Exhibit 10.1


 




	
  

  	
  Execution
  Version INCREMENTAL FACILITY AMENDMENT INCREMENTAL FACILITY AMENDMENT, dated
  as of April 15, 2014 (this “Incremental Facility Amendment”), to the Credit
  Agreement, dated as of August 9, 2012 (as amended or modified from time to time,
  the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under
  the laws of Delaware (the “Borrower”), the other loan parties thereto (the
  “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN
  CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). W I T
  N E S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have
  agreed to make, and have made, certain loans and other extensions of credit
  to the Borrower; WHEREAS, pursuant to Section 2.08(e) of the Credit
  Agreement, the Borrower wishes to obtain additional Revolving Commitments
  under the Credit Agreement from the Incremental Facility Lenders (as defined
  below) in an aggregate principal amount of $80,000,000. WHEREAS, each
  financial institution executing a signature page hereto (each, an
  “Incremental Facility Lender”) has agreed to provide the additional Revolving
  Commitments in the amount set forth opposite to their name in the commitment
  schedule attached hereto as Schedule A (the “Incremental Revolving Commitment
  Schedule”; such additional Revolving Commitments set forth in the Incremental
  Revolving Commitment Schedule, the “Incremental Revolving Commitments”), upon
  the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration
  of the mutual agreements herein contained and other good and valuable
  consideration, the sufficiency and receipt of which are hereby acknowledged,
  the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Unless
  otherwise defined herein, terms defined in the Credit Agreement and used
  herein shall have the meanings given to them in the Credit Agreement. SECTION
  2. Incremental Revolving Commitments. (a) On the Incremental Facility
  Amendment Effective Date (as defined below), this Incremental Facility
  Amendment shall constitute an “Incremental Facility Amendment” pursuant to
  section 2.08(f) of the Credit Agreement, the Incremental Revolving
  Commitments shall constitute additional “Revolving Commitments” and any loans
  made pursuant to the Incremental Revolving Commitments shall constitute
  “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein,
  the Incremental Revolving Commitments shall have the same terms and
  conditions as those of the Revolving Commitments existing prior to the
  Incremental Facility Amendment Effective Date under the Credit Agreement. (c)
  From the Incremental Facility Amendment Effective Date until the Maturity
  Date, all Loans shall be made in accordance with the aggregate Revolving
  Commitments of the Lenders after giving effect to the Incremental Revolving
  Commitments. On the Business Day following the Incremental Facility Amendment
  Effective Date, all outstanding ABR Advances shall be reallocated among the
  Lenders in accordance with the Lenders’ respective revised Applicable
  Percentages and the Lenders shall make adjustments among themselves, and
  payments to each other as needed, with respect to the Advances then
  outstanding and amounts of principal, interest, commitment fees and other
  amounts paid or payable with respect thereto as shall be necessary, in the
  opinion of the Administrative Agent, in

  






 















	
  

  	
   order to effect such reallocation.
  Eurodollar Advances shall not be reallocated among the Lenders until the
  expiration of the applicable Interest Period in effect at the time of the
  Incremental Facility Amendment Effective Date, at which time any such
  Eurodollar Advances being continued shall be reallocated, and any such
  Eurodollar Advances being converted to ABR Advances shall be converted and
  allocated, among the Lenders at such time in accordance with their Revolving
  Commitments at such time. For the avoidance of doubt, it is understood that
  commitment fees with respect to the Incremental Revolving Commitments shall
  accrue from the Incremental Facility Amendment Effective Date. (d) Upon the
  Incremental Facility Amendment Effective Date, each Incremental Facility
  Lender that is not a Lender under the Credit Agreement immediately prior to
  the the Incremental Facility Amendment Effective Date will be a Lender under
  the Credit Agreement for all purposes of the Credit Agreement. SECTION 3.
  Fees. The Borrower agrees to pay on the Incremental Facility Amendment
  Effective Date to the Administrative Agent, for the account of each
  Incremental Facility Lender, fees in the amounts previously communicated by
  the Borrower to each such Incremental Facility Lender. SECTION 4. Amendments
  to Credit Agreement to Reflect the Incremental Revolving Commitments. (a)
  Amendment of Total Revolving Commitment. Pursuant to Section 2.08(f) of the
  Credit Agreement, the definition of “Total Revolving Commitment” is hereby
  amended by deleting the current amount of $950,000,000 and replacing it with
  the new amount of $1,030,000,000. (b) Amendment of Commitment Schedule.
  Pursuant to Section 2.08(g) of the Credit Agreement, the Commitment Schedule
  is hereby replaced with the revised Commitment Schedule attached hereto as
  Schedule B. SECTION 5. Effectiveness of Incremental Facility Amendment. This
  Incremental Facility Amendment shall become effective upon satisfaction of
  the following conditions precedent (such date, the “Incremental Facility
  Amendment Effective Date”): The Administrative Agent shall have received the
  following: (i) counterparts to this Incremental Facility Amendment duly executed
  by the Borrower and each Incremental Facility Lender; (ii) a fee for the
  account of each Incremental Facility Lender that is a party to this
  Incremental Facility Amendment in accordance with Section 3 hereof; (iii) all
  other fees required to be paid, and all expenses for which invoices have been
  presented (including the reasonable and documented fees and reasonable,
  documented, out-of-pocket expenses of legal counsel) required to be paid;
  (iv) executed counterparts from each Loan Party of the Pledge and Security
  Acknowledgement substantially in the form attached hereto as Exhibit A (the
  “Pledge and Security Acknowledgement”); 2

  






 















	
  

  	
   (v) certified resolutions from the board of
  directors, members or other similar body of each Loan Party authorizing the execution,
  delivery and performance of the Incremental Facility Amendment; (vi) a
  certificate from the Borrower certifying that, immediately before and
  immediately after giving effect to the Incremental Revolving Commitments, (A)
  the representations and warranties contained in Article III of the Credit
  Agreement and the other Loan Documents are true and correct in all material
  respects (it being understood and agreed that any representation or warranty
  which by its terms is made as of a specified date shall be required to be
  true and correct in all material respects only as of such specified date, and
  that any representation or warranty which is subject to any materiality
  qualifier or “Material Adverse Effect” shall be required to be true and
  correct in all respects), and (B) no Default exists; and (vii) the Lenders
  under the Credit Agreement shall have consented to (i) amend Section 2.08(e)
  of the Credit Agreement to provide that the maximum Total Revolving
  Commitment set forth therein shall be at least $1,250,000,000 and (ii) amend
  the definitions of “Applicable Commitment Fee Rate” and “Applicable Rate” in
  the Credit Agreement, in each case pursuant to the terms of Amendment No. 2
  to the Credit Agreement dated as of the date hereof (the “Amendment No. 2”),
  and such Amendment No. 2 shall have become effective pursuant to its terms.
  SECTION 6. Representations and Warranties. To induce the other parties hereto
  to enter into this Incremental Facility Amendment and to provide the
  Incremental Revolving Commitments, the Borrower hereby represents and
  warrants to the Administrative Agent and to each Incremental Facility Lender,
  as of the Incremental Facility Amendment Effective Date: (a) Each Loan Party
  has the power and authority, and the legal right, to make, deliver and
  perform this Incremental Facility Amendment, and to perform its obligations
  hereunder. Each Loan Party has the requisite corporate or other
  organizational power and authority to execute and deliver the Pledge and
  Security Acknowledgement. The execution, delivery and performance by the
  Borrower of this Incremental Facility Amendment, and by the Loan Parties of
  the Pledge and Security Acknowledgement, have been authorized by all
  necessary corporate or other organizational action of such person, and no other
  corporate or other organizational proceedings on the part of each such person
  is necessary to consummate such transactions. (b) This Incremental Facility
  Amendment has been duly executed and delivered on behalf of the Borrower. The
  Pledge and Security Acknowledgement has been duly executed and delivered by
  each Loan Party. Each of the Incremental Facility Amendment and the Pledge
  and Security Acknowledgement (i) is a legal, valid and binding obligation of
  each Loan Party party hereto and thereto, enforceable against each such Loan
  Party in accordance with its terms, subject to bankruptcy, insolvency,
  reorganization, moratorium or similar laws affecting creditors’ rights
  generally and by general equitable principles (whether enforcement is sought
  by proceedings in equity or at law) and an implied covenant of good faith and
  fair dealing and (ii) is in full force and effect subject to bankruptcy,
  insolvency, reorganization, moratorium or similar laws affecting creditors’
  rights generally and by general equitable principles (whether enforcement is
  sought by proceedings in equity or at law). Neither the execution, delivery
  or performance of this Incremental Facility Amendment, nor the performance of
  the transactions contemplated hereby, will invalidate the security interest
  granted on the Collateral pursuant to the Loan Documents or the priority or
  perfection of the Administrative Agent’s Lien on such Collateral. 3

  






 















	
  

  	
   (c) The execution and delivery of this
  Incremental Facility Amendment or the Pledge and Security Acknowledgment by
  any Loan Party (i) do not require any consent or approval of, registration or
  filing with, or any other action by, any Governmental Authority, except such
  as have been obtained or made and are in full force and effect and except, to
  the extent permitted by the Loan Documents, for filings necessary to perfect
  Liens created pursuant to the Loan Documents, (ii) will not violate any
  Requirement of Law applicable to any Loan Party or any of its Restricted
  Subsidiaries, (iii) will not violate or result in a default under any
  indenture, agreement or other instrument binding upon any Loan Party or any
  of its Restricted Subsidiaries or the assets of any Loan Party or any of its
  Restricted Subsidiaries, or give rise to a right thereunder to require any
  payment to be made by any Loan Party or any of its Restricted Subsidiaries,
  and (iv) will not result in the creation or imposition of any Lien on any
  asset of any Loan Party or any of its Restricted Subsidiaries; except Liens
  created pursuant to the Loan Documents, except, in each case other than with
  respect to the creation of Liens, to the extent that any such violation,
  default or right, or any failure to obtain such consent or approval or to
  take such action, could not reasonably be expected to result in a Material
  Adverse Effect. SECTION 7. Effect on the Credit Agreement. (a) Except as
  specifically amended above, the Credit Agreement shall continue to be in full
  force and effect and is hereby in all respects ratified and confirmed. (b)
  The execution, delivery and effectiveness of this Incremental Facility
  Amendment shall not operate as a waiver of any right, power or remedy of any
  Lender or the Administrative Agent under the Credit Agreement, nor constitute
  a waiver of any provision of any of the Credit Agreement. SECTION 8. First
  Priority Obligations. It is the intention of the parties that Obligations in
  respect of the Incremental Revolving Commitments constitute “First Priority
  Obligations” under the Intercreditor Agreement. SECTION 9. Expenses. The
  Borrower agrees to pay or reimburse the Administrative Agent for all of its
  out-of-pocket costs and reasonable expenses incurred in connection with this
  Incremental Facility Amendment, any other documents prepared in connection
  herewith and the transaction contemplated hereby, including, without
  limitation, the reasonable fees and disbursements of counsel to the
  Administrative Agent. SECTION 10. Governing Law; Waiver of Jury Trial. THE
  INCREMENTAL FACILITY AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
  UNDER OR RELATED TO OR IN CONNECTION WITH THE INCREMENTAL FACILITY AMENDMENT,
  THE RELATIONSHIP OF THE PARTIES AND/OR THE INTERPRETATION AND ENFORCEMENT OF
  THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE
  STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER
  THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. EACH PARTY
  HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTION 9.09 OF THE CREDIT
  AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. SECTION 11.
  Counterparts. This Incremental Facility Amendment may be executed in
  counterparts (and by different parties hereto on different counterparts),
  each of which shall constitute an original, but all of which when taken
  together shall constitute a single contract. This Incremental Facility
  Amendment, the Credit Agreement and the other Loan Documents constitute the
  entire contract among the parties relating to the subject matter hereof and
  supersede any and all previous agreements and understandings, oral or
  written, relating to the subject matter hereof. Delivery of an executed
  counterpart of a signature page of this Incremental Facility Amendment by
  facsimile or email shall be effective as delivery of a manually executed
  counterpart of this Amendment. THIS INCREMENTAL FACILITY AMENDMENT, THE
  CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS 4

  






 















	
  

  	
   REPRESENT THE FINAL AGREEMENT BETWEEN THE
  PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE
  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
  AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
  PARTIES. [Remainder of page intentionally left blank.] 5

  






 















	
  

  	
  IN WITNESS
  WHEREOF, the parties hereto have caused this Incremental Facility Amendment
  to be duly executed and delivered by their respective proper and duly
  authorized officers as of the day and year first above written. INTERPOOL,
  INC. By: Name: Christopher Annese Title: Chief Financial Officer [Signature
  Page to Incremental Facility Amendment]

  






 















	
  

  	
  JPMORGAN CHASE
  BANK, N.A., as Administrative Agent and as a Lender By: Name: Matthew H.
  Massie Title: Managing Director

  






 















	
  

  	
  NYCB Specialty
  Finance Company LLC, (a wholly owned subsidiary of New York Community Bank),
  as a Lender By: Name: Willard D. Dickerson, Jr. Title: Senior Vice President
  [Lender Signature Page]

  






 















	
  

  	
  CITY NATIONAL
  BANK, a national banking association, as a Lender By: Name: Mia Bolin Title:
  Vice President [Lender Signature Page]

  






 















	
  

  	
  FirstMerit
  Bank, N.A. , as a Lender By: Name: Lynn Alan Gruber Title: Vice President
  [Lender Signature Page]

  






 















	
  

  	
  People’s United
  Bank, as a Lender By: Name: Carmen Caporrino Title: Senior Vice President
  [Lender Signature Page]

  






 















	
  

  	
  COMPASS BANK,
  as a Lender By: Name: Michael Sheff Title: Sr. Vice President [Lender
  Signature Page]

  






 















	
  

  	
  CIT Finance
  LLC, as a Lender By: Name: Renee M. Singer Title: Managing Director [Lender
  Signature Page]

  






 















	
  

  	
  SunTrust Bank,
  as a Lender By: Name: Brian O’Fallon Title: Director [Lender Signature Page]

  






 















	
  

  	
  Webster
  Business Credit Corp. , as a Lender By: Name: Joseph Zautra Title: SVP
  [Lender Signature Page]

  






 















	
  

  	
  CATHAY BANK, as
  a Lender By: Name: HUMBERTO CAMPOS Title: VICE PRESIDENT [Lender Signature
  Page]

  






 















	
  

  	
  ROYAL BANK OF
  CANADA, as a Lender By: Ben Thomas Name: Ben Thomas Title: Authorized
  Signatory [Lender Signature Page]

  






 















	
  

  	
  First Niagara
  Commercial Finance, Inc., as a Lender By: Name: Danielle Prentis Title: Vice
  President — Portfolio Manager [Lender Signature Page]

  






 















	
  

  	
  Schedule A
  Incremental Revolving Commitment Schedule Lender Incremental Revolving
  Commitment NYCB Specialty Finance Company LLC $18,000,000 City National Bank
  $12,000,000 FirstMerit Bank N.A. $10,000,000 People’s United Bank $10,000,000
  Compass Bank $5,000,000 CIT Finance LLC $5,000,000 SunTrust Bank $5,000,000
  Webster Business Credit Corp. $5,000,000 Cathay Bank $5,000,000 Royal Bank of
  Canada $3,000,000 First Niagara Commercial Finance, Inc. $2,000,000 Total
  $80,000,000

  






 















	
  

  	
  Schedule B
  Commitment Schedule Lender Revolving Commitment DVB Bank SE $125,000,000
  JPMorgan Chase Bank, N.A. $95,000,000 Bank of America, N.A. $95,000,000
  Deutsche Bank Trust Company Americas $95,000,000 Wells Fargo Bank, N.A.
  $95,000,000 Union Bank, N.A. $60,000,000 Royal Bank of Canada $53,000,000 RBS
  Citizens Business Capital $50,000,000 PNC Bank, National Association
  $40,000,000 Regions Bank $35,000,000 Compass Bank $35,000,000 FirstMerit
  Bank, N.A. $35,000,000 Capital One Business Credit Corp. $30,000,000 CIT
  Finance LLC $30,000,000 SunTrust Bank $30,000,000 People’s United Bank
  $30,000,000 NYCB Specialty Finance Company LLC $30,000,000 Webster Business
  Credit Corp. $20,000,000 City National Bank $20,000,000 Cathay Bank
  $15,000,000 First Niagara Commercial Finance, Inc. $12,000,000 Total
  $1,030,000,000

  






 















	
  

  	
  Pledge and
  Security Acknowledgement Each of the parties hereto hereby acknowledges and
  consents to the Incremental Facility Amendment, dated as of April [ ], 2014
  (the “Incremental Facility Amendment”; capitalized terms used herein, but not
  defined, shall have the meanings set forth in the Incremental Facility
  Amendment or the Credit Agreement (hereinafter defined)), to the Credit
  Agreement, dated as of August 9, 2012 (as amended or modified from time to
  time, the “Credit Agreement”), among INTERPOOL, INC. a corporation organized
  under the laws of Delaware (the “Borrower”), the other loan parties thereto
  (the “Loan Parties”), the lenders party thereto (the “Lenders”) and JPMORGAN
  CHASE BANK, N.A., as administrative agent (in such capacity, the
  “Administrative Agent”) and agrees with respect to each Loan Document to
  which it is a party: (a) all of its obligations, liabilities and indebtedness
  under such Loan Document shall remain in full force and effect on a
  continuous basis after giving effect to the Incremental Facility Amendment
  and its guarantee, if any, of the obligations, liabilities and indebtedness
  of the other Loan Parties under the Credit Agreement shall extend to and
  cover the Incremental Revolving Commitments made pursuant to the Incremental
  Facility Amendment and the Loans, interest thereon and fees and expenses and
  other obligations in respect thereof; and (b) giving effect to the
  Incremental Facility Amendment will not invalidate the security interests, if
  any, granted by such Loan Party on the Collateral pursuant to the Loan
  Documents or the priority or perfection of the Administrative Agent’s Lien on
  such Collateral. [Signatures on Following Page] Pledge and Security
  Acknowledgement

  






 















	
  

  	
  INTERPOOL INC.
  By Name: Christopher Annese Title: Chief Financial Officer TRAC INTERMODAL
  LLC By Name: Christopher Annese Title: Chief Financial Officer TRAC
  INTERMODAL CORP. By Name: Christopher Annese Title: Chief Financial Officer
  TRAC LEASE, INC. By Name: Christopher Annese Title: Chief Financial Officer
  TRAC LOGISTICS LLC By: Name: Christopher Annese Title: Chief Financial
  Officer TRAC DRAYAGE LLC By: Name: Christopher Annese Title: Chief Financial
  Officer Pledge and Security Acknowledgement