The Series Enhancer is a third
party beneficiary of this Supplement and shall be entitled to rely on all
representations, warranties, covenants and agreements contained herein, and in
the Indenture to the extent related hereto, as if made directly to it and as if
it were a party hereto and shall have full power and authority to enforce the
obligations of the parties hereunder.
[Signature page follows.]
30
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Supplement to be duly executed and delivered all as of the day and year
first above written.
TAL ADVANTAGE I LLC, as Issuer
By: TAL International Container
Corporation, its Manager
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, not
individually but solely as Indenture
Trustee
By:
Name:
Title:
SERIES 2006-1 SUPPLEMENT
EXHIBIT A-1
FORM OF 144A GLOBAL NOTE
UNLESS THIS SERIES 2006-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRANSFEROR
OF SUCH NOTE (THE "TRANSFEROR") OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SERIES 2006-1 NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SERIES 2006-1 NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SERIES 2006-1 NOTE, AGREES THAT SUCH SERIES 2006-1 NOTE MAY BE RESOLD, PLEDGED
OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND
(1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE
ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A) THAT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR," WITHIN THE MEANING OF RULE 501(A)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING DELIVERY OF SUCH
SERIES 2006-1 NOTE IN AN AMOUNT OF AT LEAST $100,000 (OR, IF GREATER, THE U.S.
DOLLAR EQUIVALENT OF 50,000 EUROS) AND DELIVERS A PURCHASER LETTER TO THE
INDENTURE TRUSTEE IN THE FORM ATTACHED TO THE SUPPLEMENTS OR (B) THAT IS TAKING
DELIVERY OF SUCH SERIES 2006-1 NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS