FORM OF SHAREHOLDERS AGREEMENT BY AND AMONG SEACASTLE INC. AND THE SHAREHOLDERS NAMED HEREIN Dated as of , 2008Shareholders Agreement • January 14th, 2008 • Seacastle Inc. • Services-equipment rental & leasing, nec • Delaware
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of , 2008, 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., a M
INTERPOOL CHASSIS FUNDING, LLC, as Issuer and INTERPOOL, INC., as Servicer and as initial Custodian and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and CITIBANK, N.A., as Administrative Agent INDENTURE Dated as of October 22, 2007Servicing Agreement • January 14th, 2008 • Seacastle Inc. • Services-equipment rental & leasing, nec • New York
Indenture, dated as of October 22, 2007 (as amended, supplemented and otherwise modified from time to time as permitted hereby, the “Indenture”), among Interpool Chassis Funding, 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 Citibank. N.A., a New York corporation, as administrative agent (the “Administrative Agent”).
AMENDMENT TO SHAREHOLDER AGREEMENTShareholder Agreement • January 14th, 2008 • Seacastle Inc. • Services-equipment rental & leasing, nec
Interpool, Inc., a Delaware corporation (the “Company”), Seacastle Inc., a Marshall Islands corporation (“Parent”), and Arthur L. Burns (“Burns”) having entered into a Shareholder Agreement as of September 5, 2007 (the “Shareholder Agreement”), they now enter into this Amendment to the Shareholder Agreement (the “Amendment”) as of this 28 day of December 2007.
SEACASTLE INC.Seacastle • January 14th, 2008 • Seacastle Inc. • Services-equipment rental & leasing, nec
Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, New York 10080
Dated 21 December 2007 SCT HOLDINGS INC. as Guarantor and UNITED OVERSEAS BANK LIMITED as Security Trustee GUARANTEE relating to a Loan Agreement dated 21 December 2007 and the Master Agreements referred to hereinGuarantee • January 14th, 2008 • Seacastle Inc. • Services-equipment rental & leasing, nec
INTERPOOL CHASSIS FUNDING, LLC, as Issuer and INTERPOOL, INC., as Servicer CITIBANK, N.A., as Administrative Agent and U.S. BANK NATIONAL ASSOCIATION, as Indenture TrusteeSeacastle Inc. • January 14th, 2008 • Services-equipment rental & leasing, nec
SERIES 2007-1 SUPPLEMENT, dated as of October 22, 2007 (as amended, restated, supplemented and otherwise modified from time to time, the “Supplement”), among Interpool Chassis Funding, 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”), Citibank, N.A., 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”).
Seacastle Inc. [__] Shares 1 Common Stock ($0.01 par value) Underwriting AgreementSeacastle • January 14th, 2008 • Seacastle Inc. • Services-equipment rental & leasing, nec • New York
Seacastle Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the conte
Dated 21 December 2007 SCT CONTAINERS III PTE. LTD. 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 – UNITED OVERSEAS BANK LIMITED...Loan Agreement • January 14th, 2008 • Seacastle Inc. • Services-equipment rental & leasing, nec
