TRITON INTERNATIONAL LIMITED (a Bermuda exempted company)Underwriting Agreement • August 17th, 2021 • Triton International LTD • Services-equipment rental & leasing, nec • New York
Triton International Limited, a Bermuda exempted company (the “Company”), confirms its agreement with UBS Securities LLC (“UBS”), BofA Securities, Inc. (“BofA”), Citigroup Global Markets Inc. (“Citigroup”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and RBC Capital Markets, LLC (“RBC”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA, Citigroup, Morgan Stanley, RBC and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of 5.75% Series E Cumulative Redeemable Perpetual Preference Shares, $0.01 par value, with a liquidation preference of $25.00 per share, of the Company (“Preference Shares”) set forth in Schedule A hereto (the “Securities”).
TRITON INTERNATIONAL LIMITED (a Bermuda exempted company) 10,706,982 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2020 • Triton International LTD • Services-equipment rental & leasing, nec • New York
SPONSOR SHAREHOLDERS AGREEMENT (WARBURG PINCUS) BY AND AMONG TRITON INTERNATIONAL LIMITED AND THE SPONSOR SHAREHOLDERS PARTY HERETO THE COMPANY SHARES (AS DEFINED HEREIN) ISSUED TO THE SPONSOR SHAREHOLDERS PARTY HERETO HAVE NOT BEEN REGISTERED UNDER...Sponsor Shareholders Agreement • July 14th, 2016 • Triton International LTD • Services-equipment rental & leasing, nec • Delaware
This SPONSOR SHAREHOLDERS AGREEMENT (WARBURG PINCUS) (this “Agreement”), dated as of November 9, 2015, is entered into by and among Triton International Limited, a Bermuda exempted company incorporated with limited liability (the “Company”), and each of the shareholders of the Company whose name appears on Exhibit A hereto (each, a “Sponsor Shareholder” and, together with the Company, the “Parties”).
TRITON CONTAINER INTERNATIONAL LIMITED, TAL INTERNATIONAL CONTAINER CORPORATION, each a wholly-owned subsidiary of TRITON INTERNATIONAL LIMITED, jointly, as Issuers, and TRITON INTERNATIONAL LIMITED, as Parent Guarantor INDENTURE Dated as of January...Triton International LTD • January 19th, 2022 • Services-equipment rental & leasing, nec • New York
INDENTURE dated as of January 19, 2022, among TRITON CONTAINER INTERNATIONAL LIMITED (“TCIL”), TAL INTERNATIONAL CONTAINER CORPORATION (“TALICC” and, together with TCIL, each a “Company” and collectively, the “Companies”), each, a wholly-owned subsidiary of TRITON INTERNATIONAL LIMITED (the “Parent Guarantor”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”), and the Parent Guarantor.
vii- SCHEDULES Schedule I Commitments and Percentages Schedule II Consolidated Tangible Net Worth Schedule 9.6 Litigation and Contingent Liabilities Schedule 9.8 Subsidiaries Schedule 9.9 Partnerships, Limited Liability Companies Schedule 9.14...Term Loan Agreement • November 9th, 2023 • Triton International LTD • Services-equipment rental & leasing, nec • New York
ContractLoan and Security Agreement • July 28th, 2022 • Triton International LTD • Services-equipment rental & leasing, nec • New York
SCHEDULES Schedule I Amounts of Commitments and Percentages of Lenders Schedule IA LC Commitments of Issuers Schedule 1.1(a) Pricing Schedule Schedule 1.1(b) Existing Letters of Credit Schedule 1.1(c) Consolidated Tangible Net Worth Schedule 9.7...Triton International LTD • November 9th, 2023 • Services-equipment rental & leasing, nec • New York
CONSULTANT AGREEMENTConsultant Agreement • February 14th, 2020 • Triton International LTD • Services-equipment rental & leasing, nec • New York
This CONSULTANT AGREEMENT (“Agreement”) is effective as of January 1, 2020 between TRITON CONTAINER INTERNATIONAL, INCORPORATED OF NORTH AMERICA, a company organized under the laws of California with an office located at 100 Manhattanville Road, Purchase, New York 10577, U.S.A. (“Triton”), and Marc Pearlin, residing at [REDACTED] (“Contractor”).
TRITON CONTAINER INTERNATIONAL LIMITED and TAL INTERNATIONAL CONTAINER CORPORATION jointly, as Issuers, TRITON INTERNATIONAL LIMITED, as Parent Guarantor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of...Indenture • January 19th, 2022 • Triton International LTD • Services-equipment rental & leasing, nec • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 19, 2022 (this “First Supplemental Indenture”), among Triton Container International Limited, an exempted Bermuda company (“TCIL”), TAL International Container Corporation, a Delaware corporation (“TALICC”; and together with TCIL the “Issuers” and each an “Issuer”), Triton International Limited, an exempted Bermuda company (“Parent Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to the Base Indenture (as defined below).
Contract13 Consultant Agreement • February 14th, 2023 • Triton International LTD • Services-equipment rental & leasing, nec • New York
EXHIBIT A – Investment Letter (Rule 144A) EXHIBIT B – Form of Control Agreement EXHIBIT C – Form of Asset Base Certificate APPENDIX A – Master Index of Defined Terms 737897515 20654080 -v-Indenture • September 21st, 2020 • Triton International LTD • Services-equipment rental & leasing, nec • New York
FIRST AMENDMENTFirst Amendment • June 22nd, 2017 • Triton International LTD • Services-equipment rental & leasing, nec
This FIRST AMENDMENT dated as of February 6, 2017 (this “Amendment”) relates to the Ninth Restated and Amended Credit Agreement dated as of April 15, 2016 among Triton Container International Limited (“Borrower”), various lenders, Bank of America, N.A., as administrative agent and an Issuer, and the other parties thereto (the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement.
ContractCredit Agreement • May 2nd, 2023 • Triton International LTD • Services-equipment rental & leasing, nec
v- EXHIBIT A – Investment Letter (Rule 144A) EXHIBIT B – Form of Control Agreement EXHIBIT C – Form of Asset Base Certificate APPENDIX A – Master Index of Defined TermsTriton International LTD • February 14th, 2023 • Services-equipment rental & leasing, nec • New York
Contract12 Retirement Agreement and Release • February 14th, 2023 • Triton International LTD • Services-equipment rental & leasing, nec
Deal CUSIP No. 89674JAL0TCIL Revolver CUSIP No. 89674JAM8TALICC Revolver CUSIP No. 89674JAN6 TENTH RESTATED AND AMENDED CREDIT AGREEMENTDated as of May 16, 2019amongTRITON CONTAINER INTERNATIONAL LIMITED and TAL INTERNATIONAL CONTAINER CORPORATION, as...Credit Agreement • July 25th, 2019 • Triton International LTD • Services-equipment rental & leasing, nec • New York
NINTH RESTATED AND AMENDED CREDIT AGREEMENTDated as of April 15, 2016amongTRITON CONTAINER INTERNATIONAL LIMITED, as the Borrower,Various Lenders,MUFG UNION BANK, N.A., as as Syndication Agent,WELLS FARGO BANK, N.A. AND SUNTRUST BANK, as...Triton International LTD • June 22nd, 2017 • Services-equipment rental & leasing, nec • New York
THIS NINTH RESTATED AND AMENDED CREDIT AGREEMENT dated as of April 15, 2016 is among TRITON CONTAINER INTERNATIONAL LIMITED, a Bermuda company (the “Borrower”), each lender from time to time party hereto (each a “Lender” and collectively the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent and an Issuer.
ContractLoan and Security Agreement • February 15th, 2022 • Triton International LTD • Services-equipment rental & leasing, nec • New York
AGREEMENT AND PLAN OF MERGER by and among TRITON INTERNATIONAL LIMITED, BROOKFIELD INFRASTRUCTURE CORPORATION, THANOS HOLDINGS LIMITED and THANOS MERGERSUB LIMITED Dated as of April 11, 2023Agreement and Plan of Merger • April 12th, 2023 • Triton International LTD • Services-equipment rental & leasing, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2023 (this “Agreement”), is entered into by and among Triton International Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (the “Company”), Brookfield Infrastructure Corporation, a corporation formed under the Laws of British Columbia (“Public Parent”), Thanos Holdings Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (“Parent”), and Thanos MergerSub Limited, an exempted company limited by shares incorporated under the Laws of Bermuda and a Subsidiary of Parent (“Merger Sub” and, together with the Company, Public Parent and Parent, the “Parties”). Capitalized terms are used herein with the definitions set forth in Exhibit A.
SECOND AMENDMENTSecond Amendment • June 22nd, 2017 • Triton International LTD • Services-equipment rental & leasing, nec
This SECOND AMENDMENT dated as of June 16, 2017 (this “Amendment”) relates to the Ninth Restated and Amended Credit Agreement dated as of April 15, 2016 among Triton Container International Limited (“Borrower”), various lenders, Bank of America, N.A., as administrative agent and an Issuer, and the other parties thereto (as amended by that certain First Amendment, dated as of February 6, 2017 and as otherwise modified and in effect on the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement, as amended by this Amendment, and as may be further amended, amended and restated, restated, supplemented, extended or otherwise modified and in effect from time to time is referred to herein as the “Credit Agreement”. Capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement.
TERMINATION AGREEMENTTermination Agreement • October 30th, 2019 • Triton International LTD • Services-equipment rental & leasing, nec • Delaware
This Termination Agreement (this "Agreement") is dated as of October 29, 2019, by and between Triton International Limited, a Bermuda exempted company incorporated with limited liability (the "Company") and Bharti Global Limited (the "Sponsor Shareholder").
TRITON CONTAINER INTERNATIONAL LIMITED and TAL INTERNATIONAL CONTAINER CORPORATION $600,000,000 3.250% Senior Notes Due 2032 Guaranteed by TRITON INTERNATIONAL LIMITED Underwriting AgreementTriton International LTD • January 19th, 2022 • Services-equipment rental & leasing, nec • New York
SCHEDULES Schedule I Amounts of Commitments and Percentages of Lenders Schedule II Indebtedness Constituting Subordinated Funded Debt Schedule 9.5 Insurance Schedule 9.6 Litigation and Contingent Liabilities Schedule 9.8 Subsidiaries Schedule 9.9...Assignment and Assumption Agreement • July 27th, 2021 • Triton International LTD • Services-equipment rental & leasing, nec • New York
744308279 SCHEDULES Schedule I Amounts of Commitments and Percentages of Lenders Schedule IA LC Commitments of Issuers Schedule 1.1(a) Pricing Schedule Schedule 1.1(b) Existing Letters of Credit Schedule 1.1(c) Consolidated Tangible Net Worth Schedule...Intercreditor Collateral Agreement • October 26th, 2021 • Triton International LTD • Services-equipment rental & leasing, nec • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 14th, 2016 • Triton International LTD • Services-equipment rental & leasing, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [n], 20[n] between Triton International Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Company,” which term shall include where appropriate, any Person (as hereinafter defined)), and [NAME] (“Indemnitee” and, together with the Company, the “Parties”).
Contract5 Indemnification Agreement This Agreement • February 29th, 2024 • Triton International LTD • Services-equipment rental & leasing, nec • Delaware
ContractTriton International LTD • February 14th, 2022 • Services-equipment rental & leasing, nec
Requirements any payment made pursuant to the Awards, and the Participant's participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local...Incentive Plan Award Agreement • March 1st, 2024 • Triton International LTD • Services-equipment rental & leasing, nec
ContractTerm Loan Agreement • May 2nd, 2023 • Triton International LTD • Services-equipment rental & leasing, nec
