EXHIBIT 4.43


 


AMENDMENT 4 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT


 


THIS AMENDMENT 4, dated as of April 23, 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 Purchaser (“WFBNA”), WELLS FARGO SECURITIES, LLC, as
Wells Fargo Deal Agent (“WFS”), and FORTIS BANK (NEDERLAND) N.V., as
Purchaser (“Fortis”).


 


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 certain
respects as provided herein; and


 


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.


 


(a)           Simultaneously
with the execution of this Amendment, Fortis will execute an Addition Notice
pursuant to which Fortis will hereby join to the Agreement as a Purchaser and a
Series 2009-1 Noteholder with a Purchase Limit and a Series 2009-1
Note Existing Commitment in an amount equal to $50,000,000.  The Issuer is aware that Fortis intends to
enter into a legal merger with ABN AMRO Bank N.V. under Dutch law.  Notwithstanding any provision to the contrary
contained in this Agreement or any other Transaction Document, the Issuer
acknowledges and agrees that as a consequence of such merger, all rights and
obligations of Fortis under this Agreement shall be transferred by Fortis to
ABN AMRO Bank N.V, by operation of law.


 


(b)           The Agreement
is hereby amended by amending and restating Schedule 2 to the Agreement
in the form attached as Schedule 2 hereto.


 


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;


 

















 


(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 


 


2

















 


DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


[Signature Pages Follow]


 


3

















 


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 LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  TAL International Container Corporation, its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  






 


Amendment
4 to Series 2009-1 Note Purchase Agreement


 

















 




	
  THE PURCHASERS:

  	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as 

  
	
   

  	
   

  	
  Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  






 


 




	
  THE PURCHASERS:

  	
   

  	
  FORTIS BANK (NEDERLAND) N.V., as Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  






 


 




	
  THE DEAL AGENT:

  	
   

  	
  WELLS FARGO SECURITIES, LLC, as Wells Fargo Deal 

  
	
   

  	
   

  	
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  






 


Amendment
4 to Series 2009-1 Note Purchase Agreement


 

















 


SCHEDULE 2


 


PURCHASE LIMITS


 


	
  Purchaser

  	
   

  	
  Purchase Limit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Wells Fargo Bank, National
  Association

  	
   

  	
  $

  	
  245,000,000

  	
   

  
	
  Fortis Bank (Nederland)
  N.V.

  	
   

  	
  $

  	
  50,000,000