EX-4.41



 EXHIBIT 4.41 

AMENDMENT NO. 1 AND SUPPLEMENT TO INDENTURE 

THIS AMENDMENT NO. 1 AND SUPPLEMENT TO INDENTURE, dated as of October 30, 2014 (this “Supplement”), is made to supplement the
Indenture, dated as of September 25, 2013 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), between TEXTAINER MARINE CONTAINERS III LIMITED, as issuer (the “Issuer”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Issuer and the Indenture Trustee have previously entered into the Indenture and the Series 2013-1 Supplement; 

WHEREAS, on the date hereof, the Issuer and the Indenture Trustee will enter into the Series 2014-1 Supplement, dated as of the date hereof;

 WHEREAS, the parties desire to supplement the Indenture in order to modify certain provisions to the Indenture; 

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 
 Section 1. Defined Terms. Capitalized terms used in this Supplement and
not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. 
 Section 2. Supplement to the
Indenture. Pursuant to Section 1002 of the Indenture, the Indenture is hereby supplemented as follows: 
 (a) The definition of
“Collection Allocation Percentage” in Section 101 of the Indenture is amended to read as follows: 
 “Unless otherwise
stated in a Supplement for any Series of Notes, as of any date of determination for such Series of Notes, a fraction (expressed as a percentage) equal to (A) divided by (B), as follows: 

(A) the Invested Amount for such Series of Notes; and 

(B) the sum of the Invested Amount for all Series of Notes Outstanding (exclusive of the Invested Amount for any Liquidation
Deficiency Series).” 
 The above definition may be superseded by a definition set forth in a specific Series Supplement. 







 (b) The definition of “Invested Amount” in Section 101 of the Indenture is amended
to read as follows: 
 “Unless otherwise stated in a Supplement for any Series of Notes, as of any date of determination for such Series
of Notes, one of the following: (a) if no Early Amortization Event for any Series or Event of Default for any Series is then continuing, an amount equal to (x) the initial Unpaid Principal Balance of such Series on its Series Issuance Date
minus the initial Restricted Cash Amount for such Series of Notes on its Series Issuance Date, divided by (y) 100% minus the Required Overcollateralization Percentage for such Series of Notes in effect on such date; or (b) if any Early
Amortization Event for any Series or Event of Default for any Series is then continuing, an amount (not less than zero) equal to (x) the Unpaid Principal Balance on the date on which such Early Amortization Event for any Series or Event of
Default for any Series occurred, minus the amount then on deposit in the Restricted Cash Account for such Series of Notes on the date on which such Early Amortization Event for any Series or Event of Default for any Series occurred, divided by
(y) 100% minus the Required Overcollateralization Percentage for such Series of Notes on the date on which such Early Amortization Event for any Series or Event of Default for any Series occurred.” 

The above definition may be superseded by a definition set forth in a specific Series Supplement. 

Section 3. Representations and Warranties. (a) The Issuer hereby confirms that each of the representations and warranties set
forth in Article VI of the Series 2014-1 Supplement are true and correct as of the date first written above with the same effect as though each had been made by such party as of such date, except to the extent that any of such representations and
warranties expressly relate to earlier dates. 
 (b) The Issuer hereby confirms the representations and warranties set forth in the
Indenture and the Related Documents is true and correct in all respects as of the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations and warranties
expressly relates to earlier dates. 
 (c) The Issuer hereby confirms that each of the conditions precedent to the supplement to the
Indenture have been, or contemporaneously with the execution of this Supplement will be, satisfied. 
 (d) The Issuer hereby confirms no
Early Amortization Event or Event of Default, nor any event that with the passage of time or the giving of notice or both would constitute an Early Amortization Event or an Event of Default, has occurred and is continuing. 

Section 4. Effectiveness of Supplement. 

(a) Section 2 of this Supplement shall be effective on the date on which the Requisite Global Majority shall have consented to the
Issuer’s and Indenture Trustee’s entry into this Supplement. 

  
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 (b) Upon effectiveness of this Supplement as described in Section 4(a), this Supplement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 (c) Upon effectiveness
of this Supplement as described in Section 4(a), (i) this Supplement shall become a part of the Indenture and (ii) each reference in the Indenture to “this Indenture”, or “hereof”, “hereunder” or words of
like import, and each reference in any other document to the Indenture shall mean and be a reference to such Indenture, as amended or modified hereby. 

(d) Except as expressly amended or modified hereby, the Indenture shall remain in full force and effect and is hereby ratified and confirmed
by the parties hereto. 
 (e) The Indenture Trustee shall have received the Opinion of Counsel with respect to this Supplement contemplated
by Section 1003 of the Indenture; 
 Section 5. Execution in Counterparts, Effectiveness. This Supplement may be executed
by the parties hereto in separate counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. 

Section 6. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW BUT WITHOUT REFERENCE TO NEW YORK’S CONFLICTS OF LAW PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. 
 [Signature pages follow.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by their
respective officers as of the day and year first above written. 
  

			
	TEXTAINER MARINE CONTAINERS III
LIMITED
		
	By:		 /S/ Christopher C. Morris

	Name:		  

	Title:		 Executive Vice President

	
	 WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Indenture Trustee

		
	By:		 /S/ Brad Martin

	Name:		  

	Title:		 Vice President



 (Supplement)