EX-4.32



 EXHIBIT 4.32 
 AMENDMENT NUMBER 3 
 TO CREDIT AGREEMENT 

THIS AMENDMENT NUMBER 3, dated as of December 12, 2012 (this “Amendment”), by and among TW CONTAINER
LEASING, LTD., a company with limited liability organized under the laws of Bermuda (the “Borrower”), the financial institutions listed on the signature pages hereof under the heading “LENDERS” (each a
“Lender” and, collectively, the “Lenders”), and WELLS FARGO SECURITIES LLC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), is made to
the Credit Agreement (as defined below). 
 WITNESSETH: 
 WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of August 5, 2011 (the “Credit Agreement”); 

WHEREAS, the parties desire to amend the Credit Agreement in order to modify certain provisions of the Credit Agreement; and 

WHEREAS, the Majority Lenders have agreed to such amendment of the Credit Agreement, subject to the terms and conditions hereof;

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

 SECTION 1 Definitions; Interpretation. 
 (a) Terms Defined in Credit Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in
the Credit Agreement. 
 (b) Interpretation. The rules of interpretation set forth in Section 1.2 of the
Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference. 
 SECTION 2 Amendments to the Credit
Agreement. 
 (a) Amendments. Pursuant to Section 15.12 of the Credit Agreement, the Credit Agreement is
hereby amended as follows: 
 (i) Schedule 4 to the Credit Agreement is amended to add or update the Maximum Allowed Exposure
for the entities noted in Schedule 1 to this Amendment. 
 (ii) Clause (a)(2) of the definition of “Eligible
Lessee” is hereby amended to read as follows: 
 “(2) For each of the sixth through tenth, inclusive, Lessees under Finance Leases
as to which Loans are advanced, each of the following: (A) each Person not addressed in clause (B) below, 







 
that has been approved by the Majority Lenders (in their sole discretion) to be a Lessee under a Finance Lease, and (B) so long as no Bankruptcy Event is continuing with respect to such
Person, each of the Persons set forth in clause (A), so long as the aggregate Credit Exposure related to such Person and its Affiliates (calculated after giving effect to the Finance Lease then under consideration) shall not exceed Thirty
Five Million Dollars ($35,000,000) or such higher Dollar amount that shall be set forth opposite the name of such Person on Schedule 4 under the column entitled “Maximum Allowed Exposure” (as such amounts may be amended from time to time
in a written instrument signed by each of the Borrower and the Administrative Agent acting at the direction of the Majority Lenders)” 
 (b) References Within Credit Agreement. Each reference in the Credit Agreement to “this Agreement” and the words “hereof,” “herein,” “hereunder,” or words of
like import, shall mean and be a reference to the Credit Agreement as amended by this Amendment. 
 SECTION 3 Conditions of
Effectiveness. The effectiveness of Section 2 of this Amendment shall become effective as of the date first above written (the “Effective Date”), upon receipt by the Administrative Agent of this Amendment duly executed and
delivered by the Borrower, the Administrative Agent and Lenders representing in aggregate the Majority Lenders. 
 SECTION 4 Representations
and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby confirms and restates, as of the date hereof, the representations and warranties made by it in Section 7 of the Credit Agreement and in the other
Loan Documents; provided that any representations and warranties which relate solely to an earlier date shall not be deemed confirmed and restated as of the date hereof (provided that such representations and warranties shall be true, correct
and complete as of such earlier date). 
 SECTION 5 Miscellaneous. 

(a) Notice. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date and
promptly thereafter distribute to the Borrower and the Lenders copies of all documents delivered under Section 3 of this Amendment. 
 (b) Credit Agreement Otherwise Not Affected. Except as expressly amended pursuant hereto, the Credit Agreement thereof shall remain unchanged and in full force and effect and is hereby ratified and
confirmed in all respects. The Lenders’ and the Administrative Agent’s execution and delivery of, or acceptance of, this Amendment shall not be deemed to create a course of dealing or otherwise create any express or implied duty by any of
them to provide any other or further amendments, consents or waivers in the future. 
 (c) No Reliance. The Borrower
hereby acknowledges and confirms to the Administrative Agent and the Lenders that the Borrower is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation,
understanding or communication by or on behalf of any other Person. 
 (d) Costs and Expenses. The Borrower agrees to pay
to the Administrative Agent on demand the reasonable out-of-pocket expenses incurred by the Administrative Agent and its 

  
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Affiliates, including the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation, negotiation, execution and delivery of this
Amendment. 
 (e) Binding Effect. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the
Borrower, the Administrative Agent and each Lender and their respective successors and assigns. 
 (f) Governing Law.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (g)
Complete Agreement; Amendments. This Amendment, together with the other Loan Documents, contains the entire and exclusive agreement of the parties hereto and thereto with reference to the matters discussed herein and therein. This Amendment
supersedes all prior commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto. This Amendment may not be modified, amended or otherwise altered except in accordance with the terms of
Section 15.12 of the Credit Agreement. 
 (h) Severability. Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Amendment shall be prohibited by or invalid under any such law or regulation in any
jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such
prohibition or invalidity without affecting the remaining provisions of this Amendment, or the validity or effectiveness of such provision in any other jurisdiction. 
 (i) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same agreement. 
 (j) Loan Documents. This
Amendment shall constitute a Loan Document. 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date
first above written. 
  

					
	THE BORROWER
	
	TW CONTAINER LEASING, LTD.
		
	By	 	/s/ Christopher C. Morris
		 	Name:	 	Christopher C. Morris
		 	Title:	 	Vice President
		
	By	 	/s/ Laks Swaminathan
		 	Name:	 	Laks Swaminathan
		 	Title:	 	Vice President
	
	THE ADMINISTRATIVE AGENT
	
	WELLS FARGO SECURITIES LLC
		
	By	 	/s/ Peter C. Rodgers
		 	Name:	 	Peter C. Rodgers
		 	Title:	 	Director









 
					
	CONSENTED TO AND ACKNOWLEDGED BY:
	
	THE LENDERS
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By	 	/s/ William Eustis
		 	Name:	 	William Eustis
		 	Title:	 	Director



  
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