0001331745-14-000047 Sample Contracts

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INDENTURE
Indenture • October 29th, 2014 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NO. 2, dated as of October 10, 2014 (this “Amendment”), to the Amended and Restated Indenture, dated as of August 12, 2011 (as amended, supplemented and otherwise modified from time to time, the “Indenture”), is entered into by TAL Advantage III LLC, a Delaware limited liability company (the “Issuer”), and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”).

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AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
Management Agreement • October 29th, 2014 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NO. 2, dated as of October 10, 2014 (this “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”).

SECOND AMENDED AND RESTATED SERIES 2009-1 NOTE PURCHASE AGREEMENT DATED AS OF OCTOBER 10, 2014 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...
Note Purchase Agreement • October 29th, 2014 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

This SECOND AMENDED AND RESTATED 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 10, 2014, is entered into by and among:

TAL ADVANTAGE III LLC Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture Trustee SECOND AMENDED AND RESTATED SERIES 2009-1 SUPPLEMENT Dated as of October 10, 2014 to INDENTURE Dated as of August 12, 2011 SERIES 2009-1 FLOATING RATE SECURED NOTES
Indenture • October 29th, 2014 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

This SECOND AMENDED AND RESTATED SERIES 2009-1 SUPPLEMENT, dated as of October 10, 2014 (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”).

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