TEXTAINER GROUP HOLDINGS LIMITED (a Bermuda company) 6,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.250% Series B Cumulative Redeemable Perpetual Preference Shares UNDERWRITING AGREEMENT Dated: August 16, 2021Underwriting Agreement • August 23rd, 2021 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 5, 2022 among TEXTAINER LIMITED, as the Borrower, TEXTAINER GROUP HOLDINGS LIMITED, as the Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer, ING...Credit Agreement • February 14th, 2023 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
10,350,000] Common Shares TEXTAINER GROUP HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2007 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
TERM LOAN AGREEMENT Dated as of April 30, 2014 among TEXTAINER LIMITED, as the Borrower, TEXTAINER GROUP HOLDINGS LIMITED, as the Guarantor, UNION BANK, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO Arranged By: UNION BANK, N.A ING...Term Loan Agreement • March 13th, 2015 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
This TERM LOAN AGREEMENT (this “Agreement”) is entered into as of April 30, 2014, among TEXTAINER LIMITED, an exempted company with limited liability incorporated under the laws of Bermuda (the “Borrower”), TEXTAINER GROUP HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of Bermuda (the “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and UNION BANK, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGER by and among TEXTAINER GROUP HOLDINGS LIMITED, TYPEWRITER PARENT LTD. and TYPEWRITER MERGER SUB LTD. Dated as of October 22, 2023Agreement and Plan of Merger • October 23rd, 2023 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2023 (this “Agreement”), is entered into by and among Textainer Group Holdings Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (the “Company”), Typewriter Parent Ltd., an exempted company incorporated under the Companies Act (2023 Revision) (as amended) of the Cayman Islands (“Parent”), and Typewriter Merger Sub Ltd., an exempted company limited by shares incorporated under the Laws of Bermuda and a Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”). Capitalized terms are used herein with the definitions set forth in Exhibit A.
CREDIT AGREEMENT Dated as of April 30, 2012 Among TAP FUNDING LTD., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and WELLS FARGO SECURITIES LLC, as Administrative AgentCredit Agreement • March 15th, 2013 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec
This CREDIT AGREEMENT is made as of April 30, 2012, by and among TAP FUNDING LTD., an exempted company with limited liability organized under the laws of Bermuda (together with its successors and permitted assigns, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO SECURITIES, LLC, a limited liability company organized under the laws of the State of Delaware, as administrative agent for the Lenders (together with its successors and permitted assigns, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2019 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • California
THIS AGREEMENT made as of the 13th day of August 2018 (the “Effective Date”) by and between TEXTAINER EQUIPMENT MANAGEMENT (U.S.) LIMITED (“Employer”), a Delaware corporation, and OLIVIER GHESQUIERE (hereinafter referred to as "Employee") (jointly, the "Parties").
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • California
THIS AGREEMENT is made as of the later of the 1st day of October 2011 or the day after the termination of employment of the current President and CEO, John A. Maccarone, (the “Effective Date”) by and between TEXTAINER EQUIPMENT MANAGEMENT (U.S.) LIMITED (“Employer”), a Delaware corporation, and ROBERT D. PEDERSEN (hereinafter referred to as “Employee”) (jointly, the “Parties”).
CREDIT AGREEMENT Dated as of April 22, 2008 among TEXTAINER LIMITED, as the Borrower, TEXTAINER GROUP HOLDINGS LIMITED, as the Guarantor, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA...Credit Agreement • March 16th, 2009 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
This CREDIT AGREEMENT (this “Credit Agreement” or “Agreement”) is entered into as of April 22, 2008, among TEXTAINER LIMITED, a company with limited liability organized under the laws of Bermuda (the “Borrower”), TEXTAINER GROUP HOLDINGS LIMITED, a company with limited liability organized under the laws of Bermuda (the “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
REVOLVING CREDIT AGREEMENT Dated as of July 23, 2015 among TEXTAINER LIMITED, as the Borrower, TEXTAINER GROUP HOLDINGS LIMITED, as the Guarantor, ABN AMRO CAPITAL USA LLC, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO Arranged By: ABN...Revolving Credit Agreement • March 11th, 2016 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
This REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of July 23, 2015, among TEXTAINER LIMITED, an exempted company with limited liability incorporated under the laws of Bermuda (the “Borrower”), TEXTAINER GROUP HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of Bermuda (the “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and ABN AMRO CAPITAL USA LLC, as Administrative Agent.
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT between TEXTAINER EQUIPMENT MANAGEMENT LIMITED and TAP FUNDING LTD. Dated as of April 26, 2013Management Agreement • March 19th, 2014 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (as amended, modified and supplemented from time to time in accordance with the terms hereof, the “Agreement”) is dated as of April 26, 2013 between TAP Funding Ltd., an exempted company limited by shares and existing under the laws of Bermuda (the “Owner”) and Textainer Equipment Management Limited, an exempted company limited by shares and existing under the laws of Bermuda (“TEML”), as manager (the “Manager”).
DEPOSIT AGREEMENT among TEXTAINER GROUP HOLDINGS LIMITED and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and the Holders from time to time of Receipts issued hereunder Relating to the Issuer’s Receipts, Depositary...Deposit Agreement • April 14th, 2021 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2007 • Textainer Group Holdings LTD • California
THIS AGREEMENT made as of the 1st day of January 1998 (the “Effective Date”) by and between TEXTAINER EQUIPMENT MANAGEMENT (U.S.) LIMITED (“Employer”), a Delaware corporation, and ERNEST J. FURTADO (hereinafter referred to as “Employee”) (jointly, the “Parties”).
CREDIT AGREEMENT Dated as of April 26, 2013 among TAP FUNDING LTD., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, ABN AMRO CAPITAL USA LLC, as Administrative Agent and ABN AMRO CAPITAL USA LLC, as Mandated Lead ArrangerCredit Agreement • March 19th, 2014 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec
This CREDIT AGREEMENT is made as of April 26, 2013, by and among TAP FUNDING LTD., an exempted company limited by shares incorporated under the laws of Bermuda (together with its successors and permitted assigns, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), ABN AMRO CAPITAL USA LLC, a Delaware limited liability company, as administrative agent for the Lenders (together with its successors and permitted assigns, the “Administrative Agent”), and ABN AMRO CAPITAL USA LLC, as the mandated lead arranger (the “Mandated Lead Arranger”).
AMENDMENT NUMBER 7 TO SECOND AMENDED AND RESTATED INDENTURE, AMENDMENT 2 TO SERIES 2005-1 SUPPLEMENT AND SERIES 2010-1 SUPPLEMENTS AND AMENDMENT 1 TO SERIES 2011-1 SUPPLEMENTTextainer Group Holdings LTD • March 15th, 2012 • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT, dated as of February 3, 2012 (this “Amendment”), by and between TEXTAINER MARINE CONTAINERS LIMITED, a company organized and existing under the laws of Bermuda (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”), is made to the Indenture (as defined below).
MANAGEMENT AGREEMENTManagement Agreement • March 27th, 2017 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • California
THIS MANAGEMENT AGREEMENT (as amended, modified and supplemented from time to time in accordance with the terms hereof, the “Agreement”) is dated as of December 1, 2016 between Maccarone Container Fund, LLC, a California Limited Liability Company (the “Owner”) and Textainer Equipment Management Limited, an exempted company limited by shares and existing under the laws of Bermuda (“TEML”), as manager (the “Manager”).
AMENDMENT TO THE DEPOSIT AGREEMENTDeposit Agreement • August 23rd, 2021 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
This Amendment (this “Amendment”) is entered into as of August 23, 2021 and amends that certain Deposit Agreement, dated as of April 13, 2021 (the “Deposit Agreement”), among (i) TEXTAINER GROUP HOLDINGS LIMITED, a Bermuda exempted company limited by shares (the “Company”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), and (iii) the Holders from time to time of the Receipts described herein. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Deposit Agreement.
AMENDMENT NUMBER 1 TO CREDIT AGREEMENT AND SECURITY AGREEMENTCredit Agreement and Security Agreement • March 19th, 2014 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NUMBER 1, dated as of July 25, 2013 (this “Amendment”), by and among TEXTAINER LIMITED (“TL”), a company with limited liability organized under the laws of Bermuda (the “Borrower”), TEXTAINER GROUP HOLDINGS LIMITED (the “Guarantor”), a company with limited liability organized under the laws of Bermuda, the financial institutions listed on the signature pages hereof under the headings “LENDERS” (each a “Lender” and, collectively, the “Lenders”), or “SWAP CONTRACT COUNTERPARTIES” (each a “Swap Contract Counterparty” and, collectively, the “Swap Contract Counterparties”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and L/C Issuer, is made to the Credit Agreement (as defined below) and the Security Agreement (as defined below).
AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENTTextainer Group Holdings LTD • March 28th, 2008 • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NUMBER 1, dated as of November 21, 2007 (this “Amendment”) to the SECOND AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT, dated as of June 8, 2006 (as amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, the “Series 2000-1 Supplement”), each by and between TEXTAINER MARINE CONTAINERS LIMITED, a company with limited liability organized and existing under the laws of Bermuda (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated June 29, 2011, is entered into by and among TCG Fund I, L.P., a Cayman Islands limited partnership (the “Seller”), and Textainer Limited, a Bermuda exempted company (the “Purchaser”).
OMNIBUS AMENDMENT NO. 1 TO INDENTURE, SERIES 2013-1 SUPPLEMENT AND SERIES 2013-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 19th, 2014 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 1, dated as of October 29, 2013 (the “Amendment”), is made to (i) the Indenture, dated as of August 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), between TEXTAINER MARINE CONTAINERS IV LIMITED, as issuer (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”), (ii) the Series 2013-1 Supplement, dated as of August 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Supplement”), between the Issuer and the Indenture Trustee, and (iii) the Series 2013-1 Note Purchase Agreement, dated as of August 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Issuer, the Series 2013-1 Noteholders party thereto and the other parties thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2013 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • California
THIS AGREEMENT made as of the 1st day of April 2012 (the “Effective Date”) by and between TEXTAINER EQUIPMENT MANAGEMENT (U.S.) LIMITED (“Employer”), a Delaware corporation, and ERNEST J. FURTADO (hereinafter referred to as “Employee”) (jointly, the “Parties”).
Re: Amendments to Textainer Credit AgreementTextainer Group Holdings LTD • October 5th, 2007 • Services-equipment rental & leasing, nec • New York
Reference is hereby made to the Third Amended and Restated Credit Agreement, dated as of January 31, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Textainer Limited (“TL”), Textainer Group Holdings Limited (“TGH”), the financial institutions therein named as Banks, and Bank of America, N.A. (as successor to Fleet National Bank), as agent (in such capacity, the “Agent”) and as issuing bank. Capitalized terms used and not otherwise defined herein have the meanings given to such terms in the Credit Agreement.
AMENDMENT NUMBER 7 TO CREDIT AGREEMENTCredit Agreement • March 13th, 2015 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NUMBER 7, dated as of September 17, 2014 (this “Amendment”), by and among TW CONTAINER LEASING, LTD., a company with limited liability organized under the laws of Bermuda (the “Borrower”), the financial institutions listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and WELLS FARGO SECURITIES LLC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), is made to the Credit Agreement (as defined below).
AMENDMENT NUMBER 3 TO CREDIT AGREEMENTCredit Agreement • March 15th, 2013 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NUMBER 3, dated as of December 12, 2012 (this “Amendment”), by and among TW CONTAINER LEASING, LTD., a company with limited liability organized under the laws of Bermuda (the “Borrower”), the financial institutions listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and WELLS FARGO SECURITIES LLC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), is made to the Credit Agreement (as defined below).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • Delaware
This Indemnification Agreement (the “Agreement”), dated as of ___, 20__, between Textainer Group Holdings Limited, a Bermuda corporation (the “Corporation”), and ____________ (together with such person’s spouse or domestic partner, “Indemnitee”).
AMENDMENT NUMBER 5 TO SECOND AMENDED AND RESTATED INDENTUREIndenture • March 18th, 2011 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NUMBER 5, dated as of June 29, 2010 (this “Amendment”), by and between TEXTAINER MARINE CONTAINERS LIMITED, a company organized and existing under the laws of Bermuda (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”), is made to the Indenture (as defined below).
SHARE PURCHASE AGREEMENTContribution and Sale Agreement • March 28th, 2008 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS AMENDED AND RESTATED MEMBERS AGREEMENT (this “Agreement”) is made among Textainer Marine Containers Limited, an exempted company incorporated in Bermuda with limited liability (the “Issuer” or the “Company”), FB Transportation Capital LLC (“FBT”), a limited liability company organized under the laws of the State of Delaware, and Textainer Limited, an exempted company incorporated in Bermuda with limited liability (“Textainer”), effective as of the Restatement Effective Date as hereinafter defined.
OFFICE LEASE by and between PIVOTAL 650 CALIFRONIA ST., LLC, an Arizona limited liability company, “Landlord” and TEXTAINER EQUIPMENT MANAGEMENT (U.S.) LIMITED, a Delaware corporation, “Tenant” August 8 , 2001 650 California Street San Francisco,...Office Lease • September 26th, 2007 • Textainer Group Holdings LTD • California
Landlord shall provide the Leased Premises to Tenant, and Tenant accepts the Leased Premises in an “as-is” condition, and Landlord makes no representations or warranties concerning the condition of the Leased Premises, including, without limitation, those relating to the structure of the Leased Premises, systems and components thereof, and the internal air quality within the Leased Premises, and has no obligation to construct, remodel, improve, repair, decorate or paint the Leased Premises or any improvement thereon or part thereof, except as set forth in Article 7.4 of this Lease. Tenant represents and warrants that it has inspected the Leased Premises prior to execution of this Lease, and that it is relying on its own inspection in executing this Lease and not on any statement, representation or warranty of Landlord, its agents or employees.
JOINT INDEMNIFICATION AGREEMENTJoint Indemnification Agreement • March 25th, 2019 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
JOINT INDEMNIFICATION AGREEMENT (this “Agreement”) dated and effective as of May 11, 2018 (“Effective Date”), by and among Textainer Group Holdings Limited, a Bermudan corporation with company registration number 18896, ("Company"), Halco Holdings Inc., a British Virgin Islands company with company registration number 1506006, (“Halco”) and Trencor Limited, a company incorporated in the Republic of South Africa having company registration number 1955/002869/06, (“Trencor”), and COMPUTERSHARE TRUST COMPANY, N.A., transfer agent for Company, and COMPUTERSHARE INC. (collectively, "Agent").
AMENDMENT NUMBER 1 TO CREDIT AGREEMENTTo Credit Agreement • June 27th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NUMBER 1, dated as of March 26, 2012 (this “Amendment”), by and among TW CONTAINER LEASING, LTD., a company with limited liability organized under the laws of Bermuda (the “Borrower”), the financial institutions listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and WELLS FARGO SECURITIES LLC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), is made to the Credit Agreement (as defined below).
CONTAINER MANAGEMENT SERVICES AGREEMENT (REVISED)Container Management Services Agreement • September 26th, 2007 • Textainer Group Holdings LTD • California
THIS AGREEMENT is made the 1st day of September 1990 between ISAM K. KABBANI, an individual (the “Owner”) and TEXTAINER EQUIPMENT MANAGEMENT N.V., a company incorporated under the laws of the Netherlands Antilles (the “Manager”).
AMENDMENT NUMBER 1 TO CREDIT AGREEMENTCredit Agreement • March 15th, 2013 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NUMBER 1, dated as of June 29, 2012 (this “Amendment”), to the Credit Agreement, dated as of April 30, 2012 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”, by and among TAP FUNDING LTD., an exempted company with limited liability organized under the laws of Bermuda (the “Borrower”), the lenders from time to time party thereto (collectively the “Lenders”), and WELLS FARGO SECURITIES, LLC, as Administrative Agent.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT By and Among TEXTAINER LIMITED TEXTAINER GROUP HOLDINGS LIMITED The BANKS herein named as the BANKS BANK OF AMERICA, N.A., as Agent And BANC OF AMERICA SECURITIES LLC, As Sole Lead Arranger and Sole Book...Credit Agreement • October 5th, 2007 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of January 31, 2007, is entered into among TEXTAINER LIMITED, a Bermuda company, as borrower (the “Borrower”), TEXTAINER GROUP HOLDINGS LIMITED, a Bermuda company, as guarantor (“TGH” or the “Guarantor”), BANK OF AMERICA, N.A., as successor to Fleet National Bank (“BoA”), FORTIS CAPITAL CORP., a Connecticut corporation (“Fortis”), WELLS FARGO BANK, N.A., a national banking association (“Wells”), and each other financial institution which may hereafter execute and deliver an instrument of assignment with respect to this Agreement pursuant to Section 11.11 or otherwise become a party to this Agreement (any one individually, a “Bank”, and collectively, “Banks”), as lenders, BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager (“BAS”), and BoA, as agent on behalf of Banks (“Agent”).
MEMBERS AGREEMENT OF TAP FUNDING LTD.Members Agreement • March 15th, 2013 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
MEMBERS AGREEMENT (this “Agreement”) of TAP Funding Ltd., an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Company”), dated December 20, 2012, by and between the Members (as defined below).
