Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • New York
This REGISTRATION RIGHTS AGREEMENT dated August 9, 2012 (this “Agreement”) is entered into by and among TRAC Intermodal LLC, a Delaware limited liability company (the “Company”) and TRAC Intermodal Corp., a Delaware corporation (the “TRAC Corp.,” and, together with the Company, the “Issuers”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), a representative of the initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
TRAC INTERMODAL LLC, as Company, TRAC INTERMODAL CORP., as Co-Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent INDENTURE Dated as of August 9, 2012Indenture • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • New York
INDENTURE, dated as of August 9, 2012 (this “Indenture”), among TRAC INTERMODAL LLC, a Delaware limited liability company (the “Company”), having its principal office at 211 College Road East, Princeton, New Jersey, 08540, TRAC INTERMODAL CORP., a Delaware corporation (the “Co-Issuer,” and, together with the Company, the “Issuers”), having its principal office at 211 College Road East, Princeton, New Jersey, 08540, the Guarantors (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).
MANAGEMENT SHAREHOLDER AGREEMENTManagement Shareholder Agreement • August 10th, 2016 • TRAC Intermodal LLC • Truck trailers • New York
This Management Shareholder Agreement, dated as of June 1, 2016 (this “Agreement”), is entered into by and between Interpool, Inc., d/b/a TRAC Intermodal, a Delaware corporation (the “Company”), SCT Chassis Inc., a Marshall Islands corporation (“SCT Chassis”), and KEVIN SNYDER (the “Management Investor”).
JOINDER AGREEMENTJoinder Agreement • March 28th, 2016 • TRAC Intermodal LLC • Truck trailers • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of March 24, 2016, is entered into between TRAC Interstar LLC, a Delaware limited liability company (the “New Subsidiary”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of August 9, 2012 (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) among INTERPOOL, INC. (the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • March 25th, 2014 • TRAC Intermodal LLC • Truck trailers • New York
INCREMENTAL FACILITY AMENDMENT, dated as of June 3, 2013 (this “Incremental Facility Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), HSBC Bank USA, N.A. (“HSBC”), RBS Citizens Business Capital (“RBS”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • New York
INCREMENTAL FACILITY AMENDMENT, dated as of January 24, 2013 (this “Incremental Facility Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
LIMITED LIABILITY COMPANY AGREEMENT OF TRAC DRAYAGE LLC A Delaware Limited Liability Company Dated as of November 15, 2012Limited Liability Company Agreement • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 15, 2012 (this “Agreement”), of TRAC Drayage LLC, a Delaware limited liability company (the “Company”), by Interpool, Inc. d/b/a TRAC Intermodal, a company incorporated and existing under the laws of Delaware, as the sole member of the Company (the “Member”).
order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such...Incremental Facility Amendment • April 18th, 2014 • TRAC Intermodal LLC • Truck trailers
August 17, 2015 [Name] TRAC Intermodal Princeton, NJ 08540 Re: Transaction Bonus Dear [Name]:Transaction Bonus Agreement • March 4th, 2016 • TRAC Intermodal LLC • Truck trailers
As you know, Fortress has decided to pursue an outright sale of TRAC Intermodal (the “Company”) rather than pursuing an IPO. In recognition of your past and continuing contributions to the success of the Company, I am pleased to provide you with a transaction bonus as part of the sale process. This letter agreement (“Letter Agreement”) sets forth the mutual understanding between you and the Company regarding the payment(s) you will receive in the event that the Company closes the Transaction (defined below). Your contributions to the Company’s success are highly valued and I look forward to having you as an active member of our senior team as we continue to evolve and grow the Company in the future.
ContractThird Supplemental Indenture • March 28th, 2016 • TRAC Intermodal LLC • Truck trailers • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of March 24, 2016, among TRAC Interstar LLC (the “Guaranteeing Subsidiary”), a subsidiary of TRAC Services LLC (“TRAC Services”) and a Delaware limited liability company, TRAC Intermodal LLC, a Delaware limited liability company (the “Company”) (or its permitted successor), TRAC Intermodal Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, a national banking association, as trustee and as notes collateral agent under the Indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 15 , 2013, among TRAC Logistics LLC (“TRAC Logistics”), a subsidiary Interpool, Inc., a Delaware limited liability company, TRAC Drayage LLC (“TRAC Drayage” and, together with TRAC Logistics, the “Guaranteeing Subsidiaries”), a Delaware limited liability company and a subsidiary of TRAC Logistics, TRAC Intermodal LLC., a Delaware limited liability company (the “Company”) (or its permitted successor), TRAC Intermodal Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, a national banking association, as trustee and as notes collateral agent under the Indenture referred to below (the “Trustee”).
GENERAL RELEASE This General Release, dated as of August 26, 2013 (hereinafter referred to as the “Agreement”), confirms the following understandings and agreements by and among Interpool, Inc., d/b/a TRAC Intermodar®, a Delaware corporation (the...General Release • October 9th, 2013 • TRAC Intermodal LLC • Truck trailers • New Jersey
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • August 12th, 2015 • TRAC Intermodal LLC • Truck trailers • New York
INCREMENTAL FACILITY AMENDMENT, dated as of August 11, 2015 (this “Incremental Facility Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
AMENDMENT NO. 3Credit Agreement • August 12th, 2015 • TRAC Intermodal LLC • Truck trailers • New York
AMENDMENT NO. 3, dated as of August 11, 2015 (this “Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
CREDIT AGREEMENT dated as of August 9, 2012 among INTERPOOL, INC., as Borrower The other Loan Parties Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, DVB BANK SE, MERRILL LYNCH,...Credit Agreement • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • New York
CREDIT AGREEMENT, dated as of August 9, 2012 (as it may be amended or modified from time to time, this “Agreement”) among INTERPOOL, INC., a corporation organized under the laws of the state of Delaware (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
LIMITED LIABILITY COMPANY AGREEMENT OF TRAC LOGISTICS LLC A Delaware Limited Liability Company Dated as of March 7, 2013Limited Liability Company Agreement • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers
This amendment, dated and effective as of March 7, 2013 (this “Amendment”), to the Limited Liability Company Agreement of TRAC Drayage LLC (the “Company”), dated and effective as of November 15, 2012 (the “LLC Agreement”), by Interpool, Inc. d/b/a TRAC Intermodal, a company incorporated and existing under the laws of Delaware (“INC”), is made by and between the Company and TRAC Logistics LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).
LIMITED LIABILITY COMPANY AGREEMENT OF TRAC INTERMODAL LLC A Delaware Limited Liability Company Dated as of July 12, 2012Limited Liability Company Agreement • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of July 12, 2012 (this “Agreement”), of TRAC Intermodal LLC, a Delaware limited liability company (the “Company”), by TRAC Intermodal Holding Corp., a company incorporated and existing under the laws of Delaware, as the sole member of the Company (the “Member”).
AMENDMENT NO. 4Credit Agreement • December 16th, 2015 • TRAC Intermodal LLC • Truck trailers • New York
AMENDMENT NO. 4, dated as of December 10, 2015 (this “Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended, modified or supplemented from time to time prior to the date hereof, the “Existing Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and BANK OF AMERICA, N.A. (“Bank of America”), as successor administrative agent (as successor in interest to JPMORGAN CHASE BANK, N.A. (in such capacity, the “Resigning Administrative Agent”) and in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1Credit Agreement • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers
AMENDMENT NO. 1, dated as of December 20, 2012 (this “Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
ContractSecond Supplemental Indenture • October 23rd, 2015 • TRAC Intermodal LLC • Truck trailers • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 21, 2015, among TRAC Chassis Pool Management LLC (“TRAC Chassis”), a subsidiary of TRAC Logistics LLC (“TRAC Logistics”) and a Delaware limited liability company, TRAC Services LLC (“TRAC Services” and, together with TRAC Chassis, the “Guaranteeing Subsidiaries”), a subsidiary of TRAC Logistics and a Delaware limited liability company, TRAC Intermodal LLC, a Delaware limited liability company (the “Company”) (or its permitted successor), TRAC Intermodal Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, a national banking association, as trustee and as notes collateral agent under the Indenture referred to below (the “Trustee”).
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • December 12th, 2014 • TRAC Intermodal LLC • Truck trailers • New York
INCREMENTAL FACILITY AMENDMENT, dated as of December 10, 2014 (this “Incremental Facility Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
RESTRICTED STOCK UNIT AWARD AND MANAGEMENT SHAREHOLDER AGREEMENTRestricted Stock Unit Award and Management Shareholder Agreement • November 9th, 2016 • TRAC Intermodal LLC • Truck trailers • New York
This Restricted Stock Unit Award and Management Shareholder Agreement, dated as of October 1, 2016 (this “Agreement”), is entered into by and between Interpool, Inc., d/b/a TRAC Intermodal, a Delaware corporation (the “Company”), SCT Chassis Inc., a Marshall Islands corporation (“SCT Chassis”), and [Name] (the “Participant”).
AMENDMENT TO MANAGEMENT SHAREHOLDER AGREEMENTManagement Shareholder Agreement • March 24th, 2015 • TRAC Intermodal LLC • Truck trailers
This Amendment dated as of January 1, 2015 (the “Amendment”) to that certain Management Shareholder Agreement, dated as of June 1, 2012 (the “Agreement”), is entered into by and among Interpool, Inc., d/b/a TRAC Intermodal®, a Delaware corporation (the “Company”), Seacastle Inc., a Marshall Islands corporation (“Seacastle”), SCT Chassis Inc., a Marshall Islands corporation (“SCT Chassis”), and Christopher Annese (the “Management Investor”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement.
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • December 16th, 2015 • TRAC Intermodal LLC • Truck trailers • New York
INCREMENTAL FACILITY AMENDMENT, dated as of December 14, 2015 (this “Incremental Facility Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
AGREEMENT OF LEASE ML7 COLLEGE ROAD, LLC, a New Jersey limited liability company, as Landlord with INTERPOOL, INC. D/B/A/ TRAC Intermodal a Delaware corporation, as Tenant 750 College Road East Princeton, New Jersey 08540Lease Agreement • August 12th, 2014 • TRAC Intermodal LLC • Truck trailers • New Jersey
Tenant acknowledge that the Construction Drawings, while complete for purposes of obtaining permits and approvals and for purposes of construction, may not reflect certain work to be undertaken by Landlord as “Extras” as defined and more fully described in Section 3 of this Exhibit C. Landlord and Tenant acknowledge that the Extras shall include: (1) Tenant’s requested upgrades in materials and finishes from Landlord’s Building Standard Work described in Sub-section A of this Section 1 below; (2) additional work set forth in Tenant’s Designs and Specifications highlighted therein in yellow and referenced “HIGHLIGHT INDICATES ALTERNATE SCOPE ABOVE THE LANDLORD TURNKEY”; (3) Tenant’s telephone and data cabling and related work, (4) otherwise as set forth in this Exhibit C, and (5) additional work requested by Tenant pursuant to the procedures set forth in Section 3, Extras below.
the “First Payment Date”“), with the first payment to consist of all amounts payable to you pursuant to this Letter Agreement between the Termination Date and the First Payment Date; and (b) an amount in cash equal to the annual bonus paid to you in...Severance Agreement • August 28th, 2013 • TRAC Intermodal LLC • Truck trailers
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • November 26th, 2014 • TRAC Intermodal LLC • Truck trailers • New York
INCREMENTAL FACILITY AMENDMENT, dated as of November 25, 2014 (this “Incremental Facility Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
ContractCredit Agreement • April 18th, 2014 • TRAC Intermodal LLC • Truck trailers
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • New York
INCREMENTAL FACILITY AMENDMENT, dated as of December 20, 2012 (this “Incremental Facility Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
