EX-10.61






Exhibit 10.61




THIRD SUPPLEMENTAL INDENTURE




               THIRD SUPPLEMENTAL INDENTURE, dated as of June 23, 2008 (this
“Third Supplemental Indenture”), between TAL Advantage I LLC, a limited liability company
organized under the laws of Delaware (the “Issuer”) and U.S. Bank National Association, a
national banking association organized under the laws of the United States, as indenture trustee
(the “Indenture Trustee”).



               WHEREAS, the Issuer and the Indenture Trustee are parties to an amended and restated
indenture, dated as of April 12, 2006, as amended, modified or supplemented from time to time in
accordance with its terms (the “Indenture”), providing, among other things, for the
authentication, delivery and administration of the Notes described therein;



               WHEREAS, pursuant to Article X of the Indenture and subject to certain conditions stated
therein, the Issuer and the Indenture Trustee may enter into a supplemental indenture in
order to amend the Indenture; and



               WHEREAS, the Issuer desires to amend the Indenture in accordance with the terms and
conditions set forth below;



               NOW THEREFORE, in consideration of the foregoing premises, the parties mutually agree
as follows:



ARTICLE I




Definitions




          SECTION 1.1. Defined Terms. Terms for which meanings are provided in the Indenture
are, unless otherwise defined herein or the context otherwise requires, used in this Third
Supplemental Indenture with such meanings.




ARTICLE II




Amendments to the Indenture




          SECTION 2.1. Subject to the satisfaction of the conditions specified in Article
III
below and effective as of the Third Supplemental Indenture Effective Date (as defined herein),
the Indenture shall be amended as follows:




     (a) Amendments to Appendix A to the Indenture (Master Index of Defined Terms).



          (i) Definition of Consolidated Subsidiaries. The following defined term is hereby
inserted in Appendix A to the Indenture:




“Consolidated Subsidiaries: This term shall have the meaning given to such term in
the Credit Agreement, as in effect on the Closing Date for the Series 2005-1
Supplement.”



          (ii) Definition of Consolidated Tangible Net Worth. The definition of
“Consolidated Tangible Net Worth” is hereby deleted in its entirety and replaced with the
following:



 









 






“Consolidated Tangible Net Worth. As of any date of determination with respect to
a Person, the excess of: (a) the tangible assets of such Person and such Person’s
Consolidated Subsidiaries calculated in accordance with GAAP plus the
aggregate amount of Consolidated Funded Debt of the type specified in clause (3) of
the definition of Consolidated Funded Debt, over (b) all Indebtedness of such
Person and its Consolidated Subsidiaries; provided, however, that (i) in no event
shall there be included in the above calculation any intangible assets such as
patents, trademarks, trade names, copyrights, licenses, goodwill, organizational
costs, amounts relating to covenants not to compete, or any impact from
applications of FASB 133, (ii) securities included as such intangible assets shall
be taken into account at their current market price or cost, whichever is lower,
and
(iii) in no event shall there be included in the above calculation, as of any date
of determination, any assets or obligation arising under any interest rate hedging
or under any similar type of agreement to the extent of the amount due to or by
such Person if such agreement were to be terminated on such date of determination.”



     (b) For the avoidance of doubt, to the extent that any term set forth in Appendix A to
the Indenture is defined by reference to the definition of such term in the Credit Agreement and
to the extent the definition of such term in the Credit Agreement includes the term “Consolidated
Tangible Net Worth,” the term “Consolidated Tangible Net Worth” shall be deemed to have the
definition set forth in Section 2.1(a)(ii) of this Third Supplemental Indenture.



ARTICLE III




Conditions Precedent




          SECTION 3.1. This Third Supplemental Indenture shall become effective as of the date
upon which the following conditions precedent shall be satisfied (the “Third Supplemental
Indenture Effective Date”):




     (a) execution and delivery of this Third Supplemental Indenture by the parties hereto,
with the executed consent of Financial Guaranty Insurance Company as the Control Party;



     (b) delivery to the Indenture Trustee of an Opinion of Counsel pursuant to Section
1003 of the Indenture, stating that all conditions precedent for the execution of this Third
Supplemental Indenture have been satisfied;



     (c) written notification from each Rating Agency that the execution of this Third
Supplemental Indenture (as it relates to the amendments set forth in Section 2.1 herein) will not
result in the reduction or withdrawal of its then-current rating of any Series of Notes then
Outstanding including any underlying rating in respect of such Series of Notes issued to a Series
Enhancer without giving effect to the related Series Enhancement;



     (d) execution by the Issuer of an Officer’s Certificate to the effect that this Third
Supplemental Indenture is being entered into without the consent of Noteholders in order to make
provisions with respect to matters or questions arising under the Indenture substantially in the
form of the Officer’s Certificate attached as Exhibit A hereto; and



     (e) satisfaction of the conditions to effectiveness set forth in the Letter Agreement,
dated as of the date hereof, by and among the Issuer and Financial Guaranty Insurance Company.



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ARTICLE IV




Miscellaneous




          SECTION 4.1. Limitation of Right. Except as expressly set forth in this Third
Supplemental Indenture, this Third Supplemental Indenture shall be binding upon the Issuer, the
Noteholders and their respective successors and permitted assigns and shall not inure to the
benefit of any Person other than the parties hereto, the Noteholders and the Manager as provided
herein. Notwithstanding the previous sentence, the parties hereto, the Seller and the Manager
acknowledge that each Hedge Counterparty and any Series Enhancer for a Series of Notes is an
express third party beneficiary hereof entitled to enforce its rights hereunder as if actually a
party hereto.




          SECTION 4.2. Successors and Assigns. All provisions of this Third Supplemental
Indenture shall bind the parties hereto and their permitted successors and assigns and inure to
the benefit of their respective successors and assigns, whether so expressed or not.




          SECTION 4.3. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE 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 GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW, 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 4.4. Severability Clause. In case any provision in this Third Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such
provision shall be ineffective only to the extent of such invalidity, illegality or
unenforceability.




          SECTION 4.5. Ratification of Indenture; Third Supplemental Indenture Part of
Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Noteholder of Notes heretofore or hereafter authenticated and delivered shall be bound
hereby.




          SECTION 4.6. Counterparts. The parties hereto may sign one or more copies of this
Third Supplemental Indenture in counterparts, all of which together shall constitute one and the
same agreement.




          SECTION 4.7. Headings. The headings of the Articles and the Sections in this Third
Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or
affect the meaning or interpretation of any provisions hereof.




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     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the date first above written.



	 	 	 	 	 
	 	 	TAL ADVANTAGE I LLC, as Issuer
	 
	 	 	 	 
	 

	 	By:
	 	TAL International Container Corporation, its

manager
	 
	 	 	 	 
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






TAL Advantage I LLC Third Supplemental Indenture




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	 	U.S. BANK NATIONAL ASSOCIATION, 

   as Indenture Trustee

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



TAL Advantage I LLC Third Supplemental Indenture




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Consented to as of the date first above written:




FINANCIAL GUARANTY INSURANCE COMPANY,

     as Series Enhancer (Series 2005-1 and Series 2006-1) and Control Party




	 	 	 	 	 
	By:

	 	 
 

Name:  
	 	 
	 

	 	Title:  	 	 






TAL Advantage I LLC Third Supplemental Indenture





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