Borrowers and their respective Affiliates, and neither the
      Administrative Agent nor the Arranger has any obligation to disclose any of
      such
      interests by virtue of any advisory, agency or fiduciary relationship; and
      (v)
      the Administrative Agent and the Arranger have not provided and will not provide
      any legal, accounting, regulatory or tax advice with respect to any of the
      transactions contemplated hereby (including any amendment, waiver or other
      modification hereof or of any other Loan Document) and the Borrowers have
      consulted its own legal, accounting, regulatory and tax advisors to the extent
      it has deemed appropriate.  The Borrowers hereby waive and release, to
      the fullest extent permitted by law, any claims that it may have against the
      Administrative Agent and the Arranger with respect to any breach or alleged
      breach of agency or fiduciary duty.

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    


    19. TRANSITIONAL
      ARRANGEMENTS.

     

    On
      the
      Closing Date, this Credit Agreement shall amend, restate and supersede the
      Existing Credit Agreement in its entirety, except as provided in this
§19.  On the Closing Date, the rights and obligations of the parties
      evidenced by the Existing Credit Agreement shall be evidenced by this Credit
      Agreement and the other Loan Documents and the Existing Letters of Credit issued
      by any L/C Issuer for the account of CAI prior to the Closing Date shall be
      converted into Letters of Credit under this Credit Agreement and the grant
      of
      security interest in the Collateral by the relevant Loan Parties under the
      Existing Credit Agreement and the other “Loan Documents” (as defined in the
      Existing Credit Agreement) shall continue under this Agreement and the other
      Loan Documents, and shall not in any event be terminated, extinguished or
      annulled but shall hereafter be governed by this Credit Agreement and the other
      Loans Documents.  All references to the Existing Credit Agreement in
      any Loan Document or other document or instrument delivered in connection
      therewith shall be deemed to refer to this Credit Agreement and the provisions
      hereof.  Without limiting the generality of the foregoing and to the
      extent necessary, the Lenders and the Administrative Agent reserve all of their
      rights under the Existing Credit Agreement and each of the Guarantors hereby
      obligates itself again in respect of all present and future Obligations under,
      inter alia, the Existing Credit Agreement, as amended and restated by
      this Credit Agreement.

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    


    All
      interest and fees and expenses, if any, owing or accruing under or in respect
      of
      the Existing Credit Agreement through the Closing Date shall be calculated
      as of
      the Closing Date (pro rated in the case of any fractional periods), and shall
      be
      paid on the Closing Date.  Commencing on the Closing Date, the
      Commitment Fees and all other fees hereunder shall be payable by the Borrowers
      to the Administrative Agent for the account of the Lenders in accordance with
      this Credit Agreement.

     

    [remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have duly executed this Credit
      Agreement as a sealed instrument as of the date first set forth
      above.

     

    
      	 	 	
              CAI
                INTERNATIONAL, INC.  

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
              By:

            	
              /s/  VICTOR  GARCIA

            	 
	 	 	 	 	
              Name:  Victor
                Garcia

            	 
	 	 	 	 	
              Title:  Chief
                Financial Officer & Secretary

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
              CONTAINER
                APPLICATIONS LIMITED  

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
              By:

            	
              /s/  VICTOR  GARCIA

            	 
	 	 	 	 	
              Name:  Victor
                Garcia

            	 
	 	 	 	 	
              Title:  Chief
                Financial Officer & Secretary

            	 


    

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    


    CERTIFICATE
      OF ACKNOWLEDGMENT

     

    
      	
              COMMONWEALTH
                OR STATE OF CALIFORNIA

            	
              )

            


    

    
      	
               

            	
              )  ss.

            


    

    
      	
              COUNTY
                OF SAN FRANCISCO

            	
              )

            


    

    


    On
      this
      24th day of September, 2007, before me, the undersigned notary public,
      personally appeared Victor Garcia, proved to me through satisfactory evidence
      of
      identification, which were Victor Garcia, to be the person whose name is
      signed on the preceding or attached document, and acknowledged to me that he
      signed it voluntarily for its stated purpose (as Chief Financial Officer and
      Secretary for each of CAI International, Inc., a Delaware corporation, and
      Container Applications Limited, a corporation organized under the laws of
      Barbados).

     

    
      	 	
              /s/  SUSAN
                EILENE DANIELS

            	 
	 	
              (official
                signature and seal of notary)

            	 
	 	
              My
                commission expires:
                December 27,
                2009

            	 


    

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              BANK
                OF AMERICA, N.A., 

            	 
	 	 	
              as
                Administrative Agent 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  MATTHEW
                C. CORREIA

            	 
	 	 	 	
              Name:
                Matthew C. Correia

            	 
	 	 	 	
              Title:  Vice
                President

            	 


    

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    


    CERTIFICATE
      OF ACKNOWLEDGMENT

     

    
      	
              COMMONWEALTH
                OR STATE OF MA

            	
              )

            


    

    
      	
               

            	
              )
                ss.

            


    

    
      	
              COUNTY
                OF SUFFOLK

            	
              )

            


    

    


    On
      this
      21st day of  September, 2007, before me, the undersigned notary
      public, personally appeared Matthew C. Correia, proved to me through
      satisfactory evidence of identification, which were driver’s license, to
      be the person whose name is signed on the preceding or attached document, and
      acknowledged to me that he signed it voluntarily for its stated purpose (as
      Vice
      President for Bank of America, N.A., a national banking
      association).

     

    
      	 	
              /s/  KALENS
                HEROLD

            	 
	 	
              (official
                signature and seal of notary)

            	 
	 	
              My
                commission expires: January 25, 2013

            	 


    


    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              BANK
                OF AMERICA, N.A., 

            	 
	 	 	
              as
                Lender, Swing Line Lender and L/C Issuer 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  JUDITH
                A. HUCKINS

            	 
	 	 	 	
              Name:  Judith
                A. Huckins

            	 
	 	 	 	
              Title:  Vice
                President

            	 


    

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              LASALLE
                BANK NATIONAL ASSOCIATION,

            	 
	 	 	
              as
                a Lender and as Syndication Agent 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  STEFAN
                LOEB

            	 
	 	 	 	
              Name:
                Stefan Loeb

            	 
	 	 	 	
              Title:   Vice
                President

            	 


    

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              UNION
                BANK OF CALIFORNIA, N.A.,  

            	 
	 	 	as
              a Lender and as Documentation Agent 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  J.
                WILLIAM BLOORE

            	 
	 	 	 	
              Name:
                J. William Bloore

            	 
	 	 	 	
              Title:   Vice
                President

            	 


    

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              COMERICA
                BANK, as a Lender 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  DANIEL
                J. GRADY

            	 
	 	 	 	
              Name:
                Daniel J. Grady

            	 
	 	 	 	
              Title:   Vice
                President

            	 


    

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              ING
                BANK N.V., as a Lender 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  M.
                BEHLER

            	 
	 	 	 	
              Name:
                M. Behler

            	 
	 	 	 	
              Title:   Director

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  JULES-OSCAR
                E.
                KOLLMANN_

            	 
	 	 	 	
              Name:
                Jules-Oscar E. Kollmann

            	 
	 	 	 	
              Title:   Director

            	 


    

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              CRÉDIT
                INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH, as a
                Lender 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  ADRIENNE
                MOLLOY

            	 
	 	 	 	
              Name:
                Adrienne Molloy

            	 
	 	 	 	
              Title:   Vice
                President

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  ALEX
                AUPOIX

            	 
	 	 	 	
              Name:
                Alex Aupoix

            	 
	 	 	 	
              Title:   Vice
                President

            	 


    

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              WELLS
                FARGO BANK, N.A., as a Lender 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/  THOMAS
                M. GLOGER

            	 
	 	 	 	
              Name:
                Thomas M. Gloger

            	 
	 	 	 	
              Title:   Vice
                President

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Exhibit 
      A

    


    


    FORM
      OF BORROWING BASE REPORT

    


    


    Each
      of the undersigned, CAI
      International, Inc. (“CAI”) (as to itself and its Subsidiaries) and
      Container Applications Limited (“CAI Barbados”, and together with CAI,
      collectively, the "Borrowers") (as to itself), hereby certifies, pursuant
      to the Second Amended and Restated Revolving Credit Agreement, dated as of
      September [__], 2007 (as the same may be amended, restated, modified or
      supplemented and otherwise in effect from time to time, the "Credit
      Agreement"), by and among the Borrowers, Bank of America, N.A., as
      administrative agent (hereinafter, in such capacity, the "Administrative
      Agent") for itself and the other lending institutions (hereinafter, together
      with the L/C Issuer and the Swing Line Lender, collectively, the
      "Lenders") and the other agents party thereto, that (a) the information
      set forth in this Borrowing Base Report was true and correct as of the last
      day
      of the period specified herein, (b) this Borrowing Base Report has been prepared
      in accordance with the applicable provisions of the Credit Agreement and the
      various components thereof, and (c) as of the date of this Borrowing Base
      Report, there exists no Default or Event of Default.

    


    Except
      as otherwise specified in this
      Borrowing Base Report, capitalized terms used herein without definition have
      the
      same meanings herein as in the Credit Agreement.

    


    
      	 	
              CAI
                INTERNATIONAL, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	
              CONTAINER
                APPLICATIONS LIMITED

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BORROWING
      BASE WORKSHEET

    


    Borrowing
      Base as of _______ , 20

    


    A.           Eligible
      Containers Component of Borrowing Base:

    


    
      	
               

            	
              1.

            	
              Original
                Cost of Eligible Containers:

            	
              $_______________

            


    

    


    
      	
               

            	
              2.

            	
              Depreciation:1/

            	
              $_______________

            


    

    


    
      	
               

            	
              3.

            	
              Net
                Book Value of Eligible

            


    

    
      	
               

            	
              Containers
                (Item A1 minus Item A2):

            	
              $_______________

            


    

    


    
      	
               

            	
              4.

            	
              Formula
                Percentage:

            	
                      85%

            


    

    


    
      	
               

            	
              5.

            	
              Net
                Book Value of Eligible Containers Borrowing
                Base

            


    

    
      	
               

            	
              Component
                (Item A3 multiplied by Item A4):

            	
              $_______________

            


    

    


    
      	
              B.

            	
              Eligible
                Chassis Component of Borrowing
                Base:

            


    

    


    
      	
               

            	
              1.

            	
              Original
                Cost of Eligible Chassis:

            	
              $_______________

            


    

    


    
      	
               

            	
              2.

            	
              Depreciation:2/

            	
              $_______________

            


    

    


    
      	
               

            	
              3.

            	
              Net
                Book Value of Eligible

            


    

    
      	
               

            	
              Chassis
                (Item B1 minus Item B2):

            	
              $_______________

            


    

    


    
      	
               

            	
              4.

            	
              Formula
                Percentage:

            	
                      85%

            


    

    


    
      	
            	
              5.

            	
              Net
                Book Value of Eligible Chassis Borrowing
                Base

            


    

    
      
        
          	
                   

                	
                  Component
                    (Item B3 multiplied by Item B4):

                	
                  $_______________

                


        

      

    

    

      

    

     1/Containers
      are to be
      depreciated in accordance with the depreciation methodology set forth in the
      definition of Net Book Value contained in §1.1 of the Credit
      Agreement.

    
       2/Chassis
        are to be
        depreciated in accordance with the depreciation methodology set forth in
        the
        definition of Net Book Value contained in §1.1 of the Credit
        Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              C.

            	
              Direct
                Finance Lease Receivables Component of Borrowing
                Base:

            


    

    


    
      	
               

            	
              1.

            	
              Net
                Present Value3/
                of Direct
                Finance

            


    

    
      	
               

            	
              Lease
                Receivables:

            	
              $_______________

            


    

    


    
      	
               

            	
              2.

            	
              Formula
                Percentage:

            	
                      90%

            


    

    


    
      	
               

            	
              3.

            	
              Direct
                Finance Lease Receivables Borrowing
                Base

            


    

    
      	
               

            	
              Component
                (Item C1 multiplied by Item C2):

            	
              $_______________

            


    

    


    
      	
              D.

            	
              Borrowing Base

            


    

    
      	
               

            	
              (Sum
                of Item A5 plus Item B5 plus Item C3):

            	
              $_______________

            


    

    


    E.         
        Maximum Available Credit
      (the lesser of the Total

    
      	
               

            	
              Commitment
                currently in effect and Item D):

            	
              $_______________

            


    

    


    
      	
              F.

            	
              Outstandings:

            


    

    


    
      	
               

            	
              1.

            	
              Revolving
                Credit Loans Outstanding:

            	
              $_______________

            


    

    


    
      	
               

            	
              2.

            	
              Maximum
                Drawing Amount under

            


    

    
      	
               

            	
              outstanding
                Letters of Credit:

            	
              $_______________

            


    

    


    
      	
               

            	
              3.

            	
              Unpaid
                Reimbursement Obligations:

            	
              $_______________

            


    

    


    
      	
               

            	
              4.

            	
              Swing
                Line Loans Outstanding:

            	
              $_______________

            


    

    


    
      	
               

            	
              5.

            	
              Sum
                of Item F1 plus Item F2 plus Item
                F3

            


    

    
      	
               

            	
              plus
                Item F4:

            	
              $_______________

            


    

    


    
      	
              G.

            	
              Excess
                Availability/(Shortfall):

            


    

     

    
      
        	
                 

              	
                (Item
                  E minus Item F5):

              	
                $_______________

              


      

    

    

      

    

    
      3/The
        discounted
        present value of Direct Finance Lease Receivables, discounted at the Direct
        Finance Lease Rate per annum of the remaining term of the applicable Direct
        Finance Lease.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    DOMESTIC
      BORROWING BASE WORKSHEET

    


    Domestic
      Borrowing Base as
      of                                 
, 20

    


    
      	
              A.

            	
              Eligible
                Containers Component of Domestic Borrowing Base (pertaining to CAI
                and
                each Guarantor):

            


    

    


    
      	
               

            	
              1.

            	
              Original
                Cost of Eligible Containers:

            	
              $_______________

            


    

    


    
      	
               

            	
              2.

            	
              Depreciation:4/

            	
              $_______________

            


    

    


    
      	
               

            	
              3.

            	
              Net
                Book Value of Eligible

            


    

    
      	
               

            	
              Containers
                (Item A1 minus Item A2):

            	
              $_______________

            


    

    


    
      	
               

            	
              4.

            	
              Formula
                Percentage:

            	
                      85%

            


    

    


    
      	
               

            	
              5.

            	
              Net
                Book Value of Eligible Containers
                Domestic

            


    

    Borrowing
      Base Component (Item A3 multiplied

    
      	
               

            	
              by
                Item A4):

            	
              $_______________

            


    

    


    
      	
              B.

            	
              Eligible
                Chassis Component of Domestic  Borrowing Base (pertaining to CAI
                and each Guarantor):

            


    

    


    
      	
               

            	
              1.

            	
              Original
                Cost of Eligible Chassis:

            	
              $_______________

            


    

    


    
      	
               

            	
              2.

            	
              Depreciation:5/

            	
              $_______________

            


    

    


    
      	
               

            	
              3.

            	
              Net
                Book Value of Eligible

            


    

    
      	
               

            	
              Chassis
                (Item B1 minus Item B2):

            	
              $_______________

            


    

    
      	
               

            	
              4.

            	
              Formula
                Percentage:

            	
                      85%

            


    

    


    
      	
               

            	
              5.

            	
              Net
                Book Value of Eligible Chassis
                Domestic

            


    

    Borrowing
      Base Component (Item B3

    
      	
               

            	
              multiplied
                by Item B4):

            	
              $_______________

            


    

    

      

    

    
      4/Containers
        are to be
        depreciated in accordance with the depreciation methodology set forth in
        the
        definition of Net Book Value contained in §1.1 of the Credit
        Agreement.

    

    
      5/Chassis
        are to be
        depreciated in accordance with the depreciation methodology set forth in
        the
        definition of Net Book Value contained in §1.1 of the Credit
        Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              C.

            	
              Direct
                Finance Lease Receivables Component of Domestic Borrowing Base (pertaining
                to CAI and each
                Guarantor):

            


    

    


    
      	
               

            	
              1.

            	
              Net
                Present Value6/
                of Direct
                Finance

            


    

    
      	
               

            	
              Lease
                Receivables:

            	
              $_______________

            


    

    


    
      	
               

            	
              2.

            	
              Formula
                Percentage:

            	
                      90%

            


    

    


    
      	
               

            	
              3.

            	
              Direct
                Finance Lease Receivables Domestic

            


    

    Borrowing
      Base Component (Item C1

    
      	
               

            	
              multiplied
                by Item C2):

            	
              $_______________

            


    

    


    
      	
              D.

            	
              Domestic Borrowing Base
                (pertaining to CAI and each
                Guarantor)

            


    

    


    
      	
               

            	
              (Sum
                of Item A5 plus Item B5 plus Item C3):

            	
              $_______________

            


    

    


    
      	
              E.

            	
              Maximum Available Credit
                (pertaining to CAI and each
                Guarantor)

            


    

    (the
      lesser of the Total Commitment currently in effect

    
      	
               

            	
              and
                Item D):

            	
              $_______________

            


    

    


    
      	
              F.

            	
              Outstandings
                (pertaining to CAI and each
                Guarantor):

            


    

    


    
      	
               

            	
              1.

            	
              Revolving
                Credit Loans Outstanding:

            	
              $_______________

            


    

    


    
      	
               

            	
              2.

            	
              Maximum
                Drawing Amount under

            


    

    
      	
               

            	
              outstanding
                Letters of Credit:

            	
              $_______________

            


    

    


    
      	
               

            	
              3.

            	
              Unpaid
                Reimbursement Obligations:

            	
              $_______________

            


    

    


    
      	
               

            	
              4.

            	
              Swing
                Line Loans Outstanding:

            	
              $_______________

            


    

    


    
      	
               

            	
              5.

            	
              Sum
                of Item F1 plus Item F2 plus Item
                F3

            


    

    
      	
               

            	
              plus
                Item F4:

            	
              $_______________

            


    

    


    
      	
              G.

            	
              Excess
                Availability/(Shortfall)(pertaining to CAI and
                each
                Guarantor):

            


    

    


    
      	
               

            	
              (Item
                E minus Item F5):

            	
              $_______________

            


    

    

      

    

    
      6/The
        discounted
        present value of Direct Finance Lease Receivables, discounted at the Direct
        Finance Lease Rate per annum of the remaining term of the applicable Direct
        Finance Lease.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

     

    Exhibit  B

    


    FORM
      OF REVOLVING CREDIT NOTE

     

    
      
        	
                $___________________

              	
                 ________
                  __, 20__

              


      

    

     

    


    FOR
      VALUE RECEIVED, each of the
      undersigned (the “Borrowers”) hereby promises to pay to
      _____________________ or registered assigns (the “Lender”), in accordance
      with its respective Obligations under the provisions of the Agreement (as
      hereinafter defined), the principal amount of each Revolving Credit Loan from
      time to time made by the Lender to the Borrowers under that certain Second
      Amended and Restated Revolving Credit Agreement, dated as of September [__],
      2007 (as amended, restated, extended, supplemented or otherwise modified in
      writing from time to time, the “Agreement”; the terms defined therein
      being used herein as therein defined), among the Borrowers, the Lenders from
      time to time party thereto, and Bank of America, N.A., as Administrative Agent,
      L/C Issuer and Swing Line Lender.

    


    In
      accordance with its respective
      Obligations under the Agreement, each of the Borrowers promises to pay interest
      on the unpaid principal amount of each Revolving Credit Loan from the date
      of
      such Revolving Credit Loan until such principal amount is paid in full, at
      such
      interest rates and at such times as provided in the Agreement.  Except
      as otherwise provided in Section 2.10.6 of the Agreement with respect to
      Swing Line Loans, all payments of principal and interest shall be made to the
      Administrative Agent for the account of the Lender in Dollars in immediately
      available funds at the Administrative Agent’s Office.  If any amount
      is not paid in full when due hereunder, such unpaid amount shall bear interest,
      to be paid upon demand, from the due date thereof until the date of actual
      payment (and before as well as after judgment) computed at the per annum rate
      set forth in the Agreement.

    


    This
      Revolving Credit Note
      (“Note”) is one of the Notes referred to in the Agreement, is entitled to
      the benefits thereof and may be prepaid in whole or in part subject to the
      terms
      and conditions provided therein.  This Note is also entitled to the
      benefits of the Guaranty and is secured by the Collateral.  Upon the
      occurrence and during the continuation of one or more of the Events of Default
      specified in the Agreement, all amounts then remaining unpaid on this Note
      shall
      become, or may be declared to be, immediately due and payable all as provided
      in
      the Agreement.  Revolving Credit Loans made by the Lender shall be
      evidenced by one or more loan accounts or records maintained by the Lender
      in
      the ordinary course of business. The Lender may also attach schedules to this
      Note and endorse thereon the date, amount and maturity of its Revolving Credit
      Loans and payments with respect thereto.

    


    Each
      of the Borrowers, for itself, its
      successors and assigns, hereby waives diligence, presentment, protest and demand
      and notice of protest, demand, dishonor and non-payment of this
      Note.

    


    THIS
      NOTE SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE
      LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL
      OBLIGATIONS LAW §5-1401)).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Note to be signed in
      its corporate name by its duly authorized officer as of the day and year first
      above written.

     

    
      	 	
              CAI
                INTERNATIONAL, INC.

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	
              CONTAINER
                APPLICATIONS LIMITED

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LOANS
      AND PAYMENTS WITH RESPECT THERETO


    
      	
              Date

            	 	
              Type
                of Loan Made

            	 	
              Amount
                of Loan Made

            	 	
              End
                of Interest Period

            	 	
              Amount
                of Principal or Interest Paid This Date

            	 	
              Outstanding
                Principal Balance This Date

            	 	
              Notation
                Made By

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit 
      C

    


    FORM
      OF LOAN REQUEST

    


    


    Date:____________

    


    


    
      	
              To:

            	
              Bank
                of America, N.A., as Administrative
                Agent

            


    

    100
      Federal Street

    Boston,
      Massachusetts   02110

    


    Attention:  Transportation
      Division

    


    Ladies
      and Gentlemen:

    


    The
      undersigned Borrower (as
      hereinafter defined), [CAI International, Inc.] [Container Applications
      Limited], submits this Loan Request pursuant to §2.6 of the Second Amended and
      Restated Revolving Credit Agreement, dated as of [_____ __], 2007 (as amended,
      modified, supplemented or restated and in effect from time to time, the
      "Credit Agreement"), by and among CAI International, Inc. (“CAI”)
      and Container Applications Limited (“CAI Barbados”, and together with
      CAI, collectively, the “Borrowers”, and individually, a
“Borrower”), Bank of America, N.A., as administrative agent (hereinafter,
      in such capacity, the "Administrative Agent") for itself and the other
      lending institutions (hereinafter, together with the L/C Issuer and the Swing
      Line Lender, collectively, the "Lenders") and the other agents party
      thereto.  All capitalized terms used in this Loan Request shall have
      the meanings specified in the Credit Agreement unless otherwise defined
      herein.

    


    The
      Borrower hereby represents,
      warrants and certifies to you that (a) the proceeds specified herein shall
      be
      used in accordance with the provisions of the Credit Agreement, (b) each of
      the
      representations and warranties of the Borrower contained in the Credit
      Agreement, the other Loan Documents or in any document or instrument delivered
      pursuant to or in connection with the Credit Agreement shall be true as of
      the
      date as of which they were made and shall also be true at and as of the date
      hereof, with the same effect as if made at and as of that time (except to the
      extent of changes resulting from transactions contemplated or permitted by
      the
      Credit Agreement and the other Loan Documents and changes occurring in the
      ordinary course of business that singly or in the aggregate are not materially
      adverse, and to the extent that such representations and warranties relate
      expressly to an earlier date), (c) the Borrower has performed and complied
      in
      all material respects with all of the terms and conditions contained in the
      Credit Agreement required to be performed or complied with by the Borrower
      prior
      to or at the time of the borrowing requested hereunder, (d) at and as of the
      date hereof, the Borrower is not in default of any of its obligations under
      the
      Credit Agreement, and no Default or Event of Default exists and (e) the
      execution and delivery of this Loan Request has been authorized by all necessary
      corporate action/proceedings on behalf of the Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    The
      Borrower requests that the Lenders
      make a Revolving Credit Loan which is a [Base] [Eurodollar] Rate Loan on
      [proposed Drawdown Date]1/
      for the Interest
      Period commencing on [proposed Drawdown Date] and ending on
      [ ]2/
      in the principal
      amount of [$__________]3/.

    


    Please
      acknowledge receipt of this
      letter by signing and returning to us the enclosed copy.

    


    
      	 	
              Very
                truly yours,

            
	 	 	 
	 	
              [CAI  INTERNATIONAL,
                INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:
                ]

            
	 	 	 
	 	
              [CONTAINER
                APPLICATIONS LIMITED

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:]

            


    

    

      

    

    
      1/Loan
        Request must be
        made no less than two (2) Business Days prior to the proposed Drawdown Date
        of
        any Base Rate Loan and four (4) Eurodollar Business Days prior to the proposed
        Drawdown Date of any Eurodollar Rate Loan.

    

    
      2/For
        Base Rate Loans,
        the last day of the calendar quarter following the proposed Drawdown Date;
        for
        Eurodollar Rate Loans, 1, 2, 3 or 6 months after the proposed Drawdown
        Date.

    

    
      3/Each
        Loan Request
        relating to a Base Rate Loan shall be in a minimum aggregate amount of $500,000
        and each Loan Request relating to a Eurodollar Rate Loan shall be in a minimum
        aggregate amount of $1,000,000.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Exhibit  D

      


      FORM
        OF COMPLIANCE CERTIFICATE

      


      


      __________
        __, 200_

      


      
        	
                To:

              	
                Bank
                  of America, N.A., as Administrative
                  Agent

              


      

      100
        Federal Street

      Boston,
        Massachusetts   02110

      


      Attention:  Matthew
        Correia

      


      
        	
                Re:

              	
                Compliance
                  Certificate for the Reference Period Ended _______ _,
                  200_

              


      

      


      Ladies
        and Gentlemen:

      


      Pursuant
        to §8.4(d) of the Second
        Amended and Restated Revolving Credit Agreement, dated as of September [__],
        2007 (as amended, modified, supplemented or restated and in effect from time
        to
        time, the "Credit Agreement"), by and among CAI International, Inc., a
        Delaware corporation (“CAI”), Container Applications Limited (“CAI
        Barbados”, and together with CAI, collectively, the "Borrowers"), a
        corporation organized under the laws of Barbados, Bank of America, N.A.,
        as
        administrative agent (hereinafter, in such capacity, the "Administrative
        Agent") for itself and the other lending institutions (hereinafter, together
        with the L/C Issuer and the Swing Line Lender, collectively, the
        "Lenders") and the other agents party thereto, CAI, CAI Barbados (as to
        itself) and the undersigned principal financial or accounting officer of
        such
        Borrower hereby certify that (a) the information furnished below in this
        report
        was true and correct as of the last day of the Reference Period ended on
        the
        date indicated above, (b) as of the date hereof, no Default or Event of Default
        under the Credit Agreement has occurred and is continuing, (c) the [quarterly]
        [annual] financial statements delivered to the Administrative Agent herewith
        were prepared in compliance with §8.4 of the Credit Agreement and (d) each of
        the representations and warranties of such Borrower contained in the Credit
        Agreement, the other Loan Documents or in any document or instrument delivered
        pursuant to or in connection with the Credit Agreement shall be true as of
        the
        date as of which they were made and shall also be true at and as of the date
        hereof, with the same effect as if made at and as of that time (except to
        the
        extent of changes resulting from transactions contemplated or permitted by
        the
        Credit Agreement and the other Loan Documents and changes occurring in the
        ordinary course of business that singly or in the aggregate are not materially
        adverse, and to the extent that such representations and warranties relate
        expressly to an earlier date).

      


      Except
        as otherwise specified in this
        Compliance Certificate, the capitalized terms used herein shall have the
        same
        meanings ascribed to them in the Credit Agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	 	
                CAI
                  INTERNATIONAL, INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	 	 
	 	
                CONTAINER
                  APPLICATIONS LIMITED

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      COMPLIANCE
        CERTIFICATE WORKSHEET

      


      
        	
                1.

              	
                Total
                  Leverage Ratio - §10.1

              


      

      (for
        the
        Reference Period ended ________ __, 20__)

       

      
        
          	
                  A.

                	
                  Consolidated
                    Funded Debt:

                


        

        


        Sum
          of
          all Indebtedness of CAI and its Subsidiaries

        during
          such Reference Period relating to:

        
          	
                   

                	
                  ·

                	
                  Borrowed
                    Money (including issuance
                    of notes or bonds):

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  
                    Deferred
                      purchase price of assets (other than
                      trade
                      payables):

                  

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Capitalized
                    Leases:

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Rental
                    Obligations:

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Maximum
                    drawing amount of all letters of
                    credit

                


        

        
          	
                   

                	
                  outstanding:

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Indebtedness
                    of any type referred to above of
                    another

                


        

        
          	
                   

                	
                  Person
                    guaranteed by CAI or any of its Subsidiaries:

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Subordinated
                    Debt obligations (if any)

                	
                  $______

                


        

        


        
          	
                   

                	
                  equals
                    Consolidated Funded Debt:

                	
                  $______

                


        

      

       

      
        	
                B.

              	
                Consolidated
                  EBITDAR:

              


      

       

      
        
          	
                	
                  Consolidated
                    Net Income (or Deficit) of CAI and its Subsidiaries: 

                	
                  $______

                


        

      

      
        	
                 

              	
                plus
                  depreciation and amortization:

              	
                $______

              


      

      
        	
                 

              	
                plus
                  income tax expense:

              	
                $______

              


      

      
        	
              	
                plus
                  Consolidated Total Interest Expense paid or accrued:

              	
                $______

              


      

      
        	
                 

              	
                plus
                  other noncash charges for such period:

              	
                $______

              


      

      plus
        principal payments received with respect to Direct

      
        	
                 

              	
                  Finance
                  Leases:

              	
                $______

              


      

      
        	
                 

              	
                plus
                  consolidated rental expense:

              	
                $______

              


      

      


      
        	
                 

              	
                equals
                  Consolidated EBITDAR:

              	
                $______

              


      

      


      
        	
                C.

              	
                Total
                  Leverage Ratio equals (Item 1A to Item 1B):

              	
                ___:___

              


      

      


      
        	
                D.

              	
                The
                  Borrowers will not permit the Total Leverage Ratio, as at the end
                  of any
                  Reference Period on or ending during any period to exceed the ratio
                  of
                  4.50:1.00.

              


      

      


      
        	
                Compliance

              	
                ______
                  yes/no

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                2.

              	
                Applicable
                  Margin

              


      

      (for
        the
        Reference Period ended ________ __, 20__)

      


      
        	
                A.

              	
                Total
                  Leverage Ratio equals (Item 1C above):

              	
                ______:1.00

              


      

      


      
        	
                B.

              	
                Applicable
                  Margin Level corresponding to Item 2A

              	
                Level
                  ______

              


      

      


      
        	
                C.

              	
                Change
                  in Applicable Margin Level

              	
                
                  
                    _____ 
                      yes/no

                  

                

              


      

       

      Former
        Level:______

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        	
                3.

              	
                Fixed
                  Charge Coverage Ratio -
§10.2

              


      

      (for
        the
        Reference Period ended ________ __, 20__)

       

      
        
          	
                  A.

                	
                  Consolidated
                    Operating Cash Flow of CAI and its
                    Subsidiaries:

                


        

        


        
          	
                   

                	
                  Consolidated
                    EBITDAR (from Item 1B
                    above):

                	
                  
                    $______

                  

                


        

        minus
          cash income tax taxes paid or payable in such

        period,
          excluding cash income taxes with respect to

        CAI’s
          fiscal year 2006 income paid by CAI

        in
          the
          2007 fiscal year, in an amount not

        
          	
                   

                	
                  exceeding
                    $10,000,000 in the aggregate:

                	
                  
                    $______

                  

                


        

        


        
          	
                   

                	
                  equals
                    Consolidated Operating Cash Flow:

                	
                  
                    $______

                  

                


        

        


        
          	
                  B.

                	
                  Consolidated
                    Total Debt Service of CAI and its
                    Subsidiaries:

                


        

        


        Sum
          of,
          without duplication:

        (i)  All
          repayments or prepayments of principal

        due
          and
          payable during such Reference Period

        on
          Indebtedness with respect to:

        
          	
                   

                	
                  ·

                	
                  Borrowed
                    Money (including issuance
                    of notes or bonds):

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Deferred
                    purchase price of assets (other than trade
                    payables):

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Synthetic
                    Leases and Capitalized Leases:

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Reimbursement
                    obligations with respect to

                


        

        letters
          of credit due and payable during such

        
          	
                   

                	
                  Reference
                    Period:

                	
                  $______

                


        

        
          	
                   

                	
                  ·

                	
                  Indebtedness
                    of any type referred to above of
                    another

                


        

        Person
          guaranteed by CAI or any of

        
          	
                   

                	
                  its
                    Subsidiaries:

                	
                  $______

                


        

        


        plus

        
          	
                	
                  (ii)  Consolidated
                    Total Interest Expense paid or payable in cash:

                	
                  $______

                


        

        


        plus

        (iv)  Consolidated
          rental expense for such Reference Period

        
          	
                   

                	
                   determined
                    in accordance with GAAP:

                	
                  $______

                


        

        
          	
                   

                	
                  Total:

                	
                  $______

                


        

         

        
          
            	
                    C.

                  	
                    
                      Fixed
                        Charge Coverage Ratio equals (Item 3A to Item
                        3B):

                    

                  	
                    
                      ___:___

                    

                  


          

           

          
            	
                    D.

                  	
                    Fixed
                      Charge Coverage Ratio must not be less than:

                  	
                        1:25
                      : 1.00

                  


          

        

         

        
          	
                  Compliance

                	
                  ______
                    yes/no

                

 

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit 
      E

    


    ASSIGNMENT
      AND ASSUMPTION

    


    This
      Assignment and Assumption (this
“Assignment and Assumption”) is dated as of the Effective Date set forth
      below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the
“Assignee”).  Capitalized terms used but not defined
      herein
      shall have the meanings given to them in the Credit Agreement identified below
      (the “Credit Agreement”), receipt of a copy of which is hereby
      acknowledged by the Assignee.  The Standard Terms and Conditions set
      forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
      by
      reference and made a part of this Assignment and Assumption as if set forth
      herein in full.

    


    For
      an agreed consideration, the
      Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee
      hereby irrevocably purchases and assumes from the Assignor, subject to and
      in
      accordance with the Standard Terms and Conditions and the Credit Agreement,
      as
      of the Effective Date inserted by the Administrative Agent as contemplated
      below
      (i) all of the Assignor’s rights and obligations as a Lender under the Credit
      Agreement and any other documents or instruments delivered pursuant thereto
      to
      the extent related to the amount and percentage interest identified below of
      all
      of such outstanding rights and obligations of the Assignor under the respective
      facilities identified below (including, without limitation, the Letters of
      Credit and the Swing Line Loans included in such facilities) and (ii) to the
      extent permitted to be assigned under applicable law, all claims, suits, causes
      of action and any other right of the Assignor (in its capacity as a Lender)
      against any Person, whether known or unknown, arising under or in connection
      with the Credit Agreement, any other documents or instruments delivered pursuant
      thereto or the loan transactions governed thereby or in any way based on or
      related to any of the foregoing, including, but not limited to, contract claims,
      tort claims, malpractice claims, statutory claims and all other claims at law
      or
      in equity related to the rights and obligations sold and assigned pursuant
      to
      clause (i) above (the rights and obligations sold and assigned pursuant to
      clauses (i) and (ii) above being referred to herein collectively as, the
“Assigned Interest”).  Such sale and assignment is without
      recourse to the Assignor and, except as expressly provided in this Assignment
      and Assumption, without representation or warranty by the Assignor.

    


    
      	
              1.

            	
              Assignor:

            	
              ______________________________

            


    

    


    
      	
              2.

            	
              Assignee:

            	
              ______________________________
                [and is an Affiliate/Approved Fund of [identify
                Lender]]

            


    

    


    
      	
              3.

            	
              Borrowers:

            	
              CAI
                International, Inc. and Container Applications
                Limited

            


    

    


    
      	
              4.

            	
              Administrative
                Agent: Bank of America, N.A., as the administrative agent under the
                Credit Agreement

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              5.

            	
              Credit
                Agreement:     Second Amended and Restated
                Revolving Credit Agreement, dated as of September [__], 2007, among
                the
                Borrowers, the Lenders and agents from time to time party thereto,
                and
                Bank of America, N.A., as Administrative Agent, L/C Issuer, and Swing
                Line
                Lender

            


    

    


    
      	
              6.

            	
              Assigned
                Interest:

            


    

    


    
      	
              Facility
                Assigned

            	
              Aggregate

              Amount
                of

              Commitment/Loans

              for
                all Lenders

            	
              Amount
                of

              Commitment/Loans

              Assigned

            	
              Percentage

              Assigned
                of

              Commitment/Loans

            	
              CUSIP
                Number

            
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            	 
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            	 
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            	 


    

    


    
      	
              [7.

            	
              Trade
                Date:

            	
              __________________]

            


    

    


    Effective
      Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
      WHICH
      SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
      THEREFOR.]

    


    The
      terms set forth in this Assignment
      and Assumption are hereby agreed to:

    


    
      	 	
              ASSIGNOR

            
	 	
              [NAME
                OF ASSIGNOR]

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Title:

            
	 	 	 
	 	
              ASSIGNEE

            
	 	
              [NAME
                OF ASSIGNEE]

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Title:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              [Consented
                to and] Accepted:

            	 
	 	 	 
	
              BANK
                OF AMERICA, N.A., as

            	 
	
              Administrative
                Agent

            	 
	 	 	 
	
              By:

            	 	 
	 	
              Title:

            	 
	 	 	 
	
              [Consented
                to:]

            	 
	 	 	 
	
              By:

            	 	 
	 	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO ASSIGNMENT AND ASSUMPTION

    


    


    STANDARD
      TERMS AND CONDITIONS FOR

    ASSIGNMENT
      AND ASSUMPTION

    


    
      	
               

            	
              1.

            	
              Representations
                and Warranties.

            


    

    


    1.1.  Assignor.  The
      Assignor (a) represents and warrants that (i) it is the legal and beneficial
      owner of the Assigned Interest, (ii) the Assigned Interest is free and clear
      of
      any lien, encumbrance or other adverse claim and (iii) it has full power and
      authority, and has taken all action necessary, to execute and deliver this
      Assignment and Assumption and to consummate the transactions contemplated
      hereby; and (b) assumes no responsibility with respect to (i) any statements,
      warranties or representations made in or in connection with the Credit Agreement
      or any other Loan Document, (ii) the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of the Loan Documents or
      any
      collateral thereunder, (iii) the financial condition of the Borrowers, any
      of
      their Subsidiaries or Affiliates or any other Person obligated in respect of
      any
      Loan Document or (iv) the performance or observance by the Borrowers, any of
      their Subsidiaries or Affiliates or any other Person of any of their respective
      obligations under any Loan Document.

    


    1.2.  Assignee.  The
      Assignee (a) represents and warrants that (i) it has full power and authority,
      and has taken all action necessary, to execute and deliver this Assignment
      and
      Assumption and to consummate the transactions contemplated hereby and to become
      a Lender under the Credit Agreement, (ii) it meets all requirements of an
      Eligible Assignee under the Credit Agreement (subject to receipt of such
      consents as may be required under the Credit Agreement), (iii) from and after
      the Effective Date, it shall be bound by the provisions of the Credit Agreement
      as a Lender thereunder and, to the extent of the Assigned Interest, shall have
      the obligations of a Lender thereunder, (iv) it has received a copy of the
      Credit Agreement, together with copies of the most recent financial statements
      delivered pursuant to Section 8.4 thereof, as applicable, and such other
      documents and information as it has deemed appropriate to make its own credit
      analysis and decision to enter into this Assignment and Assumption and to
      purchase the Assigned Interest on the basis of which it has made such analysis
      and decision independently and without reliance on the Administrative Agent
      or
      any other Lender, and (v) if it is a foreign Lender, attached hereto is any
      documentation required to be delivered by it pursuant to the terms of the Credit
      Agreement, duly completed and executed by the Assignee; and (b) agrees that
      (i)
      it will, independently and without reliance on the Administrative Agent, the
      Assignor or any other Lender, and based on such documents and information as
      it
      shall deem appropriate at the time, continue to make its own credit decisions
      in
      taking or not taking action under the Loan Documents, and (ii) it will perform
      in accordance with their terms all of the obligations which by the terms of
      the
      Loan Documents are required to be performed by it as a Lender.

    


    2.  Payments.  From
      and after the Effective Date, the Administrative Agent shall make all payments
      in respect of the Assigned Interest (including payments of principal, interest,
      fees and other amounts) to the Assignor for amounts which have accrued to but
      excluding the Effective Date and to the Assignee for amounts which have accrued
      from and after the Effective Date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.  General
      Provisions.  This Assignment and Assumption shall be binding upon,
      and inure to the benefit of, the parties hereto and their respective successors
      and assigns.  This Assignment and Assumption may be executed in any
      number of counterparts, which together shall constitute one
      instrument.  Delivery of an executed counterpart of a signature page
      of this Assignment and Assumption by telecopy or other electronic transmission
      shall be effective as delivery of a manually executed counterpart of this
      Assignment and Assumption.  This Assignment and Assumption shall be
      governed by, and construed in accordance with, the law of the State of New
      York
      (excluding the laws applicable to conflicts or choice of law (other than the
      New
      York General Obligations Law §5-1401)).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        Exhibit  F

        


        FORM
          OF SWING LINE LOAN NOTICE

        


        Date:  ___________,
          _____

        


        
          	
                  To:

                	
                  Bank
                    of America, N.A., as Swing Line
                    Lender

                


        

        Bank
          of
          America, N.A., as Administrative Agent

        


        Ladies
          and Gentlemen:

        


        Reference
          is made to that certain
          Second Amended and Restated Revolving Credit Agreement, dated as of September
          [__], 2007 (as amended, restated, extended, supplemented or otherwise modified
          in writing from time to time, the “Agreement;” the terms defined therein
          being used herein as therein defined), among CAI International, Inc., a
          Delaware
          corporation (“CAI”), Container Applications Limited (“CAI
          Barbados”, and together with CAI, collectively, the “Borrowers”), a
          corporation organized under the laws of Barbados, the Lenders and agents
          from
          time to time party thereto, and Bank of America, N.A., as Administrative
          Agent,
          L/C Issuer and Swing Line Lender.

        


        The
          undersigned hereby requests a Swing
          Line Loan:

        


        
          	
                   

                	
                  1.

                	
                  On
                    _______________________________ (a Business
                    Day).

                


        

        


        
          	
                   

                	
                  2.

                	
                  In
                    the amount of
                    $____________________.

                


        

        


        The
          Swing Line Borrowing requested
          herein complies with the requirements of the provisos to the first sentence
          of
Section 2.10.1 of the Agreement; as of the date hereof there does not
          exist, and after giving effect to the Swing Line Loan contemplated hereby
          there
          shall not exist, any Default or Event of Default.

        


        
          	 	
                  CAI
                    INTERNATIONAL, INC.

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	 	 
	 	 	 
	 	
                  CONTAINER
                    APPLICATIONS LIMITED

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        

          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            1.1 (Existing Letters of Credit)

          


          Letter
            of
            Credit bearing number 68007619 issued by Bank of America in the amount
            of
            $327,947.


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            7.3 (Title to Properties; Leases)

          


          


          NONE


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            7.7 (Litigation)

          


          Actions,
            suits, proceedings, or investigations pending or threatened against the
            Borrower
            or its Subsidiaries as of the Closing Date:

          


          


          NONE


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            7.15 (Certain Transactions)

          


          Affiliates
            of the Borrower or any of its Subsidiaries are presently a party to the
            following agreements with the Borrower or any of its Subsidiaries, copies
            of
            which agreements have been provided to the Administrative Agent:

          


          1.           Management
            Agreement between the Borrower and Interpool dated October 1, 2006, pursuant
            to
            which the Borrower agrees to manage the operations of a master lease
            container
            business on behalf of Interpool and Interpool retains the services of
            the
            Borrower to perform certain billing, collection and lease administration
            services.

          


          2.           Amendment
            No. 5 to Operating and Administration Agreement between the Borrower
            and
            Interpool dated October 1, 2006.


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            7.19 (Subsidiaries, etc.)

          


          7.19(a)

          


          
            	
                    NAME:

                  	
                    PLACE
                      OF ORGANIZATION:

                  	
                    PRINCIPAL
                      PLACE OF BUSINESS/REGISTERED OFFICE:

                  
	
                    Container
                      Applications International (U.K.) Limited

                  	
                    England
                      and Wales

                  	
                    Ground
                      Floor Office Suite

                    Knight
                      Court, 49 Crown Street

                    Brentwood,
                      Essex

                    CM
                      14 4BD

                    United
                      Kingdom

                  
	
                    Container
                      Applications International (Malaysia) SDN BHD

                  	
                    Malaysia

                  	
                    Suite
                      10.05, Level 10, Menara Trend, Intan Millennium Square, 68
                      Jalan Batai
                      Laut, 41300 Klang, Selangor Darul Ehsan, Malaysia

                  
	
                    Container
                      Applications International Corporation

                  	
                    Japan

                  	
                    Shinwa
                      Building 6F

                    9-11
                      Toranomon 2-Chome

                    Minato-Ku,
                      Tokyo 105-0001

                    Japan

                  
	
                    Sky
                      Domestic Container Leasing Limited

                  	
                    England
                      and Wales

                  	
                    2nd
                      Floor Office
                      Suite

                    Knight
                      Court, 49 Crown Street

                    Brentwood,
                      Essex

                    CM
                      14 BD

                    United
                      Kingdom

                  
	
                    Sky
                      Container Trading Limited

                  	
                    England
                      and Wales

                  	
                    2nd
                      Floor Office
                      Suite

                    Knight
                      Court, 49 Crown Street

                    Brentwood,
                      Essex

                    CM
                      14 BD

                    United
                      Kingdom

                  
	
                    Container
                      Applications Limited

                  	
                    Barbados

                  	
                    Chancery
                      Chambers

                    Chancery
                      House

                    High
                      Street

                    Bridgetown,
                      Barbados

                    West
                      Indies

                     

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          7.19(b)

          


          Joint
            ventures or partnerships engaged in by the Borrower or its Subsidiaries
            as of
            the Closing Date:

          


          NONE


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            7.20 (Bank Accounts)

          


          As
            of the
            Closing Date, the Borrower and its Subsidiaries maintain the following
            Collection Accounts:

          


          [On
            file
            with the Administrative Agent]


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            9.1 (Restrictions on Indebtedness)

          


          The
            following Indebtedness existing on the Closing Date shall be permitted
            under
            Section 9.1(g) of the Credit Agreement:

          


          
            	
                    1.

                  	
                    Contracts
                      payable to General Electric Capital Corporation (f/k/a BCC
                      Equipment
                      Leasing Corp. and MDFC Equipment Leasing
                      Corp.)

                  


          

          


          A.           The
            following contracts payable relate to Individual Equipment Records 003
            and 004
            each dated as of January 31, 1996, and as amended to date, and entered
            into
            pursuant to the Equipment Lease Agreement No. 3263-1 dated March 30,
            1995, as
            amended March 30, 2005, and as amended to date:

          


          Reference
            #:  0032631-003 and
            0032631-004

          Rental
            balance payable as of
            08/31/07:    $181,020

          


          2.           Contracts
            payable to US Bancorp (f/k/a Cargill Leasing Corporation.)

          


          Reference
            #:  600007943
            (relating to US Bancorp Lease dated 5/29/98)

          Rental
            balance payable as of 08/31/07:    $205,933

          


          3.           The
            amounts payable to the Existing Lenders under the Amended and Restated
            Revolving
            Credit Agreement and Term Loan Agreement dated as of September 29, 2006,
            as
            amended to date, which will be paid in connection with the Closing.

          Principal
            amount:  $
            113,500,000

          


          
            	
                    4.

                  	
                    The
                      following amounts payable to the Existing Lenders under certain
                      letters of
                      credit issued under the  Amended and Restated Revolving Credit
                      and Term Loan Agreement dated as September 29, 2006, as amended
                      to
                      date:

                  


          

          


          Reference:
            Letter of Credit Number 68007619 (Expiry date  12/31/07)

          Balance
            payable as of 8/31/07:          $327,947


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            9.2 (Existing Liens)

          


          


          Liens
            held by the following Persons are existing on the Closing Date and shall
            be
            permitted under Section 9.2 of the Credit Agreement:

          


          1.           Bank
            of America pursuant to that certain Amended and Restated Revolving Credit
            and
            Term Loan Agreement dated as of September 29, 2006, as amended, and the
            Amended
            and Restated Security Agreement of even date therewith, as amended.

          


          2.           Wells
            Fargo Bank Northwest, N.A., as trustee, pursuant to that certain (a)
            Lease
            Agreement dated as of June 29, 2004, as supplemented, (2) Lease Agreement
            dated
            as of November 29, 2004, as supplemented, (3) Lease Agreement dated as
            of
            December 9, 2005, as supplemented, (4) Lease Agreement dated as of March
            24,
            2004, as supplemented and (5) Lease Agreement dated as of January 31,
            2007, as
            supplemented.

          


          3.           Landesbank
            Hessen – Thuringen Girozentrale pursuant to that certain (1) Container
            Management Services Agreement with IGB Container One GmbH & Co. KG dated
            August 31, 2005, as amended, and that certain Precautionary Assignment
            of Lease
            Agreements of even date therewith, as amended, (2) Container Management
            Services
            Agreement dated June 30, 2006 with IGB Container 2 GmbH & Co. KG, as amended
            to date, and that certain Precautionary Assignment of Lease Agreements
            of even
            date therewith, as amended, (3) Container Management Services Agreement
            dated
            October 27, 2006 with IGB Container 3 GmbH & Co. KG, as amended to date, and
            that certain Precautionary Assignment of Lease Agreements of even date
            therewith, as amended and (4) Container Management Services Agreement
            dated
            March 28, 2007 with IGB Container 4 GmbH & Co. KG, as amended to date, and
            that certain Precautionary Assignment of Lease Agreements of even date
            therewith, as amended.


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REVOLVING
            CREDIT AGREEMENT

          SCHEDULE
            9.3 (Existing Investments)

          


          


          NONE