FORM OF MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 26th, 2007 • Textainer Group Holdings LTD • California
THIS MANAGEMENT SERVICES AGREEMENT (as further amended, restated or otherwise modified from time to time in accordance with the terms hereof, the “Agreement”) is made as of the 23 day of July, 2007 (“Effective Date”) between GREEN EAGLE INVESTMENTS N.V., a company incorporated in the Netherlands Antilles with limited liability, having its principal place of business at Schottegatweg Oost 18, Curacao, Netherlands Antilles (the “Owner”) and TEXTAINER EQUIPMENT MANAGEMENT LIMITED, an exempted company organized under the laws of Bermuda with limited liability, having its registered office at Century House, 16 Par-la-Ville Road, Hamilton HM HX, Bermuda (“TEML” or the “Manager”).
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”).
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.
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 2 TO SECOND AMENDED AND RESTATED INDENTUREIndenture • September 26th, 2007 • Textainer Group Holdings LTD • New York
THIS AMENDMENT NUMBER 2, dated as of June 8, 2006 (this “Amendment”), to the Second Amended and Restated Indenture, dated as of May 26, 2005 (as amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, the “Indenture”), each 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”).
Textainer Ltd and Textainer Equipment Management Ltd By e-mail 1313 STANDARD BANK CENTRE HEERENGRACHT CAPE TOWN 8001 TEL 021 421 7310 FAX 021 419 3692 INTERNATIONAL +27 21 E-MAIL info@trencor.net www.trencor.net Corporate OfficeTextainer Group Holdings LTD • September 26th, 2007
This letter records the understanding between Trencor and Textainer (each a “Party” and jointly the “Parties”) regarding a contribution by Textainer to any possible shortfall and participation by Textainer in any possible excess (both “shortfall” and “excess” as defined below) that Trencor may suffer or gain, as the case may be, following settlement arrangements with Alan George and his Chang Sheng companies (together “Chang Sheng”) to cancel the earlier sale of Trencor’s Parow Tank Plant equipment to Chang Sheng:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 26th, 2007 • Textainer Group Holdings LTD • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 (the “Effective Date”) by and between Textainer Group Holdings Limited, a company incorporated under the laws of Bermuda (the “Company”), and (the “Indemnitee”).
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 PHILIP K. BREWER (hereinafter referred to as “Employee”) (jointly, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2007 • Textainer Group Holdings LTD • California
THIS AGREEMENT made as of the 1st day of January 2007 (the “Effective Date”) by and between TEXTAINER EQUIPMENT MANAGEMENT (U.S.) LIMITED (“Employer”), a Delaware corporation, and JOHN A. MACCARONE (hereinafter referred to as “Employee”) (jointly, the “Parties”).
AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED INDENTUREIndenture • September 26th, 2007 • Textainer Group Holdings LTD • New York
THIS AMENDMENT NUMBER 1, dated as of June 3, 2005 (this “Amendment”) to the Second Amended and Restated Indenture, dated as of May 26, 2005 (as amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, the “Indenture”), each 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”).
AMENDMENT TO THE FOURTH AMENDED AND RESTATED EQUIPMENT MANAGEMENT SERVICES AGREEMENTEquipment Management Services Agreement • September 26th, 2007 • Textainer Group Holdings LTD
THIS AMENDMENT TO THE FOURTH AMENDED AND RESTATED EQUIPMENT MANAGEMENT SERVICES AGREEMENT (the “Amendment”) is made on September 12, 2007, by and between LEASED ASSETS POOL COMPANY LIMITED, a Bermuda company whose registered office is at Century House, 16 Par-la-Ville Road, Hamilton HM HX, Bermuda (“LAPCO”) and TEXTAINER EQUIPMENT MANAGEMENT LIMITED, a Bermuda company whose registered office is at Century House, 16 Par-la-Ville Road, Hamilton, HM HX, Bermuda (“Manager”).
FOURTH AMENDED AND RESTATED EQUIPMENT MANAGEMENT SERVICES AGREEMENT TEXTAINER EQUIPMENT MANAGEMENT LIMITED AND LEASED ASSETS POOL COMPANY LIMITED as of 1 June 2002Equipment Management Services Agreement • September 26th, 2007 • Textainer Group Holdings LTD • California
THIS FOURTH AMENDED AND RESTATED EQUIPMENT MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made as of 1 June 2002 between LEASED ASSETS POOL COMPANY LIMITED, a Bermuda company whose registered office is at Century House, 16 Par-la-Ville Road, Hamilton HM HX, Bermuda (“LAPCO”) and TEXTAINER EQUIPMENT MANAGEMENT LIMITED, a Bermuda company whose registered office is at Century House, 16 Par-la-Ville Road, Hamilton, HM HX, Bermuda (“Manager”).
