CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • March 1st, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of October 23, 2009 (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 III LLC (together with its permitted successors and assigns, the “Issuer”), a limited liability company organized under the laws of Delaware.
TAL ADVANTAGE III LLC Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, Indenture TrusteeIndenture • March 1st, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This Indenture, dated as of October 23, 2009 (as amended, modified or supplemented from time to time as permitted hereby, this “Indenture”), between TAL ADVANTAGE III LLC, a limited liability company organized under the laws of Delaware (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the Indenture Trustee (the “Indenture Trustee”).
MANAGEMENT AGREEMENTManagement Agreement • March 1st, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This MANAGEMENT AGREEMENT, dated as of October 23, 2009 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), between TAL ADVANTAGE III 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”).
SERIES 2009-1 NOTE PURCHASE AGREEMENT DATED AS OF OCTOBER 23, 2009 BETWEEN TAL ADVANTAGE III LLC, AS ISSUER, THE NOTEHOLDERS FROM TIME TO TIME PARTY HERETO AND THE OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO TAL ADVANTAGE III LLC...Note Purchase Agreement • March 1st, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This SERIES 2009-1 NOTE PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in accordance with its terms, this “Agreement”), dated as of October 23, 2009, is entered into by and among:
AMENDMENT 1 TO SERIES 2009-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 1st, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT 1, dated as of December 21, 2009 (the “Amendment”), is to the Series 2009-1 Note Purchase Agreement, dated as of October 23, 2009 (as amended, supplemented and otherwise modified from time to time in accordance with its terms, the “Agreement”), among TAL ADVANTAGE III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchaser (“WBNA”), and WELLS FARGO SECURITIES, LLC, as Wachovia Deal Agent (“WFS”).
AMENDMENT NO. 1 TO SERIES 2009-1 SUPPLEMENTTAL International Group, Inc. • March 1st, 2010 • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 1, dated as of February 16, 2010 (the “Amendment”), to the Agreement (as defined below), is entered into by TAL Advantage III LLC, a Delaware limited liability company (the “Issuer”), Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), and consented to by Wachovia Bank N.A., as Control Party for Series 2009-1 (“WBNA”).
TAL ADVANTAGE III LLC Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture TrusteeTAL International Group, Inc. • March 1st, 2010 • Services-equipment rental & leasing, nec • New York
This SERIES 2009-1 SUPPLEMENT, dated as of October 23, 2009 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Supplement”), is between TAL ADVANTAGE III LLC, a limited liability company organized under the laws of Delaware (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).
AMENDMENT NO. 2 TO SERIES 2009-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 1st, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 2, dated as of February 16, 2010 (the “Amendment”), to the Agreement (as defined below), is entered into by TAL Advantage III LLC, a Delaware limited liability company (the “Issuer”), Wachovia Bank N.A., as a Purchaser and Control Party for Series 2009-1 (“WBNA”), and Wells Fargo Securities, LLC, as a Deal Agent for WBNA (in such capacity, a “Deal Agent”).
