Exhibit 4.45  AMENDMENT 5 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT  THIS AMENDMENT 5, dated as
of June 21, 2010 (the Amendment), 
is to the Series 2009-1 Note Purchase Agreement, dated as of October 23,
2009 (as amended, supplemented and otherwise modified from time to time in
accordance with its terms, the Agreement), among TAL ADVANTAGE III
LLC, a limited liability company organized under the laws of the State of
Delaware (the Issuer), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
Purchaser (WFBNA), FORTIS BANK (NEDERLAND) N.V., as a Purchaser and
DVB BANK S.E., as a Purchaser.  W
I T N E S S E T H:  WHEREAS, the parties have
previously entered into the Agreement;  WHEREAS, the parties hereto
desire to amend the Agreement in order to (i) provide for an increase in the
Series 2009-1 Note Existing Commitment to an aggregate amount not to exceed
Four Hundred Million Dollars ($400,000,000), (ii) reflect the entry of an
Additional Series 2009-1 Noteholder and (iii) make certain conforming changes;  NOW THEREFORE, in
consideration of the premises and mutual covenants herein contained, the
parties hereto agree as follows:  1.             Defined Terms. 
Unless otherwise amended by the terms of this Amendment, terms used in
this Amendment shall have the meanings assigned in the Agreement.  2.             Amendment to the Agreement.  On the Effective Date (as defined in Section
4(a) of this Amendment),  (a)           A new Section 2.5 is added to the Agreement that reads as
follows:  Section 2.5           Appointment of Managing Agent.  The Issuer hereby appoints SunTrust Bank,
N.A. as a Managing Agent with respect to Series 2009-1.  The Managing Agent shall have no incremental
duties or responsibilities beyond those of a Purchaser.  (b)           Section 2.3(c) of the Agreement is hereby amended to read
as follows:  (c)         On June 21, 2010, an additional Series
2009-1 Noteholder (the June Noteholder) shall become a party to the Series
2009-1 Supplement with an initial Series 2009-1 Note Existing Commitment of
Seventy Five Million Dollars ($75,000,000). 
Such increase in the aggregate Series 2009-1 Note Existing Commitment
will be accomplished without any assignment or adjustment of the Series 2009-1
Note Existing Commitment of any other Series 2009-1 Noteholder as of such
date.  In addition, the Issuer may, by
means of a letter delivered to the Administrative Agent and the Indenture
Trustee (with a copy to each Interest Rate Hedge Counterparty) on not more than
one occasion after June 21, 2010 and prior to April 9, 2011, request that the
aggregate Series 2009-1 Note Existing Commitments be increased by an aggregate
amount not to exceed Thirty Million Dollars ($30,000,000), by issuing
additional Series 2009-1 Notes to one or more commercial banks, finance
companies or other Persons (each an Additional Series 2009-1 Noteholder).  In the event that one or more Additional
Series 2009-1 Noteholders (but


in any event not including
the June Noteholder) shall subsequently become a party to the Note Purchase
Agreement pursuant to this Section 2.3(c), then, until a Successful Syndication
is completed, Wells Fargo Bank, National Association, as Series 2009-1
Noteholder (WFBNA), shall assign to each such Additional Series 2009-1
Noteholder (i) a portion of the then Series 2009-1 Note Existing Commitment of
WFBNA in an amount equal to the Series 2009-1 Note Existing Commitment of each
such Additional Series 2009-1 Noteholder (and WFBNAs Series 2009-1 Note
Existing Commitment shall concurrently be reduced by a proportionate amount),
and (ii) a proportionate amount of the aggregate Series 2009-1 Principal
Balance of the Series 2009-1 Notes then owned by WFBNA (and WFBNAs Series
2009-1 Principal Balance shall concurrently be reduced by a payment in such
amount from such Additional Series 2009-1 Noteholder to WFBNA (which payment
shall include any accrued interest thereon)). 
In this regard, a Successful Syndication means the Series
2009-1 Note Existing Commitment of Wells Fargo Bank, National Association shall
be reduced to One Hundred Fifty Million Dollars ($150,000,000) or less.  In
addition, to the extent that the Issuer issues prior to the occurrence of the
Conversion Date a Series of Term Notes and a Successful Syndication has not
occurred as of such Issuance Date, then the Series 2009-1 Existing Commitment
of WFBNA in accordance with the provisions of the preceding paragraph by an
amount such that, after giving effect to such reduction, the Series 2009-1 Note
Existing Commitment of WFNBA does not exceed One Hundred Fifty Million Dollars
($150,000,000).  (c)           The Agreement is hereby amended by amending and restating Schedule
2 to the Agreement in the form attached as Schedule 2 hereto.  Schedule 2 to the Agreement shall be
automatically updated to reflect any assignments or additions of the Series
2009-1 Existing Commitment without any additional action.  (d)           Each of Three Pillars Funding LLC (Three Pillars)
and SunTrust Bank (SunTrust) will be added as a Purchaser under the
Agreement as of June 21, 2010.  All
requests for a Series 2009-1 Advance made in accordance with the Agreement will
first be presented to Three Pillars and, to the extent that Three Pillars
elects, in its sole discretion, to not fund such Series 2009-1 Advance, then
SunTrust will fund such Series 2009-1 Advance at the time, in the amount and
subject to the terms and the conditions set forth in the Agreement.  In no event shall the sum of all unpaid
Series 2009-1 Advance funded by Three Pillars and SunTrust in aggregate exceed
Seventy Five Million Dollars ($75,000,000).  3.             Representations, Warranties and Covenants of the
Issuer.  The Issuer hereby
represents, warrants and covenants for itself (unless otherwise provided):  (i)            It is duly organized and validly existing under the laws
of the jurisdiction of its organization and in good standing and duly qualified
to do business in each jurisdiction where the failure to do so would have a
material adverse effect upon its financial condition and business;  (ii)           It has power, and is duly authorized, to execute and
deliver this Amendment, and it is authorized to perform its obligations under
this Amendment;  2


(iii)          The execution, delivery and performance of this Amendment
does not and will not require any consent or approval of any Governmental
Authority, manager or any other Person which is not being obtained herein;  (iv)          This Amendment, when duly executed and delivered by the
parties hereto, shall be legal, valid and binding obligation of Issuer,
enforceable against Issuer in accordance with the terms set forth herein;  (v)           No Early Amortization Event, Event of Default or Manager
Default or event which, with notice or lapse of time or both, would constitute
an Early Amortization Event, Event of Default or Manager Default has occurred
and is continuing, and no Early Amortization Event, Event of Default or Manager
Default shall occur as a result of the execution, delivery and performance of
this Amendment; and  (vi)          Each of the conditions precedent necessary to amend the
Agreement as set forth herein have been, or contemporaneously with the
execution of this Amendment will be, satisfied.  4.             Scope and Effectiveness of Amendment.  (a)           This Amendment and the agreements set forth herein shall
be effective upon execution and delivery hereof (the Effective Date)
and shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.  (b)           On and after the execution and delivery hereof, (i) this
Amendment shall become a part of the Agreement and (ii) each reference in the Agreement
to this Agreement, or hereof, hereunder or words of like import, and each
reference in any other document to the Agreement shall mean and be a reference
to the Agreement as amended or modified hereby.  (c)           Except as expressly amended or modified hereby, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed by the parties hereto.  (d)           Each party hereto agrees and acknowledges that this
Amendment constitutes a Transaction Document under the Indenture.  5.             Entire Agreement. 
This Amendment represents the entire agreement between the parties with
respect to the subject matter hereof.  6.             Execution in Counterparts.  This Amendment may be executed in two or more
counterparts, and by different parties on separate counterparts (including by
PDF file), each of which shall be an original, but all of which shall
constitute one and the same instrument.  7.             Governing Law. 
THIS AMENDMENT SHALL BE CONSTRUED BY
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT
OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS, THAT
WOULD RESULT IN APPLICATION OF LAWS OTHER THAN THE STATE NEW YORK, AND THE
RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE  3


DETERMINED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  [Signature Pages Follow]  4


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective officers as of the day and year first above written.  THE ISSUER:
  TAL ADVANTAGE III LLCBy:
  TAL International Container Corporation, its managerBy:Name:Title:  Amendment 5 to Series 2009-1
Note Purchase Agreement


A PURCHASER:
  WELLS FARGO BANK, NATIONAL ASSOCIATIONByName:Title:  Amendment 5 to Series 2009-1
Note Purchase Agreement


A PURCHASER:
  FORTIS BANK (NEDERLAND) N.V.ByName:Title:ByName:Title:  Amendment 5 to Series 2009-1
Note Purchase Agreement


A PURCHASER:
  DVB BANK SEByName:Title:ByName:Title:  Amendment 5 to Series 2009-1
Note Purchase Agreement


A PURCHASER:
  THREE PILLARS FUNDING, LLCByName:Title:SUNTRUST BANKByName:Title:  Amendment 5 to Series 2009-1
Note Purchase Agreement


SCHEDULE 2  PURCHASE LIMITS  Purchaser
  
  Purchase LimitWells Fargo Bank, National Association
  
  $
  195,000,000Fortis Bank (Nederland) N.V.
  
  50,000,000DVB Bank S.E.
  
  50,000,000Three Pillars Funding LLC / Sun Trust Bank(1)
  
  75,000,000  
 (1)   This Purchase Limit is measured on a
consolidated basis for Three Pillars Funding LLC and SunTrust Bank.