EX-4.11:






EXHIBIT 4.11




EXECUTION VERSION




INTERCREDITOR AGREEMENT




Dated as of April 12, 2006




Among




TAL INTERNATIONAL CONTAINER CORPORATION,

acting in its capacity as an equipment owner and as manager of Containers owned

by TAL Advantage I LLC




TAL ADVANTAGE I LLC (“TAL A”),

acting in its capacity as an equipment owner




U.S. BANK NATIONAL ASSOCIATION (the “Indenture Trustee”),

acting in its capacity as trustee under the Indenture with TAL Advantage I LLC




and




FORTIS CAPITAL CORP. (“Fortis”),

acting in its capacity as administrative agent on behalf

of itself and other lenders under the Fortis Credit Agreement




and




VARIOUS OTHER PERSONS FROM TIME TO TIME PARTIES HERETO








 









 








INTERCREDITOR AGREEMENT




     THIS INTERCREDITOR AGREEMENT (as amended, amended and restated, modified or supplemented from
time to time, this “Agreement”), dated as of April 12, 2006, by and among TAL International
Container Corporation, a corporation organized under the laws of the State of Delaware (acting in
its capacity as an equipment owner and the manager of certain Containers owned by TAL A, together
with its successors and permitted assigns, “TLI”), TAL Advantage I LLC, a limited liability company
organized under the laws of the State of Delaware (acting in its capacity as an equipment owner,
together with its successors and permitted assigns, “TAL A”), U.S. Bank National Association, a
national banking association (acting in its capacity as trustee under the Indenture with TAL A,
together with its successors and permitted assigns, the “Indenture Trustee”), Fortis Capital Corp.,
a Connecticut corporation (acting in its capacity and as administrative agent and as collateral
agent on behalf of itself and various lenders pursuant to the Fortis Credit Agreement and the
Fortis Security Agreement, together with its successors and permitted assigns, “Fortis”), and
various other Equipment Lenders that may from time-to-time become parties hereto in accordance with
the provisions of Section 8 hereof.



WITNESSETH:




     WHEREAS, TAL A and the Indenture Trustee have entered into an Amended and Restated Indenture,
dated as of April 12, 2006 (as amended, amended and restated, modified or supplemented from time to
time, the “Indenture”), pursuant to which TAL A granted to the Indenture Trustee, on behalf of the
various Noteholders and other Persons as defined therein, a security interest in (i) various
Containers (the “Securitized Containers”), (ii) the lease agreements to which the Securitized
Containers may become subject to from time to time to the extent (but only to the extent) that such
lease agreements relate to the Securitized Containers (the “Securitized Leases”) and (iii) all
proceeds relating to the Securitized Containers, including all rental and other payments owing
under the Securitized Leases (the “Securitized Lease Payments” and, collectively with the
Securitized Containers and the Securitized Leases, the “Securitized Collateral”);



     WHEREAS, TLI, Fortis and various lenders have entered into an Amended and Restated Credit
Agreement, dated as of August 1, 2005 (as amended, amended and restated, modified or supplemented
from time to time in accordance with its term, the “Fortis Credit Agreement”), and an Amended and
Restated Security Agreement, dated as of August 1, 2005 (as amended, amended and restated, modified
or supplemented from time to time in accordance with its term, the “Fortis Security Agreement”),
pursuant to which TLI and various other Persons granted to Fortis, on behalf of the various
lenders, a security interest in (i) various Containers (the “Fortis Containers”), (ii) the lease
agreements to which the Fortis Containers may become subject from time to time to the extent (but
only to the extent) that such lease agreements relate to the Fortis Containers (the “Fortis
Leases”) and (iii) all proceeds relating to the Fortis Containers, including all rental and other
payments owing under the Fortis Leases (the “Fortis Lease Payments” and, collectively with the
Fortis Containers and the Fortis Leases, the “Fortis Collateral”);







 









 









     WHEREAS, to the extent permitted under the Equipment Loan Agreements (as defined in
Appendix A), TLI and/or its Subsidiaries may in the future enter into financing agreements
and security agreements with other lenders party thereto (collectively, the “Other Lenders”),
pursuant to which TLI and/or TAL A may grant to the Other Lenders a security interest in, inter
alia, (i) various Containers (the “Other Lenders’ Containers”), (ii) the lease agreements to which
the Other Lenders’ Containers may become subject to from time to time to the extent (but only to
the extent) that such lease agreements relate to the Other Lenders’ Containers (the “Other Lenders’
Leases”), (iii) all proceeds relating to the Other Lenders’ Containers, including all rental and
other payments owing under the Other Lenders’ Leases (the “Other Lenders’ Lease Payments”) and (iv)
such other collateral as may from time to time be granted to Other Lenders consistent with the
Equipment Loan Agreements (the “Other Lenders’ Additional Collateral” and, collectively with the
Other Lenders’ Containers, the Other Lenders’ Lease Payments and the Other Lenders’ Leases, the
“Other Lenders’ Collateral”);



     WHEREAS, TLI (by itself or by and through its Affiliates) will manage, and administer all of
the Securitized Containers, the Fortis Containers, and the Other Lenders’ Containers;



     WHEREAS, in accordance with customary accounting and cash application procedures and the terms
of this Agreement, TLI will collect the Securitized Lease Payments, the Fortis Lease Payments and
the Other Lenders’ Lease Payments in the Collection Accounts and forward the same to the
Concentration Account as provided herein; and



     WHEREAS, the parties hereto desire to set forth their relative rights in and to the
Securitized Collateral, the Fortis Collateral and the Other Lenders’ Collateral, including with
respect to the Securitized Lease Payments, the Fortis Lease Payments and the Other Lenders’ Lease
Payments held in the Concentration Account.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:



     SECTION 1. Definitions.



     1.1 Generally; Accounting Terms. As used herein, all capitalized terms shall have the
meanings ascribed to them in the preamble, text of this Agreement or in the definitions set forth
in Appendix A (such meanings to be equally applicable
to both the singular and plural forms of the
terms defined), unless the context otherwise requires. Unless otherwise defined, accounting terms
shall have the meanings usually given to them in accordance with GAAP.



     1.2 Articles, Sections, Subsections, and Paragraphs; Other Interpretive Provisions.
All references to Articles, Sections, subsections or paragraphs shall be to Articles, Sections,
subsections and paragraphs, respectively, of this Agreement, except as otherwise specifically
provided. The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar purport when
used in this Agreement or in Appendix A hereto shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. The term “Agreement” or
“Intercreditor Agreement” shall include each of the attachments, schedules, appendices and exhibits
attached thereto. The words “include” and “including” are used without intending any limitation.
Unless







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otherwise indicated, any reference herein to an agreement or instrument shall mean that
document, as the same may be modified, amended, amended and restated or supplemented by the parties
thereto from time to time.



SECTION 2. Disclaimer of Fortis in the Securitized Collateral and Other Lenders’ Collateral.




          (a) Fortis hereby acknowledges and agrees for the benefit of the Indenture Trustee that any
and all security interests, liens, rights and interests of Fortis in or on any or all of the
Securitized Collateral hereby are disclaimed. Fortis shall have no right to take any action with
respect to such Securitized Collateral, whether by judicial or non-judicial foreclosure, the
seeking of the appointment of a receiver for any portion of the assets comprising the same or
otherwise, or to take possession of any of such Securitized Collateral. If any payment or
distribution to Fortis is made from any of the Securitized Collateral at any time prior to the
payment in full in cash of all of the outstanding obligations under or referred to in the Indenture
and the termination of all directly related financing arrangements securing the obligations under
the Indenture, Fortis shall receive and, upon having actual knowledge thereof, shall hold the same
in trust for the benefit of the Indenture Trustee and shall forthwith deliver the same to the
Indenture Trustee in precisely the form received (except for the endorsement or assignment of
Fortis where necessary) for application against such obligations, whether due or not due.



          (b) To the extent that any Other Lenders become a party hereto in accordance with the
provisions of Section 6 hereof, then Fortis hereby acknowledges and agrees for the benefit of such
Other Lenders that any and all security interests, liens, rights and interests of Fortis in or on
any or all of the Other Lenders’ Collateral hereby are disclaimed. Fortis shall have no right to
take any action with respect to such Other Lenders’ Collateral, whether by judicial or non-judicial
foreclosure, the seeking of the appointment of a receiver for any portion of the assets comprising
the same or otherwise, or to take possession of any of such Other Lenders’ Collateral. If any
payment or distribution to Fortis is made from any of the Other Lenders’ Collateral at any time
prior to the payment in full in cash of all of the outstanding obligations under or referred to in
the Other Lenders’ Equipment Loan Agreements and the termination of all directly related financing
arrangements securing the obligations under such Other Lenders’ Equipment Loan Agreements, Fortis
shall receive and, upon having actual knowledge thereof, shall hold the same in trust for the
benefit of the Other Lenders and shall forthwith deliver the same to the Other Lenders in precisely
the form received (except for the endorsement or assignment of Fortis where necessary) for
application against such obligations, whether due or not due.



          (c) Those specific Containers constituting Securitized Containers shall be determined by
reference to the records of TLI or, if the records of TLI are unavailable or inconclusive, or in
the case of manifest error in the records of TLI, by reference to the Container Management System
or, if the Container Management System is not available or is inconclusive, by reference to the
most recent list of collateral delivered pursuant to the terms of the Indenture or other related
document specified therein.



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SECTION 3. Disclaimer of Indenture Trustee in Fortis Collateral and Other Lenders’ Collateral.




          (a) The Indenture Trustee hereby acknowledges and agrees for the benefit of Fortis that any
and all security interest, liens, rights and interests of the Indenture Trustee in or on any of the
Fortis Collateral hereby are disclaimed. The Indenture Trustee shall have no right to take any
action with respect to such Fortis Collateral, whether by judicial or non-judicial foreclosure, the
seeking of the appointment of a receiver for any portion of the assets comprising the same or
otherwise, or to take possession of any of such Fortis Collateral. If any payment or distribution
to the Indenture Trustee is made from any such Fortis Collateral prior to the payment in full in
cash of all of the outstanding obligations under or referred to in the Fortis Credit Agreement and
the termination of all directly related financing arrangements securing the obligations under the
Fortis Credit Agreement, the Indenture Trustee shall receive and, upon having actual knowledge
thereof, shall hold the same in trust for the benefit of Fortis and shall forthwith deliver the
same to Fortis, in precisely the form received (except for the endorsement or assignment of the
Indenture Trustee where necessary) for application against such obligations, whether due or not
due.



          (b) To the extent that any Other Lenders become a party hereto in accordance with the
provisions of Section 6 hereof, then the Indenture Trustee hereby acknowledges and agrees for the
benefit of such Other Lenders that any and all security interests, liens, rights and interests of
the Indenture Trustee in or on any or all of the Other Lenders’ Collateral hereby are disclaimed.
The Indenture Trustee shall have no right to take any action with respect to such Other Lenders’
Collateral, whether by judicial or non-judicial foreclosure, the seeking of the appointment of a
receiver for any portion of the assets comprising the same or otherwise, or to take possession of
any of such Other Lenders’ Collateral. If any payment or distribution to the Indenture Trustee is
made from any of the Other Lenders’ Collateral at any time prior to the payment in full in cash of
all of the outstanding obligations under or referred to in the Other Lenders’ Equipment Loan
Agreements and the termination of all directly related financing arrangements securing the
obligations under such Other Lenders’ Equipment Loan Agreements, the Indenture Trustee shall
receive and, upon having actual knowledge thereof, shall hold the same in trust for the benefit of
the Other Lenders and shall forthwith deliver the same to the Other Lenders in precisely the form
received (except for the endorsement or assignment of the Indenture Trustee where necessary) for
application against such obligations, whether due or not due.



          (c) Those specific Containers constituting Fortis Containers shall be determined by reference
to the records of TLI or, if the records of TLI are unavailable or inconclusive, or in the case of
manifest error in the records of TLI, by reference to the Container Management System or, if the
Container Management System is not available or is inconclusive, by reference to the most recent
list of collateral delivered pursuant to the terms of the Fortis Credit Agreement and/or the Fortis
Security Agreement.




			
	SECTION 4.	 	Concentration Account.
		 	
	4.1	 	Concentration Account.





          (a) TLI maintains, and hereby agrees to continue to maintain in its individual capacity and as
the manager of Containers on behalf of TAL A, the bank deposit accounts identified on
Exhibit A hereto as the “concentration account” (such account, or any successor







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concentration account created by TLI in compliance with this Section 4.1, is referred
to herein as the “Concentration Account”). Until otherwise instructed by the Indenture Trustee,
Fortis and/or the Other Lenders (or any trustee or agent thereof), in writing, following the
occurrence of an Actionable Default and in accordance with an applicable Equipment Loan Agreement
or related Security Agreement, TLI will (i) continue to instruct all lessees of the Containers or
other collateral under a Lease to remit all rental and other payments arising under such Lease to
one or more of the bank deposit accounts used by TLI from time to time as “collection accounts”
(collectively, the “Collection Accounts”), and (ii) cause all funds on deposit in the Collection
Accounts, to the extent of the type referenced in clause (i) above, to be “swept” into the
Concentration Account on a periodic basis. The Collection Accounts that are in use by TLI on the
date hereof are identified on Exhibit B. Each of the Indenture Trustee, Fortis
and/or the Other Lenders further agree, for the exclusive benefit of each other, and without any
duties or obligations to TLI or TAL A that, if an Actionable Default has occurred, (i) no such
party shall exercise any rights to instruct lessees to remit rental and other payments under any
Leases without prior notice to each other Equipment Lender and (ii) absent the consent of all
Equipment Lenders, no such Equipment Lender shall instruct lessees under a Lease Agreement that
relates to one or more Securitized Containers, Fortis Containers or Other Lenders’ Containers to
remit such payments to any account other than the Collection Account; provided that nothing
herein shall restrict the rights of a successor manager under the Management Agreement to give any
such notices so long as such manager has agreed to be bound by the provisions of Sections 4 and 5
of this Agreement insofar as such provisions apply to TLI. Nothing contained in clause (ii) above
shall restrict any of the Indenture Trustee, Fortis and/or any Other Lender from instructing any
Lessee to return to a specified depot or other location any Securitized Container, Fortis Container
or Other Lenders’ Container, respectively, upon the expiration or earlier termination of the
related Lease.



          (b) TLI shall not change the Concentration Account, either to a different deposit account at
Citibank or to an account at another bank (which new Concentration Account, in any event, shall be
maintained at a bank in the United States, unless all of the Equipment Lenders agree to a different
location), unless TLI shall, as soon as practicable but in any event within 30 Business Days, have
given written notice to each of the Equipment Lenders.



          (c) Except as provided in this Agreement, TLI (as an equipment owner and in its capacity as a
manager of Containers owned by TAL A) agrees that it shall not transfer ownership to, in whole or
part, or create, incur, assume or suffer to exist any Lien (other than Permitted Liens) in favor of
any party upon the Concentration Account, any Collection Account, or any funds therein or proceeds
thereof. Upon receiving notice of any Lien (other than Permitted Liens) upon the Concentration
Account or any Collection Account other than as expressly provided for or permitted herein, TLI
shall, as soon as possible following notice to such effect from any Equipment Lender, cease
depositing or causing to be deposited funds constituting Securitized Collateral, Fortis Collateral
or Other Lenders’ Collateral into such account, and will thereafter deposit or cause to be
deposited such funds into such other account as is approved in writing by each of the Equipment
Lenders, until such time as such Lien (other than Permitted Liens) is released or removed on terms
reasonably satisfactory to each of the parties hereto.







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SECTION 5. Inspection of Books and Records; Negative Pledge on Container Management System;
Non-Exclusive License on Container Management System.




          (a) TLI agrees that (to the extent of its ownership or other interest therein) neither it nor
any of its Affiliates shall create, incur, assume or grant or suffer to exist, directly or
indirectly, in favor of any Person, any Lien (other than Permitted Liens) on the Container
Management System. TLI shall promptly take or cause to be taken such actions as may be necessary
to discharge any such Lien (other than Permitted Liens).



          (b) TLI hereby grants, and agrees to grant from time to time, to Fortis, the Indenture Trustee
and each Other Lender a non-exclusive royalty-free license (such license not to have any force or
effect until, and only for so long as, an Actionable Default has occurred and is continuing) to the
software system used by TLI in connection with its Container Management System, subject, in the
case of intellectual property rights held under license by TLI, to the prior consent of the
relevant licensor, if required, which consent TLI undertakes to use its reasonable efforts
forthwith to obtain at its own expense on terms reasonably acceptable to TLI for so long as an
Actionable Default has occurred and is continuing.



SECTION 6. Joinder to this Agreement by Supplemental Agreements.




     Equipment Lender(s) not initially parties to this Agreement shall be entitled to participate
in this Agreement, as it may from time to time be amended or supplemented, by executing a
“Supplemental Agreement”, substantially in the form of
Exhibit D hereto, accepting the terms of
this Agreement, as amended and supplemented to the date of such execution. Such participation
shall, prior to an Actionable Default, require the written approval of TLI, but shall not require
the further authorization or approval of any of the other parties hereto, provided that TLI shall
promptly furnish each Equipment Lender then party to this Agreement with a copy of the executed
Supplemental Agreement with such additional party. Each Equipment Lender hereby accepts each of
the terms of this Agreement, as it may be supplemented from time to time by virtue of the execution
of a Supplemental Agreement from time to time.



SECTION 7. Miscellaneous.




     7.1 Conflict with Equipment Loan Agreements. Except as herein otherwise expressly
provided, all rights, powers, privileges and remedies granted to each Equipment Lender that is a
party to this Agreement under its respective Equipment Loan Agreement (to the extent that such
rights, powers, privileges and remedies relate to foreclosure or disposition of the Containers and
Leases pledged to such Lender) are subject to the provisions contained herein, provided that this
Section 7.1 shall not be construed as waiving, amending or limiting any covenant or agreement of
TLI or TAL A contained in any such Equipment Loan Agreement.



     7.2 No Waiver. No waiver of any breach of this Agreement shall be implied from any
omission, failure or delay by any party to take any action with respect to such breach. No express
waiver shall affect any breach other than the breach specified therein and each such express waiver
shall be operative only for the time and to the extent therein expressly stated. No waiver of any
breach shall be construed as a waiver of any subsequent breach of the same or a different covenant
or of any subsequent failure to satisfy the same or a different condition. Any







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party’s consent to or approval of any particular event, act, omission, failure or delay shall
not result in a waiver of, or render unnecessary, consent to any approval of, any subsequent event,
act, omission, failure or delay; and no person’s or entity’s consent or approval shall bind any
other party.



     7.3 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. No other entity shall
be entitled to claim any rights or benefits hereunder, as third party beneficiary or otherwise.



     7.4 Counterparts. This Agreement may be executed in any number of counterparts, but
all such counterparts together shall constitute one and the same agreement.



     7.5 Headings. All headings appearing herein are for convenience only and shall be
disregarded in construing the substantive provisions of this Agreement.



     7.6 Notices. All Notices, requests and demands to or upon the parties hereto shall be
in writing and given by (a) personal delivery, (b) internationally recognized overnight courier, or
(c) facsimile, with subsequent telephone confirmation of receipt thereof, in each case at the
address, telephone or fax number as shown adjacent to each party’s signature hereto or to such
other address as may be hereafter designated in writing by the respective parties hereto. Any
party hereto may change such address by notice given to the other parties in the manner above set
forth. Notice shall be effective and deemed received (a) when delivered, if delivered by hand, (b)
two days after being delivered to the courier service, if sent by courier, or (c) upon receipt of
confirmation of transmission, if sent by telecopy.


SECTION 8. Entire Agreement. This Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof, and supercedes any prior agreements, written or
oral, with respect hereto.



SECTION 9. Amendment. Except
as contemplated by Section 6 hereof, this Agreement may be
amended from time to time only in a writing executed by all of the parties hereto (including
Equipment Lender(s) not initially parties to this Agreement but which subsequently become a party
hereto in accordance with the provisions of Section 6 hereof). TAL A shall forward a copy of any
amendment hereto to each Rating Agency (as such term is defined in the Indenture), if any.



SECTION 10. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), AND THE
RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.



SECTION 11. Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST A PARTY
HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE
INSTITUTED IN ANY FEDERAL OR STATE COURT LOCATED IN THE COUNTY OF NEW YORK AND EACH








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PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS AGREEMENT,
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH
SUIT, ACTION OR PROCEEDING.


SECTION 12. Further Assurances. Each party agrees to do such further acts and things and
to execute and deliver such additional assignments, agreements, powers and instruments, at the
expense of TLI, as are reasonably required to carry into effect the purposes of this Agreement.



SECTION 13. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS
AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL
ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY
COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT,
INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.



SECTION 14. Acknowledgment of Indenture Trustee. The Indenture Trustee hereby acknowledges
that any payment made to Fortis or any Other Lenders with funds that, pursuant to the terms of the
“waterfall” provisions of the Indenture, previously have been distributed to TLI or its designee
will not violate the provisions of this Agreement.



SECTION 15. Acknowledgment. Each party acknowledges that that certain Amended and Restated
Intercreditor Agreement, dated as of August 1, 2005, by and among TLI, Fortis and the other parties
thereto is terminated and shall have no further force or effect.



SECTION 16. No Petition. Each party hereto, on its own behalf, hereby covenants and agrees
that it will not institute (or cause or direct or solicit any Person to institute) against TAL A
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law, at any time other than on a date
which is at least one (1) year and one (1) day after the later of (a) the last date on which any
Note of any Series was Outstanding and (b) the date on which all amounts owing to the Series
Enhancers pursuant to the terms of the Indenture and the Insurance Agreements have been paid in
full. Capitalized terms used in this Section 17 but not otherwise defined herein shall have the
meanings set forth in the Indenture.




[Remainder of page intentionally blank]








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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers as of the day and year first written above.



	 	 	 	 	 	 	 
	TAL INTERNATIONAL CONTAINER CORPORATION,
	 	TAL ADVANTAGE I LLC, acting in its capacity
	In its capacity as an equipment owner	 	as an equipment owner
	and manager of Containers owned by TAL

Advantage I LLC 

	 	By:
	 	TAL International Container

Corporation, its Manager
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	TAL International Container Corporation

100 Manhattanville Road 

Purchase, New York 10577-2135
	 	TAL Advantage I LLC

100 Manhattanville Road

Purchase, New York 10577-2135
	Attn:

	 	Chand Khan, Vice President and
	 	Attn:
	 	Chand Khan
	 

	 	Chief Financial Officer
	 	 	 	 
	Fax:	 	914-697-2526	 	with copies to:

 

	with a copy to:	 	TAL International Container Corporation


		 	100 Manhattanville Road

Purchase, New York 10577-2135
	TAL International Group, Inc.

100 Manhattanville Road

Purchase, NY 10577-2135	 	Attn:	 	Chand Khan, Vice President and

Chief Financial Officer
	Attn:

	 	Marc A. Pearlin, Vice President,
	 	and:	 	 
	 	 	General Counsel & Secretary	 	
	Fax:	 	914-697-2526	 	TAL International
Group, Inc.

100 Manhattanville Road

Purchase, NY 10577-2135
	 

	 	 	 	Attn:
	 	Marc A. Pearlin, Vice President,

General Counsel & Secretary
	 

	 	 	 	Fax:
	 	914-697-2526






Concentration Account Intercreditor Agreement






 









 







FORTIS CAPITAL CORP.,

In its capacity as administrative agent

and collateral agent on behalf of itself

and other lenders under the Fortis Credit Agreement




	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	 	 	 
	 	 	 	 
	 


Fortis Capital Corp.

520 Madison Avenue

New York, NY 10022

Attn: Gloria Beloti-Fields

Fax: 212-340-5450

Phone: 212-340-5455



With a copy to:



Fortis Bank (Nederland) N.V.

Two Embarcadero Center

Suite 1330

San Francisco, CA 94111

Attn: Menno van Lacum

Fax: 415-283-3046

Phone: 415-283-3042




Intercreditor Agreement






 









 







U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Indenture Trustee under the Indenture referred

to in the introductory paragraph




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	 	 	 
	 	 	 	 
	 


U.S. Bank National Association

Corporate Trust Services

Reference: Structured Finance/TAL Advantage

EP-MN-WS3D

60 Livingston Avenue

St. Paul, MN 55107

651-495-3851(phone)

651-495-8090 (fax)




Concentration Account Intercreditor Agreement






 









 








APPENDIX A




CERTAIN DEFINITIONS





     In addition to the terms that are defined above this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the singular and the plural
forms of the terms defined) unless the context otherwise requires.



     “Actionable Default” means (i) a “Designated Event of Default” under the Fortis Credit
Agreement, (ii) an “Event of Default” under the Indenture, (iii) a “Manager Default” under the
Management Agreement and (iv) any other item designated as such pursuant to the applicable
Equipment Loan Agreement.



     “Affiliate” means with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control with such specified Person.
For the purposes of this definition, control, when used with respect to any specified Person, means
the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms controlling and
controlled have meanings correlative to the foregoing.



     “Business Day” means any day on which banks in New York, NY and St. Paul, Minnesota are open
for business generally.



     “Collateral” means, with respect to each of TLI and TAL A, the collateral described in the
applicable Equipment Loan Agreement and/or Security Agreement with its applicable Equipment
Lender(s).



     “Collection Accounts” has the meaning specified in Section 4.1(a).



     “Concentration Account” has the meaning specified in Section 4.1(a).



     “Container Management System” means the “TERMS 2000” tracking and billing system used by TLI
and any upgrade of, successor to, or replacement for, such system.



     “Containers” means dry cargo, refrigerated, open top, flat rack, domestic storage, tank, high
cube or other type of marine or intermodal shipping container, including any generator sets or
cooling units used with refrigerated containers, and any related spare parts, and all accessories,
parts and other property at any time affixed thereto or used in connection therewith, and any
substitutions, additions or replacement for, to or of any such items.



     “Equipment Lenders” means collectively (i) the Indenture Trustee (for the benefit of the
Noteholders under the Indenture), (ii) Fortis (for the benefit of the Banks under the Fortis Credit
Agreement), and (iii) any future lender to TLI or TAL A who subsequently becomes a party to this
Agreement; and “Equipment Lender” means any one of the foregoing. With respect to any multi-lender
facility, the term “Equipment Lender” shall mean the agent, trustee or other representative of any
Equipment Lender, as the context may require.







 









 









     “Equipment Loan Agreements” means collectively: (i) the Indenture, (ii) the Fortis Credit
Agreement, and (iii) any other credit agreement or credit agreements pursuant to which an Equipment
Lender has made or may in the future make an Equipment Loan to TLI or TAL A, including any
amendments, supplements, restatements, waivers or other modifications thereto and any related loan
documents (including but not limited to any related Security Agreement) other than this Agreement;
and “Equipment Loan Agreement” means any one of such agreements.



     “Fortis” has the meaning specified in the preamble.



     “Fortis Collateral” has the meaning specified in the preamble.



     “Fortis Containers” has the meaning specified in the preamble.



     “Fortis Credit Agreement” has the meaning specified in the preamble.



     “Fortis Lease Payments” has the meaning specified in the preamble.



     “Fortis Leases” has the meaning specified in the preamble.



     “Fortis Security Agreement” has the meaning specified in the preamble.



     “GAAP” means the accounting principles, policies and practices generally accepted and adopted
and ordinarily applied in the preparation of the audited financial statements of corporations or
other entities organized in the United States, as in effect from time to time, applied on a
consistent basis.



     “Indenture” has the meaning specified in the preamble.



     “Indenture Trustee” has the meaning specified in the preamble.



     “Leases” means any lease of a Container, or other item of equipment that is subject to a
security interest pursuant to any applicable Equipment Loan Agreement, by TLI, or TAL A to a
lessee.



     “Lien” means any security interest, lien, charge, pledge, equity or encumbrance of any kind.



     “Management Agreement” means the Amended and Restated Management Agreement, dated as of April
12, 2006, between TLI and TAL A, as amended, restated, supplemented or otherwise modified from time
to time in accordance with its terms.



     “Other Lenders” has the meaning specified in the preamble.



     “Other Lenders’ Collateral” has the meaning specified in the preamble.



     “Other Lenders’ Containers” has the meaning specified in the preamble.







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     “Other Lenders’ Lease Payments” has the meaning specified in the preamble.



     “Other Lenders’ Leases” has the meaning specified in the preamble.



     “Permitted Lien” means any of the following:



     (i) Liens for taxes, assessments or governmental charges or levies not yet delinquent
or Liens for taxes, assessments or governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate cash reserves have been established
in accordance with GAAP;




     (ii) Liens arising from judgments, decrees or attachments in respect of which TLI shall
in good faith be prosecuting an appeal or proceedings for review and in respect of which
there shall have been secured a subsisting stay of execution pending such appeal or
proceedings (including in connection with the deposit of cash or other property in
connection with the issuance of stay and appeal bonds);




     (iii) Liens arising from or related to precautionary UCC or like personal property
security financing statements regarding operating leases (if any) entered into by the Issuer
as lessor in the ordinary course of business;




     (iv) Liens arising solely by virtue of any statutory or common law provision relating
to bankers’ liens, right of set off or similar rights and remedies as to deposit accounts or
other funds maintained with a creditor depository institution;




     (v) Liens in respect of property or assets of TLI or any of its Subsidiaries imposed by
law which have not arisen to secure Indebtedness for borrowed money, such as carriers’,
seamen’s, stevedores’, wharfinger’s, depot operators’, transporters’, warehousemens’,
mechanics’, landlord’s, suppliers’, repairmen’s or other like Liens, and relating to amounts
not yet due or which shall not have been overdue for a period of more than thirty (30) days
or which are being contested in good faith by appropriate proceedings for which adequate
cash reserves have been established in accordance with GAAP; and




     (vi) Licenses and sublicenses granted by, or on behalf of, TLI pursuant to this
Agreement or any Equipment Loan Agreement in the ordinary course of business.




     “Securitized Collateral” has the meaning specified in the preamble.



     “Securitized Containers” has the meaning specified in the preamble.



     “Securitized Lease Payments” has the meaning specified in the preamble.



     “Securitized Leases” has the meaning specified in the preamble.



     “Security Agreements” means any security agreement, indenture or similar document entered into
by an equipment owner pursuant to which such equipment owner grants a security interest in certain
Collateral to an Equipment Lender (including, without limitation, the Fortis







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Security Agreement and the Indenture); including any amendments or supplements thereto; and
“Security Agreement” means any one of such agreements.



     “TAL A” has the meaning specified in the preamble.



     “TLI” has the meaning specified in the preamble.







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EXHIBIT A




DESCRIPTION OF CONCENTRATION ACCOUNT








 









 








EXHIBIT B




LIST OF COLLECTION ACCOUNTS








 









 









EXHIBIT C




[Reserved].








 









 








EXHIBIT D




FORM OF SUPPLEMENTAL AGREEMENT TO THE INTERCREDITOR AGREEMENT




     THIS SUPPLEMENTAL AGREEMENT TO THE INTERCREDITOR AGREEMENT is made as of           , by and
among TAL International Container Corporation, a corporation organized under the laws of the State
of Delaware (acting in its capacity as an equipment owner and the manager of certain Containers
owned by TAL A, together with its successors and permitted assigns, “TLI”), TAL Advantage I LLC, a
limited liability company organized under the laws of the State of Delaware (acting in its capacity
as an equipment owner, together with its successors and permitted assigns, “TAL A”), U.S. Bank
National Association (acting in its capacity as Trustee for the Noteholders of TAL A under the
Indenture and the Insurer, together with its successors and permitted assigns, the “Indenture
Trustee”), Fortis Capital Corp., a corporation organized under the laws of the State of Connecticut
(acting in its capacity and as administrative agent on behalf of itself and various lenders
pursuant to the Fortis Credit Agreement, together with its successors and permitted assigns,
“Fortis”), and various other Equipment Lenders that may from time-to-time become parties hereto in
accordance with the provisions of Section 8 hereof.



RECITALS




     WHEREAS, the parties referred to above (other than [New Party]) are parties to that certain
Intercreditor Agreement dated as of April 12, 2006 (together with any amendments or supplements
thereto, the “Agreement”). Section 6) of the Agreement contemplates that “Equipment Lenders” (as
such term is defined in the Agreement) not initially parties to the Agreement shall be entitled to
participate in the Agreement, as it may from time to time be amended or supplemented, by executing
a Supplemental Agreement accepting the terms of the Agreement, as amended and supplemented to the
date of such execution, upon written approval of TLI (prior to an Actionable Default), but without
further authorization or approval of the other parties to the Agreement, provided certain
conditions set forth therein have been met.



     WHEREAS, New Party is willing to participate in the Agreement as an Equipment Lender upon the
terms and conditions set forth herein, and TLI is willing to give its written approval to such
participation.



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



1. New Party hereby accepts each of the terms of the Agreement, as amended and supplemented to the
date of the execution of this Supplemental Agreement.



2. TLI hereby approves of the participation in the Agreement by New Party. TLI further hereby
agrees that New Party shall constitute an Equipment Lender, as such terms are defined in the
Agreement.







 









 








3. (a) New Party hereby acknowledges and agrees for the benefit of (i) the Indenture Trustee, (ii)
Fortis and (iii) the Other Lenders (as defined in the Agreement) and their successors and assigns
that any and all security interests, liens, rights and interests of New Party, in or on any or all
of the Securitized Collateral, the Fortis Collateral and/or the Other Lenders’ Collateral hereby
are disclaimed. New Party shall have no right to take any action with respect to the Securitized
Collateral, the Fortis Collateral and/or the Other Lenders’ Collateral, whether by judicial or non
judicial foreclosure, the seeking of the appointment of a receiver for any portion of the assets
comprising the same or otherwise, or to take possession of any of the Securitized Collateral, the
Fortis Collateral and/or the Other Lenders’ Collateral. If any payment or distribution to New
Party is made from any of the Securitized Collateral at any time prior to the payment in full in
cash of all of the outstanding obligations under or referred to in the Indenture and the
termination of all directly related financing arrangements securing the obligations under the
Indenture, New Party shall receive and, upon having actual knowledge thereof, shall hold the same
in trust for the benefit of the Indenture Trustee and shall forthwith deliver the same to the
Indenture Trustee in precisely the form received (except for the endorsement or assignment of New
Party where necessary) for application against such obligations, whether due or not due. If any
payment or distribution to New Party is made from any of the Fortis Collateral and/or the Other
Lenders’ Collateral prior to the payment in full in cash of all outstanding obligations under or
referred to in the Fortis Credit Agreement or the Other Lenders’ Equipment Loan Agreements, as the
case may be, and the termination of all directly related financing arrangements securing the
obligations under the Fortis Credit Agreement or the Other Lenders’ Equipment Loan Agreements, as
the case may be, New Party shall receive and hold the same in trust for the benefit of Fortis or
the Other Lenders and shall forthwith deliver the same to any or all of them, as appropriate, in
precisely the form received (except for the endorsement or assignment of New Party where necessary)
for application against such obligations, whether due or not due.



(b) To the extent that any additional Other Lenders become a party hereto in accordance with the
provisions of Section 6 hereof, then the New Party hereby acknowledges and agrees for the benefit
of such Other Lenders that any and all security interests, liens, rights and interests of the New
Party in or on any or all of the Other Lenders’ Collateral hereby are disclaimed. The New Party
shall have no right to take any action with respect to such Other Lenders’ Collateral, whether by
judicial or non-judicial foreclosure, the seeking of the appointment of a receiver for any portion
of the assets comprising the same or otherwise, or to take possession of any of such Other Lenders’
Collateral. If any payment or distribution to the New Party is made from any of the Other Lenders’
Collateral at any time prior to the payment in full in cash of all of the outstanding obligations
under or referred to in the Other Lenders’ Equipment Loan Agreements and the termination of all
directly related financing arrangements securing the obligations under such Other Lenders’
Equipment Loan Agreements, the New Party shall receive and, upon having actual knowledge thereof,
shall hold the same in trust for the benefit of the Other Lenders and shall forthwith deliver the
same to the Other Lenders in precisely the form received (except for the endorsement or assignment
of the New Party where necessary) for application against such obligations, whether due or not due.



(c) Those specific Containers, if any, constituting the New Party’s Containers shall be determined
by reference to the records of TLI or, if the records of TLI are unavailable or inconclusive, or in
the case of manifest error in the records of TLI, by reference to the Container








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Management System, or, if the Container Management System is not available or is inconclusive, by
reference to the most recent list of collateral delivered pursuant to the terms of New Party’s
Equipment Loan Agreement.



4. For
purposes of Section 7.7 of the Agreement, the address of New Party is [          ].
Notice of change of such addresses shall be made pursuant to said Section 7.7.



5. This instrument may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original; but all such counterparts shall together
constitute only one and the same instrument.



6. This Supplemental Agreement to the Intercreditor Agreement shall be construed by and interpreted
in accordance with the laws of the State of New York (including Section 5-1401 and 5-1402 of the
General Obligations Law but otherwise without regard to conflicts of law principles), and the
rights, obligations and remedies of the parties hereto shall be determined in accordance with the
laws of the State of New York.








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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to the
Intercreditor Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.



	 	 	 	 	 
	 





TAL INTERNATIONAL CONTAINER CORPORATION, 



In its capacity as an equipment owner and as 

the manager of equipment owned by TAL

Advantage I LLC

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 
	 

	 	with a copy to:
	 

	 	[          ]
	Address:
	 	 
	[           ]
	 	 










 









 








	 	 	 	 	 
	 	[NEW PARTY]

 	 
	 	By:  	
 	 
	 	Title: