CONTRIBUTION AND SALE AGREEMENT between TAL INTERNATIONAL CONTAINER CORPORATION, and TAL ADVANTAGE II LLC Dated as of March 27, 2008Contribution and Sale Agreement • May 9th, 2008 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 27, 2008 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), is entered into between TAL INTERNATIONAL CONTAINER CORPORATION (together with its permitted successors and assigns, the “Seller”), a Delaware corporation, and TAL ADVANTAGE II LLC (together with its permitted successors and assigns, the “Issuer”), a limited liability company organized under the laws of Delaware.
TAL ADVANTAGE II LLC Issuer and U.S. BANK NATIONAL ASSOCIATION, Indenture Trustee INDENTURE Dated as of March 27, 2008Indenture • May 9th, 2008 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This Indenture, dated as of March 27, 2008 (as amended, modified or supplemented from time to time as permitted hereby, this “Indenture”), between TAL ADVANTAGE II LLC, a limited liability company organized under the laws of Delaware (the “Issuer”), and U.S. Bank National Association, a national banking association, as the Indenture Trustee (the “Indenture Trustee”).
GUARANTYGuaranty • May 9th, 2008 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
GUARANTY (this “Guaranty”), dated as of March 27, 2008, is made by TAL INTERNATIONAL GROUP, INC., a corporation organized under the laws of the State of Delaware (together with its successors and assigns, the “Guarantor”).
MANAGEMENT AGREEMENT between TAL INTERNATIONAL CONTAINER CORPORATION Manager and TAL ADVANTAGE II LLC Owner Dated as of March 27, 2008Management Agreement • May 9th, 2008 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This MANAGEMENT AGREEMENT, dated as of March 27, 2008 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), between TAL ADVANTAGE II LLC, a limited liability company organized and existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Owner” or the “Issuer”) and TAL INTERNATIONAL CONTAINER CORPORATION, a Delaware corporation (together with its successors and permitted assigns, “Manager”).
TAL ADVANTAGE II LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee SERIES 2008-1 SUPPLEMENT Dated as of March 27, 2008 to INDENTURE Dated as of March 27, 2008 SERIES 2008-1 FLOATING RATE SECURED NOTESIndenture • May 9th, 2008 • TAL International Group, Inc. • Services-equipment rental & leasing, nec
This SERIES 2008-1 SUPPLEMENT, dated as of March 27, 2008 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Supplement”), is between TAL ADVANTAGE II LLC, a limited liability company organized under the laws of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).
SERIES 2008-1 NOTE PURCHASE AGREEMENT DATED AS OF MARCH 27, 2008 BETWEEN TAL ADVANTAGE II LLC, AS ISSUER, THE NOTEHOLDERS FROM TIME TO TIME PARTY HERETO AND THE OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO TAL ADVANTAGE II LLC SERIES...Note Purchase Agreement • May 9th, 2008 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This SERIES 2008-1 NOTE PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in accordance with its terms, this “Agreement”), dated as of March 27, 2008, is entered into by and among:
