AMENDMENT NO. 1 TO SERIES
2008-1
NOTE PURCHASE AGREEMENT
AMENDMENT NO. 1 TO SERIES 2008-1 NOTE PURCHASE AGREEMENT ,
dated as of September 15, 2008 (this “ Amendment
”), between TAL Advantage II LLC, a limited liability company
organized under the laws of Delaware, as Issuer (the “
Issuer ”) and Fortis Capital Corp., ING Bank N.V. and
Bayersiche Hypo -und Vereinsbank AG (each a “
Purchaser ”, and collectively, the “
Purchasers ”), and each Purchaser’s respective
deal agent (the “ Deal Agents ”);
WHEREAS,
the Issuer, Fortis Capital Corp. (as initial Purchaser),
noteholders from time to time a party thereto and other financial
institutions from time to time a party thereto are parties to the
Note Purchase Agreement, dated as of March 27, 2008, as
amended, modified or supplemented from time to time in accordance
with its terms (the “ Note Purchase Agreement
”), providing among other things, for the delivery of the
Notes and the increase or decrease of the actual outstanding
balance from time to time in accordance with the terms therein and
in accordance with the Series 2008-1 Series Supplement,
dated as of March 27, 2008 (as amended, modified or
supplemented from time to time) (the “ Series 2008-1
Supplement ”) and in accordance with the Indenture, dated
as of March 27, 2008 (as amended, modified or supplemented
from time to time) (the “Indenture
”);
WHEREAS,
pursuant to Section 8.1 of the Note Purchase Agreement
and subject to certain conditions stated therein, the Issuer, the
Purchasers, the Deal Agents and the Control Party for
Series 2008-1 may amend the Note Purchase Agreement;
and
WHEREAS,
the Issuer, the Purchasers, the Deal Agents and the Control Party
for Series 2008-1 desire to amend the Note Purchase Agreement
in accordance with the terms and conditions set forth
below;
NOW
THEREFORE, in consideration of the foregoing premises, the parties
mutually agree and consent as follows:
SECTION 1.1.
Defined Terms . Terms for which meanings are provided in the
Note Purchase Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such
meanings.
Amendment to the Note Purchase
Agreement
SECTION 2.1.
Subject to the satisfaction of the conditions specified in
Article III below and effective as of the Amendment
Effective Date (as defined herein), the Note Purchase Agreement
shall be amended as follows:
(a)
Amendment to Section 2.3. Incre
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