EX-4.28



 Exhibit 4.28 

AMENDMENT NUMBER 8 
 TO
CREDIT AGREEMENT 
 THIS AMENDMENT NUMBER 8, dated as of March 18, 2015 (this “Amendment”), by and among TW
CONTAINER LEASING, LTD., a company with limited liability organized under the laws of Bermuda (the “Borrower”), the financial institutions listed on the signature pages hereof under the heading “LENDERS” (each a
“Lender” and, collectively, the “Lenders”), and WELLS FARGO SECURITIES LLC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), is made to
the Credit Agreement (as defined below). 
 WITNESSETH: 

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of August 5,
2011 (the “Credit Agreement”);  
 WHEREAS, the parties desire to amend the Credit Agreement in order
to modify certain provisions of the Credit Agreement; and 
 WHEREAS, subject to the terms and conditions hereof, all of the Lenders have
agreed to such amendments to the Credit Agreement; 
 NOW THEREFORE, in consideration of the promises and mutual covenants herein contained,
the parties hereto agree as follows: 
 SECTION 1 Definitions; Interpretation.  

(a) Terms Defined in Credit Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 
 (b) Interpretation. The
rules of interpretation set forth in Section 1.2 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference. 

SECTION 2 Amendments to the Credit Agreement.  

(a) Amendments. Pursuant to Section 15.12 of the Credit Agreement, the Credit Agreement is hereby amended as follows: 

(i) Schedule 1 to the Credit Agreement is deleted and replaced with Schedule 1 hereto. 

(ii) The definition of “Advance Rate” appearing in Section 1.1 of the Credit Agreement is amended to read as follows: 

“Advance Rate”. One of the following: 







 (A) for each Eligible Finance Lease, ninety percent (90%); or 

(B) for each Eligible Owner Container, eighty percent (80%). 

(iii) Clause (c) of the definition of “Early Amortization Event” appearing in Section 1.1 of the Credit Agreement is
hereby amended to read as follows: 
 “(c) The Finance Lease Default Ratio (as set forth on the most recent Management
Report) exceeds thirteen percent (13%).” 
 (iv) Clause (c) of Section 12.1 is amended to read as follows: 

“(c) the Aggregate Loan Principal Balance exceeds the Asset Base on any Payment Date and the Borrower does not remedy such
situation within ninety (90) days following the occurrence of such condition; provided, however, that if (x) such condition exists due to the occurrence of a Defaulted Finance Lease and (y) the Finance Lease Default Ratio is less than
thirteen percent (13%), the period to cure such condition shall be extended from ninety (90) days to two hundred ten (210) days;” 

(b) References Within Credit Agreement. Each reference in the Credit Agreement to “this Agreement” and the words
“hereof,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the Credit Agreement as amended by this Amendment.  

SECTION 3 Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall become effective as of the date first above
written (the “Effective Date”), upon receipt by the Administrative Agent of this Amendment duly executed and delivered by the Borrower, the Administrative Agent and all of the Lenders. 

SECTION 4 Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby confirms and restates, as of the date
hereof, the representations and warranties made by it in Section 7 of the Credit Agreement and in the other Loan Documents; provided that any such representations and warranties which relate solely to an earlier date shall not be deemed
confirmed and restated as of the date hereof (provided that such representations and warranties shall be true, correct and complete as of such earlier date). 

SECTION 5 Miscellaneous. 

(a) Notice. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date and
promptly thereafter distribute to the Borrower and the Lenders copies of all documents delivered under Section 3 of this Amendment. 

(b) Credit Agreement Otherwise Not Affected. Except as expressly amended pursuant hereto, the Credit Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in all respects by the terms of this Agreement. The execution and delivery of, or acceptance of, this Amendment by the parties hereto shall not be deemed to create a course
of dealing or otherwise create any express or implied duty by any of them to provide any other or further amendments, consents or waivers in the future. All Loans under the Credit  

  
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Agreement that remain unpaid on the Effective Date shall remain outstanding and all other liens and encumbrances created by the terms of the Loan Documents shall remain in full force and effect.

 (c) No Reliance. The Borrower hereby acknowledges and confirms to the Administrative Agent and the Lenders that the
Borrower is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person. 

(d) Costs and Expenses. The Borrower agrees to pay to the Administrative Agent on demand the reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation, negotiation, execution and delivery of this Amendment.

 (e) Binding Effect. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the Borrower,
the Administrative Agent and each Lender and their respective successors and assigns. 
 (f) Governing Law. THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (g) Complete Agreement;
Amendments. This Amendment, together with the other Loan Documents, contains the entire and exclusive agreement of the parties hereto and thereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior
commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto. This Amendment may not be modified, amended or otherwise altered except in accordance with the terms of Section 15.12 of the
Credit Agreement. 
 (h) Severability. Whenever possible, each provision of this Amendment shall be interpreted in such
manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Amendment shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be
deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the
remaining provisions of this Amendment, or the validity or effectiveness of such provision in any other jurisdiction. 
 (i)
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement. 
 (j) Loan Document. This Amendment shall constitute a Loan Document. 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first
above written. 
  

			
	THE BORROWER
	
	TW CONTAINER LEASING, LTD.
		
	By	 	 /s/ Christopher Morris

		 	Name:
		 	Title:
		
	By	 	 /s/ Laks Swaminathan

		 	Name:
		 	Title:
	
	THE ADMINISTRATIVE AGENT
	
	WELLS FARGO SECURITIES LLC
		
	By	 	 /s/ Hatesh Singh

		 	Name:
		 	Title:


 Amendment No. 8 

to Credit Agreement 







 
			
	 CONSENTED TO AND

ACKNOWLEDGED BY:

	
	THE LENDERS
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By	 	 /s/ Hatesh Singh



 Amendment No. 8 

to Credit Agreement 







 SCHEDULE 1 

 

											
	 Lender
	  	Commitment	 	  	Commitment
Percentage	 	 	 Address

	 Wells Fargo Bank, National Association
	  	$	300,000,000	  	  	 	100	% 	 	301 South College Street MAC 010155082 Charlotte, NC 28288