CREDIT AGREEMENT Dated as of October 31, 2007 Among CLI FUNDING III LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and ING BANK N.V., as Administrative Agent and as Collateral AgentCredit Agreement • November 14th, 2007 • Seacastle Inc. • Services-equipment rental & leasing, nec
This CREDIT AGREEMENT is made as of October 31, 2007, by and among CLI FUNDING III LLC, a limited liability company organized and existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and ING BANK N.V., a Naamloze Vennootschap organized and existing under the laws of the Netherlands (together with its successors and permitted assigns, the “Administrative Agent”).
INTERPOOL, INC., as Servicer TRAC LEASE, INC., as Subservicer U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but as Indenture Trustee and INTERPOOL CHASSIS FUNDING, LLC, as issuer under the IndentureServicing Agreement • November 14th, 2007 • Seacastle Inc. • Services-equipment rental & leasing, nec • New York
This Servicing Agreement (the “Agreement”), dated as of October 22, 2007, is by and among INTERPOOL, INC., a company organized under the laws of Delaware (“Interpool”), and its permitted successors and assigns as servicer (in such capacity, the “Servicer”), TRAC LEASE, INC., a company organized under the laws of Delaware, and its permitted successors and assigns, as Subservicer (together with each other Subservicer appointed pursuant to this Agreement, each a “Subservicer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but as indenture trustee under the Indenture (the “Indenture Trustee”), and INTERPOOL CHASSIS FUNDING, LLC (the “Issuer”).
FORM OF SHAREHOLDERS AGREEMENT BY AND AMONG SEACASTLE INC. AND THE SHAREHOLDERS NAMED HEREINShareholders Agreement • November 14th, 2007 • Seacastle Inc. • Services-equipment rental & leasing, nec • Delaware
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of ____, 2007, by and among Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) L.P., Fortress Investment Fund III (Fund E) L.P., Fortress Investment Fund III (Coinvestment Fund A) LP, Fortress Investment Fund III (Coinvestment Fund B) LP, Fortress Investment Fund III (Coinvestment Fund C) LP, Fortress Investment Fund III (Coinvestment Fund D) L.P., Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D) L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., and SCT Chassis Holdings LLC (each of the foregoing being referred to herein individually as an “Initial Shareholder” and collectively as the “Initial Shareholders”), and Seacastle Inc.,
GUARANTYGuaranty • November 14th, 2007 • Seacastle Inc. • Services-equipment rental & leasing, nec • New York
GUARANTY (this “Guaranty”), dated as of October 31, 2007, is made by CONTAINER LEASING INTERNATIONAL, LLC (d/b/a Carlisle Leasing International, LLC), a limited liability company organized under the laws of the State of New York (together with its successors and assigns, the “Guarantor”).
FORM OF RESTRICTED SHARE AGREEMENT UNDER THE SEACASTLE INC. EQUITY INCENTIVE PLANRestricted Share Agreement • November 14th, 2007 • Seacastle Inc. • Services-equipment rental & leasing, nec
This Award Agreement (this “Restricted Share Agreement”), dated as of_______, _____ (the “Date of Grant”), is made by and between Seacastle Inc., a Marshall Islands corporation (the “Company”), and __________ (the “Participant”). Capitalized terms used without definition herein shall have the meaning ascribed to them in the Seacastle Inc. Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
INTERPOOL CHASSIS FUNDING, LLC as Initial Beneficiary and UTI Holder AND INTERPOOL, INC., as Settlor and Custodian AND U.S. BANK TRUST NATIONAL ASSOCIATION (as successor in interest to Wachovia Trust Company, National Association (formerly known as...Trust Agreement • November 14th, 2007 • Seacastle Inc. • Services-equipment rental & leasing, nec
WHEREAS, the Trust Agreement contemplates that, from time to time, the Delaware Trustee, on behalf of the Trust and at the direction of the Initial Beneficiary, will identify and allocate on the Trust’s books and records certain Trust Assets, whether or not then allocated to the UTI, as part of a separate new SUBI Portfolio and create and issue to a new Holder a SUBI, whose beneficiaries generally will be entitled to the beneficial ownership interest in, but only from, the related SUBI Portfolio, all as set forth in the Trust Agreement.
