SECOND SUPPLEMENTAL
INDENTURE
SECOND SUPPLEMENTAL INDENTURE , dated as of
September 15, 2008 (this “ Second 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
”), and consented to by the Requisite Global
Majority.
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 ”) and the related supplement thereto, dated
as of March 27, 2008, as amended, modified or supplemented
from time to time in accordance with its terms (the “
Series 2008-1 Supplement ”), providing, among
other things, for the authentication, delivery and administration
of the Notes described therein;
WHEREAS,
pursuant to Article X of the Indenture and pursuant to
Section 804 of the Series 2008-1 Supplement and
subject to certain conditions stated therein, the Issuer and the
Indenture Trustee may enter into a supplemental indenture (which,
pursuant to Section 804(a) of the Series 2008-1
Supplement, is deemed to be a supplemental indenture subject to
Sections 1001 or 1002 of the Indenture), in
order to amend the Series 2008-1 Supplement; and
WHEREAS,
the Issuer desires to amend the Series 2008-1 Supplement in
accordance with the terms and conditions set forth
below;
NOW
THEREFORE, in consideration of the foregoing premises, the parties
mutually agree as follows:
SECTION
1.1. Defined Terms . Terms for which meanings are provided
in the Indenture or the Series 2008-1 Supplement, as
applicable, are, unless otherwise defined herein or the context
otherwise requires, used in this Second Supplemental Indenture with
such meanings.
Amendments to the
Series 2008-1 Supplement
SECTION
2.1. Subject to the satisfaction of the conditions specified in
Article III below and effective as of the Second
Supplemental Indenture Effective Date (as defined herein), the
Series 2008-1 Supplement shall be amended as
follows:
(a)
Section 101. Definitions .
(i)
Definition of Applicable Margin . Clause “(i)”
and clause “(ii)” of the definition of
“Applicable Margin” are hereby deleted in their
entirety and replaced with the following:
“(i) prior
to the Conversion Date, one and one half of one percent (1.50%);
or
(ii) on
or after the Conversion Date, two and one quarter of one percent
(2.25%).”;
(ii)
Definition of Commitment Fee Percentage . The definition of
“Commitment Fee Percentage” is hereby amended by
deleting “three eights of one percent (0.375%)” in the
first sentence of the definition and inserting “one half of
one percent (0.50%)” in the first sentence of the
definition;
(iii)
Definition of Conversion Date. Clause (ii) of the
definition of “Conversion Date” is hereby amended by
deleting “June 30, 2009” and inserting
“June 30, 2010” in its place;
(iv)
Definition of Series 2008-1 Expected Final Maturity
Date. The definition of “Series 2008-1 Expected
Final Maturity Date” is hereby deleted in its entirety and
replaced with the following:
“
Series 2008-1 Expected Final Maturity Date means the
Payment Date occurring on the eighth (8 th )
annual anniversary of the Conversion Date.”
(b)
Amendment to Schedule 1 . Schedule 1 to the
Series 2008-1 Supplement is hereby deleted in its entirety and
replaced with Schedule 1 attached hereto.
(c)
Amendment to Section 201 . Designation and Principal
Terms . Paragraph (a) of Section 201 is hereby amended by
deleting the second sentence thereof in its entirety and replacing
it with the following:
“The
Series 2008-1 Notes will be issued in the initial aggregate
maximum principal balance of up to Four Hundred Million Dollars
($400,000,000).”
(d)
Amendment to Section 205(d) . Optional Increase in
Series 2008-1 Note Existing Commitments . Section 205(d)
is hereby amended by deleting the first sentence thereof in its
entirety and replacing it with the following:
“The
Issuer may, by means of a letter delivered to Administrative Agent
and the Indenture Trustee on not more than five (5) occasions
prior to the Conversion Date, request that the aggregate
Series 2008-1 Note Existing Commitme
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