Among TAL INTERNATIONAL CONTAINER CORPORATION, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, andCredit Agreement • August 16th, 2007 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
TAL ADVANTAGE I LLC Issuer andIndenture • May 12th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.50 PLEDGE AGREEMENTPledge Agreement • August 16th, 2007 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.30 OMNIBUS AMENDMENT No. 1Management Agreement • September 20th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
R E C I T A L SSubscription Agreement • September 20th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
TABLE OF CONTENTSShareholders Agreement • March 20th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
Exhibit 10.42 OMNIBUS AMENDMENT NO. 2 THIS OMNIBUS AMENDMENT NO. 2, dated as of June 1, 2006 (the "Amendment'"), is to: (1) the Amended and Restated Credit Agreement, dated as of August 1, 2005 (as amended and modified from time to time, the "Credit...TAL International Group, Inc. • June 6th, 2006 • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.1 CREDIT AGREEMENT Dated as of November 3, 2004Credit Agreement • June 30th, 2005 • TAL International Group, Inc.
EXHIBIT 10.49 SECURITY AGREEMENTSecurity Agreement • August 16th, 2007 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.41 AMENDED AND RESTATED SERIES 2005-1 NOTE PURCHASE AGREEMENT DATED AS OF APRIL 12, 2006Note Purchase Agreement • May 12th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.8 TAL INTERNATIONAL GROUP, INC. INVESTOR SUBSCRIPTION AGREEMENT THIS INVESTOR SUBSCRIPTION AGREEMENT, dated as of November 3, 2004 (this "Agreement"), is made by and among TAL International Group, Inc., a Delaware corporation (the...Subscription Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
COMMON STOCKTAL International Group, Inc. • September 20th, 2005 • Services-equipment rental & leasing, nec • New York
EXECUTION VERSION PLEDGE AGREEMENTPledge Agreement • August 4th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.16 STOCK OPTION AGREEMENT The Participant has been granted an Option by TAL International Group, Inc. (the "Company") under the terms of the TAL International Group, Inc. 2004 Management Stock Plan (the "Plan"). The Option shall be subject...Stock Option Agreement • June 30th, 2005 • TAL International Group, Inc.
INDENTUREIndenture • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
TAL ADVANTAGE I LLC Issuer andManagement Agreement • May 12th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
RECITALSIntercreditor Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") dated November 3, 2004, is made by and between TAL International Group, Inc. (the "Company") and Brian M. Sondey ("Executive"). WHEREAS, the Company desires to employ...Employment Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
WITNESSETH:Tax Sharing Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
R E C I T A L S ---------------Credit Agreement • June 30th, 2005 • TAL International Group, Inc.
EXHIBIT 10.2 AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXECUTION VERSION SECURITY AGREEMENTSecurity Agreement • August 4th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
Among TAL INTERNATIONAL CONTAINER CORPORATION, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, andCredit Agreement • August 4th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec
EXHIBIT 2.5 FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT (this "Fourth Amendment") to the Stock Purchase Agreement (the "Agreement"), dated as of July 10, 2004, by and among TA Leasing Holding Co., Inc., a Delaware corporation...Stock Purchase Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
TAL INTERNATIONAL GROUP, INC., Issuer and U.S. BANK NATIONAL ASSOCIATION, TrusteeIndenture • November 5th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
INDENTURE, dated as of [·], 2010, among TAL International Group, Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices located at 100 Manhattanville Road, Purchase, New York 10577 and U.S. Bank National Association, a trust company under the laws of the United States (the “Trustee”).
EXHIBIT 10.26 MANAGEMENT AGREEMENTManagement Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.3 THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT IN THE MANNER AND TO THE EXTENT SET FORTH IN AN INTERCREDITOR AGREEMENT DATED AS OF NOVEMBER 3, 2004 AMONG TAL INTERNATIONAL GROUP, INC., CERTAIN OF ITS...Credit Agreement • June 30th, 2005 • TAL International Group, Inc. • New York
EXHIBIT 2.3 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT (this "Second Amendment") to the Stock Purchase Agreement (the "Agreement"), dated as of July 10, 2004, by and among TA Leasing Co., Inc., a Delaware corporation ("Seller"),...Stock Purchase Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 2.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT (this "First Amendment") to the Stock Purchase Agreement (the "Agreement"), dated as of July 10, 2004, by and among TA Leasing Co., Inc., a Delaware corporation ("Seller"),...Stock Purchase Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.31 OMNIBUS AMENDMENT NO. 1 THIS OMNIBUS AMENDMENT NO. 1, dated as of September 15, 2005 (the "Amendment"), to: (1) the Amended and Restated Credit Agreement, dated as of August 1, 2005 (the "Credit Agreement"), among TAL International...Security Agreement • September 20th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.36 AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • May 12th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.37 AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • May 12th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
GUARANTYGuaranty • August 4th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
FORM OF AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENT ------------------------------------------------------Management Subscription Agreement • September 20th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec
EXHIBIT 2.6 FIFTH AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT (this "Fifth Amendment") to the Stock Purchase Agreement (the "Agreement"), dated as of July 10, 2004, by and among TA Leasing Holding Co., Inc., a Delaware corporation ("Seller"),...Stock Purchase Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
