FIRST SUPPLEMENTAL
INDENTURE
FIRST SUPPLEMENTAL INDENTURE , dated as of June 26,
2007 (this “ First Supplemental Indenture ”),
between TAL Advantage I LLC, a limited liability company organized
under the laws of Delaware (the “ Issuer ”) and
U.S. Bank National Association, a national banking association
organized under the laws of the United States, as indenture trustee
(the “ Indenture Trustee ”).
WHEREAS,
the Issuer and the Indenture Trustee are parties to an amended and
restated indenture, dated as of April 12, 2006 (the “
Indenture ”), providing, among other things, for the
authentication, delivery and administration of the Notes described
therein;
WHEREAS,
pursuant to Article X of the Indenture and subject to
certain conditions stated therein, the Issuer and the Indenture
Trustee may enter into a supplemental indenture in order to amend
the Indenture; and
WHEREAS,
the Issuer desires to amend the Indenture in accordance with the
terms and conditions set forth below;
NOW
THEREFORE, in consideration of the foregoing premises, the parties
mutually agree as follows:
SECTION 1.1.
Defined Terms . Terms for which meanings are provided in the
Indenture are, unless otherwise defined herein or the context
otherwise requires, used in this First Supplemental Indenture with
such meanings.
Amendments to The
Indenture
SECTION 2.1.
Subject to the satisfaction of the conditions specified in
Article III below and effective as of the First
Supplemental Indenture Effective Date (as defined herein), the
Indenture shall be amended as follows:
(a)
Amendments to Appendix A (Master Index of Defined
Terms) .
(i) Definition
of “Concentration Limits” . Paragraph
“(h)” of the definition of “Concentration
Limits” is amended to the extent it contains reference to
Schedule I , which is amended as set forth
below.
(ii) Definition
of “Concentration Limits” . Appendix A
to the Indenture is hereby amended by replacing the period at the
end of paragraph “(h)” with a semicolon followed by the
word “and” and inserting the following paragraph
“(i)” immediately after paragraph “(h)” of
the definition of “Concentration Limits”
thereof:
“(i)
Maximum Concentration of any Ten Lessees . The sum of the
Net Book Values of all Eligible Containers then on lease to any ten
lessees shall not exceed eighty five percent (85%) of the then
Aggregate Net Book Value; provided, however, that if two or more
lessees shall engage in any transaction (whether through merger,
consolidation, stock sale, asset sale or otherwise) pursuant to
which a lessee 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 other lessees who, together with the
transacting lessees (with the transacting lessees treated as a
single lessee for the purpose of this clause (B)), have the ten
most Managed Containers then on lease with the Issuer (measured by
Net Book Value) and (y) the denominator of which
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