NOTE PURCHASE AGREEMENT Dated as of February 20, 2013 among TAL ADVANTAGE V LLC as Issuer TAL INTERNATIONAL CONTAINER CORPORATION as Manager MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED RBS SECURITIES INC. RBC CAPITAL MARKETS, LLC as Initial...Note Purchase Agreement • April 30th, 2013 • 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 February 20, 2013, by and among:
CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • April 30th, 2013 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of February 27, 2013 (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 V LLC (together with its permitted successors and assigns, the “Issuer”), a limited liability company organized under the laws of Delaware.
MANAGEMENT AGREEMENTManagement Agreement • April 30th, 2013 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This MANAGEMENT AGREEMENT, dated as of February 27, 2013 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), between TAL ADVANTAGE V 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”).
SECURITY AGREEMENT among TAL INTERNATIONAL CONTAINER CORPORATION, and BANK OF AMERICA, N.A., AS COLLATERAL AGENT Dated as of March 12, 2013Security Agreement • April 30th, 2013 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
SECURITY AGREEMENT, dated as of March 12, 2013, made by TAL International Container Corporation, a Delaware corporation (together with its successors and permitted assigns, “Debtor”) in favor of Bank of America, N.A., as collateral agent for the benefit of the Secured Creditors (as defined below) (in such capacities and (in either case) together with any successor collateral agent, the “Collateral Agent”).
TRANSITION AGENT AGREEMENTTransition Agent Agreement • April 30th, 2013 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This Transition Agent Agreement, dated as of February 27, 2013 (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 V LLC, a Delaware limited liability company (the “Issuer”).
CREDIT AGREEMENT March 12, 2013 among TAL INTERNATIONAL CONTAINER CORPORATION, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, BANK OF AMERICA, N.A. as Administrative Agent and as Collateral Agent and MERRILL LYNCH, PIERCE, FENNER...Credit Agreement • April 30th, 2013 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This CREDIT AGREEMENT is made as of March 12, 2013 by and among TAL INTERNATIONAL CONTAINER CORPORATION, a corporation organized and existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and Bank of America, N.A. (“Bank of America”), as Administrative Agent and as Collateral Agent, (together with its successors and permitted assigns, the “Administrative Agent”).
TERMINATION AGREEMENTTermination Agreement • April 30th, 2013 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
This TERMINATION AGREEMENT (the “Agreement”) is made as of February 26, 2013, by and among The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Capital Partners Limited, Edgewater Private Equity Fund III, L.P., Edgewater Growth Capital Partners, L.P. (collectively, the “Investors”) and TAL International Group, Inc. (the “Company”).
GUARANTYCredit Agreement • April 30th, 2013 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to TAL INTERNATIONAL CONTAINER CORPORATION (the “Borrower”) by the lenders party to the Credit Agreement (the “Credit Agreement”) dated as of March 12, 2013, among the Borrower, Bank of America, N.A. as the administrative agent and the collateral agent (the “Agent”) and the other lenders party thereto (collectively the “Lenders”), each undersigned Guarantor (individually, the “Guarantor”, and collectively, the “Guarantors”) hereby severally furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:
TAL Advantage III LLC c/o TAL International Container CorporationTAL International Group, Inc. • April 30th, 2013 • Services-equipment rental & leasing, nec
In accordance with Section 2.3(a) of the Amended and Restated Note Purchase Agreement dated August 12, 2011, TAL Advantage III LLC (the “Issuer”) notifies you that effective as of thirty (30) days from the date of this letter the Issuer is reducing the Series 2009-1 Existing Commitment by $50,000,000 from $600,000,000 to $550,000,000 which will result in a pro-rata partial reduction in the Unused Existing Commitment of each Series 2009-1 Noteholder.
