Exhibit 4.54  AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT  THIS
AMENDMENT NO. 1, dated as of July 16, 2010 (the Amendment), to
the Management Agreement (as defined below), is entered into by TAL Advantage
III LLC, a Delaware limited liability company (the Owner or the Issuer),
and TAL International Container Corporation, a Delaware corporation (the Manager).  WITNESSETH:  WHEREAS,
the Owner and the Manager have previously entered into the Management
Agreement, dated as of October 23, 2009 (as amended, supplemented and
otherwise modified from time to time, the Management Agreement); and  WHEREAS,
the parties hereto desire to amend the Management Agreement as set forth
herein;  NOW
THEREFORE, in consideration of the premises and mutual covenants herein contained,
the parties hereto agree as follows:  SECTION 1.Defined Terms.  Unless otherwise amended by the terms of this
Amendment, capitalized terms used in this Amendment shall have the meanings
assigned in the Management Agreement.  SECTION 2.Amendment to
Agreement.  On the
Effective Date (as defined in Section 4(b) of this Amendment), Exhibit D
to the Management Agreement is hereby amended and restated in its entirety in
the form attached as Exhibit D hereto.  SECTION 3.Representations
and Warranties.  The Owner
hereby confirms that each of the representations and warranties set forth in Section 8.2
of the Management Agreement is true and correct as of the date first written
above with the same effect as though each had been made as of such date, except
to the extent that any of such representations and warranties expressly relates
to earlier dates.  SECTION 4.Effectiveness.  (a)Except as
expressly amended by the terms of this Amendment, all terms and conditions of
the Management Agreement, as amended, shall remain in full force and effect and
are hereby ratified and confirmed by the parties hereto.  (b)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  (c)After the
execution and delivery hereof by the parties hereto, (i) this Amendment
shall be a part of the Management Agreement, and (ii) each reference in the
Management Agreement to this Agreement and hereof, hereunder or words of
like import, and each reference in any other document to the Management
Agreement shall mean and be a reference to the Management Agreement as amended
or modified hereby.


(d)Each party
hereto agrees and acknowledges that this Amendment constitutes a Transaction
Document under the Management Agreement.  SECTION 5.Execution in
Counterparts. This Amendment may be executed by the parties
hereto in several counterparts (which may include facsimile or PDF file), each
of which shall be executed by the Owner, the Manager and the Control Party, and
be deemed an original and all of which shall constitute together but one and
the same agreement.  SECTION 6.Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (EXCEPT SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW).  SECTION 7.Consent to
Jurisdiction.  The parties
hereto hereby irrevocably consent to the personal jurisdiction of the state and
federal courts located in New York County, New York, in any action, claim or
other proceeding arising out of any dispute in connection with this Amendment,
any rights or obligations hereunder, or the performance of such rights and
obligations.  SECTION 8.Entire
Agreement.  This
Amendment constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof.  [Signature Pages Follow]  2


IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.  TAL
  ADVANTAGE III LLC, as OwnerBy:Name:Title:  Amendment 1 to Management Agreement


TAL
  INTERNATIONAL CONTAINER CORPORATION, as ManagerBy:Name:Title:  Amendment 1 to Management Agreement