0001047469-14-002932 Sample Contracts

MANAGEMENT SHAREHOLDER AGREEMENT
Management Shareholder Agreement • March 25th, 2014 • TRAC Intermodal LLC • Truck trailers • New York

This Management Shareholder Agreement, dated as of December 1, 2013 (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 VAL T. NOEL (the “Management Investor”).

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INCREMENTAL FACILITY AMENDMENT
Incremental 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”).

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