UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2016

TRAC INTERMODAL LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

551112

(Primary Standard Industrial

Classification Code Number)

46-0648957

(I.R.S. Employer Identification No.)

750 College Road East

Princeton, New Jersey 08540

(609) 452-8900

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

As previously reported, TRAC Intermodal LLC (the “Company”) and TRAC Intermodal Corp. (the “Co-Issuer” and, together with the Company, the “Issuers”) are parties to the Indenture, dated as of August 9, 2012 (the “Base Indenture”), among the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee and as notes collateral agent (the “Trustee”), as supplemented by the Supplemental Indenture, dated as of March 15, 2013 (the “First Supplemental Indenture”), among the Issuers, TRAC Logistics LLC (“TRAC Logistics”), TRAC Drayage LLC and the Trustee, and the Second Supplemental Indenture, dated as of October 21, 2015 (the “Second Supplemental Indenture,” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Issuers, TRAC Chassis Pool Management LLC (“TRAC Chassis”), TRAC Services LLC (“TRAC Services”) and the Trustee, relating to the Company’s 11% Senior Secured Notes due 2019 (the “Notes”). On March 24, 2016 the Issuers, TRAC Interstar LLC (the “New Guarantor”) and the Trustee entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture, pursuant to which the New Guarantor provided a full and unconditional guarantee of the Notes.  The New Guarantor is a subsidiary of TRAC Services.  TRAC Services is a subsidiary of TRAC Logistics. TRAC Logistics is a subsidiary of Interpool, Inc., d/b/a TRAC Intermodal (“Interpool”), which is a subsidiary of the Company.  The foregoing description is qualified in its entirety by the complete terms of the Third Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As previously reported, Interpool is party to an asset based credit agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among the loan parties listed therein, the lenders named therein and Bank of America, N.A. as administrative agent (the “Administrative Agent”).  On March 24, 2016, the New Guarantor and the Administrative Agent entered into a joinder to the Credit Agreement (the “TRAC Interstar Joinder”) pursuant to which the New Guarantor agreed to guaranty the obligations set forth in Article X of the Credit Agreement.  The foregoing description is qualified in its entirety by the complete terms of the TRAC Interstar Joinder, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 is hereby incorporated by reference into this Item 2.03.

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Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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