EXHIBIT 4.30


 


APPENDIX A


 


MASTER INDEX OF DEFINED TERMS


 


Except as otherwise provided herein, all references to
any agreement defined in this Appendix A shall be deemed to include such
agreement as the same may from time to time be amended, supplemented or
otherwise modified in accordance with its terms and, where applicable, the
terms of the other Transaction Documents. All references to statutes (including
the UCC), rules and regulations shall be deemed to include such statutes, rules and
regulations as the same may be from time to time amended, supplemented or
otherwise modified, in each case unless otherwise specified herein. All
definitions contained or referred to herein shall be equally applicable to both
the singular and plural forms of the terms defined. All references to any
Person shall include its successors and permitted assigns. All references to “including”
are not intended to limit the generality of any description preceding such term
and for purposes hereof and of each Transaction Document the rule of ejusdem generis shall not be applicable to
limit a general statement following or referable to an enumeration of specific
matters to matters similar to those specifically mentioned.  This Appendix A shall be considered to be a
part of the Indenture, and may be amended from time to time in accordance with
the provisions thereof.


 


Accountants Report: 
This term shall have the meaning set forth in Section 4.1.6 of the
Management Agreement.


 


Account Debtor: 
Any “account debtor”, as such term is defined in the UCC.


 


Accounts: 
Any “account,” as such term is defined in the UCC.


 


Actual Net Operating Income: 
This term shall have the meaning set forth in Section 5.1.1 of the
Management Agreement.


 


Adjusted Net Book Value: 
With respect to any Managed Containers being sold, an amount equal to (x) the
sum of the respective Net Book Values of such Managed Containers at the time of
sale, minus (y) any insurance proceeds,
amounts paid by lessees or other Collections received by the Issuer in respect
of any damage to such Managed Container which was not repaired prior to sale or
in respect of any failure of the lessee to make repairs which were not made
prior to sale.


 


Administration Agreement: 
The Administration Agreement, dated as of March 27, 2008, among the
Issuer, TAL, the Administrative Agent and the Indenture Trustee, as such
agreement shall be modified or supplemented from time to time in accordance
with its terms.


 


Administrative Agent: 
Fortis Capital Corp., a Connecticut corporation, and its permitted
successors and assigns.


 


Administrative Agent Fee: 
This term shall have the meaning given thereto in the Administration
Agreement.


 


Advance Rate:  Eighty-two
percent (82%).


 

















 


Affiliate: 
With respect to any Person, any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, control, when used with
respect to any specified Person, means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms controlling and
controlled have meanings correlative to the foregoing.


 


Aggregate Net Book Value: 
As of any date of determination, the sum of the Net Book Values (such
Net Book Values to be measured as of the last day of the month immediately
preceding such date of determination) of all Eligible Containers.


 


Aggregate Note Principal Balance: 
As of any date of determination, an amount equal to the sum of the then
unpaid principal balance of all Series of Notes then Outstanding.


 


Ancillary Fees: 
All fees paid to and received by the Manager under Lease Agreements for
drop-off, pick-up or repositioning charges, handling fees, repair payments and
repair insurance fees which are attributable to the Managed Containers.


 


Applicable Law: 
With respect to any Person or Managed Container, all existing laws,
rules, regulations (including proposed, temporary and final income tax
regulations), statutes, treaties, codes, ordinances, permits, certificates,
orders and licenses of and interpretations by any Governmental Authority and
judgments, decrees, injunctions, writs, or orders of any court, arbitrator or
other administrative, judicial, or quasi judicial tribunal or agency of
competent jurisdiction applicable to such Person or Managed Container.


 


Asset Base:  As of any date of determination, an
amount equal to the sum of (a) the product of (i) the Advance Rate
times (ii) the sum of (A) the Aggregate Net Book Value, plus (B) up
to the Receivables Threshold of receivables resulting from the sale or other
disposition of one or more Eligible Containers that were either owned by the
Issuer or subject to a Finance Lease for which the Issuer is the lessor, so
long as such receivables were not outstanding for more than 60 days (measured
from the issue date of such receivables), plus (b) the amount on deposit
in the Restricted Cash Account, such amount to be determined after giving
effect to all withdrawals from and deposits to the Restricted Cash Account on
such date.


 


Asset Base Certificate: 
A certificate with appropriate insertions setting forth the components
of the Asset Base, as of the last day of the month for which such certificate
is submitted, which certificate shall be substantially in the form attached as Exhibit E
to the Indenture and shall be certified by an Authorized Signatory of the
Manager.


 


Asset Base Deficiency: 
As of any Payment Date, the condition that exists if the Aggregate Note
Principal Balance (calculated after giving effect to all payments of Minimum
Principal Payment Amounts and Scheduled Principal Payment Amounts to be paid on
such Payment Date) exceeds the Asset Base. 
If such term is used in a quantitative context, the amount of the Asset
Base Deficiency shall be equal to the amount of such excess.


 


Authorized Officer: 
Any of the chief executive officer, president, chief financial officer,
treasurer, general counsel or other senior officer of the Manager.


 


Authorized Signatory:  Any Person designated in a certificate of a
secretary or assistant secretary of a Person (or, in the case of a Person that
is a limited liability company, any Person designated in a certificate of a
secretary or assistant secretary of the manager of such limited liability
company) or by 


 


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written notice by such
Person delivered to the Indenture Trustee and the related Series Enhancer,
if any, as authorized to execute documents and instruments on behalf of such
Person.


 


Available Distribution Amount: 
This term shall have the meaning set forth in Section 302(c) of
the Indenture.


 


Bankruptcy Code: 
The Bankruptcy Reform Act of 1978, as amended.


 


Benefit Plan:  An “employee
benefit plan” as defined in Section 3(3) of ERISA that is subject to
Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of
the Code or an entity whose underlying assets include “plan assets” of any of
the foregoing by reason of an employee benefit plan’s or plan’s investment in
such entity.


 


Benefit Plan Investor:  An
“employee benefit plan” as defined in Section 3(3) of ERISA whether
or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of
the Code or an entity whose underlying assets include “plan assets” of any of
the foregoing by reason of an employee benefit plan’s or plan’s investment in
such entity.


 


Book-Entry Custodian: 
The Person appointed pursuant to the terms of the Indenture to act in
accordance with that certain agreement such Person has with the Depositary, in
which the Depositary delegates its duties to maintain the Global Notes to such
Person and authorizes such Person to perform such duties.


 


Breakage Costs: 
With respect to any Series of Notes, this term shall have the
meaning set forth in the relevant Supplement.


 


Business Day: 
Any day other than a Saturday, a Sunday or a day on which banking
institutions in New York City, London, England, the city in which the Corporate
Trust Office of the Indenture Trustee is located, or the city in which the
headquarters of the Administrative Agent is located, are authorized or are
obligated by law, executive order or governmental decree to be closed.


 


Capital Improvements:  Any
structural changes required to be made to the Containers so as to comply with
applicable governmental or industry standards.


 


Casualty Loss: 
With respect to any Managed Container as of any date of determination,
any of the following events or conditions:


 


(i)                                     total loss or destruction thereof;


 


(ii)                                  theft or disappearance thereof without
recovery within sixty (60) days after such theft or disappearance becomes known
to the Issuer, the Manager or any of its Affiliates;


 


(iii)                               damage rendering such Managed Container
unfit for normal use and, in the judgment of the Issuer or the Manager, beyond
repair at reasonable cost; or


 


(iv)                              any condemnation, seizure, forced sale or
other taking of title to or use of such Managed Container.


 


Casualty Proceeds: 
Any payment to, or on behalf of, the Issuer in connection with a
Casualty Loss.


 


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CEU: The abbreviation used for cost equivalent unit.


 


Change of Control:  With respect
to the Manager, and without the prior written consent of the Requisite Global
Majority, the occurrence of any of the following events:  (A) any “Person or “group” (as such
terms are used in Section 13(d) and 14(d) of the Exchange Act),
other than TAL International Group, becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act) of more than fifty
percent (50%) of the voting stock of the Manager or (B) the Manager
consolidates or mergers with or into another Person or sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of its
assets to any Person, in any such case, other than any such transaction in
which (i) the outstanding voting stock of the Manager is converted into or
exchanged for voting stock (other than redeemable capital stock) of the
surviving or transferee company or corporation or (ii) TAL International
Group owns, directly or indirectly, not less than a majority of the voting
stock of the surviving or transferee company or corporation immediately after
such transaction.


 


Chattel Paper: 
Any lease or other chattel paper, as such term is defined in the UCC.


 


Claim:  This term
shall have the meaning set forth in Section 14.1 of the Management
Agreement.


 


Class:  All Notes
having the same rights to payment under the Indenture and any Supplement.


 


Closing Date:  March 27, 2008.


 


Code:  The Internal
Revenue Code of 1986, as amended, or any successor statute thereto.


 


Collateral: 
This term shall have the meaning set forth in the Granting Clause of the
Indenture.


 


Collection Period: 
With respect to the first Payment Date, the period commencing on the
Closing Date and ending on the last day of the next succeeding calendar month
and, for any subsequent Payment Date, the period from and including the first
day of the calendar month immediately preceding the calendar month in which such
Payment Date occurs through and including the last day of such calendar month.


 


Collections: 
With respect to any Collection Period, an amount equal to the sum of all
payments of Estimated Net Operating Income (including any adjustment payments
with respect thereto) received by the Issuer pursuant to the terms of Section 5.1.1
of the Management Agreement actually received by, or on behalf of, the Issuer
with respect to the Managed Containers during such Collection Period, and, to
the extent not included in the foregoing, all Casualty Proceeds, Sales Proceeds
and Warranty Purchase Amounts actually received by the Issuer during such
Collection Period. Collections for any Collection Period shall include any of
the foregoing amounts which are received in any Collection Period but which are
deposited in the Trust Account (within the time required by Section 302 of
the Indenture) during the immediately succeeding Collection Period; provided, however, that with respect to any rental or other
payments received from a lessee during a particular Collection Period which
relate to a future Collection Period, such advance payments shall constitute “Collections”
in the future Collection Period to which such amounts relate and shall not
constitute “Collections” in the Collection Period in which such amounts are
received.


 


Commercial Tort Claim: 
Any commercial tort claim, as such term is defined in the UCC.


 


Commitment: 
This term shall have the meaning given to such term, if applicable, in
the related Supplement.


 


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Commitment Fee: 
This term shall have the meaning given to such term, if applicable, in
the related Supplement.


 


Competitor:  Any Person engaged and
competing with any of the Issuer or the Manager in the container or chassis
leasing business; provided, however,
that in no event shall any insurance company, bank, bank holding company,
savings institution or trust company, fraternal benefit society, pension,
retirement or profit sharing trust or fund, or any collateralized bond
obligation fund or similar fund (or any trustee of any such fund) or any holder
of any obligations of any such fund (solely as a result of being such a holder)
be deemed to be a Competitor unless such Person or any of its Affiliates are
directly and actively engaged in the operation of a container or chassis
leasing business.  For avoidance of
doubt, Fortis Capital Corp. is not considered a Competitor as of the Closing
Date.


 


Concentration Account:  A bank account to which lessees are instructed
to make payments in respect of Managed Containers.  As of the Closing Date, the Concentration
Account is account number 35537713 at Citibank, N.A.


 


Concentration Finance Lease:  Any Lease for a container that was purchased
directly from the manufacturer and whose initial Lease Agreement provides the
lessee the right or option to purchase the Container at the expiration of the
Lease and whose initial Lease Agreement satisfies the criteria for
classification as a capital lease pursuant to GAAP, including Statement of
Financial Account Standards No. 13, as amended.


 


Concentration Limits: 
The following limitations on the types of Containers eligible to be an
Eligible Container (which limitations shall be applied on each Transfer Date
and shall be calculated so as to give effect to the transfer under
consideration), as modified from time to time but only with  prior satisfaction of the Rating Agency
Condition (or, if no Series of Notes is then rated, with the consent of
the Requisite Global Majority):


 


(a)           Maximum Concentration of Dry
Freight Special Containers.  The sum
of the Net Book Values of all Eligible Containers that are Specialized
Containers (other than refrigerated Containers) shall not exceed twenty-five
percent (25%) of the Aggregate Net Book Value; provided,
however, open top containers shall not exceed fifteen percent (15%)
of the Aggregate Net Book Value; flat rack containers shall not exceed fifteen
percent (15%) of the Aggregate Net Book Value and tank containers shall not
exceed five percent (5%) of the Aggregate Net Book Value;


 


(b)           Maximum Concentration of
Refrigerated Containers.  The sum of
the Net Book Values of all Eligible Containers that are refrigerated Containers
(either 20’, 40’ or 40’ high cube) shall not exceed forty percent (40%) of the
Aggregate Net Book Value;


 


(c)           Maximum Concentration of
Concentration Finance Leases.


 


(i)            The
sum of the Net Book Values of all Eligible Containers that are subject to a
Concentration Finance Lease shall not exceed ten percent (10%) of the Aggregate
Net Book Value;


 


(ii)           The
sum of the Net Book Values of all Eligible Containers then on Lease to any
single lessee that are subject to a Concentration Finance Lease shall not
exceed five percent (5%) of the Aggregate Net Book Value;


 


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(d)           Maximum Concentration of
Non-Monthly Rental Payments.  The sum
of the Net Book Values of all Eligible Containers subject to Lease Agreements
for which rentals are payable less frequently than monthly shall not exceed
five percent (5%) of the Aggregate Net Book Value;


 


(e)           Maximum Concentration of Non-U.S.
Currency Rentals.  The sum of the Net
Book Values of all Eligible Containers subject to Lease Agreements for which
rentals are payable in a currency other than Dollars and which are not the
subject of a Currency Hedge Agreement shall not exceed two percent (2%) of the
Aggregate Net Book Value;


 


(f)            Maximum Concentration of
Non-Marine Cargo Users.  The sum of
the Net Book Values of all Eligible Containers subject to Lease Agreements
under which the lessee is a Person that is not a marine cargo user shall not
exceed seven percent (7%) of the Aggregate Net Book Value;


 


(g)           Maximum Concentration of any Three
Lessees.  The sum of the Net Book
Values of all Eligible Containers then on lease to any three lessees shall not
exceed fifty percent (50%) 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 shall become the owner of, or interest holder in, any other
lessee’s leasehold interests in one or more Containers and the effect of such
transaction is to cause a breach of the foregoing threshold, then the foregoing
threshold shall on the effective date of such transaction be increased to an
amount equal to the quotient, expressed as a percentage, (x) the numerator
of which shall equal the sum of (A) the sum of the Net Book Values of all
Managed Containers on lease to such transacting lessees immediately prior to
such transaction, and (B) the sum of the Net Book Values of all Managed
Containers then on lease to the two other lessees having the most Managed
Containers then on lease with the Issuer (measured by Net Book Value) and (y) the
denominator of which shall equal the then Aggregate Net Book Value); and
provided further that, if the foregoing limitation has been increased above
fifty percent (50%) by operation of the above proviso, then any additional
Managed Containers subsequently leased to any of such three lessees shall not
be considered Eligible Containers until such time as the sum of the Net Book
Values of all Managed Containers then on lease to such three lessees does not
exceed an amount equal to fifty percent (50%) of the then Aggregate Net Book
Value;


 


(h)           Maximum Concentration for any
Single Lessee.  The sum of the Net
Book Values of all Eligible Containers then on Lease to any single lessee shall
not exceed an amount equal to (A) with respect to any of the lessees set
forth in Schedule I to the Indenture, the percentage of the Aggregate Net Book
Value set opposite the name of such lessee on such schedule, and (B) with
respect to any lessee not covered by clause (A), five percent (5%) 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 shall become the owner of,
or interest holder in, any other lessee’s leasehold interests in one or more
Eligible Containers, the foregoing threshold set forth in clauses (A) and (B) shall
on the effective date of such transaction be increased with respect to such
acquiring or, in the case of a merger, surviving lessee to equal the greater of
(i) the sum of the applicable percentage limitations for the transacting
lessees as set forth in clauses (A) and (B) above, and (ii) a
quotient, expressed as a percentage, (x) the numerator of which shall
equal the sum of the Net Book Values of all Managed Containers on Lease to such
transacting lessees immediately prior to such transaction and (y) the
denominator of which shall equal the then Aggregate Net Book Value).


 


Notwithstanding the foregoing, the foregoing
Concentration Limits shall not be applicable until the earlier to occur of (i) September 30,
2008 and (ii) the first date on which the Aggregate Net Book Value
(determined without regard to compliance with the Concentration Limits) exceeds
Fifty Million Dollars ($50,000,000).


 


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Consolidated EBIT to Consolidated Cash Interest
Expense Ratio:  This term shall have the meaning given to
such term in the Credit Agreement, as in effect on the Closing Date.


 


Consolidated Funded Debt: 
This term shall have the meaning given to such term in the Credit
Agreement, as in effect on the Closing Date.


 


Consolidated Tangible Net Worth: This term shall have the meaning given
to such term in the Credit Agreement.


 


Container: 
Any marine and maritime container (including dry cargo containers,
refrigerated containers (including the associated refrigeration machine),
generator sets, gps devices and Specialized Containers) to which any Person
either (i) has good title and that is held for lease or sale or (ii) is
lessor under any Finance Lease.


 


Container Fleet: 
At any time, the fleet of Containers owned or managed by TAL.


 


Container Identification Number: 
The unique alpha-numeric reference assigned to a Managed Container which
is painted on or affixed to such Managed Container.


 


Container Management System: 
The “TERMS 2000” equipment tracking and billing system used by the
Manager and any upgrade of, successor to, or replacement for, such system.


 


Container Related Agreement: 
Any agreement relating to the Managed Containers or agreements relating
to the use or management of such Managed Containers whether in existence on the
Closing Date or thereafter acquired, including, but not limited to, all Leases,
the Management Agreement, the Contribution and Sale Agreement and the Chattel
Paper to the extent it arises out of or in any way relates to the Managed
Containers now owned or hereafter acquired by the Issuer.


 


Container Representations and Warranties: 
With respect to each Container, the representations and warranties of
the Seller as set forth in paragraphs (v) through (hh) inclusive of Section 3.01
of the Contribution and Sale Agreement.


 


Container Revenues: 
For any Collection Period, all amounts paid to and received by the
Manager which are attributable to the Managed Containers, including but not
limited to (i) per diem rental charges (excluding any prepayments
thereof), Ancillary Fees and all charges paid in respect of the Managed
Containers pursuant to Lease Agreements (including, without duplication,
payments on Finance Leases in respect of Managed Containers) but excluding
Excluded Amounts, (ii) amounts received from the manufacturers or sellers
of the Managed Containers for breach of sale warranties relating thereto or in
settlement of any claims, losses, disputes or proceedings relating to the
Managed Containers, (iii) amounts received from any other Person in
settlement of any claims, losses, disputes or proceedings relating to the
Managed Containers, including insurance proceeds relating thereto, and (iv) any
insurance premiums relating to the Managed Containers which have been refunded
by the insurer. Notwithstanding the foregoing, Container Revenues shall not
include Sales Proceeds or Casualty Proceeds.


 


Container Transfer Certificate: 
A Container Transfer Certificate, substantially in the form of Exhibit B
to the Contribution and Sale Agreement, executed and delivered by the Seller
and the Issuer in accordance with the terms of the Contribution and Sale
Agreement.


 


Contingent Obligation: 
As to any Person, means any obligation of such Person as a result of
such Person being a general partner of any other Person, unless the underlying
obligation is expressly made non-recourse as to such general partner, and any
obligation of such Person guaranteeing or intended to 


 


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guarantee any
Indebtedness, leases, dividends or other obligations (“primary obligations”) of
any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of any such
primary obligation or (y) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof; provided, however,
that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation shall
be deemed to be an amount equal to the lesser of (x) the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith and (y) the
stated amount of such Contingent Obligation.


 


Contracts: 
All contracts, undertakings, franchise agreements or other agreements
(other than rights evidenced by Chattel Paper, Documents or Instruments) in or
under which the Issuer may now or hereafter have any right, title or interest,
including, without limitation, the Management Agreement, the Contribution and
Sale Agreement, any Interest Rate Hedge Agreements, any Currency Hedge
Agreements and any related agreements, security interests or UCC or other
financing statements and, with respect to an Account, any agreement relating to
the terms of payment or the terms of performance thereof.


 


Contribution and Sale Agreement: 
The Contribution and Sale Agreement, dated as of March 27, 2008,
between the Seller and the Issuer, as such agreement shall be amended, modified
or supplemented from time to time in accordance with its terms.


 


Control Agreement:  This term
shall have the meaning set forth in Section 303(b) of the Indenture.


 


Control Party: 
This term shall have the meaning set forth in the Supplement for the
related Series.


 


Conversion Date: 
The date of the occurrence of a Conversion Event.


 


Conversion Events:  With respect
to a Series of Warehouse Notes, the occurrence or existence of any of the
following events or conditions: (i) the expiration of the stated period of
time set forth in the definition of Conversion Date in the related Supplement,
unless such period is extended in accordance with the terms of such Supplement,
and (ii) the occurrence of an Early Amortization Event under any Series of
Notes then Outstanding.


 


Corporate Trust Office: 
The principal office of the Indenture Trustee at which at any particular
time its corporate trust business shall be administered, which office shall
initially be located at 60 Livingston Avenue, St. Paul, Minnesota 55107, Mail
Code EP-MN-WS3D.


 


Credit Agreement:  That certain
Credit Agreement, dated as of August 15, 2007, as amended, restated, or
otherwise modified in accordance with its terms, among TAL International
Container Corporation, as borrower, the lenders from time to time party thereto
and National City Bank, as administrative agent and collateral agent
thereunder.


 


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Credit and Collection Policy: 
This term is defined in Section 8.1.11 of the Management Agreement.


 


Currency Hedge Agreement: 
An agreement between the Issuer and the Currency Hedge Counterparty
named therein, including any schedules and confirmations prepared and delivered
in connection therewith, each in form and substance acceptable to the Requisite
Global Majority and for which the Rating Agency Condition has been satisfied,
with respect to a Lease for which the related lessee is obligated to make
payments denominated in a currency other than Dollars pursuant to which (i) the
Issuer will receive payments from, or make payments to, the Currency Hedge
Counterparty in such currency and (ii) recourse by the Currency Hedge
Counterparty to the Issuer is limited to actual rental payments received under
such Lease.


 


Currency Hedge Counterparty: Any Eligible Currency Hedge
Counterparty or any counterparty to a currency hedging instrument permitted to
be entered into pursuant to the Indenture.


 


Data Custodian: 
This term shall have the meaning set forth in Section 3.10.3 of the
Management Agreement.


 


Deal Agent: 
The deal agent or agents identified, if applicable, in each Supplement.


 


Default Fee: 
The incremental interest specified in the related Supplement payable by
the Issuer resulting from the failure of the Issuer to pay in full any amount
due under the Indenture on any Series of Notes Outstanding when such
amount becomes due.


 


Default Rate: 
The rate
of interest specified in the related Supplement applicable to a Note then
earning Default Fee, but in no event to exceed two percent (2%) over the
interest rate per annum otherwise then applicable to such Note.


 


Deficiency Amount: With respect to each Series, this term shall have
the meaning set forth in the related Supplement.


 


Definitive Note: 
A Note issued in definitive form pursuant to the terms and conditions of
Section 202 of the Indenture.


 


Deposit Accounts: 
Any deposit accounts, as such term is defined in the UCC.


 


Depositary: 
The Depository Trust Company until a successor depositary shall have
become such pursuant to the applicable provisions of the Indenture and
thereafter “Depositary” shall mean or include each Person who is then a
Depositary thereunder. For purposes of the Indenture, unless otherwise
specified pursuant to Section 202 of the Indenture, any successor
Depositary shall, at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under the Exchange Act.


 


Depositary Participant: 
A broker, dealer, bank, other financial institution or other Person for
whom from time to time the Depositary effects book-entry transfers and pledges
of securities deposited with the Depositary.


 


Determination Date:  The
third Business Day prior to any Payment Date.


 


Direct Operating Expenses: 
All direct expenses and costs, calculated on an accrual basis in
accordance with GAAP, incurred in connection with the ownership, use and/or
operation of a Managed 


 


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Container, including but
not limited to: (i) agency costs and expenses; (ii) depot fees,
handling, and storage costs and expenses; (iii) survey, maintenance and
repair expenses (including the actual or estimated cost of repairs to be made
pursuant to a damage protection plan); (iv) repositioning expense; (v) the
cost of inspecting, marking and remarking such Managed Container; (vi) third-party
fees for bankruptcy recovery; (vii) legal fees incurred in connection with
enforcing rights under the leases of such Managed Container or repossessing
such Managed Container; (viii) insurance expense; (ix) federal,
state, local and foreign taxes, levies, duties, charges, assessments, fees,
penalties, deductions or withholdings assessed, charged or imposed upon or
against such Managed Container, including but not limited to ad valorem, gross
receipts and/or other property taxes imposed against such Managed Container or
against the revenues generated by such Managed Container (but not including
income taxes imposed on the Manager or any of its Affiliates); (x) expenses,
liabilities, claims and costs (including without limitation reasonable
attorneys fees) incurred by the Issuer or the Manager (on behalf of the Issuer)
by any third party arising directly or indirectly (whether wholly or in part)
out of the state, condition, operation, use, storage, possession, repair,
maintenance or transportation of such Managed Container; (xi) expenses and
costs (including legal fees) of pursuing claims against manufacturers or
sellers of such Managed Container; and (xii) non-recoverable sales and
value-added taxes on such expenses and costs; provided, however, that in no
event shall either of the following be considered a Direct Operating Expense: (a) any
selling, general and administrative expenses of TAL International Group, the
Issuer or any of their Subsidiaries, or (b) the Management Fee.


 


Disposition Fees:  With respect
to any Managed Container that (i) has been sold to a third party, or (ii) is
the subject of a Casualty Loss, an amount equal to the product of (x) five
percent (5%) and (ii) the Sales Proceeds or Casualty Proceeds, as the case
may be, realized thereon.


 


Documents: 
Any documents, as such term is defined in the UCC.


 


Dollars: 
The lawful money of the United States of America. This definition will
be equally applicable to the sign $.


 


Early Amortization Event: 
The occurrence of any of the events or conditions set forth in Section 1201
of the Indenture.


 


Eligible Account: 
Either (a) a segregated account with an Eligible Institution or (b) a
segregated trust account with the corporate trust department of a depository
institution organized under the laws of the United States or any of the states
thereof, including the District of Columbia (or any domestic branch of a
foreign bank), and acting as a trustee for funds deposited in such account, so
long as the senior securities of such depository institution shall have a
credit rating from each Rating Agency in one of its generic credit rating
categories no lower than Aa2 or AA, as the case may be, or (c) any account
held with the Indenture Trustee.


 


Eligible Assignee: Any of the following: (i) a Noteholder; (ii) an
Affiliate of a Noteholder; (iii) any insurance company or commercial
banking institution, in each case, that is not a Competitor; and (iv) any
other Person (other than a natural person) approved by the Issuer (such
approval not to be unreasonably withheld or delayed).


 


Eligible Container: 
Any Managed Container which, individually or when considered with all
Managed Containers then owned by the Issuer that are included in the Asset
Base, as the case may be, shall comply with each of the following requirements:


 


(i)            No Liens. The Issuer either (A) has
good and marketable title to such Managed Container, free and clear of all
Liens other than (x) Permitted Encumbrances and (y) a manufacturer’s
or


 


10














 


vendor’s lien for the
unpaid purchase price of such Managed Container so long as such unpaid purchase
price is paid within two Business Days following the later of the acquisition
of such Managed Container by the Issuer or the inclusion of such Managed Container
in the Asset Base; or (B) is the lessor of such Managed Container under a
Finance Lease for which the filing specified in Section 2.03(a)(iii) of
the Contribution and Sale Agreement has been made and the Issuer has good title
to such Finance Lease free and clear of all Liens other than Permitted
Encumbrances; and


 


(ii)           Specifications. Such Managed
Container substantially conforms to the standard specifications used by the
Manager from time to time for that category of Managed Container and to any applicable
standards promulgated by the International Organization for Standardization;
and


 


(iii)          Container Representations and
Warranties. Such Managed Container complies with the Container
Representations and Warranties; and


 


(iv)          Casualty Losses. Such Container
shall not have suffered a Casualty Loss; and


 


(v)           Concentration Limits. Such
Container, when considered with all other Eligible Containers owned by the
Issuer, satisfies the Concentration Limits; and


 


(vi)          Rights of Lessor Are Assignable.  The rights of the lessor under a Lease
Agreement to which a Managed Container is subject (including the right to
receive payments from end users) are assignable; and


 


(vii)         Marketable Title.  The Seller shall have had good and marketable
title to such Managed Container other than (x) Permitted Encumbrances, (y) a
manufacturer’s or vendor’s lien for the unpaid purchase price of such Managed
Container so long as such unpaid purchase price is paid within two Business
Days following the later of the acquisition of such Managed Container by the
Issuer or the inclusion of such Managed Container in the Asset Base or (z) a
Managed Container that is subject to a Finance Lease under which the Seller is
the lessor and the Issuer has good title to such Finance Lease free and clear
of all Liens other than Permitted Encumbrances; and


 


(viii)        Transfer of Title.  The Seller and the Issuer shall have taken
all necessary actions to transfer title to such Managed Container (other than
if such Managed Container is subject to a Finance Lease for which the Issuer is
the lessor) and all related Leases from the Seller to the Issuer; and


 


(ix)           No Violation.  The contribution and conveyance of such
Managed Container does not violate any agreement of the Seller; and


 


(x)            General Terms.  The Lease for such Managed Container shall
contain terms that are not substantially different than the terms typically
included in a Lease for a Container in the Container Fleet, it being understood that, as a matter of normal business
practice, some lessees of Containers in the Container Fleet may negotiate
Leases that include terms that are more favorable than terms in other leases;
and


 


(xi)           Adverse Selection.  Such Managed Container was not subject to any
adverse selection procedures other than as contemplated by the Transaction
Documents by either the Seller or the Manager, whichever may be applicable, in
choosing Containers to be transferred to the Issuer.


 


Eligible Currency Hedge Counterparty: 
Any of the following:


 


11

















 


(A) any bank which has both (x) a long-term
unsecured debt rating of at least “A” or better from S&P (so long as any
Outstanding Notes are rated by S&P) and “A2” or better from Moody’s (so
long as any Outstanding Notes are rated by Moody’s) and (y) a short-term
unsecured debt rating of “A-1” or better from S&P (so long as any
Outstanding Notes are rated by S&P) and “P-1” or better from Moody’s (so
long as any Outstanding Notes are rated by Moody’s); or


 


(B) any bank or other financial institution (i) which
is otherwise acceptable to the Requisite Global Majority and each Series Enhancer
which is a Control Party and (ii) for which the Rating Agency Condition
has been satisfied.


 


Eligible Hedge Counterparty: 
Any Eligible Interest Rate Hedge Counterparty or Eligible Currency Hedge
Counterparty, as applicable.


 


Eligible Institution: 
Any one or more of the following institutions: (i) the corporate
trust department of the Indenture Trustee; provided the Indenture Trustee
maintains a long-term unsecured senior debt rating of at least “A” or better
from S&P or “A2” or better from Moody’s, or (ii) a depositary
institution organized under the laws of the United States of America or any one
of the states thereof or the District of Columbia (or any domestic branch of a
foreign bank), (a) which has both (x) a long-term unsecured senior
debt rating of not less than AA by S&P and Aa2 by Moody’s, and (y) a
short-term unsecured senior debt rating rated in the highest rating category by
each Rating Agency and (b) whose deposits are insured by the Federal
Deposit Insurance Corporation.


 


Eligible
Interest Rate Hedge Counterparty:  Any of the
following:


 


(A) any bank which has both (x) a long-term
unsecured debt rating of at least “A” or better from S&P (so long as any
Outstanding Notes are rated by S&P) and “A2” or better from Moody’s (so
long as any Outstanding Notes are rated by Moody’s) and (y) a short-term
unsecured debt rating of “A-1” or better from S&P (so long as any
Outstanding Notes are rated by S&P) and “P-1” or better from Moody’s (so
long as any Outstanding Notes are rated by Moody’s); or


 


(B) any bank or other financial institution (i) which
is otherwise acceptable to the Requisite Global Majority and each Series Enhancer
which is a Control Party and (ii) for which the Rating Agency Condition
has been satisfied.


 


Eligible Investments: 
One or more of the following:


 


(i)            direct
obligations of, and obligations fully guaranteed as to the full and timely
payment by, the United States of America;


 


(ii)           demand
deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States
of America or any State thereof and subject to supervision and examination by
Federal or State banking or depository institution authorities; provided,
however, that at the time of the investment or contractual commitment to invest
therein, the commercial paper or other short-term unsecured debt obligations
(other than such obligations the rating of which is based on the credit of a
Person other than such depository institution or trust company) thereof shall
be rated “A-1+” by S&P and “Prime 1” by Moody’s;


 


(iii)          commercial
paper that, at the time of the investment or contractual commitment to invest
therein, is rated “A-1+” by S&P and “Prime 1” by Moody’s;


 


12

















 


(iv)          bankers’
acceptances issued by any depository institution or trust company referred to
in clause (ii) above;


 


(v)           repurchase
obligations with respect to any security pursuant to a written agreement that
is a direct obligation of, or fully guaranteed as to the full and timely
payment by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with (x) a
depository institution or trust company (acting as principal) described in
clause (ii) or (y) a depository institution or trust company the
deposits of which are insured by the Federal Deposit Insurance Corporation and
whose commercial paper or other short-term unsecured debt obligations are rated
“A-1+” by S&P and “Prime 1” by Moody’s and long-term unsecured debt
obligations are rated “AAA” by S&P and “Aaa” by Moody’s; and


 


(vi)          money
market mutual funds registered under the Investment Company Act of 1940, as
amended (including funds for which an Affiliate of the Indenture Trustee is
acting as investment advisor), having a rating, at the time of such investment,
from each of the Rating Agencies in the highest investment category granted
thereby.


 


Enhancement Agreement: 
With respect to any Series of Notes, any agreement, instrument or
document governing the terms of any Series Enhancement or pursuant to
which any Series Enhancement is issued for the benefit of such Series of
Notes.


 


Entitlement Order: 
This term shall have the meaning set forth in the UCC.


 


Equipment: 
This term shall have the meaning set forth in the UCC.


 


ERISA:  The Employee
Retirement Income Security Act of 1974, as amended.


 


ERISA Affiliate: 
With respect to any Person, any other Person with respect to which it is
a member of a controlled group of corporations or a controlled group of trades
or businesses, as described in Section 414(b) or (c) of the Code.


 


Estimated Net Operating Income: 
This term shall have the meaning set forth in Section 5.1.1 of the
Management Agreement.


 


Eurodollar Reserve Percentage: 
As of any date of determination, the reserve percentage applicable on
such day under regulations issued from time to time by the Federal Reserve
Board (or any successor) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for any Noteholder or Liquidity Bank (or any of its
participants) with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (as defined in Regulation D of the Federal Reserve
Board, as in effect from time to time) and having a term equal to the Interest
Accrual Period.


 


Event of Default: 
This term has the meaning set forth in Section 801 of the
Indenture.


 


Excess Deposit: 
This term has the meaning set forth in Section 5.1.1 of the
Management Agreement.


 


Exchange Act: 
The Securities Exchange Act of 1934, as amended.


 


13

















 


Excluded Amounts: 
Any payments received from the lessee under a Lease in connection with
any taxes, fees or other charges imposed by any Governmental Authority, or
indemnity payments for the benefit of the originator of such Lease in its
individual capacity made pursuant to such Lease.


 


Existing Commitment: 
With respect to any Series, either or both of the following: (A) before
the Conversion Date for any Series of Warehouse Notes, with respect to
each Series of Notes Outstanding the aggregate Initial Commitment with
respect to such Series of Notes, consisting of one or more classes,
expressed as a dollar amount, as set forth in the related Supplement and
subject to reduction from time to time in accordance with the related
Supplement, and/or (B) after the Conversion Date for any Series of
Warehouse Notes, with respect to each Series of Notes Outstanding the then
unpaid principal balance of the Notes of such Series.  For the avoidance of doubt, the Existing
Commitment for any Series of Notes that does not provide for additional
fundings by the Noteholders after its Issuance Date shall at all times equal
its then unpaid principal balance.


 


Expected Final Maturity Date: 
If applicable to any Series, the date on which the principal balance of
the Outstanding Notes of such Series is expected to be paid in full. The
Expected Final Maturity Date for a Series shall be set forth in the
related Supplement.


 


FASB 133:  Statement of
Financial Accounting Standards No. 133 — “Accounting for Derivative
Instruments and Hedging Activities” issued by the Financial Accounting
Standards Board.


 


Fair Market Value: With respect to any asset (including a Container),
shall mean the price at which a willing buyer, not an Affiliate of the seller,
and a willing seller who does not have to sell, would agree to purchase and
sell such asset, which amount shall be determined in good faith by the board of
directors or other governing body or, pursuant to a specific delegation of authority
by such board of directors or governing body, a designated senior executive
officer of the Issuer, the Manager or the Seller.


 


Federal Reserve Bank: 
One of the twelve regional banks operated by the Federal Reserve System
established by the Federal Reserve Act of 1913 to regulate the U. S. monetary
and banking system.


 


Federal Reserve Board: 
The Board of Governors of the Federal Reserve System or any successor
thereto.


 


Finance Lease: 
Any Lease for a container that is classified as a “financing lease”
pursuant to GAAP, including Statement of Financial Accounting Standards No. 13,
as amended.


 


Funding Notice:  With respect
to each Series of Notes, this term, if applicable, shall have the meaning
given to such term in the Note Purchase Agreement for such Series of
Notes.


 


Financial Assets: 
This term shall have the meaning set forth in the UCC.


 


General Intangibles: 
Any “general intangibles”, as such term is defined in the UCC.


 


Generally Accepted Accounting
Principles or GAAP: 
Those generally accepted accounting principles and practices which are
recognized as such by the American Institute of Certified Public Accountants
acting through its Accounting Principles Board or by the Financial Accounting
Standards Board or through other appropriate boards or committees thereof
consistently applied as to the party in question.


 


Global Notes: 
Collectively, the Rule 144A Global Notes, the Temporary Regulation
S Global Notes and the Permanent Regulation S Global Notes.


 


14

















 


Governmental Authority: 
Any of the following:  (a) any
federal, state, county, municipal or foreign government, or political
subdivision thereof, (b) any governmental or quasi-governmental agency,
authority, board, bureau, commission, department, instrumentality or public
body, (c) any court or administrative tribunal or (d) with respect to
any Person, any arbitration tribunal to whose jurisdiction that
Person has consented.


 


Grant:  To
grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and
perfect a security interest in and right of set-off against, deposit, set over
and confirm.


 


Hedge Agreement:  Any Interest
Rate Hedge Agreement or Currency Hedge Agreement, as applicable.


 


Hedge Counterparty:  Any Interest
Rate Hedge Counterparty or Currency Hedge Counterparty, as applicable.


 


Hedging Requirement: 
This term shall have the meaning set forth in Section 628 of the
Indenture.


 


Holder: 
This term shall have the same meaning as Noteholder.


 


Incentive Arrangements. Any (a) earn-out agreements, (b) stock
appreciation rights, (c) “phantom”
stock plans, (d) employment agreements, (e) non-competition
agreements and (f) incentive and bonus plans entered into by the Issuer
for the benefit of, and in order to retain, executives, officers or employees
of Persons or businesses.


 


Increased Costs: 
Any fee, expense or increased cost actually charged to or incurred by an
Indemnified Party for which such Indemnified Party is entitled to compensation
pursuant to the provisions of the related Supplement.


 


Indebtedness: 
With respect to any Person without duplication, means (i) all
indebtedness (including principal, interest, fees and charges) of such Person
for borrowed money, (ii) all obligations of such Person in respect of
letters of credit, bankers’ acceptances, and bank guaranties issued for the
account of such Person, (iii) all indebtedness of the types described in
clause (i), (ii), (iv), (v) or (vi) of this definition secured by any
Lien on any property owned by such Person, whether or not such indebtedness has
been assumed by such Person (provided that, if the Person has not
assumed or otherwise become liable in respect of such indebtedness, such
indebtedness shall be deemed to be in an amount equal to the lesser of (A) the
outstanding amount of such Indebtedness and (B) the fair market value of
the property to which such Lien relates as determined in good faith by such
Person), (iv) the aggregate amount of all capitalized lease obligations of
such Person, (v) all Contingent Obligations of such Person, (vi) as
of any date of determination, all obligations under any interest rate hedging
or under any similar type of agreement to the extent of the amount due if such
agreement were to be terminated on such date of determination, and (vii) all
obligations of such Person issued or assumed as the deferred purchase price of
property or services, all conditional sale obligations and all obligations
under any title retention agreement (but excluding trade accounts payable and
other accrued liabilities arising in the ordinary course of business that are
either (x) not overdue by 90 days or more or (y) being contested in
good faith by appropriate proceedings promptly instituted and diligently
conducted).


 


Indemnified Party: 
This term shall have the meaning set forth, if applicable, in the
related Supplement.


 


15

















 


Indemnity Amounts: 
Indemnity payments to the Holders of the Notes (or their related
creditor liquidity providers), or any Series Enhancer or any Interest Rate
Hedge Counterparty or any Currency Hedge Counterparty for increased costs,
funding costs, breakage costs, taxes, other taxes, expenses or other indemnity
payment, including, without limitation, the amounts payable pursuant to the
provisions of the related Supplement.


 


Indenture: 
The Indenture, dated as of March 27, 2008, between the Issuer and
the Indenture Trustee, as amended, modified or supplemented from time to time
in accordance with its terms.


 


Indenture Trustee: 
The Person performing the duties of the Indenture Trustee under the
Indenture, initially, U.S. Bank National Association and any successors and
assigns thereof.


 


Indenture Trustee’s Fees: 
This term shall have the meaning set forth in Section 905 of the
Indenture.


 


Independent: 
A natural person who at the date of his appointment as a manager,
director or officer possesses the following qualifications: (a) has prior
experience as an independent director or manager for a corporation or a limited
liability company, the corporate instruments of which require the unanimous
consent of all independent directors thereof before such corporation or limited
liability company could consent to the institution of proceedings against it or
could file a petition seeking relief under any applicable bankruptcy or
insolvency law; and (b) has at least three years of employment experience
with one or more entities that provide, in the ordinary course of their
respective businesses, advisory, management or placement services to issuers of
securitization or structured finance instruments, agreements or securities; provided always that such individual at
the date of such individual’s appointment as such manager, director or officer,
or at any time in the preceding five years, or during such person’s tenure
shall not be:  (i) an employee,
director, shareholder, manager, partner or officer of TAL or an affiliate
thereof (other than such person’s service as an independent director or manager
of TAL or an affiliate thereof); (ii) a customer or supplier of TAL or an
affiliate thereof; (iii) a beneficial owner at the time of such individual’s
appointment as an independent manager, or at any time thereafter while serving
as an independent manager, of more than 2% of the voting securities of TAL or
an affiliate thereof; (iv) affiliated with a significant customer,
supplier or creditor of TAL or an affiliate thereof; (v) a party to any
significant personal service contracts with TAL or an affiliate thereof; or (f) a
member of the immediate family of a person described in (i) or (ii) above.


 


Independent Accountants: 
Ernst & Young LLP or other independent certified public
accountants of internationally recognized standing selected by the Issuer and
acceptable to the Administrative Agent and the Requisite Global Majority.


 


Independent Director:  A
director or manager of the Issuer who is Independent.


 


Initial Commitment: 
This term shall have the meaning given to such term, if applicable, in
the related Supplement.


 


Insolvency Law: 
The Bankruptcy Code or similar applicable law in any other applicable
jurisdiction.


 


Insolvency Proceeding: 
Any Proceeding under any applicable Insolvency Law.


 


Instruments: 
Any instrument, as such term is defined in the UCC, including, without
limitation, all notes, certificated securities, and other evidences of
indebtedness, other than instruments that constitute, or are a part of a group
of writings that constitute, Chattel Paper.


 


16

















 


Insurance Agreement: 
This term shall have the meaning given to such term, if applicable, in
the related Supplement.


 


Intercreditor Agreement: 
That certain Intercreditor Agreement, dated as of April 12, 2006,
as amended, modified or supplemented from time to time in accordance with its
terms, among TAL International Container Corporation, TAL Advantage I LLC, U.S.
Bank National Association, Fortis Capital Corp. and various other parties from
time to time party thereto.


 


Interest Accrual Period:  With respect to each Payment Date, the period
commencing on and including the immediately preceding Payment Date (or in the
case of the initial Payment Date with respect to a Series, commencing on and
including the Issuance Date for such Series) and ending on and including the
day before the current Payment Date.


 


Interest Rate Hedge Agreement: 
An ISDA interest rate swap or cap agreement, collar or other hedging
instrument between the Issuer and the Interest Rate Hedge Counterparty named
therein, each in form and substance reasonably acceptable to the Requisite Global
Majority, that complies with the guidelines set forth in Section 628 of
the Indenture and pursuant to which (i) the Issuer will receive payments
from, or make payments to, the Interest Rate Hedge Counterparty based on LIBOR
and (ii) recourse by the Interest Rate Hedge Counterparty to the Issuer is
limited to distributions of Available Distribution Amount in accordance with
the priority of payments set forth in Section 302 and Section 806 of
the Indenture, as applicable.


 


Interest Rate Hedge Counterparty: 
Any Eligible Interest Rate Hedge Counterparty or any counterparty to a
cap, collar or other hedging instrument permitted to be entered into pursuant
to the Indenture.


 


Inventory: 
Any inventory, as such term is defined in the UCC.


 


Investment: 
When used in connection with any Person, any investment by or of that
Person, whether by means of purchase or other acquisition of securities of any
other Person or by means of loan, advance, capital contribution, guaranty or
other debt or equity participation or interest in any other Person, including
any partnership and joint venture interests of such Person in any other Person.
The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made
by the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property; provided, however, that the term “Investment” shall not
include (i) any prepaid expenses, negotiable instruments held for
collection and lease, utility and workers’ compensation, performance and other
similar deposits made in the ordinary course of business, (ii) receivables
owing to the Issuer, if created or acquired in the ordinary course of its
business and payable or dischargeable in accordance with customary trade terms
of the Issuer, or (iii) any investments (including debt obligations)
received by the Issuer in connection with the bankruptcy or reorganization of
lessees, suppliers, trade creditors, licensees, licensors and customers and in
good faith settlement of delinquent obligations of, and other disputes with,
lessees, suppliers, trade creditors, licensees, licensors and customers arising
in the ordinary course of business.


 


Investment Letter: 
A letter substantially in the form of Exhibit B to the Indenture.


 


Investment Property: 
This term shall have the meaning set forth in the UCC.


 


ISDA:  International
Swaps and Derivatives Association, Inc., and any successor thereto.


 


17

















 


Issuance Date:  With respect
to any Series, the date on which the Notes of such Series are to be originally
issued in accordance with the Indenture and the related Supplement.


 


Issuer: 
TAL Advantage II LLC, a limited liability company organized under the
laws of Delaware, and its permitted successors and assigns.


 


Issuer Cash Interest Expense: 
With respect to the Issuer for any period, an amount equal to the
difference of (1) the Issuer Interest Expense for such period minus (2) to
the extent included in clause (1), (i) amortization or write off of debt
issuance or deferred financing costs, (ii) any non-cash interest expense
related to any interest expense that has not been paid in cash, and (iii) any
incremental non-cash interest expense incurred as the result of an accounting
change that occurs after the Closing Date, plus (3) without duplication of
amounts included in clause (1), cash interest payments made in such period that
were deducted from Issuer Cash Interest Expense in a prior period.


 


Issuer EBIT.  For any
period, means the sum of Issuer Net Income, plus the following, without
duplication, to the extent deducted in calculating such Issuer Net Income:


 


(1)           all income tax
expense in respect of any net income generated by the Issuer;


 


(2)           Issuer Interest
Expense;


 


(3)           depreciation and
amortization charges of the Issuer relating to any increased depreciation or
amortization charges resulting from purchase accounting adjustments or
inventory write-ups with respect to acquisitions or the amortization or
write-off of deferred debt or equity issuance costs;


 


(4)           all other non-cash
charges of the Issuer (other than depreciation expense) minus,
with respect to any such non-cash charge occurring on or after the Closing Date
that was previously added in a prior period to calculate Issuer EBIT and that
represents an accrual of or reserve for cash expenditures in any future period,
any cash payments made during such period;


 


(5)           any non-capitalized
costs incurred in connection with financings, the acquisition of Containers or
dispositions (including financing and refinancing fees and any premium or
penalty paid in connection with redeeming or retiring Indebtedness prior to the
stated maturity thereof pursuant to the agreements governing such
Indebtedness);


 


(6)           all non-cash
expenses attributable to Incentive Arrangements;


 


(7)           to the extent that
any portion of the Management Fee payable during such period was accrued and
not paid during such period, the aggregate amount of expenses attributable to
all payments or accruals of Management Fee during such period; and


 


(8)           any indemnity
payments made (regardless of to whom such payments are made) pursuant to Section 302(c)(I)(14),
302(c)(II)(14), 806(12) or 806(13) of the Indenture;


 


in each case, for such
period and as determined in accordance with GAAP.


 


Issuer EBIT to Issuer Cash Interest Expense Ratio: 
As of the last day of the fiscal quarter preceding such date of
determination, commencing with the fiscal quarter ending September 30,
2008, the ratio of (a) the aggregate amount of Issuer EBIT for the period
of the most recent four consecutive fiscal quarters of the Issuer ending on or
prior to the date of such determination, to (b) Issuer Cash Interest 


 


18

















 


Expense for such four
fiscal quarters; provided, however, that for each
Determination Date occurring prior to the Determination Date occurring in March 2009,
such ratio shall be calculated based on the number of fiscal quarters that have
elapsed since March 31, 2008.


 


Issuer Expenses: 
For any Collection Period, direct out-of-pocket expenses that are
necessary or advisable, in the opinion of the managers of the Issuer, to
maintain the corporate existence of the Issuer, including: administration
expenses; accounting and audit expenses of the Issuer; premiums for liability,
casualty, fidelity, directors’ and officers’ and other insurance; legal fees
and expenses; other professional fees; franchise taxes and other similar taxes
(but excluding income taxes); and surveillance and other fees assessed by the
Rating Agencies.


 


Issuer Interest Expense: With respect to the Issuer for any
period, the aggregate of the interest expense of the Issuer for such period, as
determined in accordance with GAAP, and including, without duplication, (a) all
amortization or accretion of original issue discount; (b) net cash costs
under all Hedge Agreements; and (c) amortization of fees under all Hedge
Agreements.


 


Issuer Net Income:  For any
period, the aggregate net income (or loss) of the Issuer for such period,
determined in accordance with GAAP; provided, however,
that there shall not be included in such Issuer Net Income:


 


(1)           any gain (or loss)
realized upon the sale or other disposition of assets (other than Containers)
of the Issuer (including pursuant to any sale-and-leaseback arrangement) which
is not sold or otherwise disposed of in the ordinary course of business;


 


(2)           extraordinary gains
or losses, as determined in accordance with GAAP;


 


(3)           income or loss
attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued);


 


(4)           the cumulative
effect of a change in accounting principles, as determined in accordance with
GAAP;


 


(5)           any adjustments,
restructuring costs, non-recurring expenses, non-recurring fees, non-operating
expenses, charges or other expenses (including bonus and retention payments and
non-cash compensation charges) incurred in connection with acquisitions of
Containers; and


 


(6)           Systems/Organizational
Establishment Expenses;


 


in each case, for such
period.


 


Last Lessee Damage Payment:  The last payments received from a lessee in
respect of damages to or repair of a Managed Container that is designated for
sale.


 


Lease or Lease
Agreement:  Each and every
item of Chattel Paper, installment sales agreement, equipment lease or rental
agreement (including progress payment authorizations) to which a Container is
subject from time to time and including any Lease entered into from time to
time by TAL pursuant to which TAL leases one or more Containers from its
Container Fleet. The term Lease includes (a) all payments to be made by
the lessee thereunder, (b) all rights of the lessor thereunder, (c) any
and all amendments, renewals or extensions thereof and (d) guaranties, or
other credit support or Supporting Obligation provided by, or on behalf of, the
lessee with respect thereof.


 


19

















 


Legal Final Maturity Date: With respect to any
Series, this term shall have the meaning set forth in the related Supplement.


 


Letter-of-Credit Rights: 
This term shall have the meaning set forth in the UCC.


 


Leverage Ratio: For any Person, on a consolidated basis, as of a
date of determination, the ratio of (a) Consolidated Funded Debt to (b) Consolidated
Tangible Net Worth.


 


LIBOR:  An interest
rate per annum equal to the average per annum rate of interest determined by
the Indenture Trustee (and notified to each of the Issuer, the Manager and the
Administrative Agent) on the basis of the offered rates for deposits in dollars
for an amount equal to the requested advance of funds and for a term equal to
the applicable Interest Accrual Period, and commencing on the first day of such
Interest Accrual Period, appearing on the Reuters Screen LIBOR 01 Page) as of
11:00 A.M. (London time) on the Business Day which is the LIBOR
Determination Date. If the Reuters Screen LIBOR 01 Page is available, then
LIBOR shall be the rate determined by the Administrative Agent (such
determination, absent manifest error, to be conclusive and binding on all
parties hereto and their assignees) as of two Business Days prior to the date
of such determination as the rate at which deposits in immediately available
funds in U.S. dollars are being, have been, or would be offered or quoted by
the Administrative Agent to major banks in the applicable interbank market for
Eurodollar deposits at or about 11:00 A.M. (New York City time) on the
Business Day which is the second Business Day immediately preceding the date of
such determination for delivery for a term equal to such Interest Accrual
Period.


 


LIBOR  Determination Date: 
The date that is two Business Days prior to the first day of any
Interest Accrual Period.


 


Lien:  Any security
interest, lien, charge, pledge, equity or encumbrance of any kind.


 


Liquidity Bank: 
This term shall have the meaning set forth in the related Supplement.


 


List of Containers: 
A printed list of the Containers transferred by the Seller to the Issuer
and hereby certified by an Authorized Signatory, which includes a true and
complete list of all Containers to be conveyed on any Transfer Date. The List
of Containers will include the following information for each such Container: (i) its
Container Identification Numbers and (ii) the type of Container.
Supplements to the List of Containers will be attached to the Container
Transfer Certificate and will contain only unit Container Identification
Numbers for each Container.


 


Majority of Holders: 
With respect to a Series means, unless otherwise provided in the
Supplement related to such Series, (i) if such Series includes only
one Class of Notes, Holders of such Class evidencing more than fifty
percent (50%) of the then outstanding principal balance of such Series of
Notes; or (ii) if such Series includes multiple Classes, the Persons
specified in such Supplement.


 


Managed Containers: 
All Containers owned by the Issuer at any time.


 


Management Agreement: 
The Management Agreement, dated as of March 27, 2008 entered into
by and between TAL and the Issuer, as such agreement shall be amended,
supplemented or modified from time to time in accordance with its terms.


 


Management Fee: 
For any Payment Date, an amount equal to the sum of (i) the product
of (x) ten percent (10%)  and (y) the
Net Operating Income for the preceding Collection Period (other than Container
Revenues on Finance Leases), (ii) the product of (x) five percent
(5%) and (y) Container


 


20














 


Revenues on Finance
Leases for the preceding Collection Period and (iii) the sum of all
Disposition Fees for the preceding Collection Period.


 


Management Fee Arrearage: 
For any Payment Date, an amount equal to all unpaid Management Fees from
all prior Collection Periods.


 


Manager: 
The Person performing the duties of the Manager under the Management
Agreement; initially, TAL including its Affiliates listed on Exhibit B of
the Management Agreement.


 


Manager Advance: 
This term shall have the meaning set forth in Section 4.2 of the
Management Agreement.


 


Manager Default: 
The occurrence of any of the events or conditions set forth in Section 9.1
of the Management Agreement.


 


Manager Report: 
This term is defined in Section 4.1.2 of the Management Agreement.


 


Manager Termination Notice: 
This term is defined in Section 9.2 of the Management Agreement.


 


Managing Officer: 
Any representative of the Manager involved in, or responsible for, the
management of the day-to-day operations of the Issuer and the administration
and servicing of the Containers and the other Collateral whose name appears on
a list of managing officers furnished to the Issuer, each Series Enhancer,
if any, and the Indenture Trustee by the Manager, as such list may from time to
time be amended.


 


Material Adverse Change: 
Any set of circumstances or events which (a) pertains to the
Issuer, the Seller or the Manager and has any material adverse effect
whatsoever upon the validity or enforceability of any Transaction Document or
the security for any of the related Notes or the ability of the Indenture
Trustee or any Series Enhancer (if such Series Enhancer is then the
Control Party for a Series of Outstanding Notes or shall have made an
unreimbursed payment on its Enhancement Agreement) to enforce any of its legal
rights or remedies pursuant to the Transaction Documents or (b) materially
impairs the ability of either the Issuer, the Seller or the Manager to fulfill
its obligations under the Transaction Documents.


 


Minimum Principal Payment Amount:  Except as set forth in an applicable
Supplement for any Series of Outstanding Notes for any Payment Date, the
excess, if any, of (x) the then aggregate unpaid principal balance of such
Series over (y) the Minimum Targeted Principal Balance for such Series for
such Payment Date.


 


Minimum Targeted Principal Balance:  This term shall have the meaning set forth, if
applicable, in the related Supplement.


 


Moody’s: 
Moody’s Investors Service, Inc., and any successor thereto.


 


Net Book Value: 
As of any date of determination, with respect to any Managed Container
that is not subject to a Finance Lease, the Original Equipment Cost less
accumulated depreciation based on (i) straight-line depreciation over
twelve (12) years with a remaining residual value per the schedule set forth on
Exhibit D to the Indenture or (ii) any other depreciation method used
by the Manager which is more conservative (i.e., which provides for greater
annual depreciation or a lower remaining residual value), and with respect to
any Eligible Container subject to a Finance Lease, one hundred percent (100%)
of the net book value of such Finance Lease, as determined in accordance with
GAAP.


 


21

















 


Net Operating Income:  For any
Collection Period, an amount equal to the excess (if any) of (i) the
Container Revenues actually received during such Collection Period, over (ii) the
Direct Operating Expenses accrued during such Collection Period.


 


Note Owners:  With respect
to a Global Note, the Person who is the owner of such Global Note, as reflected
on the books of (i) the Depositary (a direct participant) or (ii) a
Person maintaining an account with the Depositary (an indirect participant).


 


Note Purchase Agreement: 
Any underwriting agreement or other purchase agreement for the Notes of
any Class or Series as each such agreement may be amended, modified
or supplemented from time to time in accordance with its terms.


 


Note Register: 
This term shall have the meaning set forth in Section 205 of the
Indenture.


 


Note Registrar: 
This term shall have the meaning set forth in Section 205 of the
Indenture.


 


Noteholder: 
The Person in whose name a Note is registered in the Note Register.


 


Notes:  Any one of
the promissory notes or other securities executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form attached to the related Supplement.


 


Officer’s Certificate: 
A certificate signed by a duly authorized officer of the Person who is
required to sign such certificate.


 


Opinion of Counsel: 
A written opinion of counsel, who, unless otherwise specified, may be
counsel employed by the Issuer, the Seller or the Manager, in each case
reasonably acceptable to the Person or Persons to whom such Opinion of Counsel
is to be delivered. The counsel rendering such opinion may rely (i) as to
factual matters on a certificate of a Person whose duties relate to the matters
being certified, and (ii) insofar as the opinion relates to local law
matters, upon opinions of local counsel.


 


Original Equipment Cost: 
With respect to any Container, an amount equal to the sum of (i) the
greater of (A) the vendor’s or manufacturer’s invoice price of such
Container and (B) with respect to those Containers owned by TAL, TOL and
TOCC immediately prior to the Closing Date that were acquired by TAL, TOL, or
TOCC prior to November 4, 2004 through an asset purchase or other
acquisition, the purchase price allocated to a Container by TAL, TOL, or TOCC,
as applicable in the acquisition of such Container, plus (ii) reasonable
and customary inspection, transport and initial positioning costs necessary to
put such Container in service not to exceed three percent (3%) of the amount
described in clause (i) above, plus (iii) the cost of any Capital
Improvements made to such Container, by, or on behalf of, the Issuer which
expenditures are capitalized in accordance with GAAP, provided
however, that the aggregate amount of Capital Improvements that may
be included in the calculation of the Aggregate Net Book Value as of any date
of determination may not exceed an amount equal to five percent (5%) of the
Aggregate Net Book Value, plus (iv) reasonable acquisition fees and other
fees not to exceed two and one half percent (2.5%) of the amount described in
clause (i) above.


 


Outstanding: 
When used with reference to the Notes and as of any particular date, any
Note theretofore or thereupon being authenticated and delivered except:


 


(i)            any
Note cancelled by the Indenture Trustee or proven to the satisfaction of the
Indenture Trustee to have been duly cancelled by the Issuer at or before said
date;


 


22

















 


(ii)           any
Note, or portion thereof, called for payment or redemption for which monies
equal to the principal amount or redemption price thereof, as the case may be,
with interest to the date of maturity or redemption, shall have theretofore
been deposited with the Indenture Trustee (whether upon or prior to maturity or
the redemption date of such Note);


 


(iii)          any
Note in lieu of or in substitution for which another Note shall subsequently
have been authenticated and delivered; and


 


(iv)          for
purposes of determining which Notes are entitled to vote with respect to a
particular matter, any Note held by the Issuer, the Seller or any Affiliate of
either the Issuer or the Seller;


 


provided, however, that notwithstanding the foregoing, any
Note on which any portion of principal or interest has been paid by any Series Enhancer
pursuant to any Enhancement Agreement shall be considered to be Outstanding
until such Series Enhancer has been reimbursed in full therefor in
accordance with the terms of the related Insurance Agreement.


 


Outstanding Obligations: 
As of any date of determination an amount equal to the sum of (i) the
then outstanding principal balance of, and accrued interest payable on, all
notes issued under the Indenture or any supplement thereto or any note purchase
agreement, (ii) all other amounts owing to holders of Outstanding notes or
to any person under the Indenture or any supplement thereof, including without
limitation any amounts owed by the Issuer to any Series Enhancer, (iii) amounts
owing by the Issuer under any Interest Rate Hedge Agreement, (iv) amounts
owing by the Issuer under any Currency Hedge Agreement and (v) any other
amounts owing to any Series Enhancer under any Transaction Document.


 


Owner:  This term has
the same meaning as Issuer.


 


Ownership Interests: 
An ownership interest in a Global Note.


 


Payment Date: 
The 20th day of each month (or, if such 20th day is not a
Business Day, the next succeeding Business Day), commencing on April 21,
2008.


 


Permanent Regulation S Global Notes: 
The permanent book-entry notes in fully registered form without coupons
that are exchangeable for Temporary Regulation S Global Notes after the
expiration of the 40-day distribution compliance period and which will be
registered with the Depositary.


 


Permitted Business: The marine container leasing business and any business
that is the same as or similar, reasonably related, complementary, ancillary or
incidental to the marine container leasing business, including, but not limited
to, the leasing of chassis.  The
container logistics business, the container purchase and resale business, and the
static storage business, all as currently engaged in by TAL International
Group, TAL or their respective Subsidiaries on the Closing Date are also deemed
to be a Permitted Business.  For the
avoidance of doubt, all activities contemplated by the Transaction Documents
shall be deemed to be a “Permitted Business” hereunder.


 


Permitted Encumbrance: 
Any of the following:


 


(i)            Liens
for taxes, assessments or governmental charges or levies not yet delinquent or
Liens for taxes, assessments or governmental charges or levies being contested
in good faith and by appropriate proceedings for which adequate cash reserves
have been established in accordance with GAAP;


 


23

















 


(ii)           Liens
in respect of property or assets of the Issuer or any of its Subsidiaries imposed
by law which have not arisen to secure Indebtedness for borrowed money, such as
carriers’, seamen’s, stevedores’, wharfinger’s, depot operators’, transporters’,
warehousemens’, mechanics’, landlord’s, suppliers’, repairmen’s or other like
Liens, and relating to amounts not yet due or which shall not have been overdue
for a period of more than thirty (30) days or which are being contested in good
faith by appropriate proceedings for which adequate cash reserves have been
established in accordance with GAAP;


 


(iii)          Liens
created pursuant to the terms of the Indenture and the other Transaction
Documents;


 


(iv)          Liens
arising from judgments, decrees or attachments in respect of which the Issuer
shall in good faith be prosecuting an appeal or proceedings for review and in
respect of which there shall have been secured a subsisting stay of execution
pending such appeal or proceedings (including in connection with the deposit of
cash or other property in connection with the issuance of stay and appeal
bonds);


 


(v)           licenses,
sublicenses, leases or subleases (including Leases) granted by, or on behalf
of, the Issuer to third Persons in the ordinary course of business;


 


(vi)          Liens
arising from or related to precautionary UCC or like personal property security
financing statements regarding operating leases (if any) entered into by the
Issuer as lessor in the ordinary course of business;


 


(vii)         Liens
in favor of customs or revenue authorities arising as a matter of law to secure
payment of customs duties not past due in connection with the importation of
goods;


 


(viii)        Liens
arising solely by virtue of any statutory or common law provision relating to
bankers’ liens, rights of set off or similar rights and remedies as to deposit
accounts or other funds maintained with a creditor depository institution; and


 


(ix)           Liens
of any lessee under any Finance Lease;


 


provided,
however, that any
proceedings of the type described in clauses (i), (iv) or (vii) above
would not reasonably be expected to subject any Series Enhancer, the
Indenture Trustee, any Eligible Hedge Counterparty or the Noteholders to any
civil or criminal penalty or liability or involve any risk of loss, sale or
forfeiture of any portion of the Collateral that would result in an Asset Base
Deficiency.


 


Permitted
Payment Date Withdrawals:  For any Payment Date, one of
the following:


 


(1)           for
any Payment Date other than the Legal Final Maturity Date, the aggregate amount
of the interest and any arrearages thereof payable on such Payment Date; or


 


(2)           for
(i) the Legal Final Maturity Date or (ii) any date on which an Event
of Default has occurred and is then continuing and any Outstanding Notes have
been accelerated in accordance with the provisions of the Indenture, an amount
equal to the sum of (x) the aggregate amount of the interest and
arrearages thereof payable on such Payment Date and (y) the then Aggregate
Note Principal Balance.


 


24

















 


Person: 
An individual, a partnership, a limited liability company, a corporation,
a joint venture, an unincorporated association, a joint-stock company, a trust,
or other entity or a Governmental Authority.


 


Plan:  An “employee
pension benefit plan”, as such term is defined in Section 3(2) of
ERISA which is subject to Title IV of ERISA.


 


Predecessor Container: 
This term shall have the meaning set forth in Section 3.04 of the
Contribution and Sale Agreement.


 


Premium: 
The fee or premium payable to any Series Enhancer for guaranteeing
the Notes of any Series, as such amount is set forth in the Enhancement
Agreement.


 


Prepayment: 
Any mandatory or optional prepayment of principal of the Notes prior to
the Expected Final Maturity Date of such Series of Notes made in
accordance with the terms of the Indenture.


 


Prime Rate: 
The rate announced by Citibank, N.A., from time to time, as its “prime
rate” or “base rate” in the United States, such rate to change as and when such
designated rate changes. The Prime Rate is not necessarily the lowest rate of
interest charged by Citibank, N.A. in connection with extensions of credit to
debtors.


 


Principal Terms: 
With respect to any Series, (i) the name or designation of such
Series; (ii) the initial principal amount of the Notes to be issued for
such Series (or method for calculating such amount); (iii) the
interest rate to be paid with respect to each Class of Notes for such Series (or
method for the determination thereof); (iv) the Payment Date and the date
or dates from which interest shall accrue and on which principal is scheduled
to be paid; (v) the designation of any Series Accounts and the terms
governing the operation of any such Series Accounts; (vi) the terms
of any form of Series Enhancement with respect thereto; (vii) the
Expected Final Maturity Date (if any) and the Legal Final Maturity Date for the
Series; (viii) the number of Classes of Notes of the Series and, if
the Series consists of more than one Class, the rights and priorities of
each such Class; (ix) the priority of such Series with respect to any
other Series; (x) the Control Party with respect to such Series and
the Rating Agencies, if any, for such Series; (xi) those items constituting
Priority Payments; (xii) the designation of such Series as either a Term
Note or a Warehouse Note; and (xiii) any other terms of such Series.


 


Priority Payments: 
For each Series of Notes then Outstanding on any Payment Date, all
amounts to be paid from the related Series Account on such Payment Date
which represent payments of (i) interest (but not Default Fees or any
other interest expressly excluded pursuant to the terms of the Supplement for
such Series) on such Series of Notes, (ii) commitment fees payable to
the Holders of such Series of Notes and (iii) if any of the amounts
set forth in clauses (i) or (ii) are paid by a Series Enhancer,
then any reimbursement obligations of the Issuer to such Series Enhancer
in respect of such payments, including interest thereon, shall be a Priority
Payment for such Series and paid to such Series Enhancer to the
extent that such payment would not cause a shortfall in other Priority Payments
for the Noteholders of such Series.


 


Proceeding: 
Any suit in equity, action at law, or other judicial or administrative
proceeding.


 


Proceeds:  “Proceeds”,
as such term is defined in the UCC.


 


Prospective Owner: 
This term shall have the meaning set forth in Section 205(j) of
the Indenture.


 


25

















 


Rating Agency or Rating
Agencies:  With respect to any
outstanding Series or Class, each statistical rating agency (if any)
selected by the Issuer with the approval of any Series Enhancer for such Series to
rate such Series or Class and that has an outstanding rating with
respect to such Series or Class. Each such Rating Agency shall be
identified in the related Supplement.


 


Rating Agency Condition: 
With respect to any action to be taken or proposed to be taken, each
Rating Agency having notified the Issuer, or the Manager, in writing that such
action will not result in a 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.


 


Receivables Threshold: 
As of any date of determination, means the lesser of (i) $5.5
million and (ii) 0.55% of the Aggregate Net Book Value as of such date of
determination.


 


Record Date: 
With respect to any Payment Date, unless otherwise specified in a
Supplement, the last Business Day of the Interest Accrual Period ending on the
day preceding such Payment Date.


 


Regulation S Global Notes: Collectively, the Permanent
Regulation S Global Notes and the Temporary Regulation S Global Notes.


 


Reimbursement
Amount:  All amounts owed by the Issuer to a Series Enhancer under the
related Enhancement Agreement and the other Transaction Documents.


 


Related Assets: 
With respect to any Transferred Container, all of the following:  (i) all Casualty Proceeds, Sales
Proceeds and Container Revenues accrued as of the related Transfer Date, (ii) all
right, title and interest in and to, but none of the obligations under, any
agreement with the manufacturer of such Container or any third party with
respect to such Container, and all amendments, additions and supplements made
with respect to such Container, (iii) all right, title and interest in and
to any Lease Agreement to which such Container is subject (to the extent, but
only to the extent) that Lease Agreement relates to such Container), including,
without limitation, the Seller’s interest under all amendments, additions and
supplements thereto, (iv) all other security interests or liens and
property subject thereto from time to time purporting to secure payment of a
Lease Agreement (to the extent, but only to the extent, attributable to such Container),
(v) all letters of credit, guarantees, Supporting Obligations and other
agreements or arrangements of whatever character from time to time supporting
or securing payment of any Lease Agreement (to the extent, but only to the
extent, attributable to such Container), (vi) any insurance proceeds
received with respect to such Container, (vii) all books and records
relating to such Container, (viii) all payments, proceeds and income of
the foregoing or related thereto; (ix) any agreement with the manufacturer
of such Container, and all amendments, additions and supplements made with
respect to such Container, to the extent, but only to the extent, relating to
such Container; and (x) all rights under UCC financing statements or
documents of similar import evidencing a security interest in favor of the
Seller with respect to such Container (including any such financing statement
filed pursuant to Section 2.03(a)(iii) of the Contribution and Sale
Agreement).


 


Required Deposit Rating: 
With regard to an institution, the short-term unsecured senior debt
rating of such institution is in the highest category by each Rating Agency, or
if no Series is rated, by each of S&P and Moody’s.


 


Requisite Global Majority: 
As of any date of determination, the determination of whether a
Requisite Global Majority exists with respect to a particular course of action
shall be determined in accordance with Section 503 of the Indenture.


 


26

















 


Responsible Officer: 
When used with respect to the Indenture Trustee, any officer assigned to
the Corporate Trust Office (or any successor thereto), including any Vice
President, Assistant Vice President, Trust Officer, any Assistant Secretary,
any trust officer or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and having direct responsibility for the administration of the
Indenture.


 


Restricted Cash Account: 
This term shall have the meaning set forth in Section 306 of the
Indenture.


 


Restricted Cash Amount: 
As of any Payment Date, the amount required to be deposited or
maintained in the Restricted Cash Account, which shall be equal to (A) prior
to the Restricted Cash Effective Date, zero; or (B) at all other times on
and following the Restricted Cash Effective Date, the product of (a) five
(5), (b) one-twelfth (1/12), (c) the weighted average (based on
unpaid principal balance) of the annual rates of interest payable by the Issuer
on all Notes then Outstanding (or, to the extent that an Interest Rate Hedge
Agreement is in effect with respect to all, or a portion of, such principal
balances, the interest rate payable by the Issuer on such Interest Rate Hedge
Agreement) and (d) the then Aggregate Note Principal Balance calculated
after giving effect to all principal payments actually paid on such date.


 


Restricted Cash Effective Date: 
The earlier to occur of either (x) the date the Series 2008-1
Notes cease to be the only Series of Notes Outstanding, and (y) the
date on which any Rating Agency issues a rating with respect to the Series 2008-1
Notes.


 


Rule 144A:  Rule 144A
under the Securities Act, as such rule may be amended from time to time.


 


Rule 144A Global Notes: The permanent book-entry notes in fully
registered form without coupons that represent the Notes sold in reliance on Rule 144A
and which will be registered with the Depositary.


 


S&P: 
Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc., and any successor thereto.


 


Sale:  This term
shall have the meaning set forth in Section 816 of the Indenture.


 


Sales Proceeds: 
With respect to any Managed Container that (i) has been sold to a
third party, or (ii) is the subject of a Casualty Loss, an amount equal to
the excess of (a) the gross proceeds of the sale or other disposition
(including any Last Lessee Damage Payment) of a Managed Container or Casualty
Proceeds, if any, received by the Manager in respect of a Managed Container,
over (b) commissions, administrative fees, handling charges, taxes,
reserves or other similar amounts paid, or to be paid, to Persons other than
the Manager in connection with the sale or other disposition as determined in
the sole discretion of the Manager; provided, however, that to the extent that any
such commission, administrative fees, handling charges or other similar amount
is to be paid to an Affiliate of the Manager, the amount of such fee or other
charge shall not exceed the amount that would have otherwise been payable to an
independent third party in an arms-length transaction.


 


Scheduled Principal Payment Amount: Except as
set forth in an applicable Supplement, for any Payment Date for any Series, the
excess, if any, of (x) the then unpaid principal balance of such Series of
Outstanding Notes (after giving effect to any payment of the Minimum Principal
Payment Amount for such Series on such Payment Date) over (y) the
Scheduled Targeted Principal Balance for such Series for such Payment
Date.


 


27

















 


Scheduled Targeted Principal Balance: This term shall have the meaning set
forth, if applicable, in the related Supplement.


 


Securities Act: 
The Securities Act of 1933, as amended from time to time.


 


Security Entitlements: 
This term shall have the meaning set forth in the UCC.


 


Securities Intermediary: 
The Person then acting as “securities intermediary” (as defined in Section 8-102(a)(14)
of the UCC) for any of the Trust Account, the Restricted Cash Account, the
Temporary Loss Account and any Series Accounts; initially, U. S. Bank
National Association.


 


Seller: 
TAL, and its successors and permitted assigns.


 


Series: 
Any series of Notes established pursuant to a Supplement.


 


Series Account: 
Any deposit, trust, escrow or similar account maintained for the benefit
of the Noteholders and any related Series Enhancer of any Series or
Class, if any, as specified in the related Supplement.


 


Series 2008-1 Supplement: 
The Series 2008-1 Supplement, dated March 27, 2008, issued
pursuant to, and incorporating the terms of, the Indenture.


 


Series Enhancement: 
The rights and benefits provided to the Noteholders of any Series or
Class pursuant to any letter of credit, surety bond, financial guaranty,
insurance policy, insurance agreement or other similar arrangement.  Neither the Guaranty (as defined in the Series 2008-1
Supplement) nor the subordination of any Class to another Class shall
be deemed to be Series Enhancement.


 


Series Enhancer: 
A Person then providing any Series Enhancement.


 


Series Issuance Date:  With
respect to any Series, the date on which the Notes of such Series are to
be originally issued in accordance with Section 1006 of the Indenture and
the related Supplement.


 


Servicing Standard:  This term
shall have the meaning set forth in Section 3.1 of the Management
Agreement.


 


Specialized Containers: 
All refrigerated containers, tank containers, special purposes
containers, open top containers, flat rack containers, bulk containers, high
cube containers (other than 40’ high cube dry containers), cellular palletwide
containers and all other types of containers other than standard dry cargo
containers.


 


State:  Any state of
the United States of America and, in addition, the District of Columbia.


 


Subject Note:  This term
shall have the meaning set forth in Section 205(l) of the Indenture.


 


Subservicer: This term shall have the meaning set forth in Section 2.2
of the Management Agreement.


 


Subservicing Agreement: This term shall have the meaning set
forth in Section 2.2 of the Management Agreement.


 


Subsidiary: 
A subsidiary of a Person means any corporation, association,
partnership, limited liability company, joint venture or other business entity
of which more than fifty percent (50.0%) of the 


 


28

















 


voting stock or other
equity interests (in the case of Persons other than corporations) is owned or
controlled directly or indirectly by such Person, or one or more of the
Subsidiaries of such Person, or a combination thereof.


 


Substitute Container: 
This term is defined in Section 3.04 of the Contribution and Sale
Agreement.


 


Supplement: 
Any supplement to the Indenture executed in accordance with Article X
of the Indenture.


 


Supplemental Principal Payment: 
This term shall have the meaning set forth in Section 702(a) of
the Indenture.


 


Supplemental Principal Payment
Amount:  On any Payment Date, the excess, if any, of (i) the
Aggregate Note Principal Balance (calculated after giving effect to any payment
of the Minimum Principal Payment Amount and the Scheduled Principal Payment
Amount for all Series of Notes then Outstanding on such Payment Date),
over (ii) the Asset Base on such Payment Date.


 


Supporting Obligation: 
This term shall have the meaning set forth in the UCC.


 


Systems/Organizational Establishment Expenses. The aggregate of all expenditures
(whether paid in cash or accrued as liabilities) by the Issuer in establishing,
implementing, integrating or replacing financial, information technology and
other similar systems of the Issuer.


 


TAL:  TAL International
Container Corporation, a Delaware corporation.


 


TAL International Group: 
TAL International Group, Inc., a Delaware corporation.


 


TOCC:  Trans Ocean
Container Corporation, a corporation organized under the laws of the State of
Delaware, and its successors and permitted assigns.


 


TOL:  Trans Ocean
Ltd., a corporation organized under the laws of the State of Delaware, and its
successors and permitted assigns.


 


Tape:  This term
shall have the meaning set forth in Section 3.10.3 of the Management
Agreement.


 


Taxes:  This term
shall have the meaning set forth in the related Supplement.


 


Temporary
Regulation S Global Notes: The temporary book-entry
notes in fully registered form without coupons that represent the Notes sold in
offshore transactions within the meaning of and in compliance with Regulation S
under the Securities Act and which will be registered with the Depositary.


 


Term:  This term
shall have the meaning set forth in Section 6.1.1 of the Management
Agreement.


 


Term Note: 
Any Note that pays principal and interest on each Payment Date from and
after its date of issuance.


 


Transaction Documents: 
Any and all of the Indenture, each Supplement, each Enhancement
Agreement, each Insurance Agreement, the Notes, the Management Agreement, the
Contribution and Sale Agreement, each Note Purchase Agreement, the
Administration Agreement, the Interest Rate Hedge Agreements (upon execution
thereof), the Currency Hedge Agreements (upon execution thereof), all other 


 


29

















 


transaction documents and
any and all other agreements, documents and instruments executed and delivered
by or on behalf of support of Issuer with respect to the issuance and sale of
the Notes, as any of the foregoing may from time to time be amended, modified,
supplemented or renewed.


 


Transfer Date: 
The date on which a Container is contributed or sold by the Seller to
the Issuer pursuant to the terms of the Contribution and Sale Agreement.


 


Transferee:  This term shall have the meaning set forth in
Section 205(1) of the Indenture.


 


Transferred Assets: 
Transferred Containers and Related Assets collectively.


 


Transferred Container: 
A Container transferred by the Seller to the Issuer.


 


Transferred Note:  This term shall have the meaning set forth in
Section 205(1) of the Indenture.


 


Trust Account: 
The account or accounts established pursuant to Section 302 of the
Indenture.


 


UCC:  The Uniform
Commercial Code as in effect in the State of New York.  In the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of
Indenture Trustee’s security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, the term UCC shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions relating to such
attachment, perfection of priority and for purposes of definitions related to
such provisions.


 


UNIDROIT Convention:  Any
convention promulgated by the International Institute for the Unification of
Private Law specifically dealing with interests in shipping containers.


 


Warehouse Notes:  Any Series of
the Notes which contain (or the related Supplement for which contains or the
related Note Purchase Agreement for which contains) provisions whereby (x) the
Issuer may request additional fundings from the related Noteholders from time
to time and (y) the unpaid principal balances of such Notes are not
scheduled to amortize for some specified period of time.  If the Conversion Date of a Series of
Warehouse Notes has occurred, such Series shall no longer be considered an
Outstanding Series of Warehouse Notes but shall instead be considered an
Outstanding Series of Term Notes.


 


Warranty Purchase Amount: 
With respect to any Managed Container, an amount equal to the excess of (i) the
Net Book Value of such Managed Container on the date which the Issuer acquired
such Container from the Seller pursuant to the Contribution and Sale Agreement,
less (ii) the aggregate amount of Net Operating Income received by the
Issuer with respect to such Managed Container since the date on which the
Issuer acquired such Managed Container.


 


Weighted Average Age: 
For any date of determination, an amount that shall be determined to the
following equation:


 




	
   

  	
  WAA =

  	
   

  	
   (Un x AAn x EUn)

  	
   

  
	
   

  	
   

  	
   (Un x EUn)

  	
   

  






 


where:


 


	
   

  	
  WAA

  	
  =

  	
  Weighted Average Age

  
	
   

  	
  N

  	
  =

  	
  Type of unit (which
  shall be determined by reference to the list below)

  
	
   

  	
  Un

  	
  =

  	
  Number of Managed
  Container units of type n

  



 


30

















 


	
   

  	
  AAn

  	
  =

  	
  Average age in years of
  Managed Container units of type n (as determined from the date of the initial
  sale of such Managed Container units by the manufacturer thereof)

  
	
   

  	
  EUn

  	
  =

  	
  “EU Factor” for Managed
  Container units of type n (which shall be determined by reference to the
  chart below)

  



 


For the purpose of the
foregoing equation, the variable “n” shall be one of the following unit
types:  (i) 20DC; (ii) 40DC; (iii) 40HC;
(iv) 45MC; (v) 20RF; (vi) 40HR; (vii) 40RF; (viii) GENS;
(ix) 20FR; (x) 40FR; (xi) 20OT; and (xii) 40OT.


 


The foregoing equation is
intended to calculate the Weighted Average Age of the Managed Containers. The
calculation considers the year of manufacture for each unit, and by type of
unit.  In addition, the calculation
treats each unit type by their EU Factor, as determined by the EU chart listed
below.


 


For the purpose of the
foregoing equation, the variable “EUn” with respect to a
particular unit type “n” shall be equal to the value set forth in the chart
below under the heading “EU Factor” opposite the appropriate unit type “n”:


 


	
   

  	
  Unit Type

  	
   

  	
  EU
  Factor

  	
   

  	
   

  
	
   

  	
  20DC

  	
   

  	
  1.00

  	
   

  	
   

  
	
   

  	
  40DC

  	
   

  	
  1.60

  	
   

  	
   

  
	
   

  	
  40HC

  	
   

  	
  1.68

  	
   

  	
   

  
	
   

  	
  45MC

  	
   

  	
  2.02

  	
   

  	
   

  
	
   

  	
  20RF

  	
   

  	
  8.00

  	
   

  	
   

  
	
   

  	
  40HR

  	
   

  	
  10.00

  	
   

  	
   

  
	
   

  	
  40RF

  	
   

  	
  10.00

  	
   

  	
   

  
	
   

  	
  GENS

  	
   

  	
  5.00

  	
   

  	
   

  
	
   

  	
  20FR

  	
   

  	
  1.90

  	
   

  	
   

  
	
   

  	
  40FR

  	
   

  	
  3.00

  	
   

  	
   

  
	
   

  	
  20OT

  	
   

  	
  1.30

  	
   

  	
   

  
	
   

  	
  40OT

  	
   

  	
  2.20

  	
   

  	
   

  



 


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