FIRST SUPPLEMENTAL INDENTURE

Exhibit 10.60

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE , dated as of June 20, 2008 (this “First Supplemental Indenture”), between TAL Advantage II LLC, a limited liability company organized under the laws of Delaware (the “Issuer”) and U.S. Bank National Association, a national banking association organized under the laws of the United States, as indenture trustee (the “Indenture Trustee”).

               WHEREAS, the Issuer and the Indenture Trustee are parties to an indenture dated as of March 27, 2008, as amended, modified or supplemented from time to time in accordance with its terms (the “ Indenture ”), providing, among other things, for the authentication, delivery and administration of the Notes described therein;

               WHEREAS, pursuant to Article X of the Indenture and subject to certain conditions stated therein, the Issuer and the Indenture Trustee may enter into a supplemental indenture in order to amend the Indenture; and

               WHEREAS, the Issuer desires to amend the Indenture in accordance with the terms and conditions set forth below;

               NOW THEREFORE, in consideration of the foregoing premises, the parties mutually agree as follows:

ARTICLE I

Definitions

          SECTION 1.1. Defined Terms . Terms for which meanings are provided in the Indenture are, unless otherwise defined herein or the context otherwise requires, used in this First Supplemental Indenture with such meanings.

      ARTICLE II

Amendment to the Indenture

          SECTION 2.1. Subject to the satisfaction of the conditions specified in Article III below and effective as of the First Supplemental Indenture Effective Date (as defined herein), the Indenture shall be amended as follows:

     (a)  Amendment to Appendix A to Indenture (Master Index of Defined Terms).

      Definition of Indebtedness . Clause “(vi)” of the definition of “Indebtedness” is hereby deleted in its entirety.

(b) For the avoidance of doubt, to the extent that any term set forth in Appendix A to the Indenture is defined by reference to the definition of such term in the Credit Agreement and to the extent the definition of such term in the Credit Agreement includes the term “Indebtedness,” the term “Indebtedness” shall be deemed not to include obligations under any interest rate hedging or under any similar type of agreement to the extent of the amount due if such agreement were to be terminated.

ARTICLE III

Conditions Precedent

          SECTION 3.1. This First Supplemental Indenture shall become effective as of the date upon which the following conditions precedent shall be satisfied (the “ First Supplemental Indenture Effective Date ”):

     (a) execution and delivery of this F