SUPPLEMENTAL INDENTURE TO INDENTURE DATED AS OF SEPTEMBER 14, 2004 BETWEEN INTERPOOL, INC. AND U.S. BANK NATIONAL ASSOCIATION
EXHIBIT 10.63
SUPPLEMENTAL INDENTURE
TO
INDENTURE DATED AS OF SEPTEMBER 14, 2004
BETWEEN INTERPOOL, INC.
AND U.S. BANK NATIONAL ASSOCIATION
SUPPLEMENTAL INDENTURE dated as of December ___, 2005 (this “Supplemental Indenture”), by and between INTERPOOL, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a nationally chartered banking association, in its capacity as Trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH:
WHEREAS, the Company and the Trustee are parties to an Indenture dated as of September 14, 2004 (the “Indenture”) under which the Company’s 6.00% Senior Notes Due 2014 (collectively, the “Notes”) are issued and outstanding;
WHEREAS, pursuant to Section 10.2 of the Indenture, the Company has received the written consent of holders of Notes representing a majority in aggregate principal amount of the outstanding Notes to make certain amendments to the Indenture, and in accordance therewith, the parties desire to amend the Indenture as herein provided; and
WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized.
NOW THEREFORE, in consideration of the premises and intending to be legally bound hereby, it is agreed, for the benefit of all holders of the Notes, as follows:
SECTION 1. AMENDMENT TO INDENTURE
Section 4.7(b) of the Indenture is hereby amended by deleting the reference to “$7.0 million” in clause (9) of such section and substituting “$13.0 million” in lieu thereof.
SECTION 2. EFFECT ON INDENTURE
(a) From and after the date hereof, each reference in the Indenture to “this Indenture”, “herein”, “hereof”, “hereunder” or words of similar import, shall mean and be a reference to the Indenture as amended hereby.
(b) Except as specifically amended above in connection herewith, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Supplemental Indenture shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the holders of the Notes or the Trustee under the Indenture or any document executed in connection therewith.
SECTION 3. GOVERNING LAW
THIS SUPPLEMENTAL INDENTURE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
SECTION 4. COUNTERPARTS
This Supplemental Indenture may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
| INTERPOOL, INC. By________________________________ Title_______________________________ |
| [Seal] Attest:__________________________________ Secretary |
| U.S. BANK NATIONAL ASSOCIATION By________________________________ Title_______________________________ |
