0001047469-10-004987 Sample Contracts

AMENDMENT NO. 2 TO SERIES 2009-1 SUPPLEMENT
TAL International Group, Inc. • May 7th, 2010 • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NO. 2, dated as of April 9, 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”).

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AMENDMENT NO. 1 TO INDENTURE
TAL International Group, Inc. • May 7th, 2010 • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NO. 1, dated as of April 23, 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 Wells Fargo Bank, National Association, as Control Party for Series 2009-1 and the Requisite Global Majority.

AMENDMENT 4 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 7th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT 4, dated as of April 23, 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 Purchaser (“WFBNA”), WELLS FARGO SECURITIES, LLC, as Wells Fargo Deal Agent (“WFS”), and FORTIS BANK (NEDERLAND) N.V., as Purchaser (“Fortis”).

AMENDMENT 3 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 7th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT 3, dated as of April 9, 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 Purchaser (“WFBNA”), and WELLS FARGO SECURITIES, LLC, as Wells Fargo Deal Agent (“WFS”).

AMENDMENT NO. 3 TO SERIES 2009-1 SUPPLEMENT
TAL International Group, Inc. • May 7th, 2010 • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NO. 3, dated as of April 23, 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”).

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