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 • March 18th, 2013 • TRAC Intermodal LLC • Truck trailers • New York
This Management Shareholder Agreement, dated as of June 1, 2012 (this “Agreement”), is entered into by and between 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”).
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”).
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”).
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. 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”).
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”).
