NOTE PURCHASE AGREEMENT Dated as of June 28, 2010 among TAL ADVANTAGE IV LLC as Issuer TAL INTERNATIONAL CONTAINER CORPORATION as Manager WELLS FARGO SECURITIES, LLC as Initial Purchaser (TAL ADVANTAGE IV LLC - FIXED RATE SECURED NOTES, SERIES 2010-1)Note Purchase Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
NOTE PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in accordance with its terms, the “Agreement”), dated as of June 28, 2010, by and among:
CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of June 28, 2010 (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 IV LLC (together with its permitted successors and assigns, the “Issuer”), a limited liability company organized under the laws of Delaware.
TAL ADVANTAGE IV LLC Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, Indenture TrusteeIndenture • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This Indenture, dated as of June 28, 2010 (as amended, modified or supplemented from time to time as permitted hereby, this “Indenture”), between TAL ADVANTAGE IV 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 • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This MANAGEMENT AGREEMENT, dated as of June 28, 2010 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), between TAL ADVANTAGE IV 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”).
TRANSITION AGENT AGREEMENTTransition Agent Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This Transition Agent Agreement, dated as of June 28, 2010 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is between Wells Fargo Bank, National Association, a national banking association (together with its successors and permitted assigns, the “Transition Agent”), TAL International Container Corporation, a Delaware corporation (the “Manager”), and TAL Advantage IV LLC, a Delaware limited liability company (the “Issuer”).
AGREEMENTAgreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS AGREEMENT, dated as of June 1, 2010 (the “Agreement”), is by and among TAL International Group, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company set forth on the signature pages hereto (the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective definitions ascribed thereto in the Shareholders Agreement (as defined below).
AMENDMENT NO. 3 TO INDENTURETAL International Group, Inc. • July 30th, 2010 • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 3, dated as of July 16, 2010 (the “Amendment”), to the Indenture (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”).
AMENDMENT NO. 2 TO INDENTURETAL International Group, Inc. • July 30th, 2010 • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 2, dated as of June 21, 2010 (the “Amendment”), to the Indenture (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 the Requisite Global Majority.
AMENDMENT NO. 4 TO SERIES 2009-1 SUPPLEMENTTAL International Group, Inc. • July 30th, 2010 • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 4, dated as of June 21, 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 Wells Fargo Bank, National Association, as Control Party for Series 2009-1 (“WFBNA”).
AMENDMENT 6 TO SERIES 2009-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT 6, dated as of July 16, 2010 (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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Purchaser (“WFBNA”), ABN AMRO BANK N.V. (f/k/a FORTIS BANK (NEDERLAND) N.V.), as a Purchaser, DVB BANK S.E., as a Purchaser, and SUNTRUST BANK, N.A. and THREE PILLARS FUNDING, LLC, jointly as a Purchaser.
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 1, dated as of July 16, 2010 (the “Amendment”), to the Management Agreement (as defined below), is entered into by TAL Advantage III LLC, a Delaware limited liability company (the “Owner” or the “Issuer”), and TAL International Container Corporation, a Delaware corporation (the “Manager”).
TAL ADVANTAGE IV LLC Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture TrusteePurchase Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS SERIES 2010-1 SUPPLEMENT, dated as of June 28, 2010 (as amended, modified and supplemented from time to time in accordance with the terms hereof, this “Supplement”), is between TAL ADVANTAGE IV 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 5 TO SERIES 2009-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT 5, dated as of June 21, 2010 (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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Purchaser (“WFBNA”), FORTIS BANK (NEDERLAND) N.V., as a Purchaser and DVB BANK S.E., as a Purchaser.
AMENDMENT NO. 5 TO SERIES 2009-1 SUPPLEMENTTAL International Group, Inc. • July 30th, 2010 • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 5, dated as of July 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”).
