TRITON INTERNATIONAL LTD: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

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Item 1.01. Conclusion of a significant definitive agreement.

On April 27, 2022, Financing TIF LLC (the “Borrower”) and certain other wholly-owned subsidiaries of Triton International Limited (“Triton”), Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, certain lenders being parties thereto (the “Lenders”) and Wilmington Trust, National Association (“Wilmington Trust“), as collateral agent and securities intermediary, entered into General Amendment Number 2 (the “General Amendment”) which, among other things, amended the Loan and Security Agreement (the “loan agreement”) relating to the borrower’s loan $1.125 billion asset-backed storage facility (the “Facility”), which was originally entered into on December 13, 2018. As of the date of the Omnibus Amendment, there were $202 million
ongoing under the facility.

In accordance with the Omnibus Amendment, the renewal period of the Facility has been extended until April 27, 2025during which borrowings under the facility will bear interest at the Guaranteed Overnight Funding Rate (“SOFR”) plus 1.60%, after which all borrowings will be converted into term notes with a maturity date of
April 27, 2029, paying interest at SOFR plus 2.60%. The Omnibus Amendment also provides, among other things, the modification of certain covenants of the Lender and modifies certain covenants and definitions of the Loan Agreement.

During the revolving period, borrowing capacity under the facility is determined by applying an advance rate to the net book value of the designated eligible equipment. The facility is primarily secured by a pool of intermodal containers and related assets. The facility contains positive and negative covenants as well as representations and warranties customary for financings of this type. These covenants are subject to a number of important conditions, qualifications, exceptions and limitations.

Wilmington Trust serves or has served as trustee in connection with certain other asset-backed securitization transactions involving Triton’s subsidiaries. In addition, from time to time, the lenders providing financing to the Borrower under the Facility or their affiliates have provided, and may in the future provide, various commercial banking, investment banking, hedging , fiduciary and financial advisor for Triton and its subsidiaries for which they receive or will receive customary remuneration.

The above description of the Omnibus Amendment is qualified in its entirety by reference to the full text of the Loan and Guarantee Agreement as amended by the Omnibus Amendment, a copy of which will be filed as an exhibit to the Report. Triton quarterly on Form 10-Q for the quarter ending June 30, 2022.

Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set out in point 1.01 above is incorporated by reference in this point 2.03.

Section 9.01. Financial statements and supporting documents.

   Exhibit No.                                 Description of Exhibit
       104         The cover page from this Current Report on Form 8-K, formatted in Inline XBRL






















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