EXHIBIT 10.1 CREDIT AGREEMENT Dated as of November 3, 2004Credit Agreement • June 30th, 2005 • TAL International Group, Inc.
EXHIBIT 10.8 TAL INTERNATIONAL GROUP, INC. INVESTOR SUBSCRIPTION AGREEMENT THIS INVESTOR SUBSCRIPTION AGREEMENT, dated as of November 3, 2004 (this "Agreement"), is made by and among TAL International Group, Inc., a Delaware corporation (the...Subscription Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
EXHIBIT 10.16 STOCK OPTION AGREEMENT The Participant has been granted an Option by TAL International Group, Inc. (the "Company") under the terms of the TAL International Group, Inc. 2004 Management Stock Plan (the "Plan"). The Option shall be subject...Stock Option Agreement • June 30th, 2005 • TAL International Group, Inc.
RECITALSIntercreditor Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") dated November 3, 2004, is made by and between TAL International Group, Inc. (the "Company") and Brian M. Sondey ("Executive"). WHEREAS, the Company desires to employ...Employment Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
WITNESSETH: -----------Tax Sharing Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
R E C I T A L S ---------------Credit Agreement • June 30th, 2005 • TAL International Group, Inc.
EXHIBIT 10.3 THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT IN THE MANNER AND TO THE EXTENT SET FORTH IN AN INTERCREDITOR AGREEMENT DATED AS OF NOVEMBER 3, 2004 AMONG TAL INTERNATIONAL GROUP, INC., CERTAIN OF ITS...Credit Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
EXHIBIT 10.17 STOCK OPTION AGREEMENT The Participant has been granted an Option by TAL International Group, Inc. (the "Company") under the terms of the TAL International Group, Inc. 2004 Management Stock Plan (the "Plan"). The Option shall be subject...Stock Option Agreement • June 30th, 2005 • TAL International Group, Inc.
EXHIBIT 10.10 THE JORDAN COMPANY, L.P. MANAGEMENT CONSULTING AGREEMENT THIS MANAGEMENT CONSULTING AGREEMENT ("Agreement"), is executed as of November 3, 2004 by and among The Jordan Company, L.P. (the "Consultant"), TAL International Group, Inc., a...Management Consulting Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
AMENDMENT NO. 2TAL International Group, Inc. • June 30th, 2005 • New York
AMENDMENT NO. 1TAL International Group, Inc. • June 30th, 2005 • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT by and between TA LEASING HOLDING CO, INC.,Stock Purchase Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
EXHIBIT 10.11 MANAGEMENT ADVISORY AGREEMENT THIS MANAGEMENT ADVISORY AGREEMENT ("Advisory Agreement"), is executed as of November 3, 2004 by and among Klesch & Company Limited (the "Advisor"), TAL International Group, Inc., a Delaware corporation (the...Management Advisory Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
