(ii) Definition of “Concentration Limits”. Appendix A to the Indentureis hereby amended by replacing the period at the end of paragraph “(h)” with a semicolonfollowed by the word “and” and inserting the following paragraph “(i)” immediately afterparagraph “(h)” of the definition of “Concentration Limits” thereof:“(i) Maximum Concentration of any Ten Lessees. The sum of the Net BookValues of all Eligible Containers then on lease to any ten lessees shall not exceedeighty five percent (85%) of the then Aggregate Net Book Value; provided, however,that if two or more lessees shall engage in any transaction (whether through merger,consolidation, stock sale, asset sale or otherwise) pursuant to which a lessee shallbecome the owner of, or interest holder in, any other lessee’s leasehold interestsin one or more Containers and the effect of such transaction is to cause a breach ofthe foregoing threshold, then the foregoing threshold shall on the effective date ofsuch transaction be increased to an amount equal to the quotient, expressed as apercentage, (x) the numerator of which shall equal the sum of (A) the sum of the NetBook Values of all Managed Containers on lease to such transacting lesseesimmediately prior to such transaction, and (B) the sum of the Net Book Values of allManaged Containers then on lease to the other lessees who, together with thetransacting lessees (with the transacting lessees treated as a single lessee for thepurpose of this clause (B)), have the ten most Managed Containers then on lease withthe Issuer (measured by Net Book Value) and (y) the denominator of which shall equalthe then Aggregate Net Book Value); and provided further that, if the foregoinglimitation has been increased above eighty five percent (85%) by operation of theabove proviso, then any additional Managed Containers subsequently leased to any ofsuch ten lessees shall not be considered Eligible Containers until such time as thesum of the Net Book Values of all Managed Containers then on lease to such tenlessees does not exceed an amount equal to eighty five percent (85%) of the thenAggregate Net Book Value.”     (b) Amendment to Schedule I. Schedule I to the Indenture is hereby deleted inits entirety and replaced with the new Schedule I attached hereto.**ARTICLE III**Conditions Precedent     SECTION 3.1. This First Supplemental Indenture shall become effective as of the date uponwhich the following conditions precedent shall be satisfied (the “First SupplementalIndenture Effective Date”):     (a) execution and delivery of this First Supplemental Indenture by the parties hereto, withthe executed consent of Financial Guaranty Insurance Company as the Control Party;
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     (b) delivery to the Indenture Trustee of an Opinion of Counsel pursuant to Section1003 of the Indenture, stating that all conditions precedent for the execution of this FirstSupplemental Indenture have been satisfied;     (c) written notification from each Rating Agency that the execution of this First SupplementalIndenture will not result in the reduction or withdrawal of its then-current rating of any Seriesof Notes then Outstanding including any underlying rating in respect of such Series of Notes issuedto a Series Enhancer without giving effect to the related Series Enhancement; and     (d) execution by the Issuer of an Officer’s Certificate to the effect that this FirstSupplemental Indenture is being entered into without the consent of Noteholders in order to makeprovisions with respect to matters or questions arising under the Indenture substantially in theform of the Officer’s Certificate attached as Exhibit A hereto.**ARTICLE IV**Miscellaneous     SECTION 4.1. Limitation of Right. Except as expressly set forth in this FirstSupplemental Indenture, this First Supplemental Indenture shall be binding upon the Issuer, theNoteholders and their respective successors and permitted assigns and shall not inure to thebenefit of any Person other than the parties hereto, the Noteholders and the Manager as providedherein. Notwithstanding the previous sentence, the parties hereto, the Seller and the Manageracknowledge that each Hedge Counterparty and any Series Enhancer for a Series of Notes is anexpress third party beneficiary hereof entitled to enforce its rights hereunder as if actually aparty hereto.     SECTION 4.2. Successors and Assigns. All provisions of this First SupplementalIndenture shall bind the parties hereto and their permitted successors and assigns and inure tothe benefit of their respective successors and assigns, whether so expressed or not.     SECTION 4.3. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE CONSTRUEDBY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO THEPRINCIPLES OF CONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETOSHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.     SECTION 4.4. Severability Clause. In case any provision in this First SupplementalIndenture shall be invalid, illegal or unenforceable, the validity, legality and enforceabilityof the remaining provisions shall not in any way be affected or impaired thereby and suchprovision shall be ineffective only to the extent of such invalidity, illegality orunenforceability.
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     SECTION 4.5. Ratification of Indenture; First Supplemental Indenture Part ofIndenture. Except as expressly supplemented hereby, the Indenture is in all respectsratified and confirmed and all the terms, conditions and provisions thereof shall remain in fullforce and effect. This First Supplemental Indenture shall form a part of the Indenture for allpurposes, and every Noteholder of Notes heretofore or hereafter authenticated and deliveredshall be bound hereby.     SECTION 4.6. Counterparts. The parties hereto may sign one or more copies of thisFirst Supplemental Indenture in counterparts, all of which together shall constitute one and thesame agreement.     SECTION 4.7. Headings. The headings of the Articles and the Sections in this FirstSupplemental Indenture are for convenience of reference only and shall not be deemed to alter oraffect the meaning or interpretation of any provisions hereof.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to beduly 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 First Supplemental Indenture*
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      **U.S. BANK NATIONAL ASSOCIATION**,