EXHIBIT 4.36


 


AMENDMENT 1 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT


 


THIS AMENDMENT 1, dated as of December 21, 2009 (the “Amendment”),  is to the Series 2009-1 Note Purchase
Agreement, dated as of October 23, 2009 (as amended, supplemented and
otherwise modified from time to time in accordance with its terms, the “Agreement”),
among TAL ADVANTAGE III LLC, a limited liability company organized under the
laws of the State of Delaware (the “Issuer”), WACHOVIA BANK, NATIONAL
ASSOCIATION, as Purchaser (“WBNA”), and WELLS FARGO SECURITIES, LLC, as
Wachovia Deal Agent (“WFS”).


 


W
I T N E S S E T H:


 


WHEREAS, the parties have previously entered into the Agreement;


 


WHEREAS, the parties hereto desire to amend the Agreement to amend and
restate Schedule 2 to the Agreement; and


 


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


 


1.             Defined Terms.  Unless otherwise amended by the terms of this
Amendment, terms used in this Amendment shall have the meanings assigned in the
Agreement.


 


2.             Amendment to the
Agreement.  On the Effective Date (as
defined in Section 4(a) of this Amendment), the Agreement is hereby
amended by amending and restating Schedule 2 to the Agreement in the form
attached as Schedule 2 hereto.


 


3.             Representations,
Warranties and Covenants of the Issuer. 
The Issuer hereby represents, warrants and covenants for itself (unless
otherwise provided):


 


(i)            It is duly
organized and validly existing under the laws of the jurisdiction of its organization
and in good standing and duly qualified to do business in each jurisdiction
where the failure to do so would have a material adverse effect upon its
financial condition and business;


 


(ii)           It has power, and
is duly authorized, to execute and deliver this Amendment, and it is authorized
to perform its obligations under this Amendment;


 


(iii)          The execution,
delivery and performance of this Amendment does not and will not require any
consent or approval of any Governmental Authority, manager or any other Person
which is not being obtained herein;


 


(iv)          This Amendment, when
duly executed and delivered by the parties hereto, shall be legal, valid and
binding obligation of Issuer, enforceable against Issuer in accordance with the
terms set forth herein;


 

















 


(v)           No Early
Amortization Event, Event of Default or Manager Default or event which, with
notice or lapse of time or both, would constitute an Early Amortization Event,
Event of Default or Manager Default has occurred and is continuing, and no
Early Amortization Event, Event of Default or Manager Default shall occur as a
result of the execution, delivery and performance of this Amendment; and


 


(vi)          Each of the
conditions precedent necessary to amend the Agreement as set forth herein have
been, or contemporaneously with the execution of this Amendment will be,
satisfied.


 


4.             Scope and
Effectiveness of Amendment.


 


(a)           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.


 


(b)           On and after the
execution and delivery hereof, (i) this Amendment shall become a part of
the Agreement and (ii) each reference in the Agreement to “this Agreement”,
or “hereof”, “hereunder” or words of like import, and each reference in any
other document to the Agreement shall mean and be a reference to the Agreement
as amended or modified hereby.


 


(c)           Except as expressly
amended or modified hereby, the Agreement shall remain in full force and effect
and is hereby ratified and confirmed by the parties hereto.


 


5.             Entire Agreement.  This Amendment represents the entire
agreement between the parties with respect to the subject matter hereof.


 


6.             Execution in
Counterparts.  This Amendment may be
executed in two or more counterparts, and by different parties on separate
counterparts (including by PDF file), each of which shall be an original, but
all of which shall constitute one and the same instrument.


 


7.             Governing Law.  THIS
AMENDMENT SHALL BE CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES
OF CONFLICTS OF LAWS, THAT WOULD RESULT IN APPLICATION OF LAWS OTHER THAN THE
STATE NEW YORK, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signature
Pages Follow]


 


2

















 


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


 


	
  THE ISSUER:

  	
  TAL ADVANTAGE III LLC

  
	
   

  	
   

  
	
   

  	
  By: TAL International
  Container Corporation, its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
  THE PURCHASER:

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE DEAL AGENT:

  	
  WELLS FARGO SECURITIES, LLC, as Wachovia Deal Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


4

















SCHEDULE 2


 


PURCHASE LIMITS


 


	
  Purchaser

  	
   

  	
  Purchase Limit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  100,000,000