Contract
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Exhibit 10.3 EXECUTION VERSION CONSENT AND SECOND AMENDMENT TO ELEVENTH RESTATED AND AMENDED CREDIT AGREEMENT THIS CONSENT AND SECOND AMENDMENT, dated as of April 28, 2023 (this “Consent and Amendment”), is entered into by and among TRITON CONTAINER INTERNATIONAL LIMITED, an exempted company limited by shares incorporated under the laws of Bermuda (“TCIL” or “Lead Borrower”), TAL INTERNATIONAL CONTAINER CORPORATION, a corporation organized and existing under the laws of the State of Delaware (“TALICC”; together with TCIL, the “Borrowers” and each individually, a “Borrower”), the LENDERS party hereto, TRITON INTERNATIONAL LIMITED, an exempted company limited by shares incorporated in Bermuda (the “Guarantor” or “Triton Holdco”), as a guarantor, and BANK OF AMERICA, N.A., in its capacity as the administrative agent for the lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). R E C I T A L S WHEREAS, the parties hereto are parties to that certain Eleventh Restated and Amended Credit Agreement, dated as of October 14, 2021, as amended by that certain First Amendment to Eleventh Restated and Amended Credit Agreement, dated as of October 26, 2022 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”); WHEREAS, the Guarantor has entered into that certain Agreement and Plan of Merger by and among the Guarantor, Brookfield Infrastructure Corporation, a corporation organized under the laws of British Columbia (the “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”), dated as of April 11, 2023 (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Guarantor, with the Guarantor as the surviving company (together with the Merger Agreement, the “Merger”); WHEREAS, as a result of the Merger, the Guarantor will become a wholly-owned subsidiary of Parent and, as a result thereof, there will occur a “Change of Control” (as defined in the Credit Agreement); and WHEREAS the Loan Parties have requested that the Majority Lenders consent to the Merger and, in connection therewith, waive and amend certain provisions of the Credit Agreement and the Majority Lenders have agreed to provide such consent and agree to such amendment, on the terms and conditions and otherwise as hereinafter set forth; NOW, THEREFORE, based upon the above recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
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2 SECTION 1. CONSENT. Pursuant to Section 15.2 of the Credit Agreement, the Majority Lenders hereby consent to the Merger and therefore agree that the same shall not result in a Change of Control for purposes of the Credit Agreement. SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. (a) Effective as of the date of consummation of the Merger, the following definition shall be added to the Credit Agreement as follows: ““Brookfield” means Brookfield Infrastructure Fund V, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure Corporation, Brookfield Corporation, or Brookfield Asset Management Ltd., and any of their respective affiliates, and any trust, fund, company, partnership or person owned, managed, sponsored or advised, directly or indirectly, by Brookfield Infrastructure Fund V, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure Corporation, Brookfield Corporation, or Brookfield Asset Management Ltd. or any of their respective affiliates or any direct or indirect subsidiaries of any such trust, fund, company, partnership or person.” (b) Effective as of the date of consummation of the Merger, the definition of “Change of Control” in the Credit Agreement shall be amended and restated in its entirety as follows: ““Change of Control” means an event or series of events by which: (a) Triton Holdco shall cease directly or indirectly to own 100% of the Voting Stock of each Borrower, except pursuant to Section 10.11; or (b) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than 40% of the total of all Voting Stock of Triton Holdco (or, if applicable, a Successor Holding Company (as defined below)); provided, that notwithstanding the foregoing, (i) any transaction pursuant to which more than 50% of the total of all Voting Stock of Triton Holdco is owned or continues to be owned directly or indirectly by Brookfield will not be deemed to involve a Change of Control and (ii) a transaction will not be deemed to involve a Change of Control solely as a result of Triton Holdco becoming a direct or indirect wholly owned subsidiary of a holding company if the direct or indirect holders of the Voting Stock or shares of such holding company immediately following that transaction are substantially the same as the holders of Xxxxxx Xxxxxx’s Voting Stock immediately prior to that transaction (and such holders of Triton Holdco’s Voting Stock immediately prior to such
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[Signature Page to Consent and Amendment] BANK OF AMERICA, N.A., as the Administrative Agent By: /s/ XxXxxxx X. Xxxxx Name: XxXxxxx X. Xxxxx Title: Assistant Vice President
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[Signature Page to Consent and Amendment] REGIONS BANK, as a Lender By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director
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[Signature Page to Consent and Amendment] MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxx XxXxxxxxxxx Name: Xxxxx XxXxxxxxxxx Title: Executive Director
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[Signature Page to Consent and Amendment] ROYAL BANK OF CANADA, as a Lender and as an Issuer By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory
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[Signature Page to Consent and Amendment] THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President
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[Signature Page to Consent and Amendment] SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director
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[Signature Page to Consent and Amendment] CITIZENS BANK, N.A., as a Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxx Title: Vice President
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[Signature Page to Consent and Amendment] DBS BANK LTD., as a Lender By: /s/ Xxxxxxxxx Xxx Name: Xxxxxxxxx Xxx Title: Executive Director
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[Signature Page to Consent and Amendment] MUFG BANK, LTD., as a Lender By: /s/ Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx Title: Director
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[Signature Page to Consent and Amendment] TRUIST BANK, as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director
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[Signature Page to Consent and Amendment] PNC BANK NATIONAL ASSOCIATION, as a Lender and as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President
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[Signature Page to Consent and Amendment] FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ X. Xxxxx Xxxxx Name: X. Xxxxx Xxxxx Title: Senior Vice President
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[Signature Page to Consent and Amendment] MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Senior Vice President
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[Signature Page to Consent and Amendment] ZIONS BANCORPORATION, N.A., dba California Bank & Trust, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Senior Vice President
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[Signature Page to Consent and Amendment] CITIBANK, N.A., as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signer
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[Signature Page to Consent and Amendment] CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Managing Director
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[Signature Page to Consent and Amendment] INDUSTRIAL AND COMMERICAL BANK OF CHINA LTD., NEW YORK BRANCH, as a Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Executive Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director
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[Signature Page to Consent and Amendment] ING BELGIUM SA/NV, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title:
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[Signature Page to Consent and Amendment] BANK OF AMERICA, N.A., as a Xxxxxx and as an Issuer By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director
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[Signature Page to Consent and Amendment] XXXXX FARGO BANK, N.A., as a Lender and as an Issuer By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director
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[Signature Page to Consent and Amendment] THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory