EXHIBIT 4.41


 


AMENDMENT NO. 1 TO INDENTURE


 


THIS AMENDMENT NO. 1, dated
as of April 23, 2010 (the “Amendment”), to the Indenture (as
defined below), is entered into by TAL Advantage III LLC, a Delaware limited
liability company (the “Issuer”), Wells Fargo Bank, National
Association, as indenture trustee (the “Indenture Trustee”), and
consented to by Wells Fargo Bank, National Association, as Control Party for Series 2009-1
and the Requisite Global Majority.


 


WITNESSETH:


 


WHEREAS, the Issuer and the
Indenture Trustee have previously entered into the Indenture, dated as of October 23,
2009 (as amended, supplemented and otherwise modified from time to time, the “Indenture”);
and


 


WHEREAS, the parties hereto
desire to amend the Indenture as set forth herein;


 


NOW THEREFORE, in
consideration of the premises and mutual covenants herein contained, the
parties hereto agree as follows:


 


SECTION 1.               Defined Terms.  Unless otherwise amended by the terms of this
Amendment, capitalized terms used in this Amendment shall have the meanings
assigned in the Indenture.


 


SECTION 2.               Amendment to Agreement.  Schedule I to the Indenture (Maximum
Concentrations of Lessees) is hereby amended by changing the Concentration
Limit for CMA CGM to read as follows:


 


“(i) for
the period from April 23, 2010 to (and including) December 31, 2010,
eighteen percent (18%); and (ii) after December 31, 2010, fifteen
percent (15%); provided, that, upon the request
of the Issuer and subject to the written approval of the Requisite Global
Majority, the Concentration Limit for CMA CGM shall revert to twenty-five (25%)”


 


SECTION 3.               Representations and
Warranties.  The Issuer
hereby confirms that each of the representations and warranties set forth in Article VI
of the Indenture is true and correct 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.


 


SECTION 4.               Effectiveness.


 


(a)           Except as expressly amended
by the terms of this Amendment, all terms and conditions of the Indenture, as
amended, shall remain in full force and effect and are hereby ratified and
confirmed by the parties hereto.


 


(b)           This Amendment shall be
effective upon execution and delivery hereof and shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 

















 


(c)           After the execution and
delivery hereof by the parties hereto, (i) this Amendment shall be a part
of the Indenture, and (ii) each reference in the Indenture to “this
Agreement” and “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.


 


(d)           Each party hereto agrees and
acknowledges that this Amendment constitutes a “Transaction Document” under the
Indenture.


 


SECTION 5.               Execution in Counterparts. This
Amendment may be executed by the parties hereto in several counterparts (which
may include facsimile or PDF file), each of which shall be executed by the
Issuer, the Indenture Trustee and the Control Party, and be deemed an original
and all of which shall constitute together but one and the same agreement.


 


SECTION 6.               Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (EXCEPT SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW).


 


SECTION 7.               Consent to Jurisdiction.  The parties hereto hereby irrevocably consent
to the personal jurisdiction of the state and federal courts located in New
York County, New York, in any action, claim or other proceeding arising out of
any dispute in connection with this Amendment, any rights or obligations
hereunder, or the performance of such rights and obligations.


 


SECTION 8.               Entire Agreement.  This Amendment constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof.


 


[Signature Pages Follow]


 


2

















 


IN WITNESS WHEREOF, the
parties have caused this Amendment to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


 


	
   

  	
  TAL
  ADVANTAGE III LLC, as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Amendment
1 to Indenture


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Amendment
1 to Indenture


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as the Control Party for Series 2009-1
  and the Requisite Global Majority

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Amendment
1 to Indenture