Amended and Restated Revolving Credit and Term Loan Agreement



 Exhibit 10.1 
 Published CUSIP Number: [            ] 
 AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN 
 AGREEMENT 
 Dated as of September 29, 2006 
 by and
among 
 CONTAINER APPLICATIONS INTERNATIONAL, INC. 
 (the “Borrower”) 
 THE LENDERS LISTED ON SCHEDULE 1 HERETO 
 and 
 BANK OF AMERICA, N.A. 

as Administrative Agent (the “Administrative Agent”) 
 with 
 BANC OF AMERICA SECURITIES LLC, 
 acting as Lead Arranger and Book Manager (the “Arranger”) 
 and 
 LASALLE BANK NATIONAL ASSOCIATION 
 as Syndication Agent (the “Syndication Agent”) 
 and 
 UNION BANK OF CALIFORNIA, N.A. 
 as Documentation Agent (the
“Documentation Agent”) 







 TABLE OF CONTENTS 
  


									
	 	  	 	  	 	  	 	  	Page
	1.	  	DEFINITIONS AND RULES OF INTERPRETATION	  	1
				
		  	1.1.	  	Definitions	  	1
			
	2.	  	THE SENIOR CREDIT FACILITY	  	34
				
		  	2.1.	  	Commitment to Lend	  	34
		  		  	2.1.1.	  	Revolving Credit Loans	  	34
		  		  	2.1.2.	  	The Term Loan	  	35
		  	2.2.	  	Commitment Fee	  	35
		  	2.3.	  	Reduction of Total Commitment	  	36
		  	2.4.	  	Evidence of Debt	  	36
		  	2.5.	  	Interest	  	37
		  	2.6.	  	Requests for Revolving Credit Loans	  	38
		  	2.7.	  	Conversion Options	  	38
		  		  	2.7.1.	  	Conversion to Different Type of Loan	  	38
		  		  	2.7.2.	  	Continuation of Type of Loan	  	39
		  		  	2.7.3.	  	Eurodollar Rate Loans	  	39
		  	2.8.	  	Funds for Revolving Credit Loans	  	39
		  		  	2.8.1.	  	Funding Procedures	  	39
		  		  	2.8.2.	  	Advances by Administrative Agent	  	40
		  		  	2.8.3.	  	Obligations of Lenders Several	  	41
		  	2.9.	  	Change in Borrowing Base	  	41
		  	2.10.	  	Swing Line Loans	  	41
		  		  	2.10.1.	  	The Swing Line	  	41
		  		  	2.10.2.	  	Borrowing Procedure	  	42
		  		  	2.10.3.	  	Refinancing of Swing Line Loans	  	43
		  		  	2.10.4.	  	Repayment of Participations	  	44
		  		  	2.10.5.	  	Interest for Account of Swing Line Lender	  	44
		  		  	2.10.6.	  	Payments Directly to Swing Line Lender	  	45
		  	2.11.	  	Increase in the Total Commitment	  	45
		  		  	2.11.1.	  	Requests for Increase	  	45
		  		  	2.11.2.	  	Lender Election to Increase	  	45
		  		  	2.11.3.	  	Notification by Administrative Agent; Additional Lenders	  	45
		  		  	2.11.4.	  	Effective Date and Allocations	  	45
		  		  	2.11.5.	  	Conditions to Effectiveness of Increase	  	46
		  		  	2.11.6.	  	Conflicting Provisions	  	
			
	3.	  	REPAYMENT OF THE LOANS	  	46
					
		  		  	3.1.	  	Maturity	  	46

  

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 TABLE OF CONTENTS 
 (continued) 
  

									
	 	  	 	  	 	  	Page
		  	3.2.	  	Mandatory Repayments of Revolving Credit Loans and the Term Loan	  	46
		  	3.3.	  	Optional Repayments of Revolving Credit Loans and Swing Line Loans	  	47
		  	3.4.	  	Repayment of the Term Loan	  	48
			
	4.	  	LETTERS OF CREDIT	  	48
				
		  	4.1.	  	Letter of Credit Commitments	  	48
		  		  	4.1.1.	  	Commitment to Issue Letters of Credit	  	48
		  		  	4.1.2.	  	Procedures for the Issuance and Amendment of Letters of Credit	  	50
		  		  	4.1.3.	  	Applicability of the ISP and Uniform Customs	  	51
		  		  	4.1.4.	  	Reimbursement Obligations of Lenders	  	51
		  		  	4.1.5.	  	Participations of Lenders	  	52
		  		  	4.1.6.	  	Auto-Extension Letters of Credit	  	52
		  	4.2.	  	Reimbursement Obligation of the Borrower	  	52
		  	4.3.	  	Letter of Credit Payments	  	53
		  	4.4.	  	Obligations Absolute	  	55
		  	4.5.	  	Role of Issuer	  	56
		  	4.6.	  	Letter of Credit Fees	  	56
		  	4.7.	  	Cash Collateral	  	57
		  	4.8.	  	Conflict with Issuer Documents	  	57
			
	5.	  	CERTAIN GENERAL PROVISIONS	  	57
				
		  	5.1.	  	Fees	  	57
		  	5.2.	  	Funds for Payments	  	57
		  		  	5.2.1.	  	Payments to Administrative Agent	  	57
		  		  	5.2.2.	  	No Offset, etc	  	58
		  		  	5.2.3.	  	Non-U.S. Lenders	  	58
		  	5.3.	  	Computations	  	59
		  	5.4.	  	Inability to Determine Eurodollar Rate	  	60
		  	5.5.	  	Illegality	  	60
		  	5.6.	  	Additional Costs, etc	  	61
		  	5.7.	  	Capital Adequacy	  	62
		  	5.8.	  	Certificate	  	63
		  	5.9.	  	Indemnity	  	63
		  	5.10.	  	Interest After Default	  	63
		  		  	5.10.1.	  	Overdue Amounts	  	63
		  		  	5.10.2.	  	Amounts Not Overdue	  	63

  

 ii 








 TABLE OF CONTENTS 
 (continued) 
  

									
	 	  	 	  	 	  	Page
	6.	  	COLLATERAL SECURITY AND GUARANTIES	  	63
				
		  	6.1.	  	Security of Borrower	  	63
		  	6.2.	  	Guaranties of Subsidiaries	  	64
		  	6.3.	  	Release of Collateral	  	64
			
	7.	  	REPRESENTATIONS AND WARRANTIES	  	64
				
		  	7.1.	  	Corporate Authority	  	64
		  		  	7.1.1.	  	Incorporation; Good Standing	  	64
		  		  	7.1.2.	  	Authorization	  	64
		  		  	7.1.3.	  	Enforceability	  	65
		  	7.2.	  	Governmental or Third Party Approvals	  	65
		  	7.3.	  	Title to Properties; Leases	  	65
		  	7.4.	  	Financial Statements and Projections	  	65
		  		  	7.4.1.	  	Fiscal Year	  	65
		  		  	7.4.2.	  	Financial Statements	  	65
		  		  	7.4.3.	  	Projections	  	66
		  	7.5.	  	No Material Adverse Changes, etc	  	66
		  	7.6.	  	Franchises, Patents, Copyrights, etc	  	66
		  	7.7.	  	Litigation	  	66
		  	7.8.	  	No Materially Adverse Contracts, etc	  	67
		  	7.9.	  	Compliance with Other Instruments, Laws, etc	  	67
		  	7.10.	  	Tax Status	  	67
		  	7.11.	  	No Event of Default	  	67
		  	7.12.	  	Holding Company and Investment Company Acts	  	67
		  	7.13.	  	Absence of Financing Statements, etc	  	67
		  	7.14.	  	Perfection of Security Interest	  	68
		  	7.15.	  	Certain Transactions	  	68
		  	7.16.	  	Employee Benefit Plans	  	68
		  		  	7.16.1.	  	In General	  	68
		  		  	7.16.2.	  	Terminability of Welfare Plans	  	68
		  		  	7.16.3.	  	Guaranteed Pension Plans	  	69
		  		  	7.16.4.	  	Multiemployer Plans	  	69
		  	7.17.	  	Use of Proceeds	  	69
		  		  	7.17.1.	  	General	  	69
		  		  	7.17.2.	  	Regulations U and X	  	69
		  	7.18.	  	Environmental Compliance	  	70
		  	7.19.	  	Subsidiaries, etc	  	71
		  	7.20.	  	Bank Accounts	  	71
		  	7.21.	  	Disclosure	  	71
		  	7.22.	  	Status of Obligations as Senior Debt	  	72

  

 iii 








 TABLE OF CONTENTS 
 (continued) 
  

									
	 	  	 	  	 	  	Page
		  	7.23.	  	Solvency	  	72
		  	7.24.	  	Insurance	  	72
		  	7.25.	  	Foreign Assets Control Regulations, Etc	  	72
			
	8.	  	AFFIRMATIVE COVENANTS	  	73
				
		  	8.1.	  	Punctual Payment	  	73
		  	8.2.	  	Maintenance of Office	  	73
		  	8.3.	  	Records and Accounts	  	73
		  	8.4.	  	Financial Statements, Certificates and Information	  	74
		  	8.5.	  	Notices	  	76
		  		  	8.5.1.	  	Defaults	  	76
		  		  	8.5.2.	  	Environmental Events	  	77
		  		  	8.5.3.	  	Notification of Claim against Collateral	  	77
		  		  	8.5.4.	  	Notice of Litigation and Judgments	  	77
		  		  	8.5.5.	  	Notice of ERISA Event	  	77
		  		  	8.5.6.	  	Notice of Change in Accounting or Financial Reporting Practices	  	78
		  	8.6.	  	Legal Existence; Maintenance of Properties	  	78
		  	8.7.	  	Insurance	  	78
		  	8.8.	  	Taxes	  	78
		  	8.9.	  	Inspection of Properties and Books, etc	  	79
		  		  	8.9.1.	  	General	  	79
		  		  	8.9.2.	  	Collateral Reports	  	79
		  		  	8.9.3.	  	Appraisals	  	79
		  		  	8.9.4.	  	Environmental Assessments	  	80
		  		  	8.9.5.	  	Communications with Accountants	  	80
		  	8.10.	  	Compliance with Laws, Contracts, Licenses, and Permits	  	80
		  	8.11.	  	Employee Benefit Plans	  	81
		  	8.12.	  	Use of Proceeds	  	81
		  	8.13.	  	Bank Accounts	  	81
		  	8.14.	  	Additional Mortgaged Property	  	81
		  	8.15.	  	Interests in Intellectual Property	  	82
		  	8.16.	  	New Guarantors	  	82
		  	8.17.	  	Collateral Security of Guarantors	  	83
		  	8.18.	  	Further Assurances	  	83
			
	9.	  	CERTAIN NEGATIVE COVENANTS	  	83
				
		  	9.1.	  	Restrictions on Indebtedness	  	83
		  	9.2.	  	Restrictions on Liens	  	85
		  		  	9.2.1.	  	Permitted Liens	  	85

  

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 TABLE OF CONTENTS 
 (continued) 
  

									
	 	  	 	  	 	  	Page
		  	9.3.	  	Restrictions on Investments	  	87
		  	9.4.	  	Restricted Payments	  	88
		  	9.5.	  	Merger, Acquisitions and Consolidation; Disposition of Assets	  	88
		  		  	9.5.1.	  	Mergers and Acquisitions	  	88
		  		  	9.5.2.	  	Disposition of Assets	  	89
		  	9.6.	  	Sale and Leaseback	  	89
		  	9.7.	  	Compliance with Environmental Laws	  	89
		  	9.8.	  	Subordinated Debt	  	89
		  	9.9.	  	Employee Benefit Plans	  	90
		  	9.10.	  	Business Activities	  	91
		  	9.11.	  	Fiscal Year	  	91
		  	9.12.	  	Transactions with Affiliates	  	91
		  	9.13.	  	Bank Accounts	  	91
		  	9.14.	  	Capital Stock	  	91
		  	9.15.	  	Creation of Subsidiaries	  	91
			
	10.	  	FINANCIAL COVENANTS	  	92
				
		  	10.1.	  	Maximum Total Leverage Ratio	  	92
		  	10.2.	  	Maximum Senior Leverage Ratio	  	92
		  	10.3.	  	Minimum Fixed Charge Coverage Ratio	  	93
		  	10.4.	  	Capital Expenditures	  	
			
	11.	  	CLOSING CONDITIONS	  	93
				
		  	11.1.	  	Loan Documents etc	  	93
		  		  	11.1.1.	  	Loan Documents	  	93
		  		  	11.1.2.	  	Subordination Documents	  	93
		  	11.2.	  	Certified Copies of Governing Documents	  	93
		  	11.3.	  	Corporate or Other Action	  	94
		  	11.4.	  	Incumbency Certificate	  	94
		  	11.5.	  	Validity of Liens	  	94
		  	11.6.	  	Asset List; Perfection Certificates and UCC Search Results	  	94
		  	11.7.	  	Certificates of Insurance	  	94
		  	11.8.	  	Borrowing Base Report	  	95
		  	11.9.	  	Financial Condition	  	95
		  	11.10.	  	Opinion of Counsel	  	95
		  	11.11.	  	Payment of Fees	  	95
		  	11.12.	  	Payoff Letter	  	95
		  	11.13.	  	Commercial Finance Exam, etc	  	95

  

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 TABLE OF CONTENTS 
 (continued) 
  

									
	 	  	 	  	 	  	Page
	12.	  	CONDITIONS TO ALL BORROWINGS	  	91
				
		  	12.1.	  	Representations True; No Event of Default	  	91
		  	12.2.	  	No Legal Impediment	  	92
		  	12.3.	  	Governmental Regulation	  	92
		  	12.4.	  	Proceedings and Documents	  	92
		  	12.5.	  	Borrowing Base Report	  	92
			
	13.	  	EVENTS OF DEFAULT; ACCELERATION; ETC	  	92
				
		  	13.1.	  	Events of Default and Acceleration	  	92
		  	13.2.	  	Termination of Commitments	  	96
		  	13.3.	  	Remedies	  	96
		  	13.4.	  	Distribution of Collateral Proceeds	  	97
			
	14.	  	THE ADMINISTRATIVE AGENT	  	98
				
		  	14.1.	  	Authorization	  	98
		  	14.2.	  	Employees and Administrative Agents	  	99
		  	14.3.	  	No Liability	  	99
		  	14.4.	  	No Representations	  	100
		  		  	14.4.1.	  	General	  	100
		  		  	14.4.2.	  	Non-Reliance on Administrative Agent and Other Lenders	  	101
		  	14.5.	  	Payments	  	101
		  		  	14.5.1.	  	Payments to Administrative Agent	  	101
		  		  	14.5.2.	  	Distribution by Administrative Agent	  	102
		  		  	14.5.3.	  	Delinquent Lenders	  	102
		  		  	14.5.4.	  	Replacement of Lender	  	102
		  	14.6.	  	Holders of Revolving Credit Notes	  	103
		  	14.7.	  	Indemnity	  	103
		  	14.8.	  	Administrative Agent as Lender, etc	  	104
		  	14.9.	  	Resignation	  	104
		  	14.10.	  	Notification of Defaults and Events of Default	  	105
		  	14.11.	  	Duties in the Case of Enforcement	  	105
		  	14.12.	  	Administrative Agent May File Proofs of Claim	  	106
		  	14.13.	  	Collateral and Guaranty Matters	  	106
			
	15.	  	ASSIGNMENT AND PARTICIPATION	  	107
				
		  	15.1.	  	Conditions to Assignment	  	107
		  		  	15.1.1.	  	Successors and Assignment Generally	  	107
		  		  	15.1.2.	  	Assignments by Lenders	  	107

  

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 TABLE OF CONTENTS 
 (continued) 
  

									
	 	  	 	  	 	  	Page
		  		  	15.1.3.	  	Register	  	109
		  		  	15.1.4.	  	Participations	  	109
		  		  	15.1.5.	  	Certain Pledges	  	110
		  		  	15.1.6.	  	Electronic Execution of Assignments	  	110
		  		  	15.1.7.	  	Resignation as L/C Issuer and Swing Line Lender after Assignment	  	110
			
	16.	  	PROVISIONS OF GENERAL APPLICATIONS	  	111
				
		  	16.1.	  	Setoff	  	111
		  	16.2.	  	Expenses	  	112
		  	16.3.	  	Indemnification	  	112
		  	16.4.	  	Treatment of Certain Confidential Information	  	114
		  		  	16.4.1.	  	Confidentiality	  	114
		  	16.5.	  	Survival of Covenants, Etc	  	115
		  	16.6.	  	Notices	  	115
		  		  	16.6.1.	  	Notices Generally	  	115
		  		  	16.6.2.	  	Electronic Communications	  	116
		  		  	16.6.3.	  	The Platform	  	116
		  		  	16.6.4.	  	Changes of Address	  	117
		  		  	16.6.5.	  	Reliance by Administrative Agent and the Lenders	  	117
		  	16.7.	  	Governing Law	  	118
		  	16.8.	  	Headings	  	118
		  	16.9.	  	Counterparts	  	118
		  	16.10.	  	Entire Agreement, Etc	  	118
		  	16.11.	  	Waiver of Jury Trial	  	118
		  	16.12.	  	Consents, Amendments, Waivers, Etc	  	119
		  	16.13.	  	Severability	  	121
		  	16.14.	  	USA PATRIOT Act Notice	  	121
			
	17.	  	ACKNOWLEDGEMENT	  	121

 Exhibits 
  

			
	Exhibit A	  	 Form of Borrowing Base Report

	Exhibit B-1	  	 Form of Revolving Credit Note

	Exhibit B-2	  	 Form of Term Loan Note

	Exhibit C	  	 Form of Loan Request

	Exhibit D	  	 Form of Compliance Certificate

	Exhibit E	  	 Assignment and Assumption

	Exhibit F	  	 Swing Line Loan Notice


  

 vii 








 Schedules 
  

			
	Schedule 1	  	Lenders and Commitments
	Schedule 1.1	  	Existing Letters of Credit
	Schedule 7.3	  	Title to Properties; Leases
	Schedule 7.7	  	Litigation
	Schedule 7.15	  	Certain Transactions
	Schedule 7.18	  	Environmental Compliance
	Schedule 7.19(a)	  	Subsidiaries
	Schedule 7.19(b)	  	Joint Ventures
	Schedule 7.20	  	Bank Accounts
	Schedule 7.24	  	Insurance
	Schedule 9.1	  	Existing Indebtedness
	Schedule 9.2	  	Existing Liens
	Schedule 9.3	  	Existing Investments
	Schedule 16.6.1	  	Certain Addresses for Notices

 [Schedules omitted from this copy] 
  

 viii 








 AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT 
 This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of September 29, 2006, by and among CONTAINER APPLICATIONS
INTERNATIONAL, INC. (the “Borrower”), a Nevada corporation having its principal place of business at One Embarcadero Center Suite 2101, San Francisco, California 94111, the lending institutions from time to time listed on
Schedule 1 hereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”), LASALLE BANK NATIONAL
ASSOCIATION as syndication agent for itself and the other Lenders (in such capacity, the “Syndication Agent”), and UNION BANK OF CALIFORNIA, N.A. , as documentation agent for itself and the other Lenders (in such
capacity, the “Documentation Agent”), with BANC OF AMERICA SECURITIES LLC acting as lead arranger and book manager. 
 1. DEFINITIONS AND RULES OF INTERPRETATION. 
 1.1. Definitions. The following terms shall have the
meanings set forth in this §1 or elsewhere in the provisions of this Credit Agreement referred to below: 
 Accounts Receivable.
All rights of the Borrower or any of its Subsidiaries to payment for goods sold, leased or otherwise marketed in the ordinary course of business and all rights of the Borrower or any of its Subsidiaries to payment for services rendered in the
ordinary course of business and all sums of money or other proceeds due thereon pursuant to transactions with account debtors, except for that portion of the sum of money or other proceeds due thereon that relate to sales, use or property taxes in
conjunction with such transactions, recorded on books of account in accordance with GAAP. 
 Adjustment Date. The first day of the
month immediately following the month in which a Compliance Certificate is to be delivered by the Borrower pursuant to §8.4(d). 
 Administrative Agent’s Office. The Administrative Agent’s office located at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as the Administrative Agent may designate from time to time. 

Administrative Agent. Bank of America, N.A., acting as administrative agent for the Lenders, and each other Person appointed as the successor
Administrative Agent in accordance with §14.9. 







 Administrative Agent’s Special Counsel. Bingham McCutchen LLP or such other counsel as may be
approved by the Administrative Agent. 
 Administrative Questionnaire. An Administrative Questionnaire in a form supplied by the
Administrative Agent. 
 Affiliate. With respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 Agent Parties. See §16.6.3.

 Applicable Margin. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date
(each a “Rate Adjustment Period”), the Applicable Margin shall be the applicable margin set forth below with respect to the Total Leverage Ratio, as determined for the Reference Period of the Borrower and its Subsidiaries ending on
the fiscal quarter ended immediately prior to the applicable Rate Adjustment Period. 
  

															
	 Level
	  	 Total Leverage Ratio
	  	Base
Rate
Loans	 	 	Eurodollar
Rate Loans	 	 	 Letter of
 Credit
 Fees
	 	 	Commitment
Fee	 
	 I
	  	Greater than or equal to 4.00:1.00	  	0.50	%	 	2.25	%	 	2.25	%	 	0.450	%
	 II
	  	Less than 4.00:1.00 but greater than or equal to 3.25:1.00	  	0.25	%	 	2.00	%	 	2.00	%	 	0.400	%
	 III
	  	Less than 3.25:1.00 but greater than or equal to 2.50:1.00	  	0.00	%	 	1.75	%	 	1.75	%	 	0.350	%
	 IV
	  	Less than 2.50:1.00 but greater than or equal to 1.75:1.00	  	0.00	%	 	1.50	%	 	1.50	%	 	0.300	%
	 V
	  	Less than 1.75:1.00	  	0.00	%	 	1.25	%	 	1.25	%	 	0.250	%

 Notwithstanding the foregoing, (a) for the Loans outstanding and the Letter of Credit Fees
and the Commitment Fee payable during the period commencing on the Closing Date through the date immediately preceding the Adjustment Date with respect 
  

 -2- 








 to the receipt of a Compliance Certificate for the period ending December 31, 2006, the Applicable Margin shall be
no lower than the Applicable Margin set forth in Level II above, and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to §8.4(d) hereof, then for the period commencing on the next Adjustment Date to occur (or was to
have occurred) subsequent to such failure through the date immediately following the date on which such Compliance Certificate is actually delivered, the Applicable Margin shall be the highest Applicable Margin set forth above (i.e., Level I above).

 Notwithstanding the foregoing to the contrary, in the event either the Borrower or the Administrative Agent determines, in good faith,
that the calculation of the Total Leverage Ratio on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it would have been, (i) the
Borrower shall promptly (but in any event within ten (10) Business Days) deliver (after the Borrower discovers such inaccuracy or the Borrower is notified by the Administrative Agent of such inaccuracy, as the case may be) to the Administrative
Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrower or such notice, as the case may
be, and the Applicable Margin was lower than it should have been, then Pricing Level I shall apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial
statements, thereafter the corrected Pricing Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrower of the amount of interest that would have been due in respect of outstanding Obligations, if
any, during such period had the Applicable Margin been calculated based on the correct Total Leverage Ratio (or, to the extent applicable, the Level I Applicable Margin if such corrected financial statements were not delivered as provided herein)
and (iii) the Borrower shall promptly pay to the Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of such period. The foregoing notwithstanding shall in no way limit the rights of the
Administrative Agent or the Lenders to exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein. 
 Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) then applicable to the Borrower or any of its
Subsidiaries. 
 Approved Fund. Any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 Arranger. Banc of America Securities LLC, in
its capacity as lead arranger and book manager. 
  

 -3- 








 Assignee Group. Two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor. 
 Assignment and Assumption. An assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by §15.1.1, and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

 Auto-Extension Letter of Credit. See §4.1.6. 
 Balance Sheet Date. December 31, 2005. 
 Bank of America. Bank of America, N.A., in its
individual capacity. 
 Base Rate. For any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate
plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”. The “prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate
announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 
 Base Rate Loans. Revolving Credit Loans or the Term Loan (or any portion thereof) bearing interest calculated by reference to the Base Rate. 
 Borrower. As defined in the preamble hereto. 
 Borrower Materials. See §8.4. 

Borrowing Base. At the relevant time of reference thereto, an amount determined by the Administrative Agent by reference to the most recent
Borrowing Base Report delivered to the Lenders pursuant to §8.4(f) which is equal to the sum of: 
 (a) 85.00% of the Net
Book Value of Eligible Containers; plus 
  

 -4- 








 (b) 75.00% of Eligible Container Receivables, provided that the amount included in
the Borrowing Base pursuant to this clause (b) shall not exceed $20,000,000; plus 
 (c) 90.00% of the Net Present
Value of Direct Finance Lease Receivables (other than Direct Finance Lease Receivables arising from Eligible Containers which are included in clause (a) of this definition). 
 Borrowing Base Report. A Borrowing Base Report signed by the chief financial officer of the Borrower and in substantially the form of
Exhibit A hereto. 
 Business Day. Any day on which banking institutions in Boston, Massachusetts and San Francisco,
California, are open for the transaction of banking business and, in the case of Eurodollar Rate Loans, also a day which is a Eurodollar Business Day. 
 Capital Assets. Fixed assets, both tangible (such as land, buildings, fixtures, machinery and equipment) and intangible (such as patents, copyrights, trademarks, franchises and good will); provided that
Capital Assets shall not include any item customarily charged directly to expense or depreciated over a useful life of twelve (12) months or less in accordance with GAAP. 
 Capital Expenditures. Amounts paid or Indebtedness incurred by the Borrower or any of its Subsidiaries in connection with (i) the purchase or
lease by the Borrower or any of its Subsidiaries of Capital Assets that would be required to be capitalized and shown on the balance sheet of such Person in accordance with GAAP or (ii) the lease of any assets by the Borrower or any of its
Subsidiaries as lessee under any Synthetic Lease to the extent that such assets would have been Capital Assets had the Synthetic Lease been treated for accounting purposes as a Capitalized Lease. 
 Capitalized Leases. Leases under which the Borrower or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP. 
 Capital
Stock. Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights
or options to purchase any of the foregoing. 
 Cash Collateral. See §4.7. 
  

 -5- 








 Cash Management Agreement. Any agreement to provide cash management services, including treasury,
depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. 
 CERCLA. See
§7.18(a). 
 Change of Control. Means an event or series of events by which: 
 (a) at any time prior to the creation of a Public Market, the Equity Investors shall cease to own and control legally and beneficially
(free and clear of all Liens), either directly or indirectly, equity securities in the Borrower representing at least fifty-one percent (51%) of the combined voting power of all equity securities entitled to vote for members of the board of
directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that Equity Investors have the right to acquire pursuant to any option right (as defined in clause (b) below))
provided, that the issuance of equity securities to Interpool upon the conversion of the Interpool Convertible Subordinated Debt shall not result in a Change of Control within the meaning of this clause (a); 
 (b) at any time after the creation of a Public Market, any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such
plan) other than the Equity Investors becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of
all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 30% or more of the
equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or
“group” has the right to acquire pursuant to any option right) provided, that Interpool’s right to acquire equity securities upon conversion of the Interpool Convertible Subordinated Debt, or the issuance of equity securities
to Interpool upon the conversion of the Interpool Convertible Subordinated Debt shall not be deemed to be a Change of Control under this paragraph (b); 
 (c) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of
that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of
such 

  

 -6- 








 
election or nomination at least a majority of that board or equivalent governing body, provided, that directors nominated and elected to fill
vacancies created by the resignation of directors elected by Interpool following the transactions contemplated by the Redemption Agreement shall be deemed to satisfy the criteria of this clause (ii), or (iii) whose election or nomination to
that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body
(excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); 
 (d) any Person or two or more Persons acting in concert, other than one or more of the Equity Investors, shall have acquired by contract
or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of
the Borrower, or control over the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such
Person or Persons have the right to acquire pursuant to any option right but excluding, in the case of Interpool, equity securities issued to Interpool upon the conversion of the Interpool Convertible Subordinated Debt) representing 30% or more of
the combined voting power of such securities; or 
 (e) a “change of control” or any comparable term under any other
document or instrument evidencing Indebtedness shall have occurred. 
 Closing Date. The first date all the conditions precedent in
§11 (other than the conditions described in §11.13) are satisfied or waived and any Loans are to be made or any Letters of Credit are to be issued hereunder. 
 Co-Agent. See Introductory Paragraph. 
 Code. The Internal Revenue Code of 1986. 

Collateral. All of the property, rights and interests of the Borrower and each of the Guarantors that are or are intended to be subject to the
Liens created by the Security Documents. 
  

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 Commitment. With respect to each Revolving Credit Lender, the amount set forth on Schedule
1 hereto as the amount of such Lender’s commitment to make Revolving Credit Loans to, to participate in the issuance, extension and renewal of Letters of Credit for the account of, and to purchase participations in Swing Line Loans made
to, the Borrower, as the same may be increased pursuant to §15.9 or reduced from time to time; or if such commitment is terminated pursuant to the provisions hereof, zero. 
 Commitment Fee. See §2.2. 
 Commitment Percentage. With respect to each Revolving Credit Lender, the percentage set forth on Schedule 1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Revolving Credit Lenders.

 Compliance Certificate. See §8.4(d). 
 Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP. 

Consolidated EBITDA. With respect to any fiscal period, an amount equal to the sum of (a) Consolidated Net Income (or Deficit) of the
Borrower and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of such Person’s Consolidated Net Income and without duplication, (i) depreciation and amortization for such
period, plus (ii) income tax expense for such period, plus (iii) Consolidated Total Interest Expense paid or accrued during such period, plus (iv) other noncash charges for such period, plus
(v) principal payments received by the Borrower or any of its Subsidiaries during such period with respect to Direct Finance Leases, all as determined in accordance with GAAP. 
 Consolidated EBITDAR. With respect to any fiscal period of the Borrower and its Subsidiaries, an amount equal to the sum of (a) Consolidated
EBITDA for such fiscal period plus (b) consolidated rental expense for such fiscal period as determined in accordance with GAAP. 
 Consolidated Funded Debt. At any time of determination, with respect to the Borrower and its Subsidiaries, the sum, without duplication, of (a) the aggregate amount of Indebtedness (including Subordinated Debt) of the Borrower
and its Subsidiaries, on a consolidated basis, relating to (i) the borrowing of money or the obtaining of credit, including the issuance of notes or bonds, (ii) the deferred purchase price of assets (other than trade payables incurred in
the ordinary course of business), (iii) Capitalized Leases, (iv) Rental Obligations, and (v) the maximum drawing amount of all letters of credit outstanding plus (b) Indebtedness of the type referred to in clause
(a) of another Person guaranteed by the Borrower or any of its Subsidiaries. 
  

 -8- 








 Consolidated Net Income (or Deficit). The consolidated net income (or deficit) of the Borrower and
its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all extraordinary items of income or loss. 
 Consolidated Operating Cash Flow. With respect to any fiscal period of the Borrower and its Subsidiaries, an amount equal to (i) Consolidated
EBITDAR for such fiscal period minus (ii) cash income taxes paid or payable in such period, excluding cash income taxes with respect to the Borrower’s fiscal year 2006 income paid by the Borrower in the 2007 fiscal year, in an
amount not exceeding $10,000,000 in the aggregate, all as determined in accordance with GAAP. 
 Consolidated Total Debt Service. With
respect to the Borrower and its Subsidiaries and for any Reference Period, the sum, without duplication, of (a) any and all repayments or prepayments of principal (excluding past prepayments of the Existing Interpool Subordinated Debt and the
prepayment of the Existing Interpool Subordinated Debt contemplated by Section 9.8), during such period in respect of Indebtedness that becomes due and payable or that are to become due and payable during such period pursuant to any agreement
or instrument to which the Borrower or any of its Subsidiaries is a party relating to (i) the borrowing of money or the obtaining of credit, including the issuance of notes or bonds, (ii) the deferred purchase price of assets (other than
trade payables incurred in the ordinary course of business), (iii) in respect of any Synthetic Leases or any Capitalized Leases, (iv) in respect of any reimbursement obligations in respect of letters of credit due and payable during such
period, and (v) Indebtedness of the type referred to above of another Person guaranteed by the Borrower or any of its Subsidiaries, plus (b) Consolidated Total Interest Expense paid or payable in cash during such Reference Period,
plus (c) one tenth (1/10) of the average daily outstanding amount of the Revolving Credit Loans during such Reference Period, plus (d) consolidated rental expense for such period as determined in accordance with GAAP.
Demand obligations shall be deemed to be due and payable during any fiscal period during which such obligations are outstanding. 
 Consolidated Total Interest Expense. For any period, the aggregate amount of interest required to be paid or accrued by the Borrower and its Subsidiaries during such period on all Indebtedness of the Borrower and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capitalized Lease or any Synthetic Lease,
and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money, provided, that with respect to the Interpool Convertible Subordinated Debt, all
interest payable in cash in any period shall be included in Consolidated Total Interest Expense for such period. 
  

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 Containers. The marine and intermodal cargo containers either owned or leased by the Borrower and
employed by the Borrower in the conduct of its business, including, without limitation, refrigerated, dry van, tank, open top and flat rack containers and refrigeration units and generator sets associated therewith, but excluding any
chassis for such containers. 
 Control. The possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
 Conversion Request. A notice given by the Borrower to the Administrative Agent of the Borrower’s election to convert or continue a Loan in
accordance with §2.7. 
 Credit Agreement or Agreement. This Amended and Restated Revolving Credit and Term Loan
Agreement, including the Schedules and Exhibits hereto as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time. 
 Default. See §13.1. 
 Delinquent Lender. See §14.5.3. 
 Direct Finance Lease Receivables. All rights of the Borrower to payment in respect of Direct Finance Leases that are not in default and all sums
of money or other proceeds due the Borrower pursuant to such Direct Finance Leases, except for that portion of the sum of money or other proceeds due thereon that relate to sales, use or property taxes in conjunction with such transactions, recorded
on the Borrower’s books of account in accordance with generally accepted accounting principles. The Administrative Agent shall hold a valid and perfected first priority security interest in any Direct Finance Lease Receivables included in the
Borrowing Base. 
 Direct Finance Lease Rate. With respect to any Direct Finance Lease, the interest rate applicable to such Direct
Finance Lease. 
  

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 Direct Finance Leases. Leases pursuant to which the Borrower leases Containers to a lessee and
(a) the terms of such lease provide that title to such Containers will pass to such lessee at the end of the lease term automatically or at the option of the lessee for no additional consideration or for consideration so nominal that the lessee
would be economically compelled to exercise such option and (b) the interest component of the proceeds of such lease are booked on the Borrower’s financial statements as “Income from Direct Finance Leases.” 
 Distribution. (a) The declaration or payment of any dividend on or in respect of any shares of any class of Capital Stock of the Borrower,
other than dividends payable solely in shares of common stock of the Borrower; (b) the purchase, redemption, defeasance, retirement or other acquisition of any shares of any class of Capital Stock of the Borrower, directly or indirectly through
a Subsidiary of the Borrower or otherwise (including the setting apart of assets for a sinking or other analogous fund to be used for such purpose); (c) the return of capital by the Borrower to its shareholders as such; or (d) any other
distribution on or in respect of any shares of any class of Capital Stock of the Borrower. 
 Dollars or $. Dollars in lawful
currency of the United States of America. 
 Domestic Lending Office. Initially, the office of each Lender designated as such in
Schedule 1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans. 
 Drawdown Date. The date on which any Revolving Credit Loan, the Term Loan or Swing Line Loan is made or is to be made, and the date on which any
Revolving Credit Loan or the Term Loan (or any portion thereof) is converted or continued in accordance with §2.7. 
 Eligible
Assignee. (a) A Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and
(ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries or any competitor of the Borrower (provided, however, that no financial institution or Approved Fund shall be deemed to be a competitor of the Borrower). 
 Eligible Containers. Containers owned by the Borrower which (a) are subject to a first priority fully perfected security interest in favor of
the Administrative Agent for the benefit of the Lenders in all jurisdictions within the United States of America where 

  

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filing financing statements in accordance with the Uniform Commercial Code is necessary to perfect the Lenders’ security interest in such Containers,
(b) are subject to no other Liens except Permitted Liens that (i) secure Subordinated Debt and are fully subordinated to the Lenders’ security interest in such Containers pursuant to the terms of the Subordination and Intercreditor
Agreement or (ii) are permitted pursuant to §§9.2.1(v) and (xi), (c) are in a serviceable condition in the normal course of business, (d) have a Net Book Value greater than zero, (e) have not suffered an Event of Loss
and (f) are not the subject of a finance or trade credit arrangement between the Borrower as obligor and a third party obligee but are owned by the Borrower outright. 
 Eligible Container Receivables. The aggregate of the unpaid portions of Accounts Receivable generated in connection with sales by the Borrower of
Containers permitted by §9.5.2 (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable): (a) that the Borrower reasonably and in good
faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, unless such Affiliate is Interpool, (ii) purchased the Containers giving rise to the relevant Account
Receivable in an arm’s length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution,
liquidation or similar law of any jurisdiction and (iv) are, in the Administrative Agent’s reasonable judgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress billings
or bill and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other
than Permitted Liens; (e) in which the Administrative Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than sixty (60) days past the earlier to occur of (i) the due date
listed on the respective original invoices therefor and (ii) the date of shipment thereof; (g) that are not due from any single account debtor or other obligor if more than fifteen percent (15%) of the aggregate amount of all Accounts
Receivable owing from such account debtor or other obligor would otherwise not be Eligible Container Receivables; (h) that are payable in Dollars (or such other currency as the Administrative Agent may agree in its sole discretion);
(i) that are not secured by a letter of credit unless the Administrative Agent has a prior security interest in such letter of credit perfected by control; (j) that are in payment of obligations under agreements that contain terms
requiring the relevant account debtor to return the Container to the Borrower in the event that such Account Receivable is not fully paid when due; and (k) are generated in connection with sales of Containers owned by the Borrower outright that
are not the subject of a finance or trade credit arrangement between the Borrower as obligor and a third party obligee. 
 Employee
Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate (other than Interpool), other than a Guaranteed Pension Plan or a Multiemployer Plan.

  

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 Environmental Laws. See §7.18(a). 
 EPA. See §7.18(b). 
 Equity
Investors. Mr. Hiromitsu Ogawa, members of his immediate family and trusts established for the benefit of Mr. Hiromitsu Ogawa and members of his immediate family, and senior executives of the Borrower. 
 ERISA. The Employee Retirement Income Security Act of 1974, as amended. 
 ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under §414 of the Code. 
 ERISA Event. (a) An ERISA Reportable Event with respect to a Guaranteed Pension Plan; (b) a withdrawal by the Borrower or any ERISA
Affiliate from a Guaranteed Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of an Employee Benefit Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Guaranteed Pension Plan or Multiemployer Plan;
(e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Guaranteed Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 
 ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice
has not been waived. 
 Eurodollar Base Rate. See definition of Eurodollar Rate. 
 Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London
or such other eurodollar interbank market as may be selected by the Administrative Agent in its sole discretion acting in good faith. 
  

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 Eurodollar Lending Office. Initially, the office of each Lender designated as such in
Schedule 1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining Eurodollar Rate Loans. 
 Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula: 
  

			
	Eurodollar Rate =	  	 Eurodollar Base
Rate                            
 1.00 –Eurodollar Reserve Percentage


 Where, 
 Eurodollar Base Rate. For such Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available
source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by
Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two
Business Days prior to the commencement of such Interest Period. 
 Eurodollar Reserve Percentage For any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate
Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage. 
 Eurodollar Rate
Loans. Revolving Credit Loans or the Term Loan (or any portion thereof) bearing interest calculated by reference to the Eurodollar Rate. 
 Event of Default. See §13.1. 
  

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 Event of Loss. With respect to any Container, the occurrence of any of the following events:

 (a) total loss or destruction thereof; 
 (b) theft or disappearance thereof without recovery within sixty (60) days after such theft or disappearance becomes known to the
Borrower; 
 (c) damage rendering such Container unfit for normal use and, in the judgment of the Borrower, beyond repair at
reasonable cost; and 
 (d) any condemnation, seizure, forced sale or other taking of title to or use of any such Container.

 Excess Availability. At any time of determination, (a) the lesser of (i) the Total Commitment at such time, plus the
outstanding principal amount of the Term Loan at such time or (ii) the Borrowing Base at such time, minus (b) the sum of (i) the outstanding amount of the Revolving Credit Loans at such time, plus (ii) the Maximum
Drawing Amount and all Unpaid Reimbursement Obligations at such time, plus (iii) the outstanding amount of Swing Line Loans at such time, plus (iv) the outstanding principal amount of the Term Loan at such time. 

Existing Credit Agreement. The Revolving Credit Agreement, dated as of April 28, 2005 by and among the Borrower, the lenders party thereto
and Bank of America, as administrative agent for the lenders. 
 Existing Letters of Credit. Those letters of credit issued for the
account of the Borrower under the Existing Credit Agreement and set forth on Schedule 1.1 hereto. 
 Existing Interpool
Subordinated Debt. The Indebtedness of the Borrower to Interpool in the original principal amount of $33,650,000, and evidenced by the Existing Subordinated Note Purchase Agreement and the promissory notes issued pursuant thereto, which
Indebtedness is intended to be paid in full promptly following the Closing Date. The outstanding principal amount of the Existing Interpool Subordinated Indebtedness on the Closing Date is $3,027,062.50. 
 Existing Subordinated Note Purchase Agreement. That certain Note Purchase Agreement, dated as of April 30, 1998, between the Borrower and
Interpool, as amended by that certain Amendment No. 1, dated as of April 28, 2000, that certain Amendment No. 2, dated as of March 15, 2002, that certain Amendment No. 3, dated as of June 27, 2002, that certain
Amendment No. 4, dated as of February 25, 2003. 
  

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 Federal Funds Rate. For any day, the rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent. 
 Fee Letter. The fee letter, dated as of August 17, 2006, among the Borrower, the
Administrative Agent and the Arranger, as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time. 
 Fund. Any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

 GAAP or generally accepted accounting principles. (a) When used in §10, whether directly or indirectly through reference
to a capitalized term used therein, means (i) principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, in effect for the fiscal year ended on the Balance Sheet
Date, and (ii) to the extent consistent with such principles, the accounting practice of the Borrower reflected in its financial statements for the year ended on the Balance Sheet Date, and (b) when used in general, other than as provided
above, means principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (ii) consistently applied with past financial
statements of the Borrower adopting the same principles, provided that in each case referred to in this definition of “GAAP” a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a
position to deliver an unqualified opinion (other than a qualification regarding changes in GAAP) as to financial statements in which such principles have been properly applied. 
 Governing Documents. With respect to any Person, its certificate or articles of incorporation, its by-laws and all shareholder agreements, voting
trusts and similar arrangements applicable to any of its Capital Stock. 
  

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 Governmental Authority. Any foreign, federal, state, regional, local, municipal or other
government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof, or any court or arbitrator. 
 Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. 
 Guarantors. Collectively, each of
(a) Container Applications International (U.K.) Limited, a United Kingdom corporation, (b) Container Applications (Malaysia) SDN BHD, a Malaysian corporation, (c) Container Applications International Corporation, a Japanese
corporation, (d) Sky Container Trading Limited, a limited company formed under the laws of England and Wales, (e) Sky Domestic Container Leasing Limited, a limited company formed under the laws of England and Wales and (f) each
Subsidiary of the Borrower which is required to become a Guarantor pursuant to §8.16 hereof. Each Guarantor shall be a party to the Guaranty. 
 Guaranty. The Amended and Restated Guaranty, dated or to be dated as of the Closing Date, made by each Guarantor in favor of the Lenders and the Administrative Agent pursuant to which such Guarantor guarantees to the Lenders and the
Administrative Agent the payment and performance of the Obligations. 
 Hazardous Substances. See §7.18(b). 
 Honor Date. See §4.2. 
 Increase Effective Date. See §2.11.4 
 Indemnitee. See §16.3. 
 Identified Containers. See definition of “Nonrecourse Loan”. 
 Indebtedness. As to any Person and whether recourse is secured by or is otherwise available against all or only a portion of the assets of such
Person and whether or not contingent, but without duplication: 
 (a) every obligation of such Person for money borrowed,

  

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 (b) every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses, 
 (c) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person, 
 (d) every obligation of such Person issued or assumed as the deferred purchase price of property or services (including securities
repurchase agreements but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not overdue or which are being contested in good faith), 
 (e) every obligation of such Person under any Capitalized Lease, 
 (f) every obligation of such Person under any Synthetic Lease, 
 (g) all sales by such Person of (i) accounts or general intangibles for money due or to become due, (ii) chattel paper,
instruments or documents creating or evidencing a right to payment of money or (iii) other receivables (collectively “receivables”), whether pursuant to a purchase facility or otherwise, other than in connection with the
disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such Person to pay any discount, interest, fees,
indemnities, penalties, recourse, expenses or other amounts in connection therewith, 
 (h) every obligation of such Person
(an “equity related purchase obligation”) to purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock issued by such Person or any rights measured by the value of such Capital Stock,

 (i) every obligation of such Person under any forward contract, futures contract, swap, option or other financing agreement
or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices (a “derivative
contract”), 
 (j) every obligation in respect of Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent that such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness
provide that such Person is not liable therefor and such terms are enforceable under applicable law, 
  

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 (k) every obligation, contingent or otherwise, of such Person guaranteeing, or having the
economic effect of guarantying or otherwise acting as surety for, any obligation of a type described in any of clauses (a) through (j) (the “primary obligation”) of another Person (the “primary obligor”),
in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase of) any security for the payment of such primary obligation,
(ii) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such primary obligation, and 
 (l) all Rental Obligations of such Person.

 The “amount” or “principal amount” of any Indebtedness at any time of determination represented by
(i) any Indebtedness, issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with GAAP, (ii) any Capitalized Lease shall be the
principal component of the aggregate of the rental obligation under such Capitalized Lease payable over the term thereof that is not subject to termination by the lessee, (iii) any sale of receivables shall be the amount of unrecovered capital
or principal investment of the purchaser (other than the Borrower or any of its wholly-owned Subsidiaries) thereof, excluding amounts representative of yield or interest earned on such investment, (iv) any Synthetic Lease shall be the
stipulated loss value, termination value or other equivalent amount, (v) any derivative contract shall be the maximum amount of any termination or loss payment required to be paid by such Person if such derivative contract were, at the time of
determination, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred, (vi) any equity related purchase obligation shall be
the maximum fixed redemption or purchase price thereof inclusive of any accrued and unpaid dividends to be comprised in such redemption or purchase price, and (vii) any guaranty or other contingent liability referred to in clause (k) shall
be an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty or other contingent obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. 
 Interest Payment Date.
(a) As to any Base Rate Loan (including any Swing Line Loan), the last Business Day of the calendar quarter with respect to interest accrued during such calendar quarter, including, without limitation, the calendar quarter which includes the
Drawdown Date of such Base Rate Loan; and (b) as to any Eurodollar Rate Loan in respect of which the Interest Period is (i) 3 months or less, the last Business Day of such Interest Period and (ii) more than 3 months, the date that is
3 months from the first day of such Interest Period and, in addition, the last Business Day of such Interest Period. 
  

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 Interest Period. With respect to any Loan, (a) initially, the period commencing on the
Drawdown Date of such Loan and ending on the last day of one of the periods set forth below, as selected by the Borrower in a Loan Request or as otherwise required by the terms of this Credit Agreement (i) for any Base Rate Loan, the last day
of the calendar quarter; and (ii) for any Eurodollar Rate Loan, 1, 2, 3 or 6 months; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one
of the periods set forth above, as selected by the Borrower in a Conversion Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: 
 (A) if any Interest Period with respect to a Eurodollar Rate Loan would otherwise end on a day that is not a Eurodollar Business Day, that
Interest Period shall be extended to the next succeeding Eurodollar Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately
preceding Eurodollar Business Day; 
 (B) if any Interest Period with respect to a Base Rate Loan would end on a day that is
not a Business Day, that Interest Period shall end on the next succeeding Business Day; 
 (C) if the Borrower shall fail to
give notice as provided in §2.7, the Borrower shall be deemed to have requested a conversion of the affected Eurodollar Rate Loan to a Base Rate Loan and the continuance of all Base Rate Loans as Base Rate Loans on the last day of the then
current Interest Period with respect thereto; 
 (D) any Interest Period relating to any Eurodollar Rate Loan that begins on
the last Eurodollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Eurodollar Business Day of a calendar month; and

 (E) any Interest Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date. 
  

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 Interest Rate Protection Agreement. Any agreement entered into between the Borrower and any of the
Lenders providing for an interest rate swap, cap, collar, or other hedging mechanism with respect to interest payable on Indebtedness. 
 Internal Control Event. A material weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting, in each case as described in the
Securities Laws. 
 Interpool. Interpool, Inc., a Delaware corporation. 
 Interpool Convertible Subordinated Debt. The Indebtedness of the Borrower to Interpool in the original principal amount of $37,500,000, and
evidenced by the Interpool Convertible Subordinated Debt Documents, which Indebtedness has been subordinated to the Obligations pursuant to the terms of the Subordination and Intercreditor Agreement. 
 Interpool Convertible Subordinated Debt Documents. That certain Note Issuance Agreement and Investors’ Rights Agreement, each dated as of
October 1, 2006, between the Borrower and Interpool, and as the same may be amended from time to time in accordance with §9.8 hereof, together with all other documents, instruments, and other agreements entered into in connection
therewith, each in the form delivered to the Administrative Agent prior to the Closing Date. 
 Investments. All expenditures made and
all liabilities incurred (contingently or otherwise) for the acquisition of stock or Indebtedness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount
of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be
deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect of
any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall
not be deducted from the aggregate amount of Investments any decrease in the value thereof. 
  

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 Issuer Documents. With respect to any Letter of Credit, the Letter of Credit Application, and any
other document, agreement and instrument entered into by the L/C Issuer and the Borrower or in favor the L/C Issuer and relating to such Letter of Credit. 
 L/C Advance. With respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Commitment Percentage. 
 L/C Borrowing. An extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Revolving Credit Loan. 
 L/C Exposure. At any time, the sum of (a) the aggregate Maximum Drawing Amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all Unpaid Reimbursement Obligations at such time. The L/C Exposure of any Revolving Credit Lender at any time shall be its Commitment Percentage of the total L/C
Exposure at such time. 
 L/C Issuer. (i) Bank of America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder and (ii) with respect to Existing Letters of Credit, Bank of America in its capacity as issuer of the Existing Letters of Credit. 
 Lease Collateral. See definition of “Nonrecourse Loan”. 
 Lender Affiliate. With respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, limited liability company, trust or legal entity) that is engaged
in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Lender or an Affiliate of such Lender. 
 Lenders. Bank of America and the other lending institutions listed on Schedule 1 hereto and any other Person who becomes an assignee of any
rights and obligations of a Lender pursuant to §15, and, as the context requires, includes the Swing Line Lender and the L/C Issuer. For the avoidance of doubt, the term “Lenders” includes the Revolving Credit Lenders and the Term
Loan Lenders. 
 Letter of Credit. See §4.1.1. 
  

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 Letter of Credit Application. See §4.1.1. 
 Letter of Credit Expiration Date. The day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day). 
 Letter of Credit Fee. See §4.6. 
 Letter of Credit Participation. See §4.1.4. 
 Letter of Credit Sublimit. An amount equal to $15,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Total Commitment. 
 Lien. Any mortgage, deed of trust, security interest, pledge, hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any Capitalized Lease, any Synthetic Lease, any
financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction). 
 Loan Documents. This Credit Agreement, the Notes, the Letter of Credit Applications, the Letters of Credit, each Issuer Document, the
Subordination and Intercreditor Agreement, the Guaranty, the Fee Letter and the Security Documents. 
 Loan Request. See §2.6.

 Loans. Collectively, the Revolving Credit Loans and the Term Loan. 
 Material Adverse Effect. With respect to any event or occurrence of whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding): 
 (a) a material adverse effect on the business, properties,
prospects, condition (financial or otherwise), assets, operations or income of the Borrower, individually or the Borrower and its Subsidiaries, taken as a whole; 
  

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 (b) an adverse effect on the ability of the Borrower or any of its Subsidiaries,
individually and/or taken as a whole, to perform any of their respective Obligations under any of the Loan Documents to which it is a party; or 
 (c) any impairment of the validity, binding effect or enforceability of this Credit Agreement or any of the other Loan Documents, any impairment of the rights, remedies or benefits available to the Administrative
Agent or any Lender under any Loan Document or any impairment of the attachment, perfection or priority of any Lien of the Administrative Agent under the Security Documents. 
 Maturity Date. September 30, 2010. 
 Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced or increased from time to time pursuant to the terms of the
Letters of Credit. 
 Moody’s. Moody’s Investors Services, Inc. 
 Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate. 
 Net Book Value. With respect to any Containers owned by the Borrower which are standard dry cargo Containers and which
were acquired on or after July 1, 2001, the Original Cost to the Borrower of such Containers adjusted to reflect depreciation over twelve and a half years on a straight line basis, to residuals of $645 for a 20-foot standard dry cargo
Container, $795 for a 40-foot standard dry cargo Container and $805 for a 40-foot standard “high-cube” dry cargo Container. With respect to any Containers owned by the Borrower which are non-standard Containers, the Original Cost to the
Borrower of such Containers adjusted to reflect depreciation over fifteen years on a straight line basis to a residual of 15% of the Original Cost of such Containers. With respect to any Containers owned by the Borrower which are standard dry cargo
Containers and which were acquired on or before June 30, 2001, the Original Cost to the Borrower of such Containers adjusted to reflect depreciation using the following depreciation method: from the date of purchase until June 30, 2001,
the Original Cost to the Borrower of such Containers adjusted to reflect depreciation on a straight line basis over fifteen years to a residual value of 15% of the Original Cost of such Containers. From and after July 1, 2001, depreciation
shall be calculated over the remainder of a cumulative twelve and a half year life, on a straight line basis, to residuals of $645 for a 20-foot standard dry cargo Container, $795 for a 40-foot standard dry cargo Container and $805 for a 40-foot
standard “high-cube” dry cargo Container. 
  

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 Net Present Value. At the relevant time of reference thereto, and as the context may require, the
discounted present value of Direct Finance Lease Receivables, discounted at the Direct Finance Lease Rate per annum of the remaining term of the applicable Direct Finance Lease. 
 Non-Extension Notice Date. See §4.1.6. 
 Nonrecourse Loan. A loan to the Borrower (a) which is secured solely by (i) specifically identified Containers (the “Identified Containers”), (ii) one or more leases of such Identified Containers,
including all rentals thereunder (the “Lease Collateral”), and (iii) all proceeds of such Identified Containers and Lease Collateral; (b) which is payable solely from the related Identified Containers and Lease Collateral,
and as to which rentals under the related Lease Collateral have been assigned to the applicable lender, and are paid directly to such lender; and (c) with respect to which payments of principal and interest are without recourse to the Borrower
or the Borrower’s property (other than the related Identified Containers and Lease Collateral). 
 Notes. Collectively, the
Revolving Credit Notes and the Term Loan Notes. 
 Obligations. All indebtedness, obligations and liabilities of any of the Borrower
and its Subsidiaries to any of the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent, individually or collectively, existing on the date of this Credit Agreement or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Credit Agreement or any of the other Loan Documents or any Interest
Rate Protection Agreement , any Swap Contract or any Cash Management Agreement entered into with any Lender or the Administrative Agent (or Affiliates thereof) or any of the Revolving Credit Loans, the Term Loan or Swing Line Loans made or
Reimbursement Obligations incurred or any of the Notes, Letter of Credit Applications, Letters of Credit or other instruments at any time evidencing any of the foregoing. 
 Original Cost. With respect to any Container, the purchase price therefor expressed in Dollars, as determined in accordance with GAAP, consistently applied. 
 outstanding. With respect to the Revolving Credit Loans or Swing Line Loans, the aggregate unpaid principal thereof as of any date of
determination. 
 Participant. See §15.1.4. 
  

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 PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor
entity or entities having similar responsibilities. 
 PCAOB. The Public Company Accounting Oversight Board. 
 Perfection Certificate. The Perfection Certificate as defined in the Security Agreement. 
 Permitted Liens. Liens permitted by §9.2. 
 Person. Any individual, corporation, limited liability company, limited liability partnership, trust, other unincorporated association, business, or other legal entity, and any Governmental Authority.

 Platform. See §8.4. 
 Public Market. A Public Market shall exist if (a) a Public Offering has been consummated and (b) any equity interests of the Borrower have been distributed by means of an effective registration statement under the
Securities Act of 1933. 
 Public Offering A public offering of the equity interests of the Borrower pursuant to an effective
registration statement under the Securities Act of 1933. 
 RCRA. See §7.18(a). 
 Real Estate. All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries. 
 Redemption Agreement. That certain Redemption Agreement to be dated on or about October 1, 2006, between the Company and Interpool,
substantially in the form delivered to the Administrative Agent on or prior to the Closing Date. 
 Reference Period. As of any date
of determination, the period of four (4) consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such date, or if such date is not a fiscal quarter end date, the period of four (4) consecutive fiscal quarters most
recently ended (in each case treated as a single accounting period). 
  

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 Register. See §15.1.3. 
 Reimbursement Obligation. The Borrower’s obligation to reimburse the Administrative Agent and the relevant Lenders on account of any drawing
under any Letter of Credit as provided in §4.2. 
 Related Parties. With respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 
 Rental
Obligations. All present or future obligations of the Borrower or any of its Subsidiaries under any rental agreements or leases of real or personal property, other than (a) obligations that can be terminated by the giving of notice without
liability to the Borrower or such Subsidiary in excess of the liability for rent due as of the date on which such notice is given and under which no penalty or premium is paid as a result of any such termination, (b) obligations under rental
agreements relating to equipment other than Containers having an aggregate value of less than $1,000,000 for all such agreements, and (c) obligations in respect of any Capitalized Leases. For purposes of this Credit Agreement, the aggregate
amount of Rental Obligations of the Borrower and its Subsidiaries shall, as at any date of determination, be an amount equal to the net present value, calculated at a discount rate of nine percent (9.00%) per annum, of the future Rental
Obligations of such Person. 
 Required Lenders. As of any date, the Lenders holding Revolving Credit Exposures, unused Commitments
and the outstanding principal amount of the Term Loan representing more than fifty percent (50%) of the sum of the total Revolving Credit Exposures, unused Commitments and the outstanding principal amount of the Term Loan, in each case, at such
time; provided that the Commitment of, the portion of the Revolving Exposures held or deemed held by and/or the outstanding principal amount of the Term Loan held by, any Delinquent Lender shall be excluded for purposes of making a
determination of Required Lenders. 
 Responsible Officer. The chief executive officer, president or chief financial officer of the
Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and
such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower. 
 Restricted Payment. In relation to
the Borrower and its Subsidiaries, any (a) Distribution or (b) payment or prepayment by the Borrower or its Subsidiaries to (i) the 

  

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Borrower’s or any Subsidiary’s shareholders (or other equity holders), in each case, other than to the Borrower, or (ii) to any Affiliate of
the Borrower or any Subsidiary or any Affiliate of the Borrower’s or such Subsidiary’s shareholders (or other equity holders), in each case, other than to the Borrower. 
 Revolving Credit Exposure. With respect to any Revolving Credit Lender at any time, the sum of the outstanding principal amount of such Revolving
Credit Lender’s Revolving Credit Loans and its L/C Exposure and Swing Line Exposure at such time. 
 Revolving Credit Lender.
Each Lender with a Commitment or, following termination of the Commitments, which has Revolving Credit Loans outstanding or participations in an outstanding Letter of Credit or Swing Line Loan and any other Person who becomes an assignee of rights
and obligations of a Revolving Credit Lender. 
 Revolving Credit Loans. Revolving credit loans made or to be made by the Revolving
Credit Lenders to the Borrower pursuant to §2. 
 Revolving Credit Note Record. The grid attached to a Revolving Credit Note, or
the continuation of such grid, or any other similar record, including computer records, maintained by any Lender with respect to any Revolving Credit Loan referred to in such Revolving Credit Note. 
 Revolving Credit Notes. See §2.4. 
 SARA. See §7.18(a). 
 Securities Laws. The Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB. 
 Security Agreement. The Amended and Restated Security Agreement, dated or to be dated as of the Closing Date, between the Borrower, each Guarantor party thereto and the Administrative Agent, and in form and
substance satisfactory to the Lenders and the Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time. 
 Security Documents. The Security Agreement, the Stock Pledge Agreement, the Trademark Security Agreement and all other instruments and documents,
including 

  

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without limitation, Uniform Commercial Code financing statements (or the equivalent thereof in any applicable foreign jurisdiction) and the Perfection
Certificates, required to be executed or delivered pursuant to (a) any Security Document or (b) §§8.16, 8.17 or 8.18. 
 Senior Funded Debt. At any time of determination, with respect to the Borrower and its Subsidiaries, the sum, without duplication, of (a) the aggregate amount of Indebtedness (excluding Subordinated Debt) of the Borrower and its
Subsidiaries, on a consolidated basis, relating to (i) the borrowing of money or the obtaining of credit, including the issuance of notes or bonds, (ii) the deferred purchase price of assets (other than trade payables incurred in the
ordinary course of business), (iii) Capitalized Leases, (iv) Rental Obligations, and (v) the maximum drawing amount of all letters of credit outstanding plus (b) Indebtedness of the type referred to in clause (a) of another
Person guaranteed by the Borrower or any of its Subsidiaries. 
 Senior Leverage Ratio. As at any date of determination, the
ratio of (a) Senior Funded Debt as at such date to (b) Consolidated EBITDAR for the Reference Period most recently ended. 
 S&P. Standard & Poor’s Ratings Group. 
 Solvent. With respect to any Person on a particular date,
that on such date (a) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair saleable value of the assets of
such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to
pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small
capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount
which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 
 Staff Loan Program. A program administered by the Borrower pursuant to which the Borrower makes loans to employees; provided, that the aggregate principal amount of loans outstanding at any time under
such program shall not exceed $1,500,000, and that no more than an aggregate of $100,000 of which may be unsecured. 
  

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 Stock Pledge Agreement. The Amended and Restated Stock Pledge Agreement, dated or to be dated as
of the Closing Date, between the Borrower, certain Guarantors and the Administrative Agent, and in form and substance satisfactory to the Lenders and the Administrative Agent as the same may be amended, restated, supplemented and otherwise modified
and in effect from time to time. 
 Subordinated Debt. The Interpool Convertible Subordinated Debt and other Indebtedness of the
Borrower or any of its Subsidiaries that is expressly subordinated and made junior to the payment and performance in full of the Obligations, and evidenced as such by the Subordination and Intercreditor Agreement or by another written instrument
containing subordination provisions in form and substance approved by the Administrative Agent and the Lenders in writing. 
 Subordination and Intercreditor Agreement. That certain Subordination and Intercreditor Agreement, dated as of the Closing Date, among the Administrative Agent, Interpool and the Borrower and in form and substance satisfactory to the
Lenders and the Administrative Agent and as the same may be amended, restated, supplemented and in effect from time to time. 
 Subordination Documents. The Subordination and Intercreditor Agreement, Interpool Convertible Subordinated Debt Documents and all other documents, instruments and other agreements entered into in connection with Subordinated Debt, in
each case, in form and substance reasonably satisfactory to the Administrative Agent. 
 Subsidiary. Any corporation, association,
trust, or other business entity of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock. 
 Swap Contract. (a) Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other
master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 
  

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 Swing Line. The revolving credit facility made available by the Swing Line Lender pursuant to
§2.10. 
 Swing Line Borrowing. A borrowing of a Swing Line Loan pursuant to §2.10. 
 Swing Line Exposure. At any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing Line Exposure of any
Revolving Lender at any time shall be its Commitment Percentage of the total Swing Line Exposure at such time. 
 Swing Line Lender.
Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. 
 Swing Line Loan. See
§2.10.1. 
 Swing Line Loan Notice. A notice of a Swing Line Borrowing pursuant to §2.10.2, which, if in writing, shall be
substantially in the form of Exhibit F. 
 Swing Line Sublimit. An amount equal to the lesser of (a) $10,000,000 and
(b) the Total Commitment. The Swing Line Sublimit is part of, and not in addition to, the Total Commitment. 
 Syndication Agent. See
Introductory Paragraph. 
 Synthetic Lease. Any lease of goods or other property, whether real or personal, which is treated as an
operating lease under GAAP and as a loan or financing for U.S. income tax purposes. 
 Term Loan. The term loan made by the Term Loan
Lenders to the Borrower pursuant to §2. The original principal amount of the Term Loan is $20,000,000. 
 Term Loan Lender. Each
Lender that holds a portion of the outstanding Term Loan and any other Person who becomes an assignee of the rights and obligations of a Term Loan Lender. 
  

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 Term Loan Notes. See §2.4. 
 Term Loan Note Record. The grid attached to a Term Loan Note, or the continuation of such grid, or any other similar record, including computer
records, maintained by any Lender with respect to its portion of the Term Loan referred to in such Term Loan Note. 
 Term Loan
Percentage. With respect to each Term Loan Lender, the percentage set forth on Schedule 1 hereto as such Term Loan Lender’s percentage of the aggregate amount of the Term Loan made or to be made by all of the Term Loan
Lenders. 
 Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. The Total Commitment on the
Closing Date is $170,000,000. 
 Total Leverage Ratio. As at any date of determination, the ratio of (a) Consolidated Funded Debt
as at such date to (b) Consolidated EBITDAR for the Reference Period most recently ended. 
 Trademark Security Agreement. The
Trademark Security Agreement, dated or to be dated as of the Closing Date, between the Borrower, each Guarantor party thereto and the Administrative Agent, and in form and substance satisfactory to the Lenders and the Administrative Agent, as the
same may be amended, restated, supplemented or otherwise modified and in effect from time to time. 
 Type. As to any Revolving Credit
Loan or the Term Loan or any portion thereof), its nature as a Base Rate Loan or a Eurodollar Rate Loan. 
 Unpaid Reimbursement
Obligation. Any Reimbursement Obligation for which the Borrower does not reimburse the Administrative Agent and the Lenders on the date specified in, and in accordance with, §4.2. 
 Voting Stock. Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency. 
  

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 Rules of Interpretation. 
 (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to
time in accordance with its terms and the terms of this Credit Agreement. 
 (b) The singular includes the plural and the
plural includes the singular. 
 (c) A reference to any law includes any amendment or modification to such law. 
 (d) A reference to any Person includes its permitted successors and permitted assigns. 
 (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the
accounting entity to which they refer. 
 (f) The words “include”, “includes” and “including”
are not limiting. 
 (g) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform
Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. 
 (h) Reference to a particular “§” refers to that section of this Credit Agreement unless otherwise indicated. 

(i) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit
Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. 
 (j) Unless otherwise
expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but
excluding,” and the word “through” means “to and including.” 
 (k) This Credit Agreement and the
other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Borrower and are the product of discussions and negotiations among all parties. Accordingly, this Credit
Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such
documents. 
  

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 (l) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or
more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount
is in effect at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the
“International Standby Practices 1998” (ISP) published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), such Letter of Credit shall be deemed to
be “outstanding” in the amount so remaining available to be drawn. 
 2. THE SENIOR CREDIT FACILITY. 
 2.1. Commitment to Lend. 
 2.1.1. Revolving Credit Loans. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower and the Borrower may
borrow, repay, and reborrow from time to time from the Closing Date until the Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum
aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Commitment minus such Revolving Credit Lender’s Commitment Percentage of (i) the sum of the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus (ii) the outstanding amount of Swing Line Loans, provided that (a) prior to the earlier of (x) the second anniversary of the Closing Date or
(y) the date that the Borrower prepays (in whole or in part) any outstanding Interpool Convertible Subordinated Debt, the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not at any time exceed the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such
time or (b) at all other times, the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the
outstanding amount of Swing Line Loans plus the outstanding principal amount of the Term Loan shall not at any time exceed the lesser of (i) the Total Commitment at such time plus the outstanding principal amount of the Term Loan
at such time and (ii) the Borrowing Base at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder
shall constitute a representation and warranty 

  

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by the Borrower that the conditions set forth above and in §11 and §12, in the case of the initial Revolving Credit Loans to be made on the Closing
Date, and §12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. The Revolving Credit Loans advanced on the Closing Date shall be made by the Revolving Credit Lenders as a Base Rate Loan, subject
to conversion after the Closing Date in accordance with §2.7. 
 2.1.2. The Term Loan. Subject to the terms
and conditions of this Agreement, each Term Loan Lender severally (and not jointly) agrees to make an advance of its Term Loan Percentage of the Term Loan to the Borrower on one occasion on or within fourteen (14) days following the Closing
Date. The principal amount of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed
hereunder. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of the Term Loan requested
hereunder no later than 2:00 p.m. Boston time one (1) Business Days prior to the proposed Drawdown Date of the Term Loan. On the Drawdown Date of the Term Loan, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of
this Agreement, make the amount of its Term Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall
be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in §11 and
§12, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Borrower and acceptable to the Administrative Agent. The Term Loan shall be made by the Term Loan Lenders as a Base Rate Loan, subject to
conversion after the Drawdown Date thereof in accordance with §2.7. If the Term Loan is not advanced by the Term Loan Lenders on or within fourteen (14) days following the Closing Date, the obligations of the Term Loan Lenders to make the
Term Loan shall terminate. 
 2.2. Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the accounts of
the Revolving Credit Lenders in accordance with their respective Commitment Percentages a commitment fee (the “Commitment Fee”) calculated at the rate per annum of the Applicable Margin with respect to the Commitment Fee as
in effect from time to time on the actual daily amount during each calendar quarter or portion thereof from the Closing Date to the Maturity Date by which the Total Commitment minus the sum of the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations exceeds the outstanding amount of Revolving Credit Loans (excluding Swing Line Loans) during such calendar quarter. The Commitment Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter
for such calendar quarter commencing on the first such date following the Closing Date, with a final payment on the Maturity Date or any earlier date on which the Commitments shall terminate. 
  

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 2.3. Reduction of Total Commitment. The Borrower shall have the right at any time and from
time to time upon five (5) Business Days prior written notice to the Administrative Agent to reduce by $500,000 or an integral multiple thereof or to terminate entirely the Total Commitment, whereupon the Commitments of the Revolving Credit
Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered
pursuant to this §2.3, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Administrative Agent for the
respective accounts of the Revolving Credit Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be reinstated. If, after giving effect to any reduction of the
Total Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Total Commitments, such Letter of Credit Sublimit or Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such
excess. 
 2.4. Evidence of Debt. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by
the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note of the Borrower (i) in
substantially the form of Exhibit B-1 hereto (each a “Revolving Credit Note”), which shall evidence such Lender’s Revolving Credit Loans and/or (ii) in substantially the form of Exhibit
B-2 hereto (each a “Term Loan Note”), which shall evidence such Lender’s portion of the Term Loan, in each case, in addition to such accounts or records. Each Lender may attach schedules to its Note(s) and endorse
thereon the date, amount, interest rate and maturity of such Lender’s Loans and payments with respect thereto. 
 (b) In
addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the 

  

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Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error. 
 2.5. Interest. Except as otherwise provided in §5.10, 
 (a) Each Revolving Credit Loan which is a Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and
ending on the last day of the Interest Period with respect thereto at the rate per annum equal to the Base Rate plus the Applicable Margin with respect to Base Rate Loans as in effect from time to time; provided, however, in the
event that the interest rate per annum applicable to Base Rate Loans is less than the Eurodollar Rate then applicable for an Interest Period of one month plus the Applicable Margin with respect to Eurodollar Rate Loans in effect at such time,
each Revolving Credit Loan which is a Base Rate Loan shall bear interest at the rate per annum equal to the Eurodollar Rate then applicable for an Interest Period of one month plus the Applicable Margin with respect to Eurodollar Rate Loans
in effect at such time. 
 (b) Each Revolving Credit Loan which is a Eurodollar Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at the rate per annum equal to the Eurodollar Rate determined for such Interest Period plus the Applicable Margin with respect to
Eurodollar Rate Loans as in effect from time to time. 
 (c) Each Swing Line Loan shall bear interest from the applicable
Drawdown Date thereof at the rate per annum equal to the Base Rate plus the Applicable Margin with respect to Base Rate Loans as in effect from time to time; provided, however, that in the event the interest rate per annum
applicable to Swing Line Loans is less than the Eurodollar Rate then applicable for an Interest Period of one month plus the Applicable Margin with respect to Eurodollar Rate Loans in effect at such time, each Swing Line Loan shall bear
interest at the rate per annum equal to the Eurodollar Rate then applicable for an Interest Period of one month plus the Applicable Margin with respect to Eurodollar Rate Loans in effect at such time. 
 (d) Any portion of the Term Loan which is a Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof
and ending on the last day of the Interest Period with respect thereto at the rate per annum equal to (i) at all times prior to the second anniversary of the Closing Date, the Base Rate plus the Applicable Margin with respect to Base
Rate Loans as in effect from time to time plus 0.25%, and (ii) at all other times, the Base Rate plus the Applicable Margin with respect to Base Rate Loans as in effect from time to time; provided, however, in the
event that the interest rate per annum applicable to Base Rate Loans is less than the Eurodollar Rate then applicable for an Interest 

  

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 Period of one month plus the Applicable Margin with respect to Eurodollar Rate Loans in effect at
such time, any portion of the Term Loan which is a Base Rate Loan shall bear interest at the rate per annum equal to (i) at all times prior to the second anniversary of the Closing Date, the Eurodollar Rate then applicable for an Interest
Period of one month plus the Applicable Margin with respect to Eurodollar Rate Loans in effect at such time plus 0.25% and (ii) at all other times, the Eurodollar Rate then applicable for an Interest Period of one month
plus the Applicable Margin with respect to Eurodollar Rate Loans in effect at such time. 
 (e) Any portion of the Term
Loan which is a Eurodollar Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at the rate per annum equal to (i) at all times prior to
the second anniversary of the Closing Date, the Eurodollar Rate determined for such Interest Period plus the Applicable Margin with respect to Eurodollar Rate Loans as in effect from time to time plus 0.25% and (ii) at all other times,
the Eurodollar Rate determined for such Interest Period plus the Applicable Margin with respect to Eurodollar Rate Loans as in effect from time to time. 
 The Borrower promises to pay interest on each Revolving Credit Loan, the Term Loan (and any portion thereof) and each Swing Line Loan in arrears on each Interest Payment Date with respect thereto. 
 2.6. Requests for Revolving Credit Loans. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit
C hereto (or telephonic notice confirmed in a writing in the form of Exhibit C hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) no less than (a) two (2) Business Days prior
to the proposed Drawdown Date of any Base Rate Loan and (b) four (4) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each such notice shall specify (i) the principal amount of the Revolving
Credit Loan requested, (ii) the proposed Drawdown Date of such Revolving Credit Loan, (iii) the Interest Period for such Revolving Credit Loan and (iv) the Type of such Revolving Credit Loan. Promptly upon receipt of any such notice,
the Administrative Agent shall notify each of the Lenders thereof. Each Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Lenders on the proposed
Drawdown Date. Each Loan Request relating to a Base Rate Loan shall be in a minimum aggregate amount of $500,000 and each Loan Request relating to a Eurodollar Rate Loan shall be in a minimum aggregate amount of $1,000,000. 
 2.7. Conversion Options. 
 2.7.1. Conversion to Different Type of Loan. The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided that (a) with respect to any such
conversion of a Eurodollar Rate Loan to 

  

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 a Base Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Business Days
prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least four (4) Eurodollar Business Days prior written notice
of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Loan may be converted into
a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage or Term Loan
Percentage, as the case may be, of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein,
provided that any partial conversion shall be in an aggregate principal amount of at least $500,000, in the case of conversion to Base Rate Loans, and $1,000,000 in the case of conversion to Eurodollar Rate Loans. Each Conversion Request
relating to the conversion of a Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. 
 2.7.2.
Continuation of Type of Loan. A Loan of any Type may be continued as a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.7.1;
provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating
thereto ending during the continuance of any Default or Event of Default of which officers of the Administrative Agent active upon the Borrower’s account have actual knowledge. In the event that the Borrower fails to provide any such notice
with respect to the continuation of any Eurodollar Rate Loan as such, then such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto. The Administrative Agent shall
notify the Lenders promptly when any such automatic conversion contemplated by this §2.7 is scheduled to occur. 
 2.7.3. Eurodollar Rate Loans. Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all
Eurodollar Rate Loans having the same Interest Period shall not be less than $1,000,000. No more than five (5) Eurodollar Rate Loans having different Interest Periods may be outstanding at any time. 
 2.8. Funds for Loans. 
 2.8.1. Funding Procedures. Not later than 1:00 p.m. (Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders will make available to the Administrative Agent, at the Administrative
Agent’s 

  

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 Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the
amount of the requested Revolving Credit Loans. Upon receipt from each Lender of such amount, and upon receipt of the documents required by §§11 and 12 and the satisfaction of the other conditions set forth therein, to the extent
applicable, the Administrative Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Administrative Agent by the Lenders. 
 2.8.2. Advances by Administrative Agent. (a) The Administrative Agent may, unless notified to the contrary by any
Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage or Term Loan Percentage, as the case may be, of the Loans to be made
on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the
Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If
such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of the such Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may
have against a Lender that shall have failed to make such payment to the Administrative Agent. 
 (b) Unless the
Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the relevant Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation. 
  

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 (c) A notice of the Administrative Agent to any Lender or any Borrower with respect to
any amount owing under §§2.8.2(a) and (b) shall be conclusive, absent manifest error. 
 2.8.3.
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Revolving Credit Loans, the Term Loan, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to §14.7 are
several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under §14.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on
such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under §14.7. 
 2.9. Change in Borrowing Base. The Borrowing Base shall be determined by the Administrative Agent upon receipt of each Loan Request and, in
any case, no less frequently than monthly (and at such other intervals as may be specified pursuant to §8.4(f)) by reference to the Borrowing Base Report most recently delivered to the Lenders and the Administrative Agent pursuant to
§8.4(h) and other information obtained by, or provided to, the Administrative Agent. The Administrative Agent shall give to the Borrower written notice of any change in the Borrowing Base determined by the Administrative Agent. Prior to the
time any such notice becomes effective, the Borrowing Base shall be computed as it would have been computed in the absence of such notice. 
 2.10. Swing Line Loans. 
 2.10.1. The Swing Line. Subject to the terms and conditions
set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this §2.10, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to
time on any Business Day from the Closing Date until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans of the Revolving Credit
Lender acting as the Swing Line Lender, when aggregated with such Lender’s Commitment Percentage of the outstanding amount of Revolving Credit Loans plus such Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount
and all Unpaid Reimbursement Obligations, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (a)(i) prior to the earlier of (x) the second anniversary of the
Closing Date or (y) the date that the Borrower prepays (in whole or in part) any outstanding Interpool Convertible Subordinated Debt, the sum of the outstanding amount of the Revolving Credit Loans plus the Maximum Drawing Amount and


  

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 all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans (after giving
effect to all amounts requested) shall not at any time exceed the lesser of (A) the Total Commitment at such time and (B) the Borrowing Base at such time or (ii) at all other times, the sum of the outstanding amount of the Revolving
Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans (after giving effect to all amounts requested) plus the outstanding principal amount of the
Term Loan shall not at any time exceed the lesser of (A) the Total Commitment at such time plus the outstanding principal amount of the Term Loan at such time and (B) the Borrowing Base at such time and (b) the aggregate
outstanding amount of the Revolving Credit Loans of any Lender, plus such Lender’s Commitment Percentage of the outstanding amount of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus such Lender’s
Commitment Percentage of the outstanding amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this §2.10, prepay under §3.3, and reborrow under this §2.10. Each Swing Line Loan shall be
a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender’s Commitment Percentage times the amount of such Swing Line Loan. The Borrower hereby promises to repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such
Swing Line Loan is made and (ii) the Maturity Date. 
 2.10.2. Borrowing Procedure. Each Swing Line
Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not
later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice
must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line
Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender)
prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso 
  

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to the first sentence of §2.10.1, or (B) that one or more of the applicable conditions specified in §§11 and 12 is not then satisfied,
then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. 
 2.10.3. Refinancing of Swing Line Loans. (a) The Swing Line Lender at any time in its sole and absolute discretion may
request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Revolving Credit Loan which is a Base Rate Loan in an amount equal to such Revolving
Credit Lender’s Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Request for purposes hereof) and in accordance with the
requirements of §§2.1 and 2.6, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Total Commitments and the conditions set forth in
§12. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Request promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Commitment
Percentage of the amount specified in such Loan Request available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day
specified in such Loan Request, whereupon, subject to §2.10.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the
funds so received to the Swing Line Lender. 
 (b) If for any reason any Swing Line Loan cannot be refinanced by such a
Committed Borrowing in accordance with §2.10.3(a), the request for Base Rate Loan submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its
risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to §2.10.3(a) shall be deemed payment in respect of such
participation. 
 (c) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of
the Swing Line Lender any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this §2.10.3 by the time specified in §2.10.3(a), the Swing Line Lender shall be entitled to recover from such
Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per
annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line 

  

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 Lender in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Revolving Credit Loan or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (c) shall be conclusive absent manifest error. 
 (d) Each Revolving Credit Lender’s obligation to
make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this §2.10.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Revolving Credit Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this §2.10.3 is
subject to the conditions set forth in §12. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 
 2.10.4. Repayment of Participations. (a) At any time after any Revolving Credit Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Commitment Percentage of such payment in the same funds
as those received by the Swing Line Lender. 
 (b) If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender in connection with any bankruptcy or insolvency proceeding or otherwise (including pursuant to any settlement entered into by the Swing Line Lender in its
discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate
per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement. 
 2.10.5. Interest for Account of Swing Line Lender. The
Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing 

  

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 Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to
this §2.10 to refinance such Lender’s Commitment Percentage of any Swing Line Loan, interest in respect of such Commitment Percentage shall be solely for the account of the Swing Line Lender. 
 2.10.6. Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of
the Swing Line Loans directly to the Swing Line Lender. 
 2.11. Increase in the Total Commitment. 
 2.11.1. Requests for Increase. Provided there exists no Default or Event of Default either before or immediately after
giving effect to the increase provided for in this §2.11, and subject to the terms hereof, upon notice to the Administrative Agent (who shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Total
Commitment by an amount (for all such requests) not exceeding $10,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000. At the time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

 2.11.2. Lender Election to Increase. Each Revolving Credit Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Revolving Credit Lender not responding within
such time period shall be deemed to have declined to increase its Commitment. No Revolving Credit Lender shall have any obligations to increase its Commitment. 
 2.11.3. Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and
each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing
Line Lender (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the
Administrative Agent and its counsel. 
 2.11.4. Effective Date and Allocations. If the Total Commitment is
increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall
promptly notify the Borrower and the Revolving Credit Lenders of the final allocation of such increase and the Increase Effective Date. 
  

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 2.11.5. Conditions to Effectiveness of Increase. As a condition precedent
to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party
(i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in §7 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date, and except that for purposes of this §2.11, the representations and warranties contained in §7.4.2 shall be deemed to refer to the most recent statements furnished to the
Lenders, (B) no Default or Event of Default exists and (C) the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested on the increase Effective Date) plus the Maximum Drawing Amount
and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans does not exceed the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time. The Borrower shall prepay any
Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to §5.9) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Commitment Percentages
arising from any nonratable increase in the Commitments under this Section. 
 3. REPAYMENT OF THE LOANS. 
 3.1. Maturity. The Borrower promises to pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date,
all of the Revolving Credit Loans and the Term Loan outstanding on such date, together with any and all accrued and unpaid interest thereon. 
 3.2. Mandatory Repayments of Revolving Credit Loans and the Term Loan. If at any time (a) prior to the earlier of (x) the second anniversary of the Closing Date or (y) the date that the Borrower prepays (in
whole or in part) any outstanding Interpool Convertible Subordinated Debt, the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the
outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) at all other times, the sum of the outstanding principal amount of the Revolving Credit
Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans plus the outstanding principal amount of the Term Loans exceeds the lesser of (i) the Total
Commitment at such time plus the outstanding principal amount of the Term Loans at 

  

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 such time and (ii) the Borrowing Base at such time, then, in any case, the Borrower shall immediately pay the amount
of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans;
fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.2(b) and (c) and, on and after the second anniversary of the Closing Date, fifth, to repay the outstanding
principal amount of the Term Loan (which amounts shall be applied to the quarterly installment payments set forth in §3.4 pro rata). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans or
the Term Loan shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Revolving Credit
Loan or Term Loan, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. 
 3.3. Optional Repayments of Revolving Credit Loans and Swing Line Loans. (a) The Borrower shall have the right, at its election, to repay the outstanding amount of the Revolving Credit Loans and/or the Term Loan,
in each case, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this §3.3 may be made only on the last day of
the Interest Period relating thereto unless breakage costs incurred by the relevant Lenders in connection therewith are paid by the Borrower in accordance with §5.9. The Borrower shall give the Administrative Agent, no later than 10:00 a.m.,
Boston time, at least two (2) Business Days’ prior written notice of any proposed prepayment pursuant to this §3.3 of Base Rate Loans, and four (4) Eurodollar Business Days’ prior written notice of any proposed prepayment
pursuant to this §3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of relevant Loans, the principal amount to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Periods of such Loans.
Each such partial prepayment of the applicable Loans shall be in a principal amount of at least $200,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence
of instruction by the Borrower, first, to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans, at the Administrative Agent’s option. Each partial prepayment shall be allocated among the applicable
Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Lender’s applicable Loans, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion. 
 (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein. 
  

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 3.4. Repayment of the Term Loan. 
 The Borrower promises to pay the aggregate principal amount of the Term Loan outstanding in equal quarterly installments each in the amount of $1,250,000.00, on the last
Business Day of each March, June, September and December, commencing on December 29, 2006, provided, that the final principal repayment installment of the Term Loan shall be made on the Maturity Date and shall be in an amount equal to
the aggregate principal amount of the Term Loan outstanding on such date, together with any and all accrued and unpaid interest thereon. 
 4. LETTERS OF CREDIT. 
 4.1. Letter of Credit Commitments. 
 4.1.1. Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and
delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreement of
the Revolving Credit Lenders set forth in this §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby
letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request,
(i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any one time and (ii)(A) prior to the earlier of (x) the second anniversary of the Closing Date
or (y) the date that the Borrower prepays (in whole or in part) any outstanding Interpool Convertible Subordinated Debt, the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all
Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time or (B) at all other times, the sum of
the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans plus the outstanding principal amount of the
Term Loans shall not exceed the lesser of (x) the Total Commitment at such time plus the outstanding principal amount of the Term Loans at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the
issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing
limits, and subject to the terms and conditions hereof, the 

  

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 Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and
from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 
 (b) The L/C Issuer
shall not issue any Letter of Credit, if: 
 (i) Subject to §4.1.6, the expiry date of such requested Letter of Credit
would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 
 (ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. 
 (c) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: 
 (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request
that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which
the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the L/C Issuer in good faith
deems material to it; 
 (ii) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer
applicable to letters of credit generally; 
 (iii) such Letter of Credit is to be denominated in a currency other than
Dollars; 
 (iv) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any
drawing thereunder; or 
 (v) a default of any Revolving Credit Lender’s obligations to fund under §4.1.4 exists or
any Revolving Credit Lender is at such time a Delinquent Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.

  

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 (d) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 
 (e) The L/C Issuer shall
be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit. 
 (f) The L/C Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in §14 with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in
§14 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 
 4.1.2. Procedures for the Issuance and Amendment of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to
the L/C Issuer (with a copy to the Administrative Agent) in the form of Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer
and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance
date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request
for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C 

  

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 Issuer and the Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. 
 (b) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent, the Borrower or any Guarantor, at least one
Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §§11 or 12 shall not then be satisfied, then, subject to the terms and conditions
hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary
business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount
equal to the product of such Lender’s Commitment Percentage times the amount of such Letter of Credit. 
 (c)
Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true
and complete copy of such Letter of Credit or amendment. 
 4.1.3. Applicability of the ISP and Uniform Customs.
Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the “International Standby Practices
1998” (ISP) published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. 
 4.1.4. Reimbursement Obligations of Lenders. Each Revolving Credit Lender severally agrees that it shall be absolutely and
unconditionally liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent or circumstance whatsoever, including (A) any setoff, counterclaim, recoupment, defense or other right which such
Revolving Credit Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever or (B) any other occurrence, event or condition, whether or not similar to any of the foregoing, to the extent of such Revolving
Credit Lender’s 

  

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Commitment Percentage, to reimburse the L/C Issuer through the Administrative Agent on demand for the amount of each draft paid by the L/C Issuer under each
Letter of Credit to the extent that such amount is not reimbursed by the Borrower pursuant to §4.2 (such agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender). 
 4.1.5. Participations of Lenders. Each such payment made by a Revolving Credit Lender shall be treated as the purchase by
such Lender of a participating interest in the Borrower’s Reimbursement Obligation under §4.2 in an amount equal to such payment. Each Revolving Credit Lender shall share in accordance with its participating interest in any interest which
accrues pursuant to §4.2 and in any applicable security for such Reimbursement Obligation. 
 4.1.6. Auto-Extension
Letters of Credit. If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an
“Auto-Extension Letter of Credit”); provided that (i) any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date
of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than on the date (the “Non-Extension Notice Date”) in each such twelve-month period as agreed upon at the time such Letter of Credit
is issued and (ii) any extension of a Auto-Extension Letter of Credit shall not extend the expiry date of such Letter of Credit to a date later than the Letter of Credit Expiration Date. Unless otherwise directed by the L/C Issuer, the Borrower
shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the
extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of §4.1.1(b) or (c) or otherwise), or
(B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any Lender, the Borrower or any Guarantor that one or more of the applicable conditions specified in §12 is not then satisfied, and in each such case directing the L/C Issuer not
to permit such extension. 
 4.2. Reimbursement Obligation of the Borrower. In order to induce the L/C Issuer to issue, extend
and renew each Letter of Credit and the Revolving Credit Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the L/C Issuer, for the account of the L/C Issuer or (as the case may be) the Revolving Credit Lenders, with
respect to each Letter of Credit issued, extended or amended by the L/C Issuer hereunder, 
  

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 (a) except as otherwise expressly provided in §4.2(b) and (c), not later than 11:00
a.m. (Boston time) on each date that any draft presented under such Letter of Credit is honored (the “Honor Date”) by the L/C Issuer, or the L/C Issuer otherwise makes a payment with respect thereto, (i) the amount paid by the
L/C Issuer under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the L/C Issuer or any Lender in connection with any payment made by the L/C Issuer or
any Lender under, or with respect to, such Letter of Credit, 
 (b) upon the reduction (but not termination) of the Total
Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Lenders and the L/C Issuer as Cash Collateral for all Reimbursement
Obligations, and 
 (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations
with respect to all Letters of Credit in accordance with §13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Lenders and the L/C Issuer
as Cash Collateral for all Reimbursement Obligations. 
 Each such payment shall be made to the L/C Issuer at the Administrative Agent’s
Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this §4.2 at any time from the date such amounts become due and payable (whether as stated in this §4.2, by acceleration or
otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent, for the benefit of the Lenders and the L/C Issuer, on demand at the rate specified in §5.10 for overdue principal on the Revolving
Credit Loans. 
 4.3. Letter of Credit Payments. (a) If any draft shall be presented or other demand for payment shall be
made under any Letter of Credit, the L/C Issuer shall notify the Administrative Agent and the Borrower of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such
demand for payment. If the Borrower fails to reimburse the L/C Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by the L/C Issuer, the Administrative Agent may at any time thereafter notify the
Lenders of the amount of any such Unpaid Reimbursement Obligation and the amount of each Lender’s Commitment Percentage thereof. In such event, the Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in
an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12
(other than the delivery of a Loan Request). 

  

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Any notice given by the L/C Issuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in writing;
provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to §4.3 make funds available to the Administrative
Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m. on the Business Day specified in such notice by the
Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit
the funds so received to the L/C Issuer. 
 (b) With respect to any Unpaid Reimbursement Obligation that is not fully
refinanced by Base Rate Loans because the conditions set forth in §12 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement
Obligation that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate set forth in §5.10.1. In such event, each Revolving Credit Lender’s payment to the
Administrative Agent for the account of the L/C Issuer pursuant to §4.3(a) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this §4. 
 (c) Until each Revolving Credit Lender funds its Commitment Percentage of the Loans or
participations as set forth in this §4.3 to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the L/C
Issuer. 
 (d) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C
Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this §4.3 by the time specified in §4.3, the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the
foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 
  

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 (e) At any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with §4.3, if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related
Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Commitment
Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. If any payment
received by the Administrative Agent for the account of the L/C Issuer pursuant to §4.3 is required to be returned in connection with any bankruptcy or insolvency proceeding or otherwise (including pursuant to any settlement entered into by the
L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement. 
 4.4. Obligations Absolute. The Borrower’s obligations under this §4 shall be
absolute, irrevocable and unconditional under any and all circumstances and irrespective of the occurrence of any Default or Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment which the Borrower
may have or have had against the L/C Issuer, the Administrative Agent, any Lender or any beneficiary of a Letter of Credit. The Borrower further agrees with the L/C Issuer, the Administrative Agent and the Lenders that the L/C Issuer, the
Administrative Agent and the Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligations under §4.2 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements
thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, the beneficiary of any Letter of Credit or any financing institution or other party to
which any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower against the beneficiary of any Letter of Credit or any such transferee. The L/C Issuer, the Administrative Agent and the Lenders shall not be liable
for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrower agrees that any action taken or omitted by the L/C Issuer, the
Administrative Agent or any Lender under or in connection with each Letter of Credit and the related drafts and documents, if done in good faith and in the absence of gross negligence or willful misconduct, shall be binding upon the Borrower and
shall not result in any liability on the part of the L/C Issuer, the Administrative Agent or any Lender to the Borrower. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in
the event of any claim of 

  

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noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 
 4.5. Role of Issuer. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight
draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of
any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in §4.4; provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 
 4.6. Letter of Credit Fees. The Borrower agrees to pay to the Administrative Agent in respect of each Letter of Credit the following fees
(each, a “Letter of Credit Fee”) computed for the period from and including the date of issuance, extension or amendment of such Letter of Credit to the expiry date of such Letter of Credit equal to the Applicable Margin per annum
with respect to Letter of Credit Fees of the maximum amount available to be drawn under such Letter of Credit, which shall be for the accounts of the Revolving Credit Lenders in accordance with their respective Commitment 

  

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Percentages. Such Letter of Credit Fees shall be payable quarterly in arrears on the first Business Day of each calendar quarter (or portion thereof) for the
immediately preceding calendar quarter and on the Maturity Date. In addition, the Borrower agrees to pay a fronting fee at the rate per annum specified in the Fee Letter of the maximum amount available to be drawn under such Letter of Credit, which
shall be for the account of the L/C Issuer and which shall be payable quarterly in arrears on the first Business Day of each calendar quarter (or portion thereof) for the immediately preceding calendar quarter and on the Maturity Date. In respect of
each Letter of Credit, the Borrower shall also pay to the L/C Issuer for the L/C Issuer’s own account, at such other time or times as such charges are customarily made by the L/C Issuer, the L/C Issuer’s customary issuance, amendment,
negotiation or document examination and other administrative fees as in effect from time to time. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 
 4.7. Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing
request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately
Cash Collateralize the then Maximum Drawing Amount and any Unpaid Reimbursement Obligations. Sections 3.2, 4.2(b), 4.2(c) and 4.3(e) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this
§4.7 and §§3.2, 4.2(b), 4.2(c) and 4.3(e), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the Maximum
Drawing Amount and any Unpaid Reimbursement Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the
Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances
therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. 
 4.8. Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 
 5. CERTAIN GENERAL PROVISIONS. 
 5.1. Fees. The Borrower agrees to pay the fees in the amounts and on the terms and conditions set forth in the Fee Letter. 
 5.2. Funds for Payments. 
 5.2.1. Payments to Administrative Agent. All payments of
principal, interest, Reimbursement Obligations, fees and any other amounts due hereunder or under any of the other Loan Documents shall be made on the due date thereof to the Administrative Agent in Dollars, for the respective accounts of the
Lenders 

  

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and/or the Administrative Agent, the L/C Issuer or the Swing Line Lender, as the case may be, at the Administrative Agent’s Office or at such other
place that the Administrative Agent may from time to time designate, in each case at or about 11:00 a.m. (Boston, Massachusetts, time or other local time at the place of payment) and in immediately available funds. 
 5.2.2. No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made
without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter
imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with
respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such
amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative
Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or
paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory
restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would
avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such
Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made
pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income. 
 5.2.3. Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S.
Lender”) hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date of the first payment by the Borrower hereunder to be made to such Lender or the Administrative Agent or for such Lender’s or the
Administrative Agent’s account, deliver to the Borrower and the Administrative Agent, as applicable, such certificates, documents or other 

  

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 evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including
(a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or
statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of
principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in
the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of
Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of
Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any
governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of
Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service
Form W-8 or W-9, as applicable (or successor forms). Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent the forms previously
delivered by it pursuant to this section are no longer effective, and promptly upon the Borrower’s or the Administrative Agent’s reasonable request after the occurrence of any other event (including the passage of time) requiring the
delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrower and the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a
properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto). 
 5.3.
Computations. All computations of interest for Base Rate Loans and Swing Line Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a
365-day year). Except as otherwise provided in the definition of the term “Interest Period” with respect to Eurodollar Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day
that is not a Business Day, the due date for such 

  

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 payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The
outstanding amount of the Revolving Credit Loans as reflected on the Revolving Credit Note Records from time to time shall be considered correct and binding on the Borrower unless within five (5) Business Days after receipt of any notice by the
Administrative Agent or any of the Lenders of such outstanding amount, the Administrative Agent or such Lender shall notify the Borrower to the contrary. The outstanding amount of the Term Loan as reflected on the Term Loan Note Records from time to
time shall be considered correct and binding on the Borrower unless within five (5) Business Days after receipt of any notice by the Administrative Agent or any of the Lenders of such outstanding amount, the Administrative Agent or such Lender
shall notify the Borrower to the contrary. 
 5.4. Inability to Determine Eurodollar Rate. In the event, prior to the
commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the
Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately
and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and
the Lenders) to the Borrower and the Lenders. In such event (i) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (ii) each
Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the
Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the Lenders. 
 5.5. Illegality. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the
interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Rate Loans, such Lender shall forthwith give notice of such circumstances to the Borrower and the other Lenders and thereupon (a) the
commitment of such Lender to make Eurodollar Rate Loans or convert Base Rate Loans to Eurodollar Rate Loans shall forthwith be suspended and (b) such Lender’s Revolving Credit Loans then outstanding as Eurodollar Rate Loans, if any, shall
be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such Eurodollar Rate Loans or within such earlier period as may be required by law. The Borrower hereby agrees promptly to pay the Administrative
Agent for the account of such Lender, upon demand by such Lender, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion in accordance with this §5.5, including any interest or
fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. 
  

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 5.6. Additional Costs, etc. If any present or future applicable law, which expression, as
used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having
the force of law), shall: 
 (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee,
deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or
profits of such Lender or the Administrative Agent or withholdings in connection with such taxes), or 
 (b) materially change
the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Revolving Credit Loans, Swing Line Loans or any other amounts payable to any Lender or the Administrative
Agent under this Credit Agreement or any of the other Loan Documents, or 
 (c) impose or increase or render applicable (other
than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve (other than reserves included within the definition of Eurocurrency Reserve Rate), assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or 
 (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other
Loan Documents, any Letters of Credit, the Swing Line Loans, the Revolving Credit Loans, such Lender’s Commitment, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Lender’s
Commitment forms a part, and the result of any of the foregoing is 
 (i) to increase the cost to any Lender of making,
funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans, Swing Line Loans or such Lender’s Commitment or any Letter of Credit, or 
 (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative
Agent hereunder on account of such Lender’s Commitment, any Letter of Credit, any of the Swing Line Loans or any of the Revolving Credit Loans, or 
  

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 (iii) to require such Lender or the Administrative Agent to make any payment or to forego
any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed
received by such Lender or the Administrative Agent from the Borrower hereunder, 
 then, and in each such case, the Borrower will, upon
demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as will be
sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. 
 5.7. Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change
in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for Lenders or Lender holding companies or any change in the interpretation or application thereof by a
Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a
level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to
capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower
of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on
which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrower and such Lender are unable to agree to such adjustment within thirty (30) days
of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will,
in such Lender’s reasonable determination, provide adequate compensation. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis. 
  

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 5.8. Certificate. A certificate setting forth any additional amounts payable pursuant to
§5.6 or 5.7 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing. 
 5.9. Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from and against any loss, cost or expense
(including loss of anticipated profits) that such Lender may sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or any interest on any Eurodollar Rate Loans as and when due and payable,
including any such loss or expense arising from interest or fees payable by such Lender to banks of funds obtained by it in order to maintain its Eurodollar Rate Loans, (b) default by the Borrower in making a borrowing or conversion after the
Borrower has given (or is deemed to have given) a Loan Request or a Conversion Request relating thereto in accordance with §2.6 or §2.7 or (c) the making of any payment of a Eurodollar Rate Loan or the making of any conversion of any
such Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain any such Loans.

 5.10. Interest After Default. 
 5.10.1. Overdue Amounts. Overdue principal and (to the extent permitted by applicable law) interest on the Revolving Credit Loans, the Term Loan, the Swing Line Loans and all other overdue amounts
payable hereunder or under any of the other Loan Documents shall bear interest from the due date compounded monthly and payable on demand at a rate per annum equal to two percent (2%) above the rate of interest then applicable thereto (or, if
no rate of interest is then applicable thereto, the Base Rate) until such amount shall be paid in full (after as well as before judgment). An amount shall be considered overdue hereunder if not paid on the date fixed for payment herein or any
accelerated maturity thereof, regardless of any grace periods which may be permitted under §13.1 (a) or (b) hereof. 
 5.10.2. Amounts Not Overdue. During the continuance of an Event of Default the principal of the Revolving Credit Loans and the Term Loan not overdue shall, until such Event of Default has been cured or remedied or such Event
of Default has been waived by the Required Lenders pursuant to §16.12, bear interest at a rate per annum equal to the greater of (a) two percent (2%) above the rate of interest otherwise applicable to such Revolving Credit Loans or
the Term Loan (or portion thereof), as the case may be, pursuant to §2.5 or (b) the rate of interest applicable to overdue principal pursuant to §5.10.1. 
 6. COLLATERAL SECURITY AND GUARANTIES. 
 6.1. Security of Borrower. The
Obligations shall be secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority 

  

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 under applicable law) in all of the assets of the Borrower and, subject to §8.17, each Guarantor, whether now owned
or hereafter acquired, including, without limitation, all leases, lease receivables and other accounts receivable of the Borrower and, subject to §8.17, each Guarantor, and a pledge of 100% of the Capital Stock of each of the Borrower’s
Subsidiaries (or, in the case of a non-Guarantor Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, 66% of the Capital Stock of each such first-tier foreign non-Guarantor Subsidiary), in each case
pursuant to the terms of, and as provided in, the Security Documents to which the Borrower or such Guarantor is a party. 
 6.2.
Guaranties of Subsidiaries. The Obligations shall also be guaranteed pursuant to the terms of the Guaranty. 
 6.3. Release
of Collateral. 
 The parties hereto acknowledge and agree that the Administrative Agent shall release its Lien on Collateral
consisting of Containers and the proceeds thereof upon a request for such release by the Borrower in connection with a disposition of such Collateral permitted by, and in accordance with, §9.5.2. 
 7. REPRESENTATIONS AND WARRANTIES. 
 The Borrower represents and warrants to the Lenders and the Administrative Agent as follows: 
 7.1. Corporate Authority.

 7.1.1. Incorporation; Good Standing. Each of the Borrower and its Subsidiaries (a) is a corporation
(or similar business entity) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, (b) has all requisite corporate (or the equivalent company) power to own its property and
conduct its business as now conducted and as presently contemplated, and (c) is in good standing as a foreign corporation (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is
necessary except where a failure to be so qualified would not have a Material Adverse Effect. 
 7.1.2.
Authorization. The execution, delivery and performance of this Credit Agreement and the other Loan Documents to which the Borrower or any of its Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby
(a) are within the corporate (or the equivalent company) authority of such Person, (b) have been duly authorized by all necessary corporate (or the equivalent company) proceedings, (c) do not and will not conflict with or result in
any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower or any of its Subsidiaries is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or 

  

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 any of its Subsidiaries and (d) do not conflict with any provision of the Governing Documents of, or
any agreement or other instrument binding upon, the Borrower or any of its Subsidiaries. 
 7.1.3. Enforceability.
The execution and delivery of this Credit Agreement and the other Loan Documents to which the Borrower or any of its Subsidiaries is or is to become a party will result in valid and legally binding obligations of such Person enforceable against
it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of
creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. 
 7.2. Governmental or Third Party Approvals. The execution, delivery and performance by the Borrower and any of its Subsidiaries of this
Credit Agreement and the other Loan Documents to which the Borrower or any of its Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby do not require (x) the approval or consent of, or filing with, any
governmental agency or authority other than those already obtained or (y) the approval or consent of, or filing with, any party with whom the Borrower has entered into material agreements and/or instruments by which the Borrower or any of its
properties may be bound, other than those already obtained. 
 7.3. Title to Properties; Leases. Except as indicated on
Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and
assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no Liens or other rights of others, except Permitted Liens. 
 7.4. Financial Statements and Projections. 
 7.4.1. Fiscal Year. The Borrower and each of its Subsidiaries has a fiscal (or financial) year which is the twelve months ending on December 31st of each calendar year. 
 7.4.2.
Financial Statements. 
 There has been furnished to each of the Lenders a consolidated balance
sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and a consolidated statement of income of the Borrower and its Subsidiaries for the fiscal year then ended, certified by KPMG Peat Marwick, and management-prepared consolidated
balance sheets and statements of income of the Borrower and its Subsidiaries as at the end of each fiscal quarter after the Balance Sheet 

  

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 Date and prior to the Closing Date. Such balance sheets and statements of income have been prepared in
accordance with GAAP and fairly present the financial condition of the Borrower as at the close of business on the respective dates thereof and the results of operations for the fiscal periods then ended. There are no contingent liabilities of the
Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheets and the notes related thereto. 
 7.4.3. Projections. The projections of the annual operating budgets of the Borrower and its Subsidiaries on a
consolidated basis, balance sheets and cash flow statements for the 2006 to 2010 fiscal years, copies of which have been delivered to each Lender, disclose all major assumptions made with respect to general economic, financial and market
conditions used in formulating such projections. To the knowledge of the Borrower or any of its Subsidiaries, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections. The projections are
based upon reasonable estimates and assumptions, have been prepared on the basis of the assumptions stated therein and reflect the reasonable estimates of the Borrower and its Subsidiaries of the results of operations and other information projected
therein. 
 7.4.4. No Internal Control Event. To the best knowledge of the Borrower, no Internal Control Event
exists or has occurred since the Balance Sheet Date that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or
the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a consolidated basis. 
 7.5. No Material Adverse Changes, etc. Since the Balance Sheet Date there has been no event or occurrence which has had or would result in
a Material Adverse Effect. Since the Balance Sheet Date, the Borrower has not made any Restricted Payment other than Restricted Payments permitted under §9.4. 
 7.6. Franchises, Patents, Copyrights, etc. The Borrower and each of its Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of
the foregoing, adequate for the conduct of its business substantially as now conducted without known conflict with any rights of others. 
 7.7. Litigation. Except as set forth in Schedule 7.7 hereto, there are no actions, suits, proceedings or investigations of any kind pending or threatened against the Borrower or any of its Subsidiaries before any
Governmental Authority, that (a) if adversely determined, might, either in any case or in the aggregate (i) have a Material Adverse Effect or (ii) materially impair the right of the Borrower and its Subsidiaries, considered as a
whole, to carry on business substantially as now conducted by them, or 
  

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 result in any substantial liability not adequately covered by insurance, or for which adequate reserves are not
maintained on the consolidated balance sheet of the Borrower and its Subsidiaries, or (b) which question the validity of this Credit Agreement or any of the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto.

 7.8. No Materially Adverse Contracts, etc. Neither the Borrower nor any of its Subsidiaries is subject to any Governing
Document or other legal restriction, or any judgment, decree, order, law, statute, rule or regulation that has or is expected in the future to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is a party to any
contract or agreement that has or is expected, in the judgment of the Borrower’s officers, to have any Material Adverse Effect. 
 7.9. Compliance with Other Instruments, Laws, etc. Neither the Borrower nor any of its Subsidiaries is in violation of any provision of its Governing Documents, or any agreement or instrument to which it may be subject or by
which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could result in the imposition of substantial penalties or have a Material Adverse
Effect. 
 7.10. Tax Status. The Borrower and its Subsidiaries (a) have made or filed all federal, state and foreign
income and all other tax returns, reports and declarations required by any jurisdiction to which any of them is subject, (b) have paid all taxes and other governmental assessments and charges shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) have set aside on their books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which
such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and none of the officers of the Borrower know of any basis for any such claim. 

7.11. No Event of Default. No Default or Event of Default has occurred and is continuing. 
 7.12. Holding Company and Investment Company Acts. Neither the Borrower nor any of its Subsidiaries is a “holding company”, or a
“subsidiary company” of a “holding company”, or an “affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 2005; neither Borrower nor any of its subsidiaries
is subject to regulation as a “public utility” under the Federal Power Act, as amended; nor is it an “investment company”, or an “affiliated company” or a “principal
underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940. 
 7.13. Absence of Financing Statements, etc. Except with respect to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of the Borrower or any of its Subsidiaries or any rights relating thereto. 
  

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 7.14. Perfection of Security Interest. All filings, assignments, pledges and deposits of
documents or instruments have been made and all other actions have been taken that are necessary or advisable, under applicable law, to establish and perfect the Administrative Agent’s security interest in the Collateral. The Collateral and the
Administrative Agent’s rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Borrower is the owner of the Collateral free from any Lien, except for Permitted Liens. 
 7.15. Certain Transactions. Except for arm’s length transactions pursuant to which the Borrower or any of its Subsidiaries makes
payments in the ordinary course of business upon terms no less favorable than the Borrower or such Subsidiary could obtain from third parties and except pursuant to the terms of the documents described on Schedule 7.15 hereto, no
Affiliate of the Borrower or any of its Subsidiaries is presently a party to any transaction with the Borrower or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Affiliate or, to the knowledge of the Borrower, any corporation,
partnership, trust or other entity in which any such Affiliate has a substantial interest or is an officer, director, trustee or partner. 
 7.16. Employee Benefit Plans. 
 7.16.1. In General. Each Employee Benefit Plan
and each Guaranteed Pension Plan has been maintained and operated in compliance in all material respects with the provisions of ERISA and all Applicable Pension Legislation and, to the extent applicable, the Code, including but not limited to the
provisions thereunder respecting prohibited transactions and the bonding of fiduciaries and other persons handling plan funds as required by §412 of ERISA. The Borrower has heretofore delivered to the Administrative Agent the most recently
completed annual report, Form 5500, with all required attachments, and actuarial statement required to be submitted under §103(d) of ERISA, with respect to each Guaranteed Pension Plan. 
 7.16.2. Terminability of Welfare Plans. No Employee Benefit Plan, which is an employee welfare benefit plan within
the meaning of §3(1) or §3(2)(B) of ERISA, provides benefit coverage subsequent to termination of employment, except as required by Title I, Part 6 of ERISA or the applicable state insurance laws. The Borrower, or an ERISA Affiliate (other
than Interpool), as appropriate, may terminate each such Plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrower or such ERISA Affiliate (other than Interpool) without
material liability to any Person other than for claims arising prior to termination. 
  

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 7.16.3. Guaranteed Pension Plans. Each contribution required to be
made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of §302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated
funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and neither the Borrower nor any ERISA Affiliate is obligated to or has posted security in connection with an amendment to a
Guaranteed Pension Plan pursuant to §307 of ERISA or §401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower or any ERISA Affiliate with
respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event (other than an ERISA Reportable Event as to which the requirement of 30 days notice has been waived), or any other event or condition which presents a material
risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and
assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans,
disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities. 
 7.16.4. Multiemployer Plans. Neither the Borrower nor any ERISA Affiliate has incurred any material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a result of a sale of assets described in §4204 of ERISA. Neither the Borrower nor any ERISA Affiliate has been notified that any Multiemployer Plan is in
reorganization or insolvent under and within the meaning of §4241 or §4245 of ERISA or is at risk of entering reorganization or becoming insolvent, or that any Multiemployer Plan intends to terminate or has been terminated under
§4041A of ERISA. 
 7.17. Use of Proceeds. 
 7.17.1. General. The proceeds of the Loans shall be used (a) to refinance the Indebtedness under the Existing
Credit Agreement, (b) to repay in full the Existing Interpool Subordinated Debt and to purchase all of Interpool’s Capital Stock in the Borrower , (c) for working capital and general corporate purposes and (d) to fund Capital
Expenditures permitted hereunder. The Borrower will obtain Letters of Credit solely for working capital and general corporate purposes. 
 7.17.2. Regulations U and X. No portion of any Revolving Credit Loan is to be used, and no portion of any Letter of Credit is to be obtained, for the purpose of purchasing or carrying any
“margin security” or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224. 
  

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 7.18. Environmental Compliance. The Borrower has taken all reasonable and necessary steps
to investigate the past and present condition and usage of the Real Estate and the operations conducted thereon and, based upon such diligent investigation, has determined that: 
 (a) none of the Borrower, its Subsidiaries or any operator of the Real Estate or any operations thereon is in violation, or alleged
violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act (“RCRA”), the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the Federal Clean Water Act, the Federal Clean
Air Act, the Toxic Substances Control Act, or any state, local or foreign law, statute, regulation, ordinance, order or decree relating to health, safety or the environment (hereinafter “Environmental Laws”), which violation could
have a material adverse effect on the environment or a Material Adverse Effect; 
 (b) neither the Borrower nor any of its
Subsidiaries has received notice from any third party including, without limitation, any Governmental Authority, (i) that any one of them has been identified by the United States Environmental Protection Agency (“EPA”) as a
potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substances as defined
by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) and any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws (“Hazardous
Substances”) which any one of them has generated, transported or disposed of has been found at any site at which a Governmental Authority has conducted or has ordered that any Borrower or any of its Subsidiaries conduct a remedial
investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent
or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances; 
 (c) except as set forth on Schedule 7.18 attached hereto, to the best of the Borrower’s knowledge: (i) no portion
of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws; and no underground tank or other underground storage receptacle for Hazardous
Substances is located on any portion of the Real Estate; (ii) in the course of any activities conducted by the 

  

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 Borrower, its Subsidiaries or operators of its properties, no Hazardous Substances have been generated or
are being used on the Real Estate except in accordance with applicable Environmental Laws; (iii) there have been no releases (i.e. any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, disposing or dumping) or threatened releases of Hazardous Substances on, upon, into or from the properties of the Borrower or its Subsidiaries, which releases could have a material adverse effect on the value of any of the Real Estate or
adjacent properties or the environment; (iv) to the best of the Borrower’s knowledge, there have been no releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater
contamination, may have come to be located on, and which could have a material adverse effect on the value of, the Real Estate; and (v) in addition, any Hazardous Substances that have been generated on any of the Real Estate have been
transported offsite only by carriers having an identification number issued by the EPA (or the equivalent thereof in any foreign jurisdiction), treated or disposed of only by treatment or disposal facilities maintaining valid permits as required
under applicable Environmental Laws, which transporters and facilities have been and are, to the best of the Borrower’s knowledge, operating in compliance with such permits and applicable Environmental Laws; and 
 (d) none of the Borrower and its Subsidiaries, nor any of the Real Estate is subject to any applicable Environmental Law requiring the
performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any Governmental Authority or the recording or delivery to other Persons of an environmental disclosure document
or statement by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby. 
 7.19. Subsidiaries, etc. Schedule 7.19(a) hereto sets forth the only Subsidiaries of the Borrower, including the jurisdiction of incorporation/formation and principal place of business or
registered office, as the case may be, of each such Person. Except as set forth on Schedule 7.19(b) hereto, neither the Borrower nor any Subsidiary of the Borrower is engaged in any joint venture or partnership with any other Person.

 7.20. Bank Accounts. Schedule 7.20 sets forth the account numbers and location of all bank accounts of the
Borrower and its Subsidiaries. The aggregate amount of collected funds held in each such deposit account (other than deposit accounts maintained with the Administrative Agent) shall not at the close of any Business Day exceed the amount specified
for such account on Schedule 7.20 and the aggregate amount of collected funds held in all such deposit accounts (other than deposit accounts maintained with the Administrative Agent) shall not at the close of any Business Day exceed
two million Dollars ($2,000,000). 
 7.21. Disclosure. None of this Credit Agreement or any of the other Loan Documents
contains any untrue statement of a material fact or omits to state a material 

  

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 fact (known to the Borrower or any of its Subsidiaries in the case of any document or information not furnished by it or
any of its Subsidiaries) necessary in order to make the statements herein or therein not misleading. There is no fact known to the Borrower or any of its Subsidiaries which has a Material Adverse Effect, or which is reasonably likely in the future
to have a Material Adverse Effect, exclusive of effects resulting from changes in general economic conditions, legal standards or regulatory conditions. 
 7.22. Status of Obligations as Senior Debt. All Obligations of the Borrower and its Subsidiaries to the Lenders and the Administrative Agent under or in respect of this Credit Agreement and the other
Loan Documents constitute “Senior Debt” (or the analogous term used therein) under the terms of the Subordination Documents or of any other instrument evidencing or pursuant to which there is issued indebtedness which purports to be
Subordinated Debt of the Borrower or any of its Subsidiaries. 
 7.23. Solvency. Both before and after giving effect to each
incurrence of Indebtedness hereunder, and the payment of all fees, costs and expenses payable by the Borrower hereunder, the Borrower is Solvent. 
 7.24. Insurance. The Borrower and each of its Subsidiaries maintain with financially sound and reputable insurers insurance with respect to its properties and businesses against such casualties and contingencies as are set
forth on Schedule 7.24 hereto, and such insurance is in accordance with sound business practices in accordance with industry standards and the terms of the Security Documents. 
 7.25. Foreign Assets Control Regulations, Etc. None of the requesting or borrowing of the Revolving Credit Loans, the Swing Line Loans, the
requesting or issuance, extension or renewal of any Letters of Credit or the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. §1 et seq., as amended) (the “Trading With the
Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or
any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, neither the Borrower nor any of its Subsidiaries or other Affiliates that are controlled by the Borrower (a) is or will become a “blocked person” as described in the
Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person”. 
 7.26. Taxpayer Identification Number. The Borrower’s true and correct U.S. taxpayer identification number is set forth on Schedule
16.6.1. 
  

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 8. AFFIRMATIVE COVENANTS. 
 The Borrower covenants and agrees that, so long as any Revolving Credit Loan, Unpaid Reimbursement Obligation, Letter of Credit, Swing Line Loan, Term
Loan or Note is outstanding or any Lender has any obligation to make any Revolving Credit Loans or the L/C Issuer has any obligation to issue, extend or renew any Letters of Credit or the Swing Line Lender has any obligation to make Swing Line
Loans: 
 8.1. Punctual Payment. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the
Loans, all Reimbursement Obligations, all Swing Line Loans, the fees and all other amounts provided for in this Credit Agreement and the other Loan Documents to which the Borrower or any of its Subsidiaries is a party, all in accordance with the
terms of this Credit Agreement and such other Loan Documents. 
 8.2. Maintenance of Office. The Borrower will maintain its
chief executive office in San Francisco, California, or at such other place in the United States of America as the Borrower shall designate upon thirty days’ prior written notice to the Administrative Agent, where notices, presentations and
demands to or upon the Borrower in respect of the Loan Documents to which the Borrower is a party may be given or made. In the event the Borrower moves its chief executive office to another location within the State of California, thirty days’
prior telephonic notice to the Administrative Agent shall be sufficient. 
 8.3. Records and Accounts.

 (a) The Borrower will (i) keep, and cause each of its Subsidiaries to keep, true and accurate records and
books of account in which full, true and correct entries will be made in accordance with GAAP, (ii) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation, depletion, obsolescence and amortization of its
properties and the properties of its Subsidiaries, contingencies, and other reserves, and (iii) at all times engage KPMG Peat Marwick or other independent certified public accountants satisfactory to the Administrative Agent as the independent
certified public accountants of the Borrower and its Subsidiaries and will not permit more than thirty (30) days to elapse between the cessation of such firm’s (or any successor firm’s) engagement as the independent certified public
accountants of the Borrower and its Subsidiaries and the appointment in such capacity of a successor firm as shall be reasonably satisfactory to the Administrative Agent. 
 (b) From time to time upon the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent a list of the
names, addresses, face value, and dates of invoices for each debtor obligated on such an account receivable. The Borrower shall provide to the Administrative Agent upon request copies of leases to which any portion of the Collateral is subject.

  

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 8.4. Financial Statements, Certificates and Information. The Borrower will deliver to each
of the Lenders: 
 (a) as soon as practicable, but in any event not later than one hundred twenty (120) days after the
end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow for such year, each
setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with GAAP, and certified, without qualification and without an expression of
uncertainty as to the ability of the Borrower or any of its Subsidiaries to continue as going concerns, by KPMG Peat Marwick or by other independent certified public accountants satisfactory to the Administrative Agent, together with a written
statement from such accountants to the effect that they have read §§9 and 10 of this Credit Agreement and all the definitions associated therewith, and that, in making the examination necessary to said certification, they have obtained no
knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that
such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default; 
 (b)
as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such quarter, and the related consolidated statement of income and consolidated statement of cash flow for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP, together with a
certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to
year-end adjustments); 
 (c) as soon as practicable, but in any event within forty-five (45) days after the end of each
month in each fiscal year of the Borrower, an unaudited monthly consolidated balance sheet and consolidated statement of income of the Borrower and its Subsidiaries for such month prepared in accordance with GAAP, together with a certification by
the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Borrower and its Subsidiaries on the date thereof (subject to year-end
adjustments); 
 (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and
(b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit D hereto (a “Compliance Certificate”) and setting forth in reasonable


  

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 detail computations evidencing compliance with the covenants contained in §10 and (if applicable)
reconciliations to reflect changes in GAAP since the Balance Sheet Date; 
 (e) contemporaneously with the filing or mailing
thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Borrower; 
 (f) within forty-five days (45) days of the end of each calendar month and, in any case, simultaneously with the delivery of a Loan Request in accordance with §2.9, and at the times specified in §9.5.2
and at such other times as the Administrative Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, the date of such Loan Request or other date so requested by the Administrative
Agent, as the case may be; 
 (g) simultaneously with the delivery of the financial statements referred to in subsection
(b) above and at such other times as the Administrative Agent may reasonably request, a summary Accounts Receivable (including Eligible Container Receivables) aging report as of the end of each fiscal quarter of the Borrower, together with a
list of account debtors and the associated Accounts Receivable with the largest overdue face amounts as of the end of each fiscal quarter, and otherwise in form and detail satisfactory to the Administrative Agent, together with a list of the twenty
(20) account debtors with whom the Borrower transacted the largest volume of business during such fiscal quarter; 
 (h)
as soon as practicable, but in any event not later than 45 days after request by the Administrative Agent made after determining in its discretion that an appraisal or reappraisal of the value of Eligible Containers of the Borrower or any Subsidiary
of the Borrower is necessary, an appraisal or reappraisal, as the case may be, of the value of such Eligible Containers, which appraisal or reappraisal shall be conducted at the expense of the Borrower or such Subsidiary by an appraiser selected by
the Administrative Agent in form and substance satisfactory to the Administrative Agent; 
 (i) simultaneously with the
delivery of the financial statements referred to in subsection (a) above and from time to time upon request of the Administrative Agent, a copy of the Borrower’s business plan, budget and financial forecast prepared on a monthly or
quarterly basis for the then current fiscal year, all in such form and detail as the Lenders may reasonably request, updating those projections delivered to the Lenders and referred to in §7.4.3 or, if applicable, updating any later such
projections delivered in response to a request pursuant to this §8.4(i); 
 (j) simultaneously with the delivery of the
financial statements referred to in subsection (c) above, a report listing the aggregate number of 

  

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 Containers owned, rented, leased or managed by the Borrower and its Subsidiaries, together with monthly
utilization rate and per diem rental rate information with respect to the Containers in form and detail satisfactory to the Agent; 
 (k) from time to time such other financial data and information (including accountants’ management letters) as the Administrative Agent or any Lender may reasonably request; and 
 (l) simultaneously with the delivery thereof to Interpool or other holder of Subordinated Debt, copies of any notices with respect to the
Subordinated Debt delivered from time to time to Interpool or such other holder pursuant to the relevant Subordination Documents. 
 The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity
securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized
the Administrative Agent, the Arranger, the L/C Issuer, the Swing Line Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing or anything to the contrary contained herein, the Borrower shall be under no
obligation to mark any Borrower Materials “PUBLIC.” 
 8.5. Notices. 
 8.5.1. Defaults. The Borrower will promptly notify the Administrative Agent and each of the Lenders in writing of the
occurrence of any Default or Event of Default, together with a reasonably detailed description thereof, and the 

  

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 actions the Borrower proposes to take with respect thereto. If any Person shall give any notice or take
any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Credit Agreement or any other note, evidence of indebtedness, indenture or other obligation in excess of $100,000 in principal amount to
which or with respect to which the Borrower or any of its Subsidiaries is a party or obligor, whether as principal, guarantor, surety or otherwise, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the
Lenders, describing the notice or action and the nature of the claimed default. 
 8.5.2. Environmental
Events. The Borrower will promptly give notice to the Administrative Agent and each of the Lenders (a) of any violation of any Environmental Law that the Borrower or any of its Subsidiaries reports in writing or is reportable by such
Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and (b) upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from
any agency of potential environmental liability, of any Governmental Authority that could have a Material Adverse Effect. 
 8.5.3. Notification of Claim against Collateral. The Borrower will, immediately upon becoming aware thereof, notify the Administrative Agent and each of the Lenders in writing of any setoff, claims (including, with
respect to the Real Estate, environmental claims), withholdings or other defenses to which any of the Collateral, or the Administrative Agent’s rights with respect to the Collateral, are subject. 
 8.5.4. Notice of Litigation and Judgments. The Borrower will, and will cause each of its Subsidiaries to, give notice
to the Administrative Agent and each of the Lenders in writing within fifteen (15) days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower or any of its
Subsidiaries or to which the Borrower or any of its Subsidiaries is or becomes a party involving an uninsured claim against the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect on the Borrower
or any of its Subsidiaries and stating the nature and status of such litigation or proceedings. The Borrower will, and will cause each of its Subsidiaries to, give notice to the Administrative Agent and each of the Lenders, in writing, in form and
detail satisfactory to the Administrative Agent, within ten (10) days of any judgment not covered by insurance, final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $250,000. 
 8.5.5. Notice of ERISA Event. The Borrower will, and will cause each of its Subsidiaries to, give prompt notice to
the Administrative Agent and each of the Lenders in writing upon the occurrence of any ERISA Event. 
  

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 8.5.6. Notice of Change in Accounting or Financial Reporting
Practices. The Borrower will, and will cause each of its Subsidiaries to, give prompt notice to the Administrative Agent and each of the Lenders in writing of any material change in accounting policies or financial reporting practices by the
Borrower or any of its Subsidiaries. 
 8.5.7. Notice of an Internal Control Event. The Borrower will, and will
cause each of its Subsidiaries to, give prompt notice to the Administrative Agent and each of the Lenders in writing upon the occurrence of any Internal Control Event. 
 8.6. Legal Existence; Maintenance of Properties. The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and
those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company or a limited liability partnership. It (i) will use commercially reasonable efforts to cause all of its
properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with
all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided
that nothing in this §8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the
conduct of its or their business and that do not in the aggregate have a Material Adverse Effect. 
 8.7. Insurance. The
Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with the
general practices of businesses engaged in similar activities in similar geographic areas and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent and in accordance with the terms of the Security
Agreement. 
 8.8. Taxes. The Borrower will, and will cause each of its Subsidiaries to, duly pay and discharge, or cause to be
paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all
claims for labor, materials, or supplies that if unpaid might by law become a Lien or charge upon any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and if the Borrower or 
  

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 such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided
further that the Borrower and each Subsidiary of the Borrower will pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor.

 8.9. Inspection of Properties and Books, etc. 
 8.9.1. General. Subject to §16.4, the Borrower shall permit the Lenders, through the Administrative Agent or any
of the Lenders’ other designated representatives upon reasonable advance notice and at reasonable time during normal business hours, to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, to examine the books of
account of the Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with, and to be advised as to the same by, its and their
officers, and to conduct examinations and verifications (whether by internal commercial finance examiners or independent auditors) of all components included in the Borrowing Base, all at such reasonable times and intervals as the Administrative
Agent or any Lender may reasonably request. 
 8.9.2. Collateral Reports. No more frequently than twice
during each calendar year, or more frequently as determined by the Administrative Agent if an Event of Default shall have occurred and be continuing, upon the request of the Administrative Agent, the Borrower will obtain and deliver to the
Administrative Agent, or, if the Administrative Agent so elects, will cooperate with the Administrative Agent in the Administrative Agent’s obtaining, a report of an independent collateral auditor satisfactory to the Administrative Agent (which
may be affiliated with one of the Lenders) with respect to the Containers and/or the other components included in the Borrowing Base, which report shall indicate whether or not the information set forth in the Borrowing Base Report most recently
delivered is accurate and complete in all material respects based upon a review by such auditors of the Accounts Receivable (including verification with respect to the amount, aging, identity and credit of the respective account debtors and the
billing practices of the Borrower or its applicable Subsidiary) and Containers (including verification as to the value, location and respective types). All such collateral value reports shall be conducted and made at the expense of the Borrower.

 8.9.3. Appraisals. No more frequently than once each calendar year, or more frequently as determined
by the Administrative Agent if an Event of Default shall have occurred and be continuing, upon the reasonable request of the Administrative Agent, the Borrower will obtain and deliver to the Administrative Agent appraisal reports in form and
substance and from appraisers satisfactory to the Administrative Agent, stating (a) the then current fair market, orderly liquidation and forced liquidation values of all or any portion of the equipment or real estate owned by the Borrower or
any of its Subsidiaries and (b) the then current business value of each of the Borrower and its Subsidiaries. All such appraisals shall be conducted and made at the expense of the Borrower. 
  

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 8.9.4. Environmental Assessments. Upon reasonable notice by the
Administrative Agent, under any of the circumstances described herein, the Administrative Agent may, from time to time, upon the direction of the Required Lenders, for the purpose of assessing and ensuring the value of any Real Estate, obtain one or
more environmental assessments or audits of such Real Estate prepared by a hydrogeologist, an independent engineer or other qualified consultant or expert approved by the Administrative Agent to evaluate or confirm (a) whether any Hazardous
Materials are present in the soil or water at such Real Estate and (b) whether the use and operation of such Real Estate complies with all Environmental Laws. Environmental assessments may be obtained (a) in the event the Borrower
purchases any Real Estate without providing the Lenders with copies of satisfactory environmental assessments or audit obtained by the Borrower, (b) if the Administrative Agent or Required Lenders have a reasonable objective basis to suspect
that there has been a “release” or threatened “release” of any Hazardous Substance or (c) with respect to any Real Estate in which the Administrative Agent has a security interest, after the occurrence of a Default of Event
of Default. Environmental assessments may include without limitation detailed visual inspections of such Real Estate including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of
soil samples, surface water samples and ground water samples, as well as such other investigations or analyses as the Administrative Agent deems appropriate. The reasonable costs and expenses of such environmental assessments shall be borne by the
Borrower. 
 8.9.5. Communications with Accountants. The Borrower authorizes the Administrative Agent
and, if accompanied by the Administrative Agent, the Lenders to communicate directly with the Borrower’s independent certified public accountants regarding the financial statements delivered pursuant to §8.4 and, in connection therewith,
authorizes such accountants to disclose to the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letter with respect to the business,
financial condition and other affairs of the Borrower or any of its Subsidiaries. At the request of the Administrative Agent, the Borrower shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this
§8.9.5. 
 8.10. Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will, and will cause each of its
Subsidiaries to, comply (a) in all material respects with the applicable laws and regulations wherever its business is conducted, including all Environmental Laws, (b) with the provisions of its Governing Documents, (c) with all
agreements and instruments by which it or any of its properties may be bound and (d) with all applicable decrees, orders, and judgments. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of
any 

  

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government shall become necessary or required in order that the Borrower or any of its Subsidiaries may fulfill any of its obligations hereunder or under any
of the other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of the Borrower or
such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. 
 8.11. Employee Benefit Plans. The Borrower will (a) promptly upon filing the same with the Department of Labor or Internal Revenue Service, furnish to the Administrative Agent a copy of the most
recent actuarial statement required to be submitted under §103(d) of ERISA and Annual Report, Form 5500, with all required attachments, in respect of each Guaranteed Pension Plan, (b) promptly upon receipt or dispatch, furnish to the
Administrative Agent any notice, report or demand sent or received in respect of a Guaranteed Pension Plan under §§302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under §§4041A,
4202, 4219, 4242, or 4245 of ERISA. 
 8.12. Use of Proceeds. The Borrower will use the proceeds of the Loans and obtain
Letters of Credit solely for the purposes set forth in §7.17.1. 
 8.13. Bank Accounts. The Borrower will, and will cause
each of its Subsidiaries to, together with the employees, agents and other Persons acting on behalf of the Borrower or such Subsidiary, receive and hold in trust for the Administrative Agent and the Lenders all payments constituting proceeds of
Collateral which come into their possession or under their control and, immediately upon receipt thereof, deposit such payments in the form received, with any appropriate endorsements, in one of the accounts designated as a central depository
account on Schedule 7.20. 
 8.14. Additional Mortgaged Property. 
 (a) If, after the Closing Date, the Borrower or any of its Subsidiaries acquires a fee interest in Real Estate, the Borrower shall, or
shall cause such Subsidiary to, deliver, within thirty (30) days of such acquisition, to the Administrative Agent for the benefit of the Lenders and the Administrative Agent a fully executed valid and enforceable first priority mortgage or deed
of trust over such acquired Real Estate free and clear of all defects and encumbrances except for Permitted Liens. 
 (b) If,
after the Closing Date, the Borrower intends to lease Real Estate, or to lease office space where it intends to maintain books and records relating to its business, the Borrower shall use reasonable best efforts to ensure that such lease permits the
Administrative Agent to obtain a first priority leasehold mortgage over such leased Real Estate and to obtain from the landlord a waiver in form and substance satisfactory to the Administrative Agent which acknowledges and consents to the
Administrative Agent’s Liens on the personal 

  

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 property of the Borrower maintained on such leased property and subordinates the landlord’s claim to
such property to that of the Administrative Agent and permits the Administrative Agent to enter such Real Estate in connection with the exercise of the Administrative Agent’s rights with respect to such Liens. Upon the execution of such lease,
the Borrower shall promptly deliver to the Administrative Agent a copy of such lease, and, to the extent permitted by the applicable lease, the Borrower shall deliver forthwith to the Administrative Agent for the benefit of the Lenders and the
Administrative Agent a fully executed, valid and enforceable first priority leasehold mortgage over such leased Real Estate, free and clear of all defects and encumbrances except for Permitted Liens. 
 (c) Each such mortgage, leasehold mortgage or deed of trust referred to in §8.14(a) and (b) shall be in form and substance
satisfactory to the Administrative Agent, together with title insurance policies, surveys, evidences of insurance with the Administrative Agent named as loss payee and additional insured, legal opinions and other documents and certificates with
respect to such Real Estate (such policies (for amounts that correspond to the fair market value of such property), surveys, evidence of insurance, opinions and other documents and certificates referred to in this §8.14 as reasonably required
by the Administrative Agent. 
 8.15. Interests in Intellectual Property. The Borrower shall, upon acquisition or creation of
any right, title or interest in any patent, trademark registrations, copyright registrations or service mark registrations, or in any pending applications for the same, promptly, but in no event later than thirty (30) days after such creation
or acquisition, notify the Administrative Agent of the same. The Borrower shall, upon request of the Administrative Agent, execute, acknowledge and deliver all such documents and instruments as the Administrative Agent may reasonably require to
confirm the Administrative Agent’s security interest for the benefit of the Lenders in and to any such patent, trademark or service mark registrations, or applications for the same, as part of the Collateral hereunder and appoints the
Administrative Agent as the Borrower’s attorney-in-fact to execute and file the same. 
 8.16. New Guarantors. In the
event that the Borrower obtains, in accordance with the provisions of §9.15 hereof, the consent of the Required Lenders to create or acquire a new direct or indirect Subsidiary, such Subsidiary shall concurrently with such event, or as soon as
practicable thereafter, execute and deliver to the Administrative Agent an instrument of joinder and accession, in form and substance satisfactory to the Administrative Agent and the Required Lenders, pursuant to which such newly-created or acquired
Subsidiary shall join the Guaranty and, subject to §8.17, the applicable Security Documents, and shall accede to all of the rights and obligations of a Guarantor thereunder, and, pursuant thereto, shall, inter alia, guaranty the
full payment and performance of the Obligations. Further, the Borrower and such Subsidiary shall execute and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent
of this §8.16, including, without limitation, an updated Schedule 7.19 and documentation of the type required to be supplied by the Borrower and initial Guarantors as a condition precedent to the initial Revolving Credit Loans
made hereunder pursuant to §11 hereof. 
  

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 8.17. Collateral Security of Guarantors. If, at any time, any Guarantor owns assets with an
aggregate market value or book value in excess of $2,000,000, such Guarantor shall promptly notify the Administrative Agent thereof and, upon the request of the Administrative Agent, such Guarantor shall become a party to any instruments, agreements
and documents and provide such other documentation as the Administrative Agent shall deem necessary or desirable in order to provide a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under
applicable law) to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in all of the assets of such Guarantor including, without limitation, security agreements, pledge agreements, mortgages or deeds of trust,
Uniform Commercial Code searches and filings (or the equivalent thereof in any applicable foreign jurisdiction), favorable opinions of counsel (including local counsel) to such Guarantor (which shall cover, among other things, the legality,
validity, binding effect and enforceability of, inter alia, the all such documents) and other documentation of the type required to be supplied by the Borrower as a condition precedent to the initial Revolving Credit Loans made hereunder pursuant to
§11 hereof, all in form, content and scope reasonably satisfactory to the Administrative Agent. 
 8.18. Further
Assurances. The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably
request to carry out to their satisfaction the transactions contemplated by this Credit Agreement and the other Loan Documents. 
 9.
CERTAIN NEGATIVE COVENANTS. 
 The Borrower covenants and agrees that, so long as any Revolving Credit Loan, Unpaid Reimbursement
Obligation, Letter of Credit, Swing Line Loan, Term Loan or Note is outstanding or any Lender has any obligation to make any Revolving Credit Loans or the L/C Issuer has any obligation to issue, extend or renew any Letters of Credit or the Swing
Line Lender has any obligation to make Swing Line Loans: 
 9.1. Restrictions on Indebtedness. The Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: 
 (a) Indebtedness to the Lenders and the Administrative Agent arising under any of the Loan Documents; 
 (b) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the
extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §8.8; 
  

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 (c) Indebtedness in respect of judgments or awards that have been in force for less than
the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of
which a stay of execution shall have been obtained pending such appeal or review; 
 (d) endorsements for collection, deposit
or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; 
 (e)
Subordinated Debt; 
 (f) Indebtedness (in addition to similar Indebtedness permitted under clause (g) hereof) incurred
in connection with the acquisition or lease after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Leases, provided that (i) the aggregate principal amount of such
Indebtedness of the Borrower and its Subsidiaries (exclusive of the aggregate principal amount of Nonrecourse Loans) shall not exceed $25,000,000 outstanding at any one time and (ii) the principal amount of such Indebtedness secured by or
relating to the lease of any particular property shall not exceed 100% of the purchase price of such property; 
 (g)
Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; and 
 (h) any renewal
or refinancing of any Indebtedness permitted under this §9.1; provided that any such refinancing or renewal does not (i) increase the aggregate amount of such Indebtedness, (ii) increase the interest rate or fees applicable to,
or shorten the weighted average life to maturity of, such Indebtedness, (iii) change, alter or modify the terms of such Indebtedness in any manner which violates either §9.8 hereof or the Subordination and Intercreditor Agreement or
(iv) add to the collateral, if any, securing such Indebtedness; 
 (i) Indebtedness of the Borrower and its Subsidiaries
consisting of short-term trade credit extended to the Borrower or such Subsidiary in the ordinary course of such Person’s business in connection with the acquisition of Containers and other equipment; provided that such Indebtedness
shall not be in existence for more than 180 days after the occurrence of the transaction giving rise thereto; 
 (j)
Indebtedness in respect of Interest Rate Protection Agreements; 
 (k) Indebtedness of a Subsidiary of the Borrower to the
Borrower consisting of Investments permitted by §9.3(e); 
 (l) Indebtedness consisting of obligations (contingent or
otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract 

  

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 entered into with any Lender or the Administrative Agent, provided that (i) such obligations
are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or
changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting party; and 
 (m) Indebtedness owing to Interpool in
an aggregate amount not to exceed $40,000,000 incurred in connection with the purchase by the Borrower of its common stock from Interpool under the Redemption Agreement and representing the “cash” portion of such purchase price, provided,
that no such Indebtedness shall remain outstanding following the earlier of (i) fourteen (14) days after the Closing Date and (ii) the Drawdown Date of the Term Loan. 
 9.2. Restrictions on Liens. 
 9.2.1. Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its
property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or
purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or
upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of
the term “Indebtedness,” with or without recourse; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: 
 (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by
Subsidiaries of the Borrower to the Borrower; 
 (ii) Liens to secure taxes, assessments and other government charges in
respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; 
  

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 (iii) deposits or pledges made in connection with, or to secure payment of,
workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; 
 (iv) Liens on
properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §9.1(c); 
 (v)
Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; 
 (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and
defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided that none of such Liens (A) interferes
materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; 
 (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; 
 (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase
money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover
only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); 
 (ix) Liens on assets and property of the Borrower and its Subsidiaries in favor of Interpool that secure the Interpool Convertible
Subordinated Debt or the Existing Interpool Subordinated Debt; provided, that all such Liens are at all times junior and subordinate to the Liens granted by the Borrower to the Administrative Agent for the benefit of the Lenders pursuant to
the Security Documents on such terms set forth in the Subordination Documents; 
 (x) Liens in favor of the Administrative
Agent for the benefit of the Lenders and the Administrative Agent securing the Obligations; 
 (xi) Liens consisting of the
interest of a lessee under any lease with respect to Containers where the Borrower is the lessor; 
  

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 (xii) Liens on the property listed on Schedule 9.2 hereto that are granted
to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens encumber the same
property (and no additional assets or property of the Borrower) as secured the Indebtedness that was so refinanced or renewed and (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such
refinancing or renewal; 
 (xiii) interests of lessors in property leased to the Borrower or a Subsidiary under §9.1(f);
and 
 (xiv) Liens on the Borrower’s common stock redeemed pursuant to the Redemption Agreement solely to secure the
Indebtedness permitted under §9.1(m). 
 9.2.2 Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not,
nor will it permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its
Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding
the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to
the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent
permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business. 
 9.3. Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to
remain outstanding any Investment except Investments in: 
 (a) marketable direct or guaranteed obligations of the United
States of America or Japan that mature within one (1) year from the date of purchase by the Borrower; 
 (b) demand
deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; 
  

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 (c) securities commonly known as “commercial paper” issued by a
corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Moody’s, and
not less than “A 1” if rated by S&P; 
 (d) Investments existing on the date hereof and listed on
Schedule 9.3 hereto; 
 (e) Investments by the Borrower in Subsidiaries that are Guarantors; provided
that the aggregate amount of such Investments does not exceed $3,000,000 at any time; 
 (f) Investments consisting of the
Guaranty; 
 (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the
aggregate amount of such Investments shall not exceed $1,500,000 at any time; and 
 (h) Other Investments not exceeding
$5,000,000 in the aggregate outstanding at any time. 
 9.4. Restricted Payments. The Borrower will not make any Restricted
Payments except that, so long as no Default or Event of Default then exists or would result from such payment, the Borrower may make Distributions consisting of (a) the redemption of up to 2,679 shares of the Capital Stock of the Borrower from
certain executive employees of the Borrower (other than Mr. Hiromitsu Ogawa and members of his immediate family) upon the termination of such Person’s employment with the Borrower, (b) provided, that at the time of declaration
and payment thereof and after giving effect to such payment, Excess Availability exceeds $0, dividends in an aggregate amount not to exceed $89,910.00 in any calendar year with respect to no more than 3,000 shares of Borrower’s preferred stock
outstanding on the Closing Date, and (c) the redemption of 25,200 shares of common stock of the Borrower held by Interpool pursuant to the Redemption Agreement, for a purchase price not in excess of $77,500,000, of which not more than
$40,000,000 will be paid in cash by the Borrower (with the remaining amount paid by the Borrower through the issuance of Interpool Convertible Subordinated Debt). 
 9.5. Merger, Acquisitions and Consolidation; Disposition of Assets. 
 9.5.1. Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition
(other than the acquisition of assets in the ordinary course of business consistent with past practices) except the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, with the Borrower as the
surviving entity, or with and into a Subsidiary party to the Guaranty, with the Subsidiary party to the Guaranty as the surviving entity, or the merger or consolidation of two or more Subsidiaries of the Borrower. 
  

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 9.5.2. Disposition of Assets. The Borrower will not, and will not
permit any of its Subsidiaries to, become a party to or agree to or effect any disposition of assets, other than the disposition of assets in the ordinary course of business consistent with past practices, provided that, in connection with
any such disposition of Collateral consisting of Containers having a Net Book Value of $1,000,000 or more and the proceeds thereof, the Borrower shall deliver to the Administrative Agent an updated Borrowing Base Report demonstrating the
Borrower’s compliance with the lending limitations set forth in §2.1 hereof. 
 9.6. Sale and Leaseback. Unless the
Required Lenders shall have given their prior written consent, the Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby the Borrower or any Subsidiary of the Borrower shall
sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower or any Subsidiary of the Borrower intends to use for substantially the same purpose as the property being sold or
transferred, except for such transactions as would be permitted under §9.1(f). 
 9.7. Compliance with Environmental Laws.
The Borrower will not, and will not permit any of its Subsidiaries to, (a) use any of the Real Estate or any portion thereof for the handling, processing, storage or disposal of Hazardous Substances, (b) cause or permit to be located on
any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances, (c) generate any Hazardous Substances on any of the Real Estate, (d) conduct any activity at any Real Estate or use any Real
Estate in any manner so as to cause a release (i.e. releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping) or threatened release of Hazardous Substances on, upon or into
the Real Estate or (e) otherwise conduct any activity at any Real Estate or use any Real Estate in any manner that would violate any Environmental Law or bring such Real Estate in violation of any Environmental Law. 
 9.8. Subordinated Debt. The Borrower will not, nor will it permit any of its Subsidiaries to, amend, supplement or otherwise modify the
terms of any of the Subordinated Debt or any of the Subordination Documents (a) which amendment, supplement or modification effects any increase in the principal amount of the Subordinated Debt except through the issuance of additional
Subordinated Notes in payment of interest on the Subordinated Notes, the interest rate thereon or any fees thereunder, or shortens the maturity or average life to maturity thereof, adds or modifies to make more burdensome to the Borrower the terms
of any required prepayments, redemptions, or repurchases (other than waivers or deferrals thereof) thereunder, modifies the terms of the subordination provisions thereof, or makes more burdensome to the Borrower or such Subsidiary, the financial
covenants contained therein or adds additional such covenants or events of default therein or (b) which amendment, supplement or 

  

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 modification relates to other terms and provisions of the Subordinated Debt and the cumulative effect of which is to make
the Subordinated Debt materially more restrictive of the Borrower or its Subsidiaries, or materially adversely affect the Administrative Agent’s or the Lender’s rights or interests thereunder or under the Loan Documents or the
Borrower’s ability to fulfill its obligations under the Loan Documents. The Borrower will not, nor will it permit any of its Subsidiaries to prepay, redeem or repurchase or issue any notice of redemption with respect to, or take any other
action which would require the Borrower or any of its Subsidiaries to prepay, redeem or repurchase any of the Subordinated Debt; provided that, notwithstanding the foregoing, the Borrower may prepay the Existing Interpool Subordinated Debt in
connection with the transactions contemplated by the Redemption Agreement (and in connection with such prepayment terminate the Existing Subordinated Note Purchase Agreement), and provided further, that if no Default or Event of
Default has occurred and is continuing or would result therefrom, and otherwise subject to and in accordance with the provisions of the Subordination and Intercreditor Agreement, (a) the Borrower may make regularly scheduled payments of
interest on the Interpool Convertible Subordinated Debt in accordance with the Interpool Convertible Subordinated Debt Documents, and (b) the Borrower may prepay (in whole or in part) the outstanding amount of Interpool Convertible Subordinated
Debt; provided that, in connection with any prepayment under the foregoing clause (b), (i) the Total Leverage Ratio for the most recently ended Reference Period, after giving pro forma effect to such prepayment, shall not exceed
3.00:1.00, (ii) Excess Availability before and immediately after giving effect to such prepayment shall be greater than $0.00, and (iii) the Borrower shall deliver to the Administrative Agent and the Lenders a certificate of a Responsible
Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying and demonstrating compliance with the foregoing requirements in clauses (i) though (ii) above and confirming that no Default or Event of Default
has occurred and is continuing. 
 9.9. Employee Benefit Plans. Neither the Borrower nor any ERISA Affiliate will: 

(a) engage in any “prohibited transaction” within the meaning of §406 of ERISA or §4975 of the Code which
could result in a material liability for the Borrower or any of its Subsidiaries; or 
 (b) permit any Guaranteed Pension Plan
to incur an “accumulated funding deficiency”, as such term is defined in §302 of ERISA, whether or not such deficiency is or may be waived; or 
 (c) fail to contribute to any Guaranteed Pension Plan to an extent which, or terminate any Guaranteed Pension Plan in a manner which,
could result in the imposition of a lien or encumbrance on the assets of the Borrower or any of its Subsidiaries pursuant to §302(f) or §4068 of ERISA; or 
 (d) amend any Guaranteed Pension Plan in circumstances requiring the posting of security pursuant to §307 of ERISA or
§401(a)(29) of the Code; or 
  

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 (e) permit or take any action which would result in the aggregate benefit liabilities
(within the meaning of §4001 of ERISA) of all Guaranteed Pension Plans exceeding the value of the aggregate assets of such Plans, disregarding for this purpose the benefit liabilities and assets of any such Plan with assets in excess of benefit
liabilities. 
 9.10. Business Activities. The Borrower will not, and will not permit any of its Subsidiaries to, engage
directly or indirectly (whether through Subsidiaries or otherwise) in any type of business other than the businesses conducted by them on the Closing Date and in related businesses. 
 9.11. Fiscal Year. The Borrower will not, and will not permit any of its Subsidiaries to, change the date of the end of its fiscal (or
financial) year from that set forth in §7.4.1. 
 9.12. Transactions with Affiliates. Except as otherwise permitted by the
terms of §7.15, the Borrower will not, and will not permit any of its Subsidiaries to, engage in any transaction with any Affiliate (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Affiliate or, to the knowledge of the Borrower, any corporation,
partnership, trust or other entity in which any such Affiliate has a substantial interest or is an officer, director, trustee or partner, on terms more favorable to such Person than would have been obtainable on an arm’s-length basis in the
ordinary course of business. 
 9.13. Bank Accounts. The Borrower will not, and will not permit any of its Subsidiaries to,
(a) establish any bank accounts other than those accounts listed on Schedule 7.20, without the Administrative Agent’s prior written consent, or (b) deposit into any of the payroll accounts listed on Schedule
7.20 any amounts in excess of amounts necessary to pay current payroll obligations from such accounts. 
 9.14. Capital
Stock. Unless it shall in each instance have obtained the prior written consent of the Required Lenders, the Borrower shall not (i) issue any new Capital Stock except (A) to employees of the Borrower pursuant to employee stock
option plans, (B) to Mr. Hiromitsu Ogawa, (C) to issue shares of common stock upon the conversion of shares of preferred stock, or (D) as required upon conversion of the Interpool Convertible Subordinated Debt or
(ii) convert any shares of any existing class of Voting Stock into shares of any class of Capital Stock which is not Voting Stock or (iii) amend its Governing Documents so as to accomplish or permit any of the foregoing. 
 9.15. Creation of Subsidiaries. 
 The Borrower shall not, nor shall it permit any of its Subsidiaries to, create or acquire any Subsidiary without the prior written consent of the Required Lenders. 
  

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 10. FINANCIAL COVENANTS. 
 The Borrower covenants and agrees that, so long as any Revolving Credit Loan, Unpaid Reimbursement Obligation, Letter of Credit, Swing Line Loan, Term
Loan or Note is outstanding or any Lender has any obligation to make any Revolving Credit Loans or the L/C Issuer has any obligation to issue, extend or renew any Letters of Credit or the Swing Line Lender has any obligation to make Swing Line
Loans: 
 10.1. Maximum Total Leverage Ratio. 
 The Borrower will not permit the Total Leverage Ratio, as at the end of any Reference Period ending on or during any period described in the table set
forth below, to exceed the ratio set forth opposite such period in such table: 
  

			
	 Period
	  	Ratio
	 Closing Date through 12/31/07
	  	4.50:1.00
	 01/01/08 and thereafter
	  	3.50:1.00

 Notwithstanding the foregoing, (a) in the event that the Borrower prepays (in whole or in part) any
outstanding Interpool Convertible Subordinated Debt, the Borrower will not permit the Total Leverage Ratio, as at the end of any Reference Period ending on or after the date that such prepayment is made, to exceed 3.50:1.00, or (b) in the event
that the Term Loan is not advanced within fourteen (14) days following the Closing Date, the Borrower will not permit the Total Leverage Ratio, as at the end of any Reference Period, to exceed 3.50:1.00. 
 10.2. Maximum Senior Leverage Ratio. 
 The Borrower will not permit the Senior Leverage Ratio, as at the end of any Reference Period ending on or during any period described in the table set forth below, to exceed the ratio set forth opposite such period
in such table: 
  

			
	 Period
	  	Ratio
	 Closing Date through 12/31/07
	  	3.50:1.00
	 01/01/08 and thereafter
	  	2.50:1.00

 Notwithstanding the foregoing, (a) in the event that the Borrower prepays (in whole or in part) any
outstanding Interpool Convertible Subordinated Debt, the Borrower will not permit the Senior Leverage Ratio, as at the end of any Reference Period ending on or after the date that such prepayment is made, to exceed 2.50:1.00, or (b) in the
event that the Term Loan is not advanced within fourteen (14) days following the Closing Date, the Borrower will not permit the Senior Leverage Ratio, as at the end of any Reference Period, to exceed 2.50:1.00. 
  

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 10.3. Minimum Fixed Charge Coverage Ratio. The Borrower will not permit, as at the end of
any Reference Period, the ratio of (a) Consolidated Operating Cash Flow to (b) Consolidated Total Debt Service to be less than 1.25:1.00. 
 11. CLOSING CONDITIONS. 
 The obligations of the Lenders to make the initial Revolving Credit Loans and/or the Term
Loan and of the L/C Issuer to issue any initial Letters of Credit and of the Swing Line Lender to make Swing Line Loans on the Closing Date shall be subject to the satisfaction of the following conditions precedent on or prior to October 15,
2006, provided, that the conditions set forth in §11.13 shall only apply to the making of the Term Loan, whether on the Closing Date or within fourteen (14) days thereafter. 
 11.1. Loan Documents etc. 
 11.1.1. Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and
substance satisfactory to each of the Lenders. Each Lender shall have received a fully executed copy of each such document. 
 11.1.2. Subordination Documents. 
 11.1.2.1. Subordination
Documents. 
 The Subordination Documents relating to the Interpool Convertible Subordinated Debt shall be on terms
and conditions acceptable to the Administrative Agent and the Lenders in accordance with the terms hereof and of the Subordination and Intercreditor Agreement, and the Administrative Agent shall have received a copy of the resolutions of Interpool
approving the transactions contemplated by such Subordination Documents. 
 11.1.2.2. Subordination and Intercreditor
Agreement. 
 The Subordination and Intercreditor Agreement shall be on terms and conditions acceptable to the
Administrative Agent and the Lenders in accordance with the terms hereof, and the Administrative Agent shall have received a copy of the resolutions of Interpool approving the transactions contemplated by such Subordination and Intercreditor
Agreement. The Administrative Agent shall have received a duly executed copy, certified by an authorized officer of the Borrower as true, correct and complete and in full force and effect as of the Closing Date, of such Subordination and
Intercreditor Agreement. 
 11.2. Certified Copies of Governing Documents. The Administrative Agent shall have received from
the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of its Governing Documents as in effect on such date of certification. 
  

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 11.3. Corporate or Other Action. All corporate (or other) action necessary for the valid
execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Lenders shall have been provided to the Administrative Agent. 
 11.4. Incumbency Certificate. The
Administrative Agent shall have received from the Borrower and each of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing
a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such Subsidiary, each of the Loan Documents and Subordination Documents to which the Borrower or such Subsidiary
is or is to become a party; (b) in the case of the Borrower, to make Loan Requests, Swing Line Loan Notices and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under
the Loan Documents. 
 11.5. Validity of Liens. The Security Documents shall be effective to create in favor of the
Administrative Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and Lien upon the Collateral. All filings, recordings, deliveries of instruments and other actions
necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the
Administrative Agent. 
 11.6. Asset List; Perfection Certificates and UCC Search Results. The Administrative Agent shall have
received from the Borrower a list detailing all of the Borrower’s and its Subsidiaries’ assets and properties as at the date stated thereon (which shall be on or after August 31, 2006), and, to the extent required by the
Administrative Agent, descriptions of any and all Liens (other than Permitted Liens) encumbering any such assets as well as copies of any and all loan documentation evidencing the Indebtedness to which any such Liens (other than Permitted Liens)
relate, all certified as true and accurate by a Responsible Officer of the Borrower. The Administrative Agent shall have received from each of the Borrower and its Subsidiaries completed and fully executed Perfection Certificates and the results of
Uniform Commercial Code searches (and the equivalent thereof in all applicable foreign jurisdictions) with respect to the Collateral, indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the
Administrative Agent. 
 11.7. Certificates of Insurance. The Administrative Agent shall have received (a) a certificate
of insurance from an independent insurance broker dated on or about the Closing Date, identifying insurers, types of insurance, insurance limits, and policy terms, 
  

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 and otherwise describing the insurance obtained in accordance with the provisions of the Security Agreement and
(b) certified copies of all policies evidencing such insurance (or certificates therefor signed by the insurer or an agent authorized to bind the insurer). 
 11.8. Borrowing Base Report. The Administrative Agent shall have received from the Borrower the initial Borrowing Base Report, dated as of the Closing Date. 
 11.9. Financial Condition. The Administrative Agent and each of the Lenders shall have received from the Borrower the financial statements
and projections referred to in §§7.4.2 and 7.4.3 and shall be satisfied that such financial statements fairly represent the financial position of the Borrower as of the respective dates of such financial statements. 
 11.10. Opinion of Counsel. Each of the Lenders and the Administrative Agent shall have received a favorable legal opinion addressed to the
Lenders and the Administrative Agent, dated as of the Closing Date, in form and substance satisfactory to the Lenders and the Administrative Agent, from (a) Perkins Coie LLP, counsel to the Borrower and its Subsidiaries and
(b) Stroock & Stroock & Lavan LLP, counsel to Interpool regarding the enforceability of Interpool’s obligations under the Subordination and Intercreditor Agreement. 
 11.11. Payment of Fees. The Borrower shall have paid to the Lenders or the Administrative Agent, as appropriate, the fees referred to in
§5.1, together with the reasonable fees, expenses and disbursements of the Administrative Agent’s Special Counsel as of the Closing Date. 
 11.12. Existing Credit Agreement. All amounts outstanding under the Existing Credit Agreement shall have been paid in full, all commitments thereunder of lenders who are not parties to this Agreement shall have been terminated
and all commitments thereunder of the Lenders party to this Agreement shall be evidenced only by this Agreement. 
 11.13. Conditions
to Term Loan. The obligation of the Term Lenders to advance the Term Loan on or within fourteen (14) days following the Closing Date shall, in addition to the other conditions specified in §§11 and 12, be subject to the
satisfaction of the following conditions. 
 11.13.1. Repayment of Existing Interpool Subordinated
Indebtedness. The Administrative Agent shall have received a payoff letter from Interpool indicating the amount of the Existing Interpool Subordinated Indebtedness to be discharged on the Drawdown Date of the Term Loan and an acknowledgment
by Interpool that upon receipt of such funds the Existing Interpool Subordinated Indebtedness will be paid in full in cash and terminated, and liens securing the same will be released. 
 11.13.2. Purchase of Interpool’s Equity Interest in the Borrower; Certificate of Borrower. The Administrative Agent
shall have received 
  

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 evidence reasonably satisfactory to the Administrative Agent that, on or prior to the Drawdown Date of
the Term Loan, the Borrower repurchased all of Interpool’s Capital Stock in the Borrower for a purchase price not in excess of $77,500,000, of which not more than $40,000,000 will be paid in cash by the Borrower (with the remaining amount paid
by the Borrower through the issuance of Interpool Convertible Subordinated Debt) and the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying as to the satisfaction of the foregoing condition
(and attaching the documents relating thereto). 
 11.13.3. Executed Subordination Documents. The Administrative
Agent shall have received a duly executed copy, certified by an authorized officer of the Borrower as true, correct and complete and in full force and effect as of the Closing Date, of each of the Subordination Documents (other than the
Subordination and Intercreditor Agreement, which shall be delivered pursuant to §11.1.2.2). 
 Without limiting the generality of the
provisions of §14.3, for purposes of determining compliance with the conditions specified in this §11, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its
objection thereto. 
 12. CONDITIONS TO ALL BORROWINGS. 
 The obligations of the Lenders to make any Revolving Credit Loan, and of the Administrative Agent to issue, extend or renew any Letter of Credit, or of
the Swing Line Lender to make any Swing Line Loans, in each case whether on or after the Closing Date, and of the Term Loan Lenders to make the Term Loan on or within fourteen (14) days after the Closing Date, shall also be subject to the
satisfaction of the following conditions precedent: 
 12.1. Representations True; No Event of Default. Each of the
representations and warranties of any of the Borrower and its Subsidiaries contained in this Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Credit Agreement shall be true
as of the date as of which they were made and shall also be true at and as of the time of the making of such Term Loan, Revolving Credit Loan, or such Swing Line Loan, or the issuance, extension or renewal of such Letter of Credit, with the same
effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that such representations and warranties relate expressly to an earlier date) 
  

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 and no Default or Event of Default shall have occurred and be continuing or would result from the making of such Term
Loan, Revolving Credit Loan, or such Swing Line Loan, or the issuance, extension or renewal of such Letter of Credit. The Administrative Agent shall have received a certificate of the Borrower signed by an authorized officer of the Borrower to such
effect. 
 12.2. No Legal Impediment. No change shall have occurred in any law or regulations thereunder or interpretations
thereof that in the reasonable opinion of any Lender would make it illegal for such Lender to make any Term Loan, Revolving Credit Loan, Swing Line Loan or to participate in the issuance, extension or renewal of such Letter of Credit or in the
reasonable opinion of the Administrative Agent would make it illegal for the Administrative Agent to issue, extend or renew such Letter of Credit. 
 12.3. Governmental Regulation. 
 Each Lender shall have received such statements in substance and form reasonably
satisfactory to such Lender as such Lender shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System. 
 12.4. Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Credit Agreement, the other Loan
Documents and all other documents incident thereto shall be satisfactory in substance and in form to the Lenders and to the Administrative Agent and the Administrative Agent’s Special Counsel, and the Lenders, the Administrative Agent and such
counsel shall have received all information and such counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request. 
 12.5. Borrowing Base Report. The Administrative Agent shall have received the most recent Borrowing Base Report required to be delivered to
the Administrative Agent in accordance with §8.4(f). 
 12.6. Borrowing Base Compliance. Immediately before and after
giving effect to the credit extensions requested, (a) prior to the earlier of (x) the second anniversary of the Closing Date or (y) the date that the Borrower prepays (in whole or in part) any outstanding Interpool Convertible
Subordinated Debt, the sum of the outstanding amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not exceed the lesser of
(i) the Total Commitment at such time and (ii) the Borrowing Base at such time and (b) at all other times, the sum of the outstanding amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations plus the outstanding amount of Swing Line Loans plus the outstanding principal amount of the Term Loan shall not exceed the lesser of (i) the Total Commitment at such time plus the outstanding
principal amount of the Term Loan at such time and (ii) the Borrowing Base at such time. 
  

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 13. EVENTS OF DEFAULT; ACCELERATION; ETC. 
 13.1. Events of Default and Acceleration. If any of the following events (“Events of Default” or, if the giving of notice
or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur: 
 (a) the Borrower shall fail to pay any principal of the Revolving Credit Loans, the Term Loan, Swing Line Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any
accelerated date of maturity or at any other date fixed for payment and, except in the case of an acceleration of the maturity of the Loans, in which case an Event of Default shall occur immediately, such failure shall continue for a period of five
(5) days; 
 (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Revolving Credit Loans,
the Term Loan or the Swing Line Loans, any fees or other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any
other date fixed for payment and, except in the case of an acceleration of the maturity of the Loans, in which case an Event of Default shall occur immediately, such failure shall continue for a period of five (5) days; 
 (c) the Borrower shall fail to comply with any of its covenants contained in §§8.1, 8.2 (other than with respect to moves within
the State of California), 8.4, 8.5, 8.9, 8.12, 8.14, 8.15, 9 or 10 or any of the covenants contained in any of the Security Documents (provided, that this reference to covenants in the Security Documents shall not abridge grace periods
provided therein with respect to certain Defaults also addressed in this Agreement); 
 (d) the Borrower or any of its
Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §13.1) for fifteen (15) days after written notice of such failure has
been given to the Borrower by the Administrative Agent; 
 (e) any representation or warranty of the Borrower or any of its
Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false, incorrect or incomplete in any material
respect upon the date when made or deemed to have been made or repeated; 
 (f) the Borrower or any of its Subsidiaries shall
(x) fail to pay at maturity, or within any applicable period of grace, (i) any obligation for borrowed money or credit received in an aggregate principal amount in excess of $100,000, (ii) any obligation in respect of any Capitalized
Leases in an aggregate amount in 
  

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 excess of $100,000, or (iii) any obligation in respect of any operating leases with respect to which
the present value (calculated at a discount rate of nine percent (9%) per annum) of the future obligations of the Borrower and its Subsidiaries thereunder exceeds $100,000, or (y) fail to observe or perform any material term, covenant or
agreement contained in any agreement referenced in clauses (i) through (iii) above for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued
thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; 
 (g)(i) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to
pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the
assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing; or (ii) if any such petition or application shall be filed or any such case or other
proceeding shall be commenced against the Borrower or any of its Subsidiaries and, with respect to this clause (ii) only, (x) the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence
therein or (y) such petition or application shall not have been dismissed within thirty (30) days following the filing thereof; 
 (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case
or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; 
 (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive,
any final judgment against the Borrower or any of its Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate $50,000; 
 (j) the holders of all or any part of the Subordinated Debt shall accelerate the maturity of all or any part of the Subordinated Debt, or
a notice of redemption (mandatory or otherwise) shall be issued with respect to the Subordinated Debt, or the Subordinated Debt shall be prepaid, redeemed or repurchased in whole or in part (except as otherwise permitted under §9.8 of this
Credit Agreement); 
  

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 (k) Interpool shall fail to comply with any of the terms of the Subordination and
Intercreditor Agreement; 
 (l) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded or the
Administrative Agent’s Liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or
with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower
or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree
or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; 
 (m) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan in connection with the termination of a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate
amount exceeding $500,000, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $500,000, or any of the following occurs with
respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of §302(f)(1) of ERISA), provided that the Administrative Agent determines in its
reasonable discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $500,000 and (B) could constitute
grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a Lien in favor of such
Guaranteed Pension Plan; or (ii) the appointment by a United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan;

 (n) the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any
Governmental Authority from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; 
  

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 (o) there shall occur any material damage to, or loss, theft or destruction of, any
Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or
substantial curtailment of revenue producing activities at any facility of the Borrower or any of its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; 

(p) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired
by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; 
 (q) the Borrower or any of its Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against the Borrower or any of its Subsidiaries, a
punishment for which in any such case could include the forfeiture of any assets of the Borrower or such Subsidiary included in the Borrowing Base or any assets of the Borrower or such Subsidiary not included in the Borrowing Base but having a fair
market value in excess of $500,000; or 
 (r) a Change of Control shall occur; 
 then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations and Swing Line Loans to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §§13.1(g),
13.1(h) or 13.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any Lender. 
 13.2. Termination of Commitments. If any one or more of the Events of Default specified in §13.1(g), §13.1(h) or §13.1(j)
shall occur, any unused portion of the credit hereunder shall forthwith terminate and each of the Revolving Credit Lenders shall be relieved of all further obligations to make Revolving Credit Loans to the Borrower, the Swing Line Lender shall be
relieved of all further obligations to make Swing Line Loans to the Borrower and the L/C Issuer shall be relieved of all further obligations to issue, extend or renew Letters of Credit. If any other Event of Default shall have occurred and be
continuing, the Administrative Agent may and, upon the request of the Required Lenders, shall, by notice to the Borrower, terminate the unused portion of the credit hereunder, and upon such notice being given such unused portion of the credit
hereunder shall terminate immediately and each of the Revolving Lenders shall be 

  

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 relieved of all further obligations to make Revolving Credit Loans, the Swing Line Lender shall be relieved of all
further obligations to make Swing Line Loans to the Borrower and the L/C Issuer shall be relieved of all further obligations to issue, extend or renew Letters of Credit. No termination of the credit hereunder shall relieve the Borrower or any of its
Subsidiaries of any of the Obligations. 
 13.3. Remedies. In case any one or more of the Events of Default shall have occurred
and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §13.1, each Lender, if owed any amount with respect to the Loans, Swing Line Loans or the Reimbursement Obligations, may, with the
consent of the Required Lenders but not otherwise, proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Credit
Agreement and the other Loan Documents or any instrument pursuant to which the Obligations to such Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount
shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of such Lender. No remedy herein conferred upon any Lender or the Administrative Agent or the holder of any Note or
purchaser of any Letter of Credit Participation is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute or any other provision of law. 
 13.4. Distribution of Collateral Proceeds. In the event that, following
the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Security Documents, or otherwise with respect
to the realization upon any of the Collateral, such monies shall be distributed for application as follows: 
 (a)
First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative
Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent
under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority
over the rights of the Administrative Agent to such monies; 
 (b) Second, to all other Obligations (other than
obligations of the Borrower and its Subsidiaries to any of the Lenders or the Administrative Agent with respect to any Interest Rate Protection Agreements, Swap Contracts or Cash Management Agreements) in such order or preference as the Required
Lenders 

  

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 may determine; provided, however, that (i) distributions shall be made
(A) pari passu among Obligations with respect to the fees owing to the Administrative Agent and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and
expenses, among the Lenders pro rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; 
 (c) Third, to obligations of the Borrower and its Subsidiaries to any of the Lenders and/or the Administrative Agent with respect
to any Interest Rate Protection Agreements, any Swap Contracts and any Cash Management Agreements entered into with any Lender or the Administrative Agent (or any Affiliate thereof); 
 (d) Fourth, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the
Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State of New York; and 
 (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. 
 14. THE ADMINISTRATIVE AGENT. 
 14.1. Authorization. 
 (a) Each of the Lenders hereby irrevocably appoints Bank of
America to act on its behalf as Administrative Agent hereunder and under the other Loan Documents. The Administrative Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are hereunder and under
any of the other Loan Documents and any related documents delegated to the Administrative Agent, together with such powers as are reasonably incident thereto, including the authority, without the necessity of any notice to or further consent of the
Lenders, from time to time to take any action with respect to any Collateral or the Security Documents which may be necessary to perfect, maintain perfected or insure the priority of the security interest in and liens upon the Collateral granted
pursuant to the Security Documents, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Administrative Agent. The provisions of this §14 are solely for the
benefit of the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer, and neither the Borrower nor any of its Subsidiaries shall have rights as a third party beneficiary of any of such provisions. 
 (b) The relationship between the Administrative Agent and each of the Lenders is that of an independent contractor. The use of the term
“Administrative Agent” is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Administrative Agent and 

  

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 each of the Lenders. Nothing contained in this Credit Agreement nor the other Loan Documents shall be
construed to create an agency, trust or other fiduciary relationship between the Administrative Agent and any of the Lenders. 
 (c) As an independent contractor empowered by the Lenders to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Administrative Agent is nevertheless a
“representative” of the Lenders, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Lenders and the Administrative Agent with respect to all collateral security and
guaranties contemplated by the Loan Documents. Such actions include the designation of the Administrative Agent as “secured party”, “mortgagee” or the like on all financing statements and other documents and
instruments, whether recorded or otherwise, relating to the attachment, perfection, priority or enforcement of any security interests, mortgages or deeds of trust in collateral security intended to secure the payment or performance of any of the
Obligations, all for the benefit of the Lenders and the Administrative Agent. 
 (d) The L/C Issuer shall act on behalf of the
Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this §14 with respect to any
acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the L/C Issuer as fully as if the term
“Administrative Agent” as used in this §14 included the L/C Issuer with respect to such acts or omissions (and including any affiliates of the L/C Issuer and the officers, directors, employees, agents and attorneys-in-fact of the L/C
Issuer and any affiliates), and (ii) as additionally provided herein with respect to the L/C Issuer. 
 14.2. Employees and
Administrative Agents. The Administrative Agent may exercise its powers and execute its duties by or through employees or sub-agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Credit Agreement and the other Loan Documents. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The
Administrative Agent may utilize the services of such Persons as the Administrative Agent in its sole discretion may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower. The exculpatory
provisions of this §14 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent. 
 14.3. No Liability. The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein and in the other Loan Documents. 
  

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 Neither the Administrative Agent nor any of its shareholders, directors, officers or employees nor any
other Person assisting them in their duties nor any agent or employee thereof, shall be liable for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other
Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Administrative Agent or such other Person, as the case may be, may be liable for losses
due to its willful misconduct or gross negligence. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate,
affidavit, letter, telegram, facsimile, telex, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such action; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the
Administrative Agent to liability or that is contrary to any Loan Document or applicable law. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any other Loan
Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders. Except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall have no duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the
Borrowers or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any
Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender, the Swing Line Lender or the L/C Issuer. The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of any Loan, Swing
Line Loan or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Swing Line Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender,
the Swing Line Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender, the Swing Line Lender or the L/C Issuer prior to the making of such Revolving Credit Loan, Swing Line Loan or the
issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by
it in accordance with the advice of any such counsel, accountants or experts. 
  

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 14.4. No Representations. 
 14.4.1. General. The Administrative Agent shall not be responsible for the execution or validity or enforceability of
this Credit Agreement, the Notes, the Letters of Credit, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value of any such collateral security or
for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein or in any of the other Loan Documents or in any certificate or
instrument hereafter furnished to it by or on behalf of the Borrower or any of its Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any
instrument at any time constituting, or intended to constitute, collateral security for the Notes or to inspect any of the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be bound to
ascertain whether any notice, consent, waiver or request delivered to it by the Borrower or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The Administrative Agent shall not be responsible for or
have any duty to ascertain or inquire into the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document or the occurrence of any Default or Event of Default. The
Administrative Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Lenders, with respect to the credit worthiness or financial conditions of the Borrower or any of
its Subsidiaries. 
 14.4.2. Non-Reliance on Administrative Agent and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this
Credit Agreement. Each Lender, the Swing Line Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in §§11 and 12 or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent. 
  

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 14.5. Payments. 
 14.5.1. Payments to Administrative Agent. A payment by the Borrower to the Administrative Agent hereunder or any of
the other Loan Documents for the account of any Lender shall constitute a payment to such Lender. The Administrative Agent agrees promptly to distribute to each Lender such Lender’s pro rata share of payments received by the
Administrative Agent for the account of the Lenders except as otherwise expressly provided herein or in any of the other Loan Documents. 
 14.5.2. Distribution by Administrative Agent. If in the opinion of the Administrative Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any
of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall
adjudge that any amount received and distributed by the Administrative Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Administrative Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court. 
 14.5.3. Delinquent Lenders. Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan Documents, any Lender that fails (a) to make available to the Administrative Agent
its pro rata share of any Loan or to purchase any Letter of Credit Participation or to purchase participations in Swing Line Loans required to be funded by it hereunder or (b) to comply with the provisions of §16.1 with
respect to making dispositions and arrangements with the other Lenders, where such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all
of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement shall be deemed delinquent (a “Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as
such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of outstanding Loans, participations in Swing Line Loans, Unpaid Reimbursement Obligations,
interest, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations. The Delinquent Lender hereby
authorizes the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all outstanding Loans, Unpaid Reimbursement Obligations and participations in Swing Line
Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans of
the nondelinquent Lenders, the 

  

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 Lenders’ respective pro rata shares of all outstanding Loans, Unpaid Reimbursement
Obligations and participations in Swing Line Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. 
 14.5.4. Replacement of Lender. If any Lender (a) requests compensation under §§5.6 or 5.7, or if the
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to §5.6, or (b) is a Delinquent Lender, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, §15), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 
 (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in §15.1.2; 
 (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under §5.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts); 
 (c) in the case of any such assignment resulting from a claim for
compensation under §§5.6 or 5.7 or payments required to be made pursuant to §5.6, such assignment will result in a reduction in such compensation or payments thereafter; and 
 (d) such assignment does not conflict with applicable laws. 
 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 14.6. Holders of
Notes. The Administrative Agent may deem and treat the payee of any Notes, any particpant in a Swing Line Loan or the purchaser of any Letter of Credit Participation as the absolute owner or purchaser thereof for all purposes hereof until it
shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee. 
 14.7.
Indemnity. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required hereunder (including under §§16.2 and 16.3 
  

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hereof) to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Commitment Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent), or the Swing Line Lender in its capacity as such, or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent
(or any such sub-agent) or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this §14.7 are subject to the provisions of §2.8.3. 
 14.8. Administrative Agent as Lender, etc. In its individual capacity, Bank of America shall have the same obligations and the same rights,
powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes, as the purchaser of participations in Swing Line Loans and as the purchaser of any Letter of Credit Participations, as it would have
were it not also the Administrative Agent. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or
any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. Neither the Syndication Agent nor the Co-Agent shall have any right, power, obligation,
liability, responsibility or duty under the Credit Agreement in such capacity, other than those applicable to all Lenders as Lenders. The Arranger shall not have any right, power, obligation, liability, responsibility or duty under the Credit
Agreement in such capacity. 
 14.9. Resignation. The Administrative Agent may at any time give notice of its resignation to
the Lenders, the Swing Line Lender, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower and, so long as no Default or Event of Default has
occurred and is continuing, subject to the reasonable acceptance of the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of
the Lenders, the Swing Line Lender and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above (including the reasonable acceptance of the Borrower); provided that if the Administrative Agent shall
notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by 

  

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the Administrative Agent on behalf of the Lenders, the Swing Line Lender or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall
instead be made by or to each Lender, the Swing Line Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this §14 and §§16.2 and 16.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent was acting as Administrative Agent. 
 Any resignation by Bank of America as
Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 
 14.10. Notification of Defaults and Events of Default. Each Lender hereby agrees that, upon learning of the existence of a Default or an Event of Default, it shall promptly notify the Administrative Agent thereof. The
Administrative Agent hereby agrees that upon receipt of any notice under this §14.10 it shall promptly notify the other Lenders of the existence of such Default or Event of Default. 
 14.11. Duties in the Case of Enforcement. In case one of more Events of Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (a) so requested by the Required Lenders and (b) the Lenders have provided to the Administrative Agent such additional indemnities and assurances
against expenses and liabilities as the Administrative Agent may reasonably request, proceed to enforce the provisions of the Security Documents authorizing the sale or other disposition of all or any part of the 

  

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 Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect
of such Collateral. The Required Lenders may direct the Administrative Agent in writing as to the method and the extent of any such sale or other disposition, the Lenders hereby agreeing to indemnify and hold the Administrative Agent harmless from
all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Administrative Agent need not comply with any such direction to the extent that the Administrative Agent reasonably
believes the Administrative Agent’s compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. 
 14.12. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to any the Borrower or any Guarantor, the Administrative Agent (irrespective of whether the principal of any Loan, Swing Line Loan or Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 
 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Swing Line
Loans or Reimbursement Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swing Line Lender, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuer and the Administrative Agent hereunder) allowed in such judicial proceeding; and 
 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent hereunder (including under §§5.1, 16.2 and 16.3). 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swing Line Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 
  

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 14.13. Collateral and Guaranty Matters. The Lenders, the Swing Line Lender and the L/C
Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 
 (a) to release any Lien on any
property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Total Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or
termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to §16.12, if approved, authorized or ratified in
writing by the Required Lenders; 
 (b) to subordinate any Lien on any property granted to or held by the Administrative Agent
under any Loan Document to the holder of any Lien on such property that is permitted by §9.2.1; and 
 (c) to release any
Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. 
 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any
Guarantor from its obligations under the Guaranty pursuant to this §14.13. 
 15. ASSIGNMENT AND PARTICIPATION. 

15.1. Conditions to Assignment. 
 15.1.1. Successors and Assignment Generally. The provisions of this Credit Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of §15.1.2,
(ii) by way of participation in accordance with the provisions of §15.1.4, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of §15.1.5 (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in §15.1.4 and, to the extent expressly contemplated hereby, the Related Parties of each of the 
  

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 Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement. 
 15.1.2. Assignments by Lenders. Any
Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this §15.1.2,
participations in Letters of Credit and in Swing Line Loans) at the time owing to it); provided that 
 (a) except in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Revolving Credit Loans or Term Loan, as the case may be, at the time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Revolving Credit Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding
balance of the Revolving Credit Loans or of the portion of the Term Loan, as the case may be, of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default
has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; 

(b) each partial assignment of Commitments and Revolving Credit Loans shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Credit Agreement with respect to the Revolving Credit Loans, participations in Swing Line Loans and Letters of Credit or the Commitment assigned, except that this clause (b) shall not
apply to rights in respect of Swing Line Loans of the Swing Line Lender; 
 (c) any assignment of a Commitment must be
approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and 

(d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee in the amount of $3,500.00 (provided, however, that the 
  

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 Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in
the case of any assignment), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to §15.1.3, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under
this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of §§5.6, 5.7, 5.9, 16.2 and 16.3 with respect to
facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §15.1.4. The Administrative Agent shall
use commercially reasonable efforts to provide the Borrower with prompt notice of any assignment hereunder. 
 15.1.3.
Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Revolving Credit Loans, the Swing Line Loan and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrower, the Swing Line Lender and the L/C Issuer at any reasonable
time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a
copy of the Register. 
 15.1.4. Participations. Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries or any competitor of the Borrower (provided,
however, 
  

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 that no financial institution or Approved Fund shall be deemed to be a competitor of the Borrower))
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Revolving Loans (including such Lender’s
participations in Letters of Credit and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. 
 Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to §16.12(a) that affects such Participant. Subject to §15.1.5,
the Borrower agrees that each Participant shall be entitled to the benefits of §§5.6, 5.7 and 5.9, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to §15.1.2. To the extent permitted by
law, each Participant also shall be entitled to the benefits of §16.1 as though it were a Lender, provided such Participant agrees to be subject to §16.1 as though it were a Lender. 
 15.1.5. Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Credit Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 15.1.6. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed
to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case
may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the
Uniform Electronic Transactions Act. 
 15.1.7. Resignation as L/C Issuer and Swing Line Lender after
Assignment. Notwithstanding anything to the contrary contained herein, if at any 
  

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 time Bank of America assigns all of its Commitment and Revolving Credit Loans pursuant to §15.1.2
above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C
Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall
affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all Letters of Credit and Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unpaid Reimbursement Obligations pursuant to §4). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.10. Upon the appointment of a successor L/C
Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America
with respect to such Letters of Credit. 
 16. PROVISIONS OF GENERAL APPLICATIONS. 
 16.1. Setoff. The Borrower hereby grants to the Administrative Agent and each of the Lenders a continuing lien, security interest and right
of setoff as security for all liabilities and obligations to the Administrative Agent and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Administrative Agent or such Lender or any Lender Affiliate and their successors and assigns or in transit to any of them. Regardless of the adequacy of any collateral, if any Event of Default shall have
occurred, any deposits or other sums credited by or due from any of the Lenders or Lender Affiliates to the Borrower and any securities or other property of the Borrower in the possession of such Lender may be applied to or set off by such Lender
against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Lender. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY 
  

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 KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an
amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced by the Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender or participations in Swing Line
Loans held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender or participations in
Swing Line Loans held by such Lender, and (b) if such Lender shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or
constituting Reimbursement Obligations owed to or participations in Swing Line Loans held by, such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar
proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owed to, or participations in Swing Line Loans held by, such Lender any amount in excess of its ratable portion of the
payments received by all of the Lenders with respect to the Notes held by, and Reimbursement Obligations owed to, or participations in Swing Line Loans held by, all of the Lenders, such Lender will make such disposition and arrangements with the
other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations
owed it, or participations in Swing Line Loans held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition
and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. 
 16.2.
Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in
connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Swing Line Lender or the L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender, the Swing Line Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this §16.2, or (B) in connection with the Loans or Swing Line Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Swing Line Loans or Letters of Credit. All amounts due under this §16.2 shall be payable not later than ten 
  

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 Business Days after demand therefor. The agreements in this §16.2 shall survive the resignation of the
Administrative Agent, the Swing Line Lender and the L/C Issuer, the replacement of any Lender, the termination of the Total Commitment and the repayment, satisfaction or discharge of all the other Obligations. 
 16.3. Indemnification. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swing Line
Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any
Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any of its Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby
or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan, Swing Line Loan or Letter of Credit or the use
or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any environmental liability related in any way to the Borrower or any
of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or
any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any of
its Subsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Subsidiary has obtained a final and nonappealable judgment in its favor on such
claim as determined by a court of competent jurisdiction. 
 To the fullest extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, Swing Line Loan or Letter of 
  

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 Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph above shall be liable for any damages
arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby. 
 All amounts due under this §16.3 shall be payable not later than ten
Business Days after demand therefor. The agreements in this §16.3 shall survive the resignation of the Administrative Agent, the Swing Line Lender and the L/C Issuer, the replacement of any Lender, the termination of the Total Commitment and
the repayment, satisfaction or discharge of all the other Obligations. 
 16.4. Treatment of Certain Confidential Information.

 16.4.1. Confidentiality. 
 Each of the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with the terms hereof), (b) to the extent requested by any
regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners); provided that the Administrative Agent shall use commercially reasonable
efforts to provide notice to the Borrower of any such request, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that the Administrative Agent shall use commercially
reasonable efforts to provide notice to the Borrower upon becoming aware of such requirement, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the Swing Line Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower and not as a result of any violation of any confidentiality obligation to
the Borrower. 
  

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 For purposes of this Section, “Information” means all information
received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender, the Swing Line Lender or the
L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 
 Each of the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be,
(b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable law, including Federal and state securities laws.

 16.5. Survival of Covenants, Etc. All covenants, agreements, representations and warranties made herein, in the Notes, in
any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or any of its Subsidiaries pursuant hereto shall be deemed to have been relied upon by the Lenders and the Administrative Agent,
notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, the Swing Line Loans and the issuance, extension or renewal of any Letters of Credit, as herein
contemplated, and shall continue in full force and effect so long as any Letter of Credit or any amount due under this Credit Agreement or the Notes or any of the other Loan Documents remains outstanding or any Lender has any obligation to make any
Loans or the Administrative Agent has any obligation to issue, extend or renew any Letter of Credit, and for such further time as may be otherwise expressly specified in this Credit Agreement. All statements contained in any certificate or other
paper delivered to any Lender or the Administrative Agent at any time by or on behalf of the Borrower or any of its Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and
warranties by the Borrower or such Subsidiary hereunder. 
 16.6. Notices. 
 16.6.1. Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in §16.6.2 below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows, and 
  

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 all notices and other communications expressly permitted hereunder to be given by telephone shall be made
to the applicable telephone number, as follows: 
 (i) if to the Borrower, the Administrative Agent, the L/C Issuer or the
Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 16.6.1; and 
 (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for
the recipient). Notices delivered through electronic communications to the extent provided in §16.6.2, shall be effective as provided in §16.6.2. 
 16.6.2. Electronic Communications. Notices and other communications to the Lenders, the Swing Line Lender and the L/C Issuer hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender, the Swing Line Lender or the L/C Issuer pursuant to
§§2, 3 and 4 if such Lender, the Swing Line Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent
or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications. 
 Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next
business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor. 
  

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 16.6.3. The Platform. THE PLATFORM IS PROVIDED “AS IS” AND
“AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY
AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the
L/C Issuer, the Swing Line Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of
Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the Swing Line Lender, the L/C Issuer or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 
 16.6.4.
Changes of Address. Each of the Borrower, the Administrative Agent, the L/C Issuer, and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other
parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices
and other communications may be sent and (ii) accurate wire instructions for such Lender. 
 16.6.5.
Reliance by Administrative Agent and the Lenders. The Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Requests and Swing Line
Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice 
  

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 specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, the Swing Line Lender, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording. 
 16.7. Governing Law. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE
OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)). EACH PARTY HERETO AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR
ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §16.6. THE BORROWER HEREBY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. 
 16.8. Headings. The captions in this Credit Agreement are for convenience of reference only and shall not define or limit the provisions hereof. 
 16.9. Counterparts. This Credit Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when executed and delivered shall be
an original, and all of which together shall constitute one instrument. In proving this Credit Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.
Delivery by facsimile by any of the parties hereto of an executed counterpart hereof or of any amendment or waiver hereto shall be as effective as an original executed counterpart hereof or of such amendment or waiver and shall be considered a
representation that an original executed counterpart hereof or such amendment or waiver, as the case may be, will be delivered. 
 16.10.
Entire Agreement, Etc. The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Credit
Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §16.12. 
  

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 16.11. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER RELATING
TO THE ADMINISTRATION OF THE LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. Except as prohibited by law, the
Borrower hereby waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The
Borrower (a) certifies that no representative, agent or attorney of any Lender or the Administrative Agent has represented, expressly or otherwise, that such Lender or the Administrative Agent would not, in the event of litigation, seek to
enforce the foregoing waivers and (b) acknowledges that the Administrative Agent and the Lenders have been induced to enter into this Credit Agreement, the other Loan Documents to which it is a party and the Subordination Documents to which it
is a party by, among other things, the waivers and certifications contained herein. 
 16.12. Consents, Amendments, Waivers,
Etc. Any consent or approval required or permitted by this Credit Agreement to be given by the Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein
may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Required Lenders and acknowledged by the Administrative Agent.
Notwithstanding the foregoing, no amendment, modification or waiver shall: 
 (a) without the written consent of the Borrower
and each Lender directly affected thereby: 
 (i) reduce or forgive the principal amount of any Revolving Credit Loans, the
Term Loan, Swing Line Loans or Reimbursement Obligations, or reduce the rate of interest on the Notes or the amount of the Commitment Fee or Letter of Credit Fees (other than interest accruing pursuant to §5.10.2 following the effective date of
any waiver by the Required Lenders of the Default or Event of Default relating thereto); 
  

 -124- 








 (ii) increase the amount of such Lender’s Commitment or extend the expiration date
of such Lender’s Commitment or reinstate any Commitment that has been terminated; 
 (iii) postpone or extend the
Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans, the Term Loan, the Swing Line Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender (it
being understood that (A) a waiver of the application of the default rate of interest pursuant to §5.10.2, and (B) any vote to rescind any acceleration made pursuant to §13.1 of amounts owing with respect to the Loans and other
Obligations shall require only the approval of the Required Lenders); and 
 (iv) other than pursuant to a transaction
permitted by the terms of this Credit Agreement, release in one transaction or a series of related transactions Collateral with a fair market value of greater than $50,000,000 for each such transaction or such series of related transactions
(excluding if the Borrower or any Subsidiary of the Borrower becomes a debtor under the federal Bankruptcy Code, the release of “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash
collateral stipulation with the debtor approved by the Required Lenders) or release all or substantially all of the Guarantors from their guaranty obligations under the Guaranty; 
 (b) without the written consent of all of the Lenders, waive a Default or Event of Default under §13.1(a) or §13.1(b), amend or
waive this §16.12 or the definition of Required Lenders or change §§13.4 or 16.1 in a manner that would alter the pro rata sharing of payments required thereby; 
 (c)(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the
Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent
in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto; 
 (d) without the written consent of each Lender directly affected thereby,
waive any condition set forth in §11. 
  

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 No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent
thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall
entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. 
 16.13.
Severability. The provisions of this Credit Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Credit Agreement in any jurisdiction.

 16.14. USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrower and/or its Subsidiaries, which information includes the name and address of the Borrower or its Subsidiaries and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower and its Subsidiaries in accordance with the Act. 
 17. ACKNOWLEDGEMENT.

 In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of
any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, and the Borrower is capable of evaluating
and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection
with the process leading to such transaction, the Administrative Agent and the Arranger each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its respective Affiliates,
stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the
transactions contemplated hereby or the process 
  

 -126- 








 leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan
Document (irrespective of whether the Administrative Agent or and the Arranger has advised or is currently advising the Borrower or any of its respective Affiliates on other matters) and neither the Administrative Agent nor the Arranger has any
obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent and the
Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither the Administrative Agent nor the Arranger has any
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice
with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency
or fiduciary duty. 
 18. TRANSITIONAL ARRANGEMENTS. 
 On the Closing Date, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this §18. On the Closing
Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Credit Agreement and the other Loan Documents, and the Existing Letters of Credit issued by any L/C Issuer for the account of the
Borrower prior to the Closing Date shall be converted into Letters of Credit under this Credit Agreement. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their
rights under the Existing Credit Agreement and the Borrower hereby obligates itself again in respect of all present and future Obligations under, inter alia, the Existing Credit Agreement, as amended and restated by this Credit Agreement.

 All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing
Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods, as applicable), and shall be paid on the Closing Date. Commencing on the Closing Date, the fees hereunder shall be payable by the Borrower to the
Administrative Agent for the account of the Lenders (as applicable) in accordance with this Agreement. 
  

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 [remainder of page intentionally left blank] 
  

 128 








 IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as a sealed
instrument as of the date first set forth above. 
  

			
	 CONTAINER APPLICATIONS
 INTERNATIONAL, INC.

		
	By:	 	 /s/ Masaaki Nishibori

	Name:	 	Masaaki Nishibori
	Title:	 	Chief Financial Officer










			
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By:	 	 /s/ Matthew Correia

	Name:	 	Matthew Correia
	Title:	 	Assistant Vice President
	
	 BANK OF AMERICA, N.A., as Lender,
 Swing Line Lender and L/C Issuer

		
	By:	 	 /s/ William Latham

	Name:	 	William Latham
	Title:	 	Principal










			
	 LASALLE BANK NATIONAL
 ASSOCIATION, as a Lender and as
 Syndication Agent

		
	By:	 	 /s/ Kathleen L. Ross

	Name:	 	KATHLEEN L. ROSS
	Title:	 	SENIOR VICE PRESIDENT










			
	 UNION BANK OF CALIFORNIA, N.A.,
 as a
Lender and as Documentation Agent

		
	By:	 	 /s/ J. William Bloore

	Name:	 	J. William Bloore
	Title:	 	Vice President










			
	CALIFORNIA BANK & TRUST, as a Lender
		
	By:	 	 /s/ THOMAS C. PATON, JR.

	Name:	 	THOMAS C. PATON, JR.
	Title:	 	SENIOR VICE PRESIDENT & MANAGER










			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ Robert J. Hurley

	Name:	 	Robert J. Hurley
	Title:	 	Vice President










			
	 CRÉDIT INDUSTRIEL ET
 COMMERCIAL, NEW YORK
 BRANCH, as a Lender

		
	By:	 	 /s/ Adrienne Molloy

	Name:	 	Adrienne Molloy
	Title:	 	Vice President
		
	By:	 	 /s/ Alex Aupoix

	Name:	 	Alex Aupoix
	Title:	 	Vice President










							
	ING BANK NV, as a Lender
				
	By:	 	 /s/ Vitomira Stambolova
	 		 	 /s/ Ben Dijkhuizen

	Name:	 	Vitomira Stambolova	 		 	Ben Dijkhuizen
	Title:	 	Vice President	 		 	Director


  







 Exhibit A 
 FORM OF BORROWING BASE REPORT 
 The
undersigned, Container Applications International, Inc. (the “Borrower”), hereby certifies, pursuant to the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September [29], 2006 (as the same may be amended,
restated, modified or supplemented and in effect from time to time, the “Credit Agreement”), by and among the Borrower, Bank of America, N.A., as administrative agent (hereinafter, in such capacity, the
“Administrative Agent”) for itself and the other lending institutions (hereinafter, together with the L/C Issuer and the Swing Line Lender, collectively, the “Lenders”) and the other agents party thereto,
that (a) the information set forth in this Borrowing Base Report was true and correct as of the last day of the period specified herein, (b) this Borrowing Base Report has been prepared in accordance with the applicable provisions of the
Credit Agreement and the various components thereof, and (c) as of the date of this Borrowing Base Report, there exists no Default or Event of Default. 
 Except as otherwise specified in this Borrowing Base Report, capitalized terms used herein without definition have the same meanings herein as in the Credit Agreement. 
  

			
	CONTAINER APPLICATIONS INTERNATIONAL, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	









 BORROWING BASE WORKSHEET 
 Borrowing Base as of                     , 20    

  

								
	A.	  	Eligible Containers Component of Borrowing Base:	  		
				
		  	 1.      
	  	Original Cost of Eligible Containers:	  	$	                    
				
		  	 2.      
	  	Depreciation:1/	  	$	                    
				
		  	 3.      
	  	Net Book Value of Eligible Containers (Item A1 minus Item A2):	  	$	                    
				
		  	 4.      
	  	Formula Percentage:	  	 	85%
				
		  	 5.      
	  	Net Book Value of Eligible Containers Borrowing Base Component (Item A3 multiplied by Item A4):	  	$	                    
			
	B.	  	Eligible Container Receivables Component of Borrowing Base:	  		
				
		  	 1.      
	  	Accounts Receivable generated in connection with sales by the Borrower of Containers permitted by §9.5.2 of the Credit Agreement (net of any credits,	  		

  


	 1/
	 Containers are to be depreciated
in accordance with the depreciation methodology set forth in the definition of Net Book Value contained in §1.1 of the Credit Agreement. 










										
		 		  		  	rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable):	  	$	                    
					
		 		  	Less: a.	  	such Accounts Receivable that the Borrower does not reasonably and in good faith believe are collectible:	  	$	                    
					
		 		  	Less: b.	  	such Accounts Receivable that are with account debtors or other obligors that: (i) are Affiliates other than Interpool, (ii) did not purchase the Containers giving rise to the relevant Account
Receivable in an arm’s length transaction, (iii) are insolvent or involved in any bankruptcy or similar proceeding, or (iv) are not, as advised to the Borrower by the Administrative Agent’s reasonable judgment, creditworthy:	  	$	                    
					
		 		  	Less: c.	  	such Accounts Receivable that are (i) for obligations not fully performed, or consist of progress billings or bill and hold invoices or (ii) subject to a dispute or claim that would reduce the
cash amount payable therefor:	  	$	                    
					
		 		  	Less: d.	  	such Accounts Receivable that are subject to any pledge, restriction, security interest or other lien or encumbrance (other than Permitted Liens):	  	$	                    

  

 -3- 









										
		  		  	Less: e.	  	such Accounts Receivable in which the Administrative Agent does not have a valid and perfected first priority security interest:	  	$	                    
					
		  		  	Less: f.	  	such Accounts Receivable that are outstanding for more than 60 days past the earlier to occur of (i) the due date specified on the original invoice therefor and (ii) the date of shipment of the
Containers giving rise thereto:	  	$	                    
					
		  		  	Less: g.	  	such Accounts Receivable that are due from any single account debtor or other obligor if more than 15% of the aggregate amount of all Accounts Receivable owing from such account debtor or other
obligor would otherwise not be Eligible Container Receivables:	  	$	                    
					
		  		  	Less: h.	  	such Accounts Receivable that are not payable in Dollars (or such other currency as the Administrative Agent may agree in its sole discretion):	  	$	                    
					
		  		  	Less: i.	  	such Accounts Receivable that are secured by a letter of credit (unless the Administrative Agent has a perfected security interest in such letter of credit perfected by control):	  	$	                    
					
		  		  	Less: j.	  	such Accounts Receivable that are not in payment of obligations under agreements that contain terms requiring the relevant account debtor to return the Container to the Borrower in the event
that such Account Receivable is not fully paid when due:	  	$	                    

  

 -4- 









										
					
		 		  	Less: k.	  	such Accounts Receivable that are generated in connection with sales of Containers not owned by the Borrower outright that are the subject of a finance or trade credit arrangement between the
Borrower as obligor and a third party obligee:	  	$	                    
					
		 		  	Equals:	  	Eligible Container Receivables:	  	$	                    
				
		 	2.	  	Formula Percentage:	  	 	75%
				
		 	3.	  	Item B1 multiplied by Item B2:	  	$	                    
				
		 	4.	  	Eligible Container Receivables Borrowing Base Component (lesser of Item B3 or $20,000,000):	  	$	                    
			
	C.	 	Direct Finance Lease Receivables Component of Borrowing Base:	  		
				
		 	1.	  	Net Present Value2/ of Direct Finance Lease
Receivables (other than Direct Finance Lease Receivables
included in the calculation of A above):	  	$	                    

  


	 2/
	 The discounted present value of
Direct Finance Lease Receivables, discounted at the Direct Finance Lease Rate per annum of the remaining term of the applicable Direct Finance Lease. 


  

 -5- 









								
		 	2.	  	Formula Percentage:	  	 	90%
				
		 	3.	  	Direct Finance Lease Receivables Borrowing Base Component (Item C1 multiplied by Item C2):	  	$	                    
			
	D.	 	Borrowing Base	  		
			
		 	(Sum of Item A5 plus Item B4 plus Item C3):	  	$	                    

  

 -6- 









								
	E.	  	Maximum Available Credit (the lesser of the Total Commitment currently in effect and Item D):	  	$	                    
			
	F.	  	Outstandings:	  		
				
		  	1.	  	Revolving Credit Loans Outstanding:	  	$	                    
				
		  	2.	  	Maximum Drawing Amount under outstanding Letters of Credit:	  	$	                    
				
		  	3.	  	Unpaid Reimbursement Obligations:	  	$	                    
				
		  	4.	  	Swing Line Loans Outstanding:	  	$	                    
				
		  	5.	  	Term Loan Outstanding3	  	$	                    
				
		  	6.	  	Sum of Item F1 plus Item F2 plus Item F3 plus Item F4 [plus Item F5]:	  	$	                    
			
	H.	  	Excess Availability/(Shortfall) (Item E minus Item F6):	  	$	                    

  


	 3
	 The amount of the outstanding Term Loan is to be added to the calculations under this Section F if the
Borrowing Base Report is being delivered at any time on or after the Term Loan is subject to the borrowing base requirement under the terms of the Credit Agreement;prior to such date, insert “N/A” for item F5. 



 

 -7- 








 Exhibit B-1 
 FORM OF REVOLVING CREDIT NOTE 
  

			
	$            	 	                    ,
20    

 FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to
                     or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter
defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September [29], 2006 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The Borrower promises to pay interest on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in
Section 2.10.6 of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Agreement. 
 This Revolving Credit Note (“Note”) is one of the
Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the
Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as
provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and
endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto. 
  

 -8- 








 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)). 
  

 -9- 








 IN WITNESS WHEREOF, the undersigned has caused this Note to be signed in its corporate name by its
duly authorized officer as of the day and year first above written 
  

			
	 CONTAINER APPLICATIONS
 INTERNATIONAL, INC.

		
	By:	 	  

	Name:	 	  

	Title:	 	  



  







 EXHIBIT B-2 
 FORM OF TERM LOAN NOTE 
  

			
	$            	 	                    ,
        

 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
                     or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter
defined), the principal amount of the Term Loan made by the Lender to the Borrower on the Closing Date under that that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September [29], 2006 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank
of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The Borrower promises to pay interest on the unpaid principal
amount of the Term Loan made by the Lender from the Drawdown Date of the Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be
made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be
paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 
 This Term Loan Note is one of the Term Loan Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in
part subject to the terms and conditions provided therein. This Term Loan Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified
in the Agreement, all amounts then remaining unpaid on this Term Loan Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Term Loan made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Loan Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.

 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Term Loan Note. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)). 
 IN WITNESS WHEREOF, the undersigned has caused this Note to be signed in its corporate name by its duly authorized officer as of the day and year first above written 
  

 -2- 









			
	CONTAINER APPLICATIONS INTERNATIONAL, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 -3- 








 Exhibit C 
 FORM OF LOAN REQUEST 
 Date:                             
  

	To:	Bank of America, N.A., as Administrative Agent 

 100
Federal Street 
 Boston, Massachusetts 02110 
 Attention: Transportation Division 
 Ladies and Gentlemen: 
 Container Applications International, Inc. (the “Borrower”) submits this Loan Request pursuant to §2.6 of the Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of September [29], 2006 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among the Borrower, Bank of America,
N.A., as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the other lending institutions (hereinafter, together with the L/C Issuer and the Swing Line Lender, collectively, the
“Lenders”) and the other agents party thereto. All capitalized terms used in this Loan Request shall have the meanings specified in the Credit Agreement unless otherwise defined herein. 
 We hereby represent, warrant and certify to you that (a) the proceeds specified herein shall be used in accordance with the provisions of the Credit
Agreement, (b) the representations and warranties of the Borrower contained in the Credit Agreement or otherwise made by the Borrower in connection with the transactions contemplated thereby were true and correct in all material respects when
made and are true and correct in all material respects on and as of the 
  

 -4- 








 date hereof with the same effect as if made herein (except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that are not materially adverse, and to the extent that such representations and warranties relate expressly to
an earlier date), (c) the Borrower has performed and complied in all material respects with all of the terms and conditions contained in the Credit Agreement required to be performed or complied with by the Borrower prior to or at the time of
the borrowing requested hereunder, (d) at and as of the date hereof, the Borrower is not in default of any of its obligations under the Credit Agreement, and no Default or Event of Default exists and (e) the execution and delivery of this
Loan Request has been authorized by all necessary corporate action/proceedings on behalf of the Borrower. 
 The Borrower requests that the Lenders make a Revolving Credit Loan4 which is a [Base] [Eurodollar] Rate
Loan on [proposed Drawdown Date]5/ for the Interest Period commencing on [proposed Drawdown Date] and ending on
[            ]6/ in the principal amount of [$     ]7/. 
 Please acknowledge receipt of this letter by signing and returning to us the enclosed copy. 
  

			
	Very truly yours,
	
	 CONTAINER APPLICATIONS
 INTERNATIONAL, INC.

		
	By:	 	  

	Name:	 	
	Title:	 	


  


	 4
	 With respect ot the Drawdown Date of the Term Loan, this reference may be changed to the “Term
Loan” 



	 5/
	 Loan Request must be made no less than two (2) Business Days prior to the proposed Drawdown Date of
any Base Rate Loan and four (4) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. 



	 6/
	 For Base Rate Loans, the last day of the calendar quarter following the proposed Drawdown Date; for
Eurodollar Rate Loans, 1, 2, 3 or 6 months after the proposed Drawdown Date. 



	 7/
	 Each Loan Request relating to a Base Rate Loan shall be in a minimum aggregate amount of $500,000 and
each Loan Request relating to a Eurodollar Rate Loan shall be in a minimum aggregate amount of $1,000,000. 


  

 -5- 








 Exhibit D 
 FORM OF COMPLIANCE CERTIFICATE 
                          , 200     
  

	To:	Bank of America, N.A., as Administrative Agent 

 100
Federal Street 
 Boston, Massachusetts 02110 
 Attention: Matthew Correia 
  

	Re:	Compliance Certificate for the Reference Period Ended
                          200     

 Ladies and Gentlemen: 
 Pursuant to §8.4(d) of the Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of September 29, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among Container Applications
International, Inc., a Nevada corporation (the “Borrower”), Bank of America, N.A., as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the other lending institutions
(hereinafter, together with the L/C Issuer and the Swing Line Lender, collectively, the “Lenders”) and the other agents party thereto, the Borrower and the undersigned principal financial or accounting officer of the Borrower hereby
certify that (a) the information furnished below in this report was true and correct as of the last day of the Reference Period ended on the date indicated above, (b) as of the date hereof, no Default or Event of Default under the Credit
Agreement has occurred and is continuing, (c) the [quarterly] [annual] financial statements delivered to the Agent herewith were prepared in accordance with generally accepted accounting principles and in compliance with §8.4 of the Credit
Agreement and (d) the representations and warranties set forth in §7 of the Credit Agreement are true and correct as of the date hereof, unless limited by their terms to a specific earlier date. 
 Except as otherwise specified in this Compliance Certificate, the capitalized terms used herein shall have the same meanings ascribed to them in the Credit Agreement.

  

			
	CONTAINER APPLICATIONS INTERNATIONAL, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 -6- 








 COMPLIANCE CERTIFICATE WORKSHEET 
  

						
	1.	  	 Total Leverage Ratio - §10.1
 (for
the Reference Period ended                          , 200    )
	  		
			
	A.	  	Consolidated Funded Debt:	  		
			
		  	Sum of all Indebtedness of the Borrower and its Subsidiaries during such Reference Period relating to:	  		
		  	 •   Borrowed Money (including issuance of notes or bonds):
	  	$	                    
			
		  	 •   Deferred purchase price of assets (other than trade payables):
	  	$	                    
			
		  	 •   Capitalized Leases:
	  	$	                    
			
		  	 •   Rental Obligations:
	  	$	                    
			
		  	 •   Maximum drawing amount of all letters of credit outstanding:
	  	$	                    
			
		  	 •   Indebtedness of any type referred to above of another Person guaranteed by the Borrower or any of its
Subsidiaries:
	  	$	                    
		  	 Total:
	  	$	                    
		  	plus Subordinated Debt obligations:	  	$	                    
			
		  	equals Consolidated Funded Debt:	  	$	                    
			
	B.	  	Consolidated EBITDAR:	  		
			
		  	Consolidated Net Income (or Deficit):	  	$	                    
			
		  	plus depreciation and amortization:	  	$	                    
			
		  	plus income tax expense:	  	$	                    
			
		  	plus Consolidated Total Interest Expense paid or accrued:	  	$	                    
			
		  	plus other noncash charges for such period:	  	$	                    
			
		  	plus principal payments received with respect to Direct Finance Leases:	  	$	                    
			
		  	plus consolidated rental expense:	  	$	                    
			
		  	equals Consolidated EBITDAR:	  	$	                    
			
	C.	  	Total Leverage Ratio equals (Item 1A to Item 1B):	  		
			
	D.	  	The Borrower will not permit the Total Leverage Ratio, as at the end of any Reference Period on or ending during any period described in the table set forth below, to exceed the ratio set
forth opposite such period in such table:	  		









			
	 Period
	  	Ratio
	 Closing Date through 12/31/07
	  	4.50:1.00
	 01/01/08 and thereafter
	  	3.50:1.00

 Notwithstanding the foregoing, in the event that (a) the Borrower prepays (in whole or in part) the
outstanding amount of Interpool Convertible Subordinated Debt, the Borrower will not permit the Total Leverage Ratio, as at the end of any Reference Period ending on or after the date that such prepayment is made, to exceed 3.50:1.00 or (b) the
Term Loan is not advanced within fourteen (14) days following the Closing Date, the Borrower will not permit the Total Leverage Ratio, as at the end of any Reference Period, to exceed 3.50:1.00. 
  

					
	Required Ratio	  	                    	 	
			
	Compliance	  	                    	 	yes/no

  

							
	2	  	 Applicable Margin
 for the Reference Period
ended                          , 20    )
	  		  	
				
	A.	  	Total Leverage Ratio equals (Item IC above):	  	                    	  	:1.00
				
	B.	  	Applicable Margin Level corresponding to Item 2A	  	Level	  	                    
				
	C.	  	Change in Applicable Margin Level	  	                    	  	yes/no
				
		  	Former Level:	  	                    	  	
				
	3.	  	 Senior Leverage Ratio - §10.2 
 (for the Reference Period ended                          ,
20    )
	  		  	
				
	A.	  	Senior Funded Debt:	  		  	
				
		  	Consolidated Funded Debt (result of IA)	  		  	$                    
				
		  	minus Subordinated Debt obligations	  		  	$                    
				
		  	equals Senior Funded Debt	  		  	$                    
				
	C.	  	Senior Leverage Ratio equals (Item 3A to Item 1B):	  		  	

 The Borrower will not permit the Senior Leverage Ratio, as at the end of any Reference Period on or ending during
any period described in the table set forth below, to exceed the ratio set forth opposite such period in such table: 
  

			
	 Period
	  	Ratio
	 Closing Date through 12/31/07
	  	3.50:1.00
	 01/01/08 and thereafter
	  	2.50:1.00

  

 -8- 








 Notwithstanding the foregoing, in the event that (a) the Borrower prepays (in whole or in part) the outstanding
amount of Interpool Convertible Subordinated Debt, the Borrower will not permit the Senior Leverage Ratio, as at the end of any Reference Period ending on or after the date that such prepayment is made, to exceed 2.50:1.00 or (b) that the Term
Loan is not advanced within fourteen (14) days following the Closing Date, the Borrower will not permit the Senior Leverage Ratio, as at the end of any Reference Period, to exceed 2.50:1.00. 
  

					
	Required Ratio	  	                    	 	
			
	Compliance	  	                    	 	yes/no

  

								
	4.	  	Fixed Charge Coverage Ratio - §10.3
(for the Reference Period ended __________ ___, 20___)	  		
			
	A.	  	Consolidated Operating Cash Flow:	  		
			
		  	Consolidated EBITDAR (from item 1B above):	  	$	                    
		  	minus cash income tax taxes paid or payable in such period, excluding cash income taxes with respect to the
Borrower’s fiscal year 2006 income paid by the Borrower in the
2007 fiscal year, in an amount not
exceeding $10,00,000 in the aggregate:	  	$	                    
			
		  	equals Consolidated Operating Cash Flow:	  	$	                    
			
	B.	  	Consolidated Total Debt Service:	  		
			
		  	Sum of:	  		
				
		  	(i)	 	All repayments or prepayments of principal (excluding past prepayments of the Existing Interpool Subordinated Debt and the prepayment of Existing Interpool Subordinated Debt contemplated by
Section 9.8 of the Credit Agreement) due and payable during such Reference Period on Indebtedness with respect to:	  		
				
		  		 	 •   Borrowed Money (including issuance of notes or bonds):
	  	$	                    
				
		  		 	 •   Deferred purchase price of assets (other than trade payables):
	  	$	                    
				
		  		 	 •   Synthetic Leases and Capitalized Leases:
	  	$	                    
				
		  		 	 •   Reimbursement obligations with respect to letters of credit due and payable during such Reference
Period:
	  	$	                    
				
		  		 	 •   Indebtedness of any type referred to above of another Person guaranteed by the Borrower or any of its
Subsidiaries:
	  	$	                    
				
		  		 	plus	  		
				
		  	(ii)	 	Consolidated Total Interest Expense paid or payable in cash:	  	$	                    

  

 -9- 









								
		  	plus	 		  		
				
		  	(iii)	 	1/10th of average daily outstanding amount of Revolving
Credit Loans during such Reference Period:	  	$	                    
				
		  	plus	 		  		
				
		  	(iv)	 	Consolidated rental expense for such Reference Period determined in accordance with GAAP:	  	$	                    
		  		 	 Total:
	  	$	                    
			
	 C.
	  	Fixed Charge Coverage Ratio equals (Item 4A to Item 4B):	  	 	                    
			
	 D.
	  	Fixed Charge Coverage Ratio must not be less than:	  	 	1:25:1.00

  

					
			
	Compliance	  	                    	 	yes/no

  

 -10- 








 Exhibit E 
 ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (this “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes
from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of
the Assignor under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the
“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 
  

	1.	Assignor:
                                        
                     

  

	2.	Assignee:
                                        
                     [and is an Affiliate/Approved Fund of [identify Lender]] 

  

	3.	Borrower(s): Container Applications International, Inc. 

  

	4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 

  

 -11- 









	5.	Credit Agreement: Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September [29], 2006, among the Borrower, the Lenders and agents from time to
time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender 

  

	6.	Assigned Interest: 

  

												
	 Facility Assigned
	  	 Aggregate
 Amount of
 Commitment/Loans
 for all Lenders
	  	 Amount of
 Commitment/Loans
 Assigned
	  	 Percentage
 Assigned of
 Commitment/Loans
	 	 	CUSIP Number
		  	$	                    	  	$	                    	  	                    	%	 	
		  	$	                    	  	$	                    	  	                    	%	 	
		  	$	                    	  	$	                    	  	                    	%	 	

  

	[7.	Trade Date:                     ] 

 Effective Date:                     ,
20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment and Assumption are hereby agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	


  

 -12- 









			
	[Consented to and] Accepted:
	
	BANK OF AMERICA, N.A.,
    as Administrative Agent
		
	By:	 	  

	Title:	 	
	
	[Consented to:]
		
	By:	 	  

	Title:	 	








 Exhibit F 
 FORM OF SWING LINE LOAN NOTICE 
 Date:
                    ,      
  

	To:	Bank of America, N.A., as Swing Line Lender 


	  	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen:

 Reference is made to that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September [29], 2006 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Container Applications International, Inc., a
Nevada corporation (the “Borrower”), the Lenders and agents from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On
                                        
                     (a Business Day). 

  

	 	2.	In the amount of $                     . 

 The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.10.1 of the Agreement;
as of the date hereof there does not exist, and after giving effect to the Swing Line Loan contemplated hereby there shall not exist, any Default or Event of Default. 








			
	CONTAINER APPLICATIONS INTERNATIONAL, INC.
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

 -15- 








 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 1.1 (Existing Letters of Credit) 
 Letter of Credit bearing number 68007619 issued by
Bank of America in the amount of $327,947. 







 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 7.3 (Title to Properties; Leases) 
 NONE 







 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 7.7 (Litigation) 
 Actions, suits, proceedings, or investigations pending or threatened
against the Borrower or its Subsidiaries as of the Closing Date: 
 NONE 







 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 7.15 (Certain Transactions) 
 Affiliates of the Borrower or any of its Subsidiaries are
presently a party to the following agreements with the Borrower or any of its Subsidiaries, copies of which agreements have been provided to the Administrative Agent: 
 1. Redemption Agreement between the Borrower and Interpool dated October 1, 2006, pursuant to which the Borrower will purchase from Interpool all shares of common stock of the Borrower owned by Interpool.

 2. Note Issuance Agreement between the Borrower and Interpool dated October 1, 2006, pursuant to which the Borrower will issue a Note to Interpool in
the aggregate principal amount of Thirty Seven Million Five Hundred Thousand Dollars ($37,500,000) in connection with the purchase of all shares of common stock of the Borrower owned by Interpool. 
 3. Management Agreement between the Borrower and Interpool dated October 1, 2006, pursuant to which the Borrower agrees to manage the operations of a master lease
container business on behalf of Interpool and Interpool retains the services of the Borrower to perform certain billing, collection and lease administration services. 
 4. Investors’ Rights Agreement between the Borrower and Interpool dated October 1, 2006, pursuant to which Interpool (i) was granted certain registration rights, (ii) is entitled under certain
circumstances to board representation and (iii) participate in future equity offerings by the Borrower. 
 5. Security Agreement between the Borrower
and Interpool dated October 1, 2006. 
 6. Second Amended and Restated Subordination and Intercreditor Agreement dated October 1, 2006 among the
Borrower, Interpool and Administrative Agent. 
 7. Termination Agreement between the Borrower and Interpool dated October 1, 2006 
 8. Amendment No. 5 to Operating and Administration Agreement between the Borrower and Interpool dated October 1, 2006. 







 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 7.18 (Environmental Compliance) 
 No disclosure is required. 








 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 7.19 (Subsidiaries, etc.) 
 7.19(a) 
  

					
	 NAME:
	 	 PLACE OF
ORGANIZATION:
	 	PRINCIPAL PLACE OF
BUSINESS/REGISTERED OFFICE:
			
	 Container Applications
 International (U.K.) Limited
	 	England and Wales	 	2nd Floor Office Suite
Knight Court, 49 Crown Street
Brentwood, Essex
CM 14 BD
United Kingdom
			
	 Container Applications
 International (Malaysia) SDN
 BHD
	 	Malaysia	 	Suite 10.05, Level 10, Menara Trend,
Intan Millennium Square, 68 Jalan
Batai Laut, 41300 Klang, Selangor
Darul Ehsan, Malaysia
			
	 Container Applications
 International Corporation
	 	Japan	 	Shinwa Building 6F
9-11 Toranomon 2-Chome
Minato-Ku, Tokyo 105-0001
Japan
			
	 Sky Domestic Container
 Leasing Limited
	 	England and Wales	 	2nd Floor Office Suite
Knight Court, 49 Crown Street
Brentwood, Essex
CM 14 BD
United
Kingdom
			
	 Sky Container Trading
 Limited
	 	England and Wales	 	2nd Floor Office Suite
Knight Court, 49 Crown Street
Brentwood, Essex
CM 14 BD
United
Kingdom

 7.19(b) 
 Joint
ventures or partnerships engaged in by the Borrower or its Subsidiaries as of the Closing Date: 
 NONE 







 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 7.20 (Bank Accounts) 
 As of the Closing Date, the Borrower and its Subsidiaries
maintain the following bank accounts: 
  

	1.	Depository Accounts: 

  

			
	Bank:	 	Bank of America


			
	Account Number:	  	601-99991
	Location:	  	Boston, USA


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	Bank of America


			
	Account Number:	  	501-33778
	Location:	  	Boston, USA


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	Union Bank of California, N.A.


			
	Account Number:	  	2380002194
	Location:	  	San Francisco, USA


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	Union Bank of California, N.A.


			
	Account Number:	  	2380002305
	Location:	  	San Francisco, USA


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	Comerica


			
	Account Number:	  	1892667187
	Location:	  	San Francisco, USA

  

			
	Bank:	 	Sumitomo Mitsui Banking Corporation


			
	Account Number:	  	974627
	Location:	  	Tokyo, Japan


			
	Maximum daily allowed balance:	 	$300,000

  

			
	Bank:	 	Sumitomo Mitsui Banking Corporation


			
	Account Number:	  	1136878
	Location:	  	Tokyo, Japan


			
	Maximum daily allowed balance:	 	$300,000

  

			
	Bank:	 	HSBC


			
	Account Number:	  	81367196
	Location:	  	Essex, England


			
	Maximum daily allowed balance:	 	N/A








 SCHEDULE 7.20 (continued) 
  

			
	Bank:	 	HSBC


			
	Account Number:	  	41590804
	Location:	  	Essex, England


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	HSBC


			
	Account Number:	  	41590812
	Location:	  	Essex, England


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	HSBC


			
	Account Number:	  	59095526
	Location:	  	Essex, England


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	HSBC


			
	Account Number:	  	59116171
	Location:	  	Essex, England


			
	Maximum daily allowed balance:	 	N/A








 SCHEDULE 7.20 (continued) 
  

			
	Bank:	 	Taiwan Cooperative Bank, Taipei Branch


			
	Account Number:	  	0540717152187
	Location:	  	Taipei, Taiwan


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	Taiwan Cooperative Bank, Taipei Branch


			
	Account Number:	  	0540717150907
	Location:	  	Taipei, Taiwan


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	Fortis Bank S.A./N.V. (Formerly Generale Bank)


			
	Account Number:	  	220-0406934-55
	Location:	  	Antwerp, Belgium


			
	Maximum daily allowed balance:	 	$100,000

  

	
	Fortis Bank S.A./N.V. (Formerly Generale Bank)


			
	Account Number:	  	BE94001418723414
	Location:	  	Antwerp, Belgium


			
	Maximum daily allowed balance:	 	N/A

  

			
	Bank:	 	The Bank of Tokyo – Mitsubishi UFJ. Ltd.


			
	Account Number:	  	820-8050613833
	Location:	  	Hong Kong


			
	Maximum daily allowed balance:	 	$100,000

  

			
	Bank:	 	Standard Chartered Bank


			
	Account Number:	  	02-100-2421-6
	Location:	  	Singapore


			
	Maximum daily allowed balance:	 	$100,000

  

			
	Bank:	 	Malaysia Banking Berhad


			
	Account Number:	  	512 642 300 640
	Location:	  	Malaysia


			
	Maximum daily allowed balance:	 	$100,000








 SCHEDULE 7.20 (continued) 
  

	2.	Cash Collateral Account: 

  

			
	Bank:	 	Bank of America


			
	Account Number:	  	4602289157
	Location:	  	Boston, USA


			
	Maximum daily allowed balance:	 	N/A








 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 7.24 (Insurance) 
  

													
	 Marine/Equipment Coverages
	 	 	 	  	Policy Number	  	Liability Limits
	 (A) Physical Damage Including Recovery, Repatriation and Loss of Revenue
 7/1/06 – 7/1/07
	 	100	%	 	Kravag-Logistic
Versicherungs -
AG	  	06CS2580	  	$	10,000,000	  	Per
Occurrence
						
	 (B) Excess Physical Damage Including Recovery, Repatriation and Loss of Revenue
 7/1/06 – 7/1/07
	 	100	%	 	XL Insurance
Switzerland	  	CH00004561MA	  	$	5,000,000	  	Per
Occurrence
						
	 (C) Third Party Liability
 7/1/06 –7/1/07
	 	100	%	 	Lloyds	  	MAHHZ0600113	  	$	20,000,000	  	Per
Occurrence








 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 9.1 (Restrictions on Indebtedness) 
 The following Indebtedness existing on the Closing
Date shall be permitted under Section 9.1(g) of the Credit Agreement: 
  

	1.	Contracts payable to General Electric Capital Corporation (f/k/a BCC Equipment Leasing Corp. and MDFC Equipment Leasing Corp.) 

 A. The following contracts payable relate to Individual Equipment Records 001 and 002 each dated as of March 30, 1995, as amended March 30,
2005, and entered into pursuant to Equipment Lease Agreement No. 3263-1 dated March 30, 1995, as amended March 30, 2005, and as amended to date (the “GECC Lease”): 
 Reference #: 0032631-001 and 0032631-002 
 Rental balance payable as of 8/31/06: $ $428,158 
 B. The following contracts payable relate to Individual
Equipment Records 003 and 004 each dated as of January 31, 1996, and as amended to date, and entered into pursuant to the GECC Lease: 
 Reference #: 0032631-003 and 0032631-004 
 Rental balance payable as of 08/31/06: $508,340








 SCHEDULE 9.1 (continued) 
 C. The following contracts payable relate to Individual Equipment Records 005 and 006 each dated as of December 31, 1997 and entered into pursuant
to the GECC Lease: 
 Reference #: 0032631-005 and 0032631-006 
 Rental balance payable as of 08/31/06: $1,588,620 
  

	2.	Contracts payable to US Bancorp (f/k/a Cargill Leasing Corporation.) 

 Reference #: 600007943 (relating to US Bancorp Lease dated 5/29/98) 
 Rental balance payable
as of 08/31/06: $514,830 
  

	3.	The amounts payable to the Existing Lenders under the Revolving Credit Agreement dated as of April 28, 2005, as amended to date, which will be paid in connection with the
Closing. 

 Principal amount: $72,000,000. 
  

	4.	The following amounts payable to the Existing Lenders under certain letters of credit issued under the Fifth Restated Credit Agreement dated as April 28, 2005, as amended to
date: 

 Reference: Letter of Credit Number 68007619 (Expiry date 12/31/06) 
 Balance payable as of 8/31/06: $327,947 







 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 9.2 (Existing Liens) 
 Liens held by the following Persons are existing on the Closing
Date and shall be permitted under Section 9.2 of the Credit Agreement: 
 1. US Bancorp (f/k/a Cargill Leasing Corporation) pursuant to (i) that
certain Intermodal Container Lease Agreement between Container Applications International, Inc. and Cargill Leasing Corporation dated as of May 29, 1998, as amended (collectively, the “US Bancorp Leases”). 
 2. General Electric Capital Corporation (f/k/a BCC Equipment Leasing Corporation and McDonnell Douglas Finance Corporation) pursuant to that certain Equipment Lease
Agreement between MDFC Equipment Leasing Corporation and Container Applications International, Inc. dated as of March 30, 1995, as amended; 
 3. Bank
of America ) pursuant to that certain Revolving Credit Agreement dated as of April 28, 2005, as amended; and Security Agreement of even date therewith, as amended. 







 REVOLVING CREDIT AGREEMENT 
 SCHEDULE 9.3 (Existing Investments) 
 NONE