EX-4.24



 EXHIBIT 4.24 

OMNIBUS AMENDMENT NO. 1 TO INDENTURE, SERIES 2012-1 SUPPLEMENT AND 

SERIES 2012-1 NOTE PURCHASE AGREEMENT 

THIS AMENDMENT NO. 1, dated as of May 7, 2013 (the “Amendment”), is made to (i) the Indenture, dated as of May 1,
2012 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), between TEXTAINER MARINE CONTAINERS II LIMITED, as issuer (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee
(the “Indenture Trustee”), (ii) the Series 2012-1 Supplement, dated as of May 1, 2012 (as amended, supplemented or otherwise modified from time to time, the “Supplement”), between the Issuer and the Indenture Trustee,
and (iii) the Series 2012-1 Note Purchase Agreement, dated as of May 1, 2012 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Issuer, the Series 2012-1 Noteholders
party thereto and the other parties thereto. 
 W I T N E S S E T H: 

WHEREAS, the parties hereto have previously entered into the Indenture, the Supplement and the Note Purchase Agreement, as applicable; 

WHEREAS, the parties desire to amend the Indenture, the Supplement and the Note Purchase Agreement, as applicable, in order to modify certain
provisions thereof; 
 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
Amendment and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture (or, if not defined therein, as defined in the Supplement or the Note Purchase Agreement). 

Section 2. Amendments to the Indenture. Pursuant to Section 1002 of the Indenture: 

(a) The definition of “Depreciation Policy” in Section 101 of the Indenture is hereby amended and restated to read in its
entirety as follows: 
 “Depreciation Policy: A depreciation policy: 

(i) as of May 7, 2013, under which, for purposes of calculating the Asset Base, the Original Equipment Cost of a Managed
Container is depreciated (x) in the case of a Managed Container acquired by the Issuer or TL directly from the manufacturer of such Managed Container, using the straight-line method over a thirteen (13) year useful life (except in the case
of 4Y (refrigerated) containers, in which case a twelve (12) year 







 
useful life will be used) to the Residual Value, or (y) in the case of a Managed Container not included in clause (x), using the straight-line method over the remaining useful life of such
Managed Container as of the date of acquisition of such Managed Container by the Issuer or TL (based upon a total useful life of thirteen (13) years (except in the case of 4Y (refrigerated) containers, in which case a twelve (12) year
useful life will be used)) to the Residual Value; and 
 (ii) which, for any purpose other than calculating the Asset Base,
is determined in accordance with GAAP.” 
 (b) Section 627(a) of the Indenture is hereby amended by adding the following proviso
to the end of such paragraph: 
 “; provided, further, that upon the earlier to occur of (A) the Conversion Date and
(B) any of the dates referenced in clauses (x), (y) or (z) of the second sentence in this paragraph, the Interest Rate Hedge Agreements related to Long-Term Leases and Finance Leases must have a weighted average tenor of no less than
one year less than the then weighted average remaining term of the applicable Long-Term Leases and Finance Leases”. 
 (c) Paragraph
(b) of Section 627 of the Indenture is hereby amended by deleting the words “one hundred and five percent (105%) of the then Aggregate Principal Balance” and replacing them with the words “the then Aggregate Principal
Balance”. 
 Section 3. Amendments to the Supplement. Pursuant to Section 705 of the Supplement: 

(a) The definition of “Applicable Margin” in Section 101 of the Supplement is hereby amended and restated to read in its
entirety as follows: 
 “ “Applicable Margin” means, with respect to each day during an Interest Accrual Period on
which a Series 2012-1 Advance by a Series 2012-1 Noteholder is outstanding, one of the following amounts for such Series 2012-1 Advance: 

(A) for each date occurring prior to the Conversion Date, one and ninety-five hundredths of one percent (1.95%) per annum;
and 
 (B) for each date on or subsequent to the Conversion Date, two and ninety-five hundredths of one percent
(2.95%) per annum.” 

  
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 (b) The definition of “Unused Fee Percentage” in Section 101 of
the Supplement is hereby amended and restated to read in its entirety as follows: 
 “ “Unused Fee Percentage” means as
of any date of determination, one of the following: 
 (i) If the quotient (expressed as a percentage) obtained by dividing
(y) the Series 2012-1 Note Principal Balance by (y) the sum of the Series 2012-1 Note Commitments of all Series 2012-1 Noteholders shall be less than fifty percent (50%) as of such date of determination, one-half of one percent
(0.50%) per annum; or 
 (ii) If the quotient (expressed as a percentage) obtained by dividing (y) the Series 2012-1
Note Principal Balance by (y) the sum of the Series 2012-1 Note Commitments of all Series 2012-1 Noteholders shall be equal to or greater than fifty percent (50%) as of such date of determination, three-eighths of one percent (0.375%) per
annum.” 
 Section 4. Amendments to the Note Purchase Agreement. Pursuant to Section 9.1 of the Note Purchase
Agreement: 
 (a) The first sentence of Section 2.5 of the Note Purchase Agreement is hereby amended and restated to
read in its entirety as follows: 
 “The Conversion Date shall be May 7, 2015.” 

(b) The following sentence is hereby added to the end of Section 2.1(b) of the Note Purchase Agreement: 

“Notwithstanding anything to the contrary herein, each Deal Agent shall be responsible for allocating in its sole discretion each Series
2012-1 Advance between the applicable Purchaser (as Granting Purchaser) and its respective CP Purchaser (as Accepting Purchaser) and such Deal Agent’s record of such allocation shall be conclusive.” 

(c) The following two sentences are hereby added to the end of Section 2.4(b) of the Note Purchase Agreement: 

“The applicable Deal Agent shall have sole discretion to further distribute any payments made by the Issuer to any Purchaser’s
Account to the respective Purchaser or CP Purchaser (as the case may be). In connection therewith, the applicable Deal Agent shall be treated as the absolute owner of the respective Series 2012-1 Note for purposes of payments owed to the Purchaser
or CP Purchaser named as the Series 2012-1 Noteholder on such Series 2012-1 Note.” 
 (d) Each reference in Note
Purchase Agreement to “Alpine Securitization Corp.” shall be amended to refer to “Mountcliff Funding LLC” and each reference to “Alpine” in Note Purchase Agreement shall be amended to refer to “Mountcliff”.

 (e) Schedule II to the Note Purchase Agreement is hereby amended and restated in its entirety in the form of Exhibit A
attached to this Amendment. 
 (f) Schedule III to the Note Purchase Agreement is hereby amended and restated in its entirety
in the form of Exhibit B attached to this Amendment. 

  
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 Section 5. Withdrawal and Addition of Certain Series 2012-1 Noteholders; Reallocation of
Series 2012-1 Note Principal Balance among Series 2012-1 Noteholders. 
 (a) (a) Notwithstanding any provisions to the contrary
contained in any Series 2012-1 Related Document (including without limitation any advance notice requirements, which are hereby waived), each of the parties hereto hereby agrees that, subject to, and upon, the Effective Date, EverBank Commercial
Finance, Inc. will (i) no longer have a Series 2012-1 Note Commitment under the Series 2012-1 Related Documents, (ii) no longer be a Series 2012-1 Noteholder or a Purchaser under the Series 2012-1 Related Documents and (iii) be
released from its obligations under the Series 2012-1 Related Documents. In addition, each of the parties hereto hereby agrees that, subject to, and upon, the Effective Date, Sovereign Bank, N.A. (“Sovereign”) will (i) have a
Series 2012-1 Note Commitment under the Series 2012-1 Related Documents equal to the amount set forth under Sovereign’s name on its signature page to this Amendment, (ii) be a Series 2012-1 Noteholder and a Purchaser under the Series
2012-1 Related Documents and (iii) have the rights and the obligations of a Series 2012-1 Noteholder and a Purchaser as set forth in the Series 2012-1 Related Documents. 

(b) Each of the parties hereto hereby agrees that, subject to, and upon, the Effective Date, and concurrently with events described in
Section 5(a) above, each Series 2012-1 Noteholder party hereto (as a Purchaser under the Note Purchase Agreement) shall have the Purchase Limit set forth opposite its name on Exhibit A to this Amendment (the “Commitment
Reallocation”). In connection with the Commitment Reallocation, each Series 2012-1 Noteholder party hereto (i) shall comply with the instructions of the Administrative Agent regarding payments to the other Series 2012-1 Noteholders
that may be necessary to cause the outstanding Series 2012-1 Note Principal Balance of each such Series 2012-1 Noteholder to be equal to such Series 2012-1 Noteholder’s Pro Rata Share of the Aggregate Series 2012-1 Note Principal Balance on the
Effective Date, (ii) acknowledges and agrees that such Commitment Reallocation may result in (x) a funding by certain Series 2012-1 Noteholders on the Effective Date on a non-Pro Rata Basis, and (y) receipt of funds by certain Series
2012-1 Noteholders on the Effective Date on a non-Pro Rata Basis and (iii) acknowledges and agrees that the proceeds of the Advances made by Series 2012-1 Noteholders (or their respective CP Purchasers) on the Effective Date may be used by the
Administrative Agent to repay principal and interest due and owing to Series 2012-1 Noteholders (or their respective CP Purchasers) that shall no longer be party to the Note Purchase Agreement as of the Effective Date. 

(c) On the Effective Date the Indenture Trustee shall (x) make payment in full to EverBank Commercial Finance Inc. the unpaid principal
balance of, and interest and fees, on the principal balance of the Series 2012-1 note, and (y) make payment in full to Alpine Securitization Corp. the interest and fees on the principal balance of the Series 2012-1 note. Mountcliff Funding LLC
and Sovereign shall receive from the Issuer on the Payment Date in May 2013 its Pro Rata share of any principal payments then owing as well as any interest earned between the Effective Date and the Payment Date. 

  
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 Section 6. Representations and Warranties. 

(a) Each of the parties hereto hereby confirms that each of the representations and warranties set forth in the Indenture, the Supplement and
the Note Purchase Agreement made by such party 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 relates to earlier dates. 
 (b) The Issuer hereby confirms that each of the conditions precedent to the amendment to
the Indenture, the Supplement and the Note Purchase Agreement have been, or contemporaneously with the execution of this Amendment will be, satisfied. 

Section 7. Effectiveness of Amendment. 

(a) Sections 2, 3, 4 and 5 of this Amendment shall become effective, as of the date first above written, upon satisfaction or waiver by the
applicable parties of each of the following conditions (the “Effective Date”): 
 (i) This Amendment shall
have been executed and delivered by the Issuer, the Indenture Trustee and each of the Interest Rate Hedge Providers, Series 2012-1 Noteholders and Deal Agents; 

(ii) Each Interest Rate Hedge Provider shall have received prior written notice of this Amendment, such notice setting forth in
general terms the substance of this Amendment and the proposed form hereof; 
 (iii) The parties hereto (other than the
Issuer) shall have received an Officer’s Certificate of the Issuer with respect to the satisfaction of the conditions precedent set forth in this Section 7(a); 

(iv) The Indenture Trustee shall have received (if requested) an Opinion of Counsel stating that the execution hereof is
authorized or permitted by the Indenture; and 
 (v) Issuer shall have executed and delivered to each Series 2012-1
Noteholder a fee letter, dated as of the date hereof. 
 (b) Upon the execution and delivery of this Amendment by the parties hereto, this
Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 (c) Upon the
effectiveness of (i) Section 2 of this Amendment, (x) this Amendment shall become a part of the Indenture and (y) 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 the Indenture, as amended or modified hereby, (ii) Section 3 of this Amendment, (x) this Amendment shall become a part
of the Supplement and (y) each reference in the Supplement to “this Supplement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the


  
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Supplement, shall mean and be a reference to the Supplement, as amended or modified hereby, (iii) Section 4 of this Amendment, (x) this Amendment shall become a part of the Note
Purchase Agreement and (y) each reference in the Note Purchase Agreement to “this Agreement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Note Purchase
Agreement, shall mean and be a reference to the Note Purchase Agreement, as amended or modified hereby. 
 (d) Except as expressly amended
or modified hereby, each of the Indenture, the Supplement and the Note Purchase Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. 

Section 8. Execution in Counterparts. This Amendment 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 9.
Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (PROVIDED THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW SHALL APPLY),
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

Section 10. Direction of Requisite Global Majority to Indenture Trustee. The parties hereto, which include the Requisite Global
Majority, hereby direct the Indenture Trustee to execute and deliver this Amendment. 
 [signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
day and year first above written. 
  

			
	TEXTAINER MARINE CONTAINERS II LIMITED
		
	By:	 	 /s/ Christopher Morris

	Name:	 	 Christopher C. Morris

	Title:	 	 Executive Vice President

	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
		
	By:	 	 /s/ Kristin L. Puttin

	Name:	 	 Kristin Puttin

	Title:	 	 Vice President




  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Series 2012-1 Noteholder
		
	By:	 	 /s/ Jerri A. Kallam

	Name:	 	
	Title:	 	Director
	
	WELLS FARGO SECURITIES, LLC, as a Deal Agent
		
	By:	 	 /s/ Jerri A. Kallam

	Name:	 	
	Title:	 	Director



  
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	BANK OF AMERICA, N.A., as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 /s/ Margaux L. Karagosian

	Name:	 	
	Title:	 	VP



  
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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 /s/ Jason Ruchelsman

	Name:	 	
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Jason D. Muncy

	Name:	 	
	Title:	 	Authorized Signatory



  
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	MOUNTCLIFF FUNDING LLC, as a CP Purchaser
		
	By:	 	 /s/ Oliver Nisenson

	Name:	 	
	Title:	 	Director



  
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	DEUTSCHE BANK AG, NEW YORK BRANCH, as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 /s/ Colin Bennett

	Name:	 	
	Title:	 	Director
		
	By:	 	 /s/ Robert Sheldon

	Name:	 	
	Title:	 	Managing Director



  
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	 ING BELGIUM NV/SA, as a Series 2012-1 Noteholder and as a Deal Agent

		
	By:	 	 [signature illegible]

	Name:	 	
	Title:	 	
		
	By:	 	 /s/ Luc Missoorten

	Name:	 	
	Title:	 	Program Manager Structured Finance



  
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	KEY EQUIPMENT FINANCE INC., as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 /s/ Michael O’Hern

	Name:	 	
	Title:	 	SVP



  
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	THUNDER BAY FUNDING, LLC, as a CP Purchaser
		
	By:	 	 /s/ Kevin P. Wilson

	Name:	 	
	Title:	 	Authorized Signatory
	
	WHITE POINT FUNDING, INC., as a CP Purchaser
		
	By:	 	 /s/ Kevin P. Wilson

	Name:	 	
	Title:	 	Authorized Signatory


  

			
	ROYAL BANK OF CANADA, as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 /s/ Robert S. Jones

	Name:	 	
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Kevin P. Wilson

	Name:	 	
	Title:	 	Authorized Signatory



  
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	ABN AMRO CAPITAL USA LLC, as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 /s/ Urvashi Zutshi

	Name:	 	
	Title:	 	Managing Director



  
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	SUNTRUST BANK, as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 /s/ Kyle Shenton

	Name:	 	
	Title:	 	VP



  
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	SOVEREIGN BANK, N.A., as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 [signature illegible]

	Name:	 	
	Title:	 	
	
	Series 2012-1 Note Commitment: $40,000,000



  
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	EVERBANK COMMERCIAL FINANCE, INC., as a Series 2012-1 Noteholder and as a Deal Agent
		
	By:	 	 /s/ S. Scott Gates

	Name:	 	
	Title:	 	Managing Director



  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Interest Rate Hedge Provider
		
	By:	 	 /s/ Joe Hunter

	Name:	 	
	Title:	 	Authorized Signatory



  
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	CREDIT SUISSE INTERNATIONAL, as an Interest Rate Hedge Provider
		
	By:	 	 /s/ Bik Kwan Chung

	Name:	 	
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Emilie Blay

	Name:	 	
	Title:	 	Authorized Signatory



  
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	ING Bank NV, as an Interest Rate Hedge Provider
		
	By:	 	 /s/ Jules Oscar E. Kollmann

	Name:	 	
	Title:	 	Managing Director
		
	By:	 	 /s/ Vitomia Stambolva

	Name:	 	
	Title:	 	Director



  
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	SUNTRUST BANK, as an Interest Rate Hedge Provider
		
	By:	 	 /s/ Kyle Shenton

	Name:	 	
	Title:	 	VP



  
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	FORTIS BANK NV/SA, as an Interest Rate Hedge Provider
		
	By:	 	 /s/ John W. Benton

	Name:	 	
	Title:	 	Senior Managing Director
		
	By:	 	 Alfred M. Torres

	Name:	 	
	Title:	 	Managing Director



  
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 Exhibit A to Amendment 1 

SCHEDULE II 
 PURCHASE
LIMITS 
  

					
	PURCHASER	  	PURCHASE LIMIT	 
		
	 Wells Fargo Bank, National Association
	  	$	142,000,000	  
		
	 Bank of America, N.A.
	  	$	142,000,000	  
		
	 Royal Bank of Canada
	  	$	142,000,000	  
		
	 ING Belgium NV/SA
	  	$	142,000,000	  
		
	 SunTrust Bank
	  	$	142,000,000	  
		
	 ABN AMRO Capital USA LLC
	  	$	125,000,000	  
		
	 Credit Suisse AG, Cayman Islands Branch
	  	$	125,000,000	  
		
	 Deutsche Bank AG, New York Branch
	  	$	125,000,000	  
		
	 Key Equipment Finance Inc.
	  	$	75,000,000	  
		
	 Sovereign Bank, N.A.
	  	$	40,000,000	  
		  	  
	  
	 
	 TOTAL
	  	$	1,200,000,000	  








 Exhibit B to Amendment 1 

SCHEDULE III 
 CP
PURCHASER 
  

			
	PURCHASER	  	CP PURCHASER(S)
		
	Royal Bank of Canada	  	Thunder Bay Funding, LLC and White Point Funding, Inc.
		
	Credit Suisse AG, Cayman Islands Branch	  	Mountcliff Funding LLC