CLI FUNDING LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee and Securities IntermediaryIndenture • September 12th, 2007 • Seacastle Inc. • New York
This Second Amended and Restated Indenture, dated as of August 24, 2006 (as amended or supplemented from time to time as permitted hereby, the “Indenture”), between CLI FUNDING LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the Indenture Trustee (the “Indenture Trustee”) and individually as a Securities Intermediary.
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 II, LLC, as issuer under the IndentureServicing Agreement • September 12th, 2007 • Seacastle Inc. • New York
This Servicing Agreement (the “Agreement”), dated as of July 19, 2007, is by and among INTERPOOL, INC., a company organized under the laws of Delaware, 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 pe rmitted 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 FUNDINGII, LLC (the “Issuer” ).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 12th, 2007 • Seacastle Inc. • Delaware
AGREEMENT, dated as of _________ (this “Agreement”), by and between Seacastle Inc., a Marshall Islands corporation (the “Company”), and _________________ (“Indemnitee”).
REVOLVING CREDIT AGREEMENT Dated as of August 24, 2006 by and among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC), as the Borrower DEUTSCHE BANK TRUST COMPANY AMERICAS WACHOVIA BANK, NATIONAL ASSOCIATION, as the...Revolving Credit Agreement • September 12th, 2007 • Seacastle Inc.
This REVOLVING CREDIT AGREEMENT is made as of August 24, 2006, by and among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC) (the “Borrower”), a New York limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York (“DB”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“WB” and, together with DB, the “Lenders” and each a “Lender”), DEUTSCHE BANK SECURITIES INC., a corporation organized under the laws of the State of Delaware, and WACHOVIA CAPITAL MARKETS LLC, a limited liability company organized under the laws of the State of Delaware, as the joint lead arrangers (each, a “Joint Lead Arranger” and collectively, the “Joint Lead Arrangers”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York, as admin
INTERPOOL CHASSIS FUNDING II, LLC, as Issuer and INTERPOOL, INC., as Servicer and as initial Custodian and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and CITIGROUP GLOBAL MARKETS REALTY CORP., as Administrative AgentServicing Agreement • September 12th, 2007 • Seacastle Inc. • New York
Indenture, dated as of July 19, 2007 (as amended, supplemented and otherwise modified from time to time as permitted hereby, the “Indenture”), among Interpool Chassis Funding II, LLC, a Delaware limited liability company, as issuer (and its permitted successors and assigns, the “Issuer”), Interpool, Inc., a Delaware corporation, as servicer (and its permitted successors and assigns, the “Servicer”) and initial Custodian, U.S. Bank National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”) and Citigroup Global Markets Realty Corp., a New York corporation, as administrative agent (the “Administrative Agent”).
SHAREHOLDER AGREEMENTShareholder Agreement • September 12th, 2007 • Seacastle Inc. • New York
This Shareholder Agreement (this “Agreement”) is entered into as of this 5th day of September, 2007, by and among Interpool, Inc., a Delaware corporation (the “Company”), Seacastle Inc., a Marshall Islands corporation (“Parent”), and Arthur L. Burns (“Burns”). In consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
AMENDED AND RESTATED TRUST AGREEMENT AMONG INTERPOOL, INC., AS SETTLOR, INTERPOOL CHASSIS FUNDING, LLC, AS INITIAL BENEFICIARY, AND FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS UTI TRUSTEE AND DELAWARE TRUSTEE CREATING A DELAWARE BUSINESS TRUST...Trust Agreement • September 12th, 2007 • Seacastle Inc. • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 1, 2000 and as Amended and Restated as of March 1, 2002 (as it may be further modified, supplemented or amended from time to time in accordance with its terms, this “Agreement”), between Interpool, Inc., a Delaware corporation (“Interpool”), as settlor (the “Settlor”), Interpool Chassis Funding, LLC, as initial beneficiary (the “Initial Beneficiary”) and First Union Trust Company, National Association, a national banking association, as UTI Trustee (the “UTI Trustee”) and Delaware Trustee (the “Delaware Trustee”).
INTERPOOL CHASSIS FUNDING II, LLC, as Issuer and INTERPOOL, INC., as Servicer CITIGROUP GLOBAL MARKETS REALTY CORP., as Administrative Agent and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee SERIES 2007-1 SUPPLEMENT Dated as of July 19, 2007 to...Seacastle Inc. • September 12th, 2007
SERIES 2007-1 SUPPLEMENT, dated as of July 19, 2007 (as amended, restated, supplemented and otherwise modified from time to time, the “Supplement”), among Interpool Chassis Funding II, LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), Interpool, Inc., a corporation organized under the laws of the State of Delaware (the “Servicer”), Citigroup Global Markets Realty Corp., a New York corporation , as administrative agent (the “Administrative Agent”) and U.S. Bank National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).
AMENDMENT NUMBER ONE TO THE SERVICING AGREEMENTThe Servicing Agreement • September 12th, 2007 • Seacastle Inc. • New York
This AMENDMENT NUMBER ONE TO THE SERVICING AGREEMENT, dated as of November 18, 2004 (this “Amendment”), is made by and among Interpool, Inc. (“Interpool”), as Servicer, Trac Lease, Inc. (“TLI”), as Subservicer, Interpool Chassis Funding, LLC (“ICF”), Intermodal Chassis Issuance, LLC (“ICI”), JPMorgan Chase Bank, a New York banking corporation, as ICF Indenture Trustee and ICI Indenture Trustee (the “Indenture Trustee”), and MBIA Insurance Corporation, a New York stock insurance company, as ICF Global Requisite Majority (“MBIA”).
CREDIT AGREEMENT (2007-A) by and among SEACASTLE INC., as Parent SEACASTLE OPERATING COMPANY LTD. as Borrower, CITICORP NORTH AMERICA, INC., BEAR STEARNS CORPORATE LENDING INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lenders and CITICORP NORTH...Credit Agreement • September 12th, 2007 • Seacastle Inc. • New York
THIS CREDIT AGREEMENT (2007-A), dated as of July 26, 2007, (as may be amended, supplemented or otherwise modified from time to time, the “Agreement”), made by and among, SEACASTLE INC., a corporation organized and existing under the laws of the Marshall Islands (“Parent”), SEACASTLE OPERATING COMPANY LTD., a company incorporated and existing under the laws of Bermuda (the “Borrower”), CITICORP NORTH AMERICA, INC., a national banking association, in its capacity as a Lender (“CNAI”), BEAR STEARNS CORPORATE LENDING INC., a national banking corporation, DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York, and each other financial institution party hereto (such financial institutions, and their successors and permitted assigns, a “Lender”; collectively the “Lenders”), and CITICORP NORTH AMERICA, INC., in its capacity as agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the te
MANAGEMENT SHAREHOLDER AGREEMENTManagement Shareholder Agreement • September 12th, 2007 • Seacastle Inc. • New York
This Management Shareholder Agreement (this “Agreement”) is entered into as of October 1, 2006, by and among FIF III CLI Holding Limited, a Bermuda exempted company (the “Company”), Container Leasing International, LLC, a New York limited liability company (“CLI”), and Joseph Kwok (the “Management Investor”).
GUARANTY AGREEMENTGuaranty Agreement • September 12th, 2007 • Seacastle Inc. • New York
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of July 26, 2007, is made by SEACASTLE INC., a corporation organized and existing under the laws of the Marshall Islands, SEACASTLE HOLDINGS LLC, a limited liability company organized and existing under the laws of the Marshall Islands and SCT CHASSIS INC., a corporation organized and existing under the laws of the Marshall Islands (each, a “Guarantor” and collectively, the “Guarantors”) to CITICORP NORTH AMERICA, INC., as Agent (the “Agent”) for each of the lenders from time to time party to the Credit Agreement (as defined below) (the “Lenders”, and collectively with the Agent and each other holder of an Obligation (as hereinafter defined), the “Guaranteed Parties”). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.
GUARANTYGuaranty • September 12th, 2007 • Seacastle Inc. • New York
This GUARANTY (this “Guaranty”), dated as of July 19, 2007 by INTERPOOL CONTAINERS LIMITED, a company organized and existing under the laws of Barbados (“Guarantor”) in favor of ING CAPITAL LLC (the “Lender”).
LOAN AGREEMENT DATED AS OF JULY 19, 2007 INTERPOOL, INC., as Borrower and ING CAPITAL LLC, as LenderLoan Agreement • September 12th, 2007 • Seacastle Inc. • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of July 19, 2007, between ING CAPITAL LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Lender”) and INTERPOOL, INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”):
AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED INDENTURESeacastle Inc. • September 12th, 2007 • New York
THIS AMENDMENT NUMBER 1 TO THE SECOND AMENDED AND RESTATED INDENTURE, dated as of April 26, 2007 (this “Amendment”), between CLI FUNDING LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the Indenture Trustee (together with its successors and permitted assigns, the “Indenture Trustee”) and consented to by Ambac Assurance Corporation, as the Requisite Global Majority, is to the Amended and Restated Indenture, dated as of August 24, 2006 (as amended, modified and supplemented from time to time in accordance with its terms, the “Indenture”), between the Issuer and the Indenture Trustee.
CREDIT AGREEMENT Dated as of July 19, 2007 by and among CLI FUNDING II LLC as Borrower BEAR STEARNS CORPORATE LENDING INC. CITIGROUP GLOBAL MARKETS REALTY CORP. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lenders CITIGROUP GLOBAL MARKETS REALTY CORP., as...Credit Agreement • September 12th, 2007 • Seacastle Inc.
This Credit Agreement is made as of July 19, 2007, by and among CLI FUNDING II LLC (the “Borrower”), a Delaware limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, BEAR STEARNS CORPORATE LENDING INC. (“Bear”), CITIGROUP GLOBAL MARKETS REALTY CORP., (“Citigroup”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York (“DB”; each of Bear, Citigroup and DB, a “Lender” and collectively, the “Lenders”), and CITIGROUP GLOBAL MARKETS REALTY CORP., a corporation organized under the laws of the State of New York, as Agent for itself and such other lending institutions (the “Agent”), and each of Bear, Stearns & Co. Inc. (“BSC”), Citigroup and Deutsche Bank Securities Inc. (“DBSI”), as a joint lead arranger (each, a “Joint Lead Arranger” and collectively, the “Joint Lead Arrangers”).
INTERPOOL CHASSIS FUNDING, LLC (f/k/a Interpool Funding 2000, L.L.C.), as issuer and INTERMODAL CHASSIS ISSUANCE, LLC and INTERPOOL, INC., as Servicer and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as the ICF Indenture Trustee and WACHOVIA...Icf Indenture • September 12th, 2007 • Seacastle Inc. • New York
Third Amended and Restated Indenture, dated as of June 1, 2000, amended and restated as of March 1, 2002, second amended and restated as of September 1, 2002 and third amended and restated as of September 30, 2002 (as amended, supplemented and otherwise modified from time to time as permitted hereby, the “Indenture”), among Interpool Chassis Funding, LLC (f/k/a Interpool Funding 2000, L.L.C.), a Delaware limited liability company, as issuer (and its permitted successors and assigns, “ICF”), Intermodal Chassis Issuance, LLC, a Delaware limited liability company (and its permitted successors and assigns, “ICI”) Interpool, Inc., a Delaware corporation, as servicer (and its permitted successors and assigns, the “Servicer”), JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), a New York banking corporation, as the ICF Indenture Trustee (the “ICF Indenture Trustee”) and Wachovia Securities, Inc. (f/k/a First Union Securities, Inc.), a Delaware corporation, as administrative agent (the “Adm
CLI FUNDING LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture TrusteeSeacastle Inc. • September 12th, 2007 • New York
WHEREAS, pursuant to the Second Amended and Restated Indenture, dated as of August 24, 2006 (as amended and supplemented from time to time in accordance with its terms, the “Indenture”), between the Issuer and the Indenture Trustee, the Issuer may from time to time direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a Supplement to the Indenture.
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 12th, 2007 • Seacastle Inc. • New York
THIS SECOND AMENDMENT, dated as of July 19, 2007 (the “Amendment”), is among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC) (the “Borrower”), a New York limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York (“Deutsche Bank”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Wachovia” and, together with Deutsche Bank, the “Lenders” and each a “Lender”), DEUTSCHE BANK SECURITIES INC., a corporation organized under the laws of the State of Delaware, and WACHOVIA CAPITAL MARKETS LLC, a limited liability company organized under the laws of the State of Delaware, as the joint lead arrangers (each, a “Joint Lead Arranger” and collectively, the “Joint Lead Arrangers”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the St
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated July 19, 2007, by and among INTERPOOL, INC., and TRAC LEASE, INC., as the Borrowers, the Lenders referred to herein, and NATIONAL CITY BANK, as AgentCredit and Security Agreement • September 12th, 2007 • Seacastle Inc. • New York
This SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated July 19, 2007, by and among INTERPOOL, INC., a Delaware corporation (“Interpool”), and TRAC LEASE, INC., a Delaware corporation (“Trac”, and together with Interpool, each individually a “Borrower” and individually and collectively the “Borrowers”), the Lenders who are or may become a party to this Agreement and are listed on Schedule 1 hereto, and NATIONAL CITY BANK, a national banking association, as administrative and collateral agent for the Lenders.
INTERMODAL CHASSIS ISSUANCE, LLC, as issuer and INTERPOOL, INC., as Servicer and JPMORGAN CHASE BANK, as ICI Indenture Trustee and WACHOVIA SECURITIES, INC. (f/k/a First Union Securities, Inc.), as Administrative Agent AMENDED AND RESTATED ICI...Ici Indenture • September 12th, 2007 • Seacastle Inc. • New York
This Amended and Restated Indenture, dated as of September 1, 2002 and amended and restated as of September 30, 2002 (as amended, supplemented and otherwise modified from time to time as permitted hereby, the “Indenture”), among Intermodal Chassis Issuance, LLC, a Delaware limited liability company, as issuer (and its permitted successors and assigns, “ICI”), Interpool, Inc., a Delaware corporation, as servicer (and its permitted successors and assigns, the “Servicer”), JPMorgan Chase Bank, a New York banking corporation, as ICI Indenture Trustee (the “ICI Indenture Trustee”) and Wachovia Securities, Inc. (f/k/a First Union Securities, Inc.), a Delaware corporation, as administrative agent (the “Administrative Agent”).
CLI FUNDING LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee and Securities IntermediarySeacastle Inc. • September 12th, 2007 • New York
This SERIES 2006-2 SUPPLEMENT, dated as of August 24, 2006 (this “Supplement”), is between CLI Funding LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”) and U.S. Bank National Association, a national banking association, as indenture trustee (the “Indenture Trustee”) and individually as a Securities Intermediary.
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 12th, 2007 • Seacastle Inc. • New York
THIS FIRST AMENDMENT, dated as of April 26, 2007 (the “Amendment”), is among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC) (the “Borrower”), a New York limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York (“Deutsche Bank”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Wachovia” and, together with Deutsche Bank, the “Lenders” and each a “Lender”), DEUTSCHE BANK SECURITIES INC., a corporation organized under the laws of the State of Delaware, and WACHOVIA CAPITAL MARKETS LLC, a limited liability company organized under the laws of the State of Delaware, as the joint lead arrangers (each, a “Joint Lead Arranger” and collectively, the “Joint Lead Arrangers”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the St
Date August 3, 2007 SCT CONTAINERS INC. as Borrower -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 as Swap Banks -and- HSH NORDBANK AS as Agent and as Security...Loan Agreement • September 12th, 2007 • Seacastle Inc.
MANAGEMENT SHAREHOLDER AGREEMENTManagement Shareholder Agreement • September 12th, 2007 • Seacastle Inc. • Marshall Islands
This Management Shareholder Agreement (this “Agreement”) is entered into as of August 1, 2007, by and between Seacastle Inc., a Marshall Islands corporation (the “Company”), and Stephen N. Gray (the “Management Investor”).
GUARANTYGuaranty • September 12th, 2007 • Seacastle Inc. • New York
GUARANTY, dated as of August 24, 2006, by EACH GUARANTOR (each, a “Guarantor”) signatory hereto or signatory to a joinder agreement in the form of Appendix I hereto (a “Joinder Agreement”) in favor of (i) DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York, as administrative agent (hereinafter, in such capacity, the “Agent”) for itself and the other banking institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to a Revolving Credit Agreement dated as of August 24, 2006 (as amended and in effect from time to time, the “Credit Agreement”), among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC), a New York limited liability company (the “Company”), DEUTSCHE BANK SECURITIES INC. and WACHOVIA CAPITAL MARKETS, LLC, as the Joint Lead Arrangers, DEUTSCHE BANK TRUST COMPANY AMERICAS and WACHOVIA BANK, NATIONAL ASSOCIATION as Lenders, and the Agent, and (ii) each of the Len
INTERPOOL, INC., as SERVICER TRAC LEASE, INC., as SUBSERVICER JPMORGAN CHASE BANK, not in its individual capacity, but as, ICF Indenture Trustee, each Lessor Indenture Trustee for which the related Lessor has become a party hereto INTERMODAL CHASSIS...Servicing Agreement • September 12th, 2007 • Seacastle Inc. • New York
ALL RIGHTS, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT ON THE PART OF INTERPOOL CHASSIS FUNDING, LLC (f/k/a INTERPOOL FUNDING 2000, L.L.C.) EACH LESSOR AND ICI HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE RELATED INDENTURE TRUSTEE, UNDER THE RELATED INDENTURE AND THE RIGHTS OF THE ICF NOTEHOLDERS AND THE HOLDERS OF THE LESSOR NOTES UNDER THEIR RESPECTIVE INDENTURES HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE ICI INDENTURE TRUSTEE.
MANAGEMENT SHAREHOLDER AGREEMENTManagement Shareholder Agreement • September 12th, 2007 • Seacastle Inc. • New York
This Management Shareholder Agreement (this “Agreement”) is entered into as of October 1, 2006, by and between Seacastle Inc., a Marshall Islands corporation (the “Company”), and Joseph Kwok (the “Management Investor”).
