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 August 5, 2011 Among TW CONTAINER LEASING, LTD., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and WELLS FARGO SECURITIES LLC, as Administrative AgentCredit Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec
This CREDIT AGREEMENT is made as of August 5, 2011, by and among TW CONTAINER LEASING, 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”).
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).
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”).
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”).
OMNIBUS AMENDMENT, CONSENT AND WAIVER TO RELATED DOCUMENTSManager Transfer Facilitator Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS OMNIBUS AMENDMENT, CONSENT AND WAIVER, dated as of June 10, 2011 (this “Amendment”), by and among TEXTAINER MARINE CONTAINERS LIMITED, a company organized and existing under the laws of Bermuda (“Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee under the Indenture referred to below (the “Indenture Trustee”), TEXTAINER LIMITED, a company organized and existing under the laws of Bermuda (“TL”), TEXTAINER EQUIPMENT MANAGEMENT LIMITED, a company organized and existing under the laws of Bermuda (“TEML”) and ABN AMRO Bank N.V., a Naamloze Vennootschap, as successor in interest to Fortis Bank (Nederland) N.V. (“ABN”), is made to the Indenture and the Contribution and Sale Agreement (each as defined below).
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated June 30, 2011 (the “Effective Date”) is entered into by and among TCG Fund I L.P., a limited partnership organized under the laws of the Cayman Islands (“TCG”), Textainer Limited, an exempted company with limited liability organized under the laws of Bermuda (“TL”) and Textainer Marine Containers Limited, an exempted company with limited liability organized under the Laws of Bermuda (“TMCL”).
EQUIPMENT MANAGEMENT SERVICES AGREEMENT Between TEXTAINER EQUIPMENT MANAGEMENT LIMITED and TW CONTAINER LEASING, LTD. Dated as of August 5, 2011Equipment Management Services Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • California
THIS EQUIPMENT MANAGEMENT SERVICES AGREEMENT is dated as of August 5, 2011 (as amended, restated, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”), between TW CONTAINER LEASING, LTD., a Bermuda exempted company (the “Owner”), and TEXTAINER EQUIPMENT MANAGEMENT LIMITED, a Bermuda exempted company (“TEML”), as manager (the “Manager”).
MEMBERS AGREEMENTMembers Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec
THIS MEMBERS AGREEMENT (this “Members Agreement”), dated as of August 5, 2011, is by and between Wells Fargo Container Corp. Ltd., an exempted company with limited liability incorporated under the laws of Bermuda (together with its successors and permitted assigns, “WFCC”), and Textainer Limited, an exempted company with limited liability incorporated under the laws of Bermuda (together with its successors and permitted assigns, “TL”).
