(ii) Definition of Additional Premium Overdue Amount. The following defined term ishereby inserted in Appendix A to the Indenture:“*Additional Premium Overdue Amount*: Such overdue amount payable to the SeriesEnhancer of the Series 2005-1 Notes in connection with the Additional Premium owingto the Series Enhancer of the Series 2005-1 Notes in connection with the Series2005-1 Notes, as such amount is set forth in the applicable Enhancement Agreement.”          (iii) Definition of Amended and Restated Interest Rate Hedge Agreement. The followingdefined term is hereby inserted in Appendix A to the Indenture:“*Amended and Restated Interest Rate Hedge Agreement*: The Amended and RestatedInterest Rate Hedge Agreement, dated November 19, 2007, between Fortis Bank SA/NV,New York Branch and TAL Advantage I LLC.”          (iv) Definition of Concentration Limits. Paragraph “(a)” of the definition of“Concentration Limits” is hereby deleted in its entirety and replaced with the following:“(a) Maximum Concentration of Dry Freight Special Containers. The sum ofthe Net Book Values of all Eligible Containers that are Specialized Containers(other than refrigerated Containers) shall not exceed twenty-five percent (25%) ofthe Aggregate Net Book Value; *provided, however*, open top containers shall notexceed fifteen percent (15%) of the Aggregate Net Book Value; flat rack containersshall not exceed fifteen percent (15%) of the Aggregate Net Book Value and tankcontainers shall not exceed five percent (5%) of the Aggregate Net Book Value;”          (v) Definition of Intercreditor Agreement. The definition of “IntercreditorAgreement” is hereby deleted in its entirety and replaced with the following:“*Intercreditor Agreement*: That certain Intercreditor Agreement, dated as of April12, 2006, as amended, modified or supplemented from time to time in accordance withits terms, among TAL International Container Corporation, TAL Advantage I LLC, U.S.Bank National Association, Fortis Capital Corp. and various other parties from timeto time party thereto.”          (vi) Definition of Interest Rate Hedge Agreement. The definition of “Interest RateHedge Agreement” is hereby deleted in its entirety and replaced with the following:“*Interest Rate Hedge Agreement*: An ISDA interest rate swap or cap agreement, collaror other hedging instrument between the Issuer and the Interest Rate HedgeCounterparty named therein, each either (x) in form and substance reasonablyacceptable to the Requisite Global Majority or (y) containing provisionssubstantially the same as and not inconsistent with those contained in Part 1(a) –1(l)(i) and Part 5 of the schedule to the Amended and Restated Interest Rate HedgeAgreement in effect on November 19, 2007, including any schedules, credit supportdocuments and confirmations prepared and delivered in connection therewith, thatcomplies with the guidelines set forth in Section 628 of the
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Indenture and pursuant to which (i) the Issuer will receive payments from, or makepayments to, the Interest Rate Hedge Counterparty based on LIBOR and (ii) recourseby the Interest Rate Hedge Counterparty to the Issuer is limited to distributions ofAvailable Distribution Amount in accordance with the priority of payments set forthin Section 302 and Section 806 of the Indenture, as applicable.”          (vii) Definition of ISDA Novation Agreement. The definition of “ISDA NovationAgreement” is hereby deleted in its entirety.          (viii) Definition of Management Fee. The definition of “Management Fee” is herebydeleted in its entirety and replaced with the following:“*Management Fee*: For any Payment Date, an amount equal to the sum of (i) the productof (x) ten percent (10%) and (y) the Net Operating Income for the precedingCollection Period (other than Container Revenues on Finance Leases), (ii) theproduct of (x) five percent (5%) and (y) Container Revenues on Finance Leases forthe preceding Collection Period and (iii) the sum of all Disposition Fees for thepreceding Collection Period.”          (ix) Definition of Supplemental Payment. The following defined term is herebyinserted in Appendix A to the Indenture:“*Supplemental Payment*: That Supplemental Payment payable to the Series Enhancer ofthe Series 2005-1 Notes in connection with the Series 2005-1 Notes, as such amountis set forth in the applicable Enhancement Agreement.”          (x) Definition of Supplemental Payment Overdue Amount. The following defined term ishereby inserted in Appendix A to the Indenture:“*Supplemental Payment Overdue Amount*: Such overdue amount payable to the SeriesEnhancer of the Series 2005-1 Notes in connection with a Supplemental Payment owingto the Series Enhancer of the Series 2005-1 Notes in connection with the Series2005-1 Notes, as such amount is set forth in the applicable Enhancement Agreement.”     (b) Amendment to Section 302(c)(I) of the Indenture; Trust Account. Section302(c)(I) of the Indenture is hereby amended as follows:          (i) Insert a new clause “(14)” to read as follows: “(14) To the Series Enhancer ofthe Series 2005-1 Notes, the Additional Premium and Additional Premium Overdue Amount, if any, thendue and payable to the Series Enhancer of the Series 2005-1 Notes pursuant to the applicableEnhancement Agreement.” Existing clause “302(c)(I)(14)”, and all referencesthereto, shall be renumbered as clause “302(c)(I)(15)”.          (ii) Insert a new clause “(16)” to read as follows: “(16) To the Series Enhancer ofthe Series 2005-1 Notes, the Supplemental Payment and Supplemental Payment Overdue Amount, if any,then due and payable to the Series Enhancer of the Series 2005-1 Notes pursuant to the applicableEnhancement Agreement.” Existing clause “302(c)(I)(15)”, and all referencesthereto, shall be renumbered as clause “302(c)(I)(17)”.
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     (c) Amendment to Section 302(c)(II) of the Indenture; Trust Account. Section302(c)(II) of the Indenture is hereby amended as follows:          (i) Insert a new clause “(14)” to read as follows: “(14) To the Series Enhancer ofthe Series 2005-1 Notes, the Additional Premium and Additional Premium Overdue Amount, if any, thendue and payable to the Series Enhancer of the Series 2005-1 Notes pursuant to the applicableEnhancement Agreement.” Existing clause “302(c)(II)(14)”, and all referencesthereto, shall be renumbered as clause “302(c)(II)(15)”.          (ii) Insert a new clause “(16)” to read as follows: “(16) To the Series Enhancer ofthe Series 2005-1 Notes, the Supplemental Payment and Supplemental Payment Overdue Amount, if any,then due and payable to the Series Enhancer of the Series 2005-1 Notes pursuant to the applicableEnhancement Agreement.” Existing clause “302(c)(II)(15)”, and all referencesthereto, shall be renumbered as clause “302(c)(II)(17)”.     (d) Amendment to Section 628 of the Indenture; Hedging Requirement. Section628 of the Indenture is hereby amended by deleting the first paragraph of such section in itsentirety and replacing it with the following:     “Hedging Requirement. On the Restatement Effective Date and thereafter withinthirty (30) days after the end of each calendar quarter, the Issuer will enter into, andmaintain for so long as any Notes or other obligations under the Transaction Documentsremain unpaid, one or more Interest Rate Hedge Agreements with an aggregate notional balanceequal to or exceeding the sum of (i) ninety percent (90%) of the aggregate Net Book Valuesof those Eligible Containers that are, as of the end of such calendar quarter (or, prior tothirty (30) days after the end of the first calendar quarter following the RestatementEffective Date, as of the Restatement Effective Date), subject to an unexpired Lease thatrequires the lessee to maintain specific containers on-hire for the duration of such Leaseand (ii) without duplication of the Leases referred to in clause (i), one hundred percent(100%) of the aggregate Net Book Values of those Eligible Containers that are, as of the endof such calendar quarter (or, prior to thirty (30) days after the end of the first calendarquarter following the Restatement Effective Date, as of the Restatement Effective Date),subject to a Finance Lease, all of which Interest Rate Hedge Agreements shall have aprojected amortization schedule in accordance with Exhibit F hereto.”     (e) Amendment to Section 806 of the Indenture; Allocation of Money Collected.Section 806 of the Indenture is hereby amended as follows:          (i) Insert a new clause “(12)” to read as follows: “(12) To the Series Enhancer ofthe Series 2005-1 Notes, the Additional Premium and Additional Premium Overdue Amount, if any, thendue and payable to the Series Enhancer of the Series 2005-1 Notes pursuant to the applicableEnhancement Agreement.” Existing clauses “806(12)” and “806(13)”, and allreferences thereto, shall be renumbered as clauses “806(13)” and “806(14)”,respectively.          (ii) Insert a new clause “(15)” to read as follows: “(15) To the Series Enhancer ofthe Series 2005-1 Notes, the Supplemental Payment and Supplemental Payment Overdue Amount, if any,then due and payable to the Series Enhancer of the Series 2005-1 Notes
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pursuant to the applicable Enhancement Agreement.” Existing clause “806(14)”,and all references thereto, shall be renumbered as clause “806(16)”.**ARTICLE III**Conditions Precedent          SECTION 3.1. This Second Supplemental Indenture shall become effective as of the date uponwhich the following conditions precedent shall be satisfied (the “Second Supplemental IndentureEffective Date”):     (a) execution and delivery of this Second Supplemental Indenture by the parties hereto, withthe executed consent of Financial Guaranty Insurance Company as the Control Party;     (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 SecondSupplemental Indenture have been satisfied;     (c) written notification from each Rating Agency that the execution of this SecondSupplemental Indenture (as it relates to the amendments set forth in Section 2.1(a)(iv)herein) will not result in the reduction or withdrawal of its then-current rating of any Series ofNotes then Outstanding including any underlying rating in respect of such Series of Notes issued toa 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 SecondSupplemental 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; and     (e) satisfaction of the conditions to effectiveness set forth in the Letter Agreement, datedas of the date hereof, by and among the Issuer, ING BANK NV and Financial Guaranty InsuranceCompany, as Series Enhancer.**ARTICLE IV**Miscellaneous          SECTION 4.1. Limitation of Right. Except as expressly set forth in this SecondSupplemental Indenture, this Second 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 Second SupplementalIndenture shall bind the parties hereto and their permitted successors and assigns and inure to thebenefit of their respective successors and assigns, whether so expressed or not.
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          SECTION 4.3. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED BYAND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OFCONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BEDETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.          SECTION 4.4. Severability Clause. In case any provision in this Second SupplementalIndenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability ofthe remaining provisions shall not in any way be affected or impaired thereby and such provisionshall be ineffective only to the extent of such invalidity, illegality or unenforceability.          SECTION 4.5. Ratification of Indenture; Second Supplemental Indenture Part ofIndenture. Except as expressly supplemented hereby, the Indenture is in all respects ratifiedand confirmed and all the terms, conditions and provisions thereof shall remain in full force andeffect. This Second 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 boundhereby.          SECTION 4.6. Counterparts. The parties hereto may sign one or more copies of thisSecond 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 SecondSupplemental 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 Second 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 Second Supplemental Indenture*
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      **U.S. BANK NATIONAL ASSOCIATION**,