Exhibit 10.22
AMENDMENT NUMBER 2 TO THE THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NUMBER 2, dated as of September 27, 2007 (this “Amendment”) to the Third Amended and Restated
Credit Agreement, dated as of January 31, 2007 (as amended, restated, supplemented or otherwise modified from time to time,
including as of September 6, 2007, the “Credit Agreement;”), each entered into by and among TEXTAINER LIMITED, a
company with limited liability organized under the laws of Bermuda, as borrower (together with its successors and permitted
assigns, the “Borrower”), TEXTAINER GROUP HOLDINGS LIMITED, a company with limited liability organized under the laws
of Bermuda, as guarantor (together with its successors and permitted assigns, “TGH”), BANK OF AMERICA, N.A. (“B of A”),
FORTIS CAPITAL CORP. (as assignee of Fortis Bank (Nederland) N.V.) (“Fortis”), WELLS FARGO BANK, NATIONAL
ASSOCIATION (“Wells”) (each of B of A, Fortis and Wells, a “Bank” and collectively, the “Banks”), and B of A, as agent on
behalf of the Banks (not in its individual capacity, but solely as agent, the “Agent”). Capitalized terms used herein but not
defined herein shall have the same meaning as given to them in the Credit Agreement (as defined below).
RECITALS
WHEREAS , the Borrower, TGH, the Banks and the Agent have entered into the Credit Agreement, pursuant to which the
Banks have agreed to extend and make available to the Borrower certain advances of money;
WHEREAS , the parties hereto have agreed to amend certain provisions of the Credit Agreement;
WHEREAS , subject to the representations and warranties of the Borrower and TGH set forth below, and upon the terms
and conditions set forth in this Amendment, the parties hereto are willing to so amend certain provisions in the Credit
Agreement as set forth herein;
NOW, THEREFORE , in consideration of the foregoing Recitals, and intending to be legally bound, the parties hereto agree
as follows:
SECTION 1. Amendments to Credit Agreement . Subject to the