THIRD SUPPLEMENTAL
INDENTURE
THIRD
SUPPLEMENTAL INDENTURE, dated as of June 23, 2008 (this
“ Third Supplemental Indenture ”), between TAL
Advantage I 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 amended and
restated indenture, dated as of April 12, 2006, 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:
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 Third Supplemental
Indenture with such meanings.
Amendments to the
Indenture
SECTION
2.1. Subject to the satisfaction of the conditions specified in
Article III below and effective as of the Third Supplemental
Indenture Effective Date (as defined herein), the Indenture shall
be amended as follows:
(a)
Amendments to Appendix A to the Indenture (Master Index of
Defined Terms).
(i)
Definition of Consolidated Subsidiaries . The following
defined term is hereby inserted in Appendix A to the
Indenture:
“Consolidated Subsidiaries: This term
shall have the meaning given to such term in the Credit Agreement,
as in effect on the Closing Date for the Series 2005-1
Supplement.”
(ii)
Definition of Consolidated Tangible Net Worth . The
definition of “Consolidated Tangible Net Worth” is
hereby deleted in its entirety and replaced with the
following:
“Consolidated Tangible Net Worth. As of
any date of determination with respect to a Person, the excess of:
(a) the tangible assets of such Person and such Person’s
Consolidated Subsidiaries calculated in accordance with GAAP plus
the aggregate amount of Consolidated Funded Debt of the type
specified in clause (3) of the definition of Consolidated
Funded Debt, over (b) all Indebtedness of such Person and its
Consolidated Subsidiaries; provided, however, that (i) in no
event shall there be included in the above calculation any
intangible assets such as patents, trademarks, trade names,
copyrights, licenses, goodwill, organizational costs, amounts
relating to covenants not to compete, or any impact from
applications of FASB 133, (ii) securities included as such
intangible assets shall be taken into account at their current
market price or cost, whichever is lower, and (iii) in no
event shall there be included in the above calculation, as of any
date of determination, any assets or obligation arising under any
interest rate hedging or under any similar type of agreement to the
extent of the amount due to or by such Person if such agreement
were to be terminated on such date of
determination.”
(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 d
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