AMENDED & RESTATED CREDIT AGREEMENT Dated as of November 30, 2011 Among TAL INTERNATIONAL CONTAINER CORPORATION, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and as...

Exhibit 4.45

EXECUTION COPY

AMENDED & RESTATED CREDIT AGREEMENT

Dated as of November 30, 2011

Among

TAL INTERNATIONAL CONTAINER CORPORATION,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

as Lenders,

THE ROYAL BANK OF SCOTLAND PLC,

as Administrative Agent and as Collateral Agent

and

RBS Securities Inc.

as Sole Arranger

TABLE OF CONTENTS

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TABLE OF CONTENTS

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Exhibits

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AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is made as of November 30, 2011 by and among TAL INTERNATIONAL CONTAINER CORPORATION, a corporation organized and existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and The Royal Bank of Scotland plc (“RBS”), as Administrative Agent and as Collateral Agent, (together with its successors and permitted assigns, the “Administrative Agent”).

WHEREAS, the Borrower, certain lenders (the “Original Lenders”) and National City Bank, as the administrative agent and collateral agent (the “Original Administrative Agent”) have entered into that certain Credit Agreement, dated as of August 15, 2007 (the “Original Credit Agreement”);

WHEREAS, (x) the Original Administrative Agent has resigned from its capacity as administrative agent and collateral agent pursuant to the terms of the Original Credit Agreement, and RBS has been appointed as the successor Administrative Agent and Collateral Agent under the Original Credit Agreement, and (y) the other Original Lenders have assigned all of their respective rights, title and interest as lenders under the Original Credit Agreement to the Lenders, each taking effect immediately prior to the Effective Date (as defined below), pursuant to a master assignment and resignation agreement, dated on the date hereof (the “Master Assignment and Resignation Agreement”), among the Original Administrative Agent, the Administrative Agent, the Original Lenders, the Lenders and the Borrower;

WHEREAS, on the Effective Date, the Borrower, the Guarantors, the Lenders, the Issuing Lender and the other parties hereto have agreed to amend and restate the Original Credit Agreement and each of the other Original Loan Documents in their entirety on the terms set forth herein;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      DEFINITIONS AND RULES OF INTERPRETATION.

1.1          DEFINITIONS.  The following terms shall have the meanings set forth in this Section 1 or elsewhere in the provisions of this Credit Agreement referred to below:

“Administrative Agent.”  RBS, acting as agent for the Lenders, and each other Person appointed as the successor Administrative Agent in accordance with Section 14.6.

“Administrative Agent’s Office.”  The Administrative Agent’s office located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇, or at such other location as the Administrative Agent may designate from time to time.

“Administrative Agent’s Special Counsel.”  ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other counsel as may be approved by the Administrative Agent.

“Administrative Questionnaire.”  An administrative questionnaire in a form supplied by the Administrative Agent.

“Affiliate.”  With respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments.”  An amount equal to the sum of the Commitments of all the Lenders.

“Aggregate Note Principal Balance.”  As of any date of determination, an amount equal to the sum of the then unpaid principal balance of all Notes.

“Applicable Margin.”  For the period beginning on and as of the Closing Date and ending on December 31, 2012, the margins set forth at Level III in the chart below.  Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the first (1st) Business Day of the first calendar month after receipt by the Administrative Agent of the financial statements and accompanying officer’s certificate delivered in accordance with Section 8.1 hereof for the most recent fiscal quarter end (which adjustments to Applicable Margin shall be based on the applicable level corresponding to the Consolidated EBIT to Consolidated Cash Interest Expense Ratio set forth in the chart below).

Notwithstanding the above, if the Consolidated EBIT to Consolidated Cash Interest Expense Ratio reported in any officer’s certificate shall be determined to have been incorrectly reported, then the Applicable Margin shall be retroactively adjusted to reflect the rate that would have been applicable had the Consolidated EBIT to Consolidated Cash Interest Expense Ratio been correctly reported on such certificate; provided that any retroactive decrease in the Applicable Margin for any period shall only be made to the extent that the Borrower delivers an officer’s certificate setting forth the restated calculation of the Consolidated EBIT to Consolidated Cash Interest Expense Ratio not later than the earlier of (a) the first anniversary of the date such incorrect officer’s certificate is delivered and (b) the date the Commitments terminate or are terminated pursuant to this Agreement.

“Approved Fund.”  Any Person (other than a natural Person) that is not a Competitor and that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is

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administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) any entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption.”  An assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 15.2), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Authorized Officer.”  With respect to (i) delivering Loan Requests and similar notices, any person or persons that has or have been authorized by the Board of Directors of the Borrower to deliver such notices pursuant to this Credit Agreement and that has or have appropriate signature cards on file with the Administrative Agent, (ii) delivering financial information and officer’s certificates pursuant to this Credit Agreement, any Senior Designated Officer or the chief financial officer of TAL Group, and (iii) any other matter in connection with this Credit Agreement or any other Loan Document, any officer (or a person or persons so designated by any two officers) of the Borrower.

“Availability Termination Date.”  The earlier to occur of (i) the date of which the Commitments are terminated in full pursuant to Section 2.4 or Section 13.2 hereof and (ii) November 30, 2016.

“Base Rate.”  At any time, the highest of (a) the Prime Rate, (b) the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1% and (c) the LIBOR Rate applicable to Dollars for a period of one month (“One Month LIBOR”) at approximately 11:00 a.m. London time on such day plus 1.00%.  Each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

“Base Rate Loans.”  All or any portion of any Loan bearing interest calculated by reference to the Base Rate.

“Borrower.”  This term shall have the meaning set forth in the preamble of this Credit Agreement.

“Breakage Cost.”  With respect to any Lender with respect to any Breakage Prepayment, an amount equal to the difference (as reasonably determined by such Lender and set forth in a certificate of such Lender delivered to the Borrower) of (i) such Lender’s actual cost of obtaining funds for the LIBOR Rate Loan that is the subject of such Breakage Prepayment for the period from the date of such Breakage Prepayment to the last day of the Interest Period in effect (or that would have been in effect) for such LIBOR Rate Loan, minus (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Prepayment for such period.

“Breakage Prepayment.”  This term shall have the meaning set forth in Section 4.3 hereof.

“Business Day.”  One of the following:  (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York and Stamford, Connecticut are open for the conduct of their commercial

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banking business, and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capitalized Leases.”  As to any Person, leases under which such Person is the lessee or obligor, the discounted remaining rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

“Capital Stock.”  Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Equivalents.”  All of the following:  (i) securities issued or directly fully guaranteed or insured by the government of the United States, Canada or any member of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the respective government is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or ▇▇▇▇▇’▇, (iii) certificates of deposit and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial bank or commercial bank of a foreign country recognized by the United States, (x) in the case of a domestic commercial bank, having capital and surplus in excess of $500,000,000 and outstanding debt which is rated “A” (or similar equivalent thereof) or higher by at least one nationally recognized statistical rating organization (as defined under Rule 436 under the Securities Act) and (y) in the case of a foreign commercial bank, having capital and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof), (iv) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clauses (i) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above, (v) commercial paper having a rating of at least A-2 from S&P or at least P-2 from ▇▇▇▇▇’▇, (vi) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (iii)(x) of this definition, (vii) Indebtedness or preferred stock issued by Persons with a rating of A or higher from S&P or A2 or higher from ▇▇▇▇▇’▇ with maturities of 24 months or less from the date of acquisition and (viii) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (i) through (vii) above.

“Change of Control.”  The Borrower shall (a) consolidate or merge with or into any Person, unless (i) the Borrower or a Restricted Subsidiary is the surviving entity, and (ii) at least seventy percent (70%) of the consolidated assets of the Borrower and Restricted Subsidiaries following such consolidation or merger are held in connection with a Permitted Business, or (b) enter into or permit any purchase, sale, assignment, transfer, conveyance or other acquisition or disposition of assets which would result in less than seventy percent (70%) of the consolidated

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assets of the Borrower and Restricted Subsidiaries to be held in connection with a Permitted Business.

Change in Law. The occurrence, after the Effective Date of this Credit Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or any foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Chassis.”  Any intermodal container chassis.

“Code.”  The United States Internal Revenue Code of 1986, as amended from time to time (and any successor statute thereto), and the regulations promulgated and rulings issued thereunder.  Section references to the Code are to the Code as in effect on the Effective Date, and any subsequent provisions of the code, amendments thereto or substituted therefrom.

“Collateral.”  All of the property, rights and interests of the Borrower that are or are intended to be subject to the Liens created by the Security Documents.

“Collateral Agent.”  RBS acting as collateral agent under the Security Documents.

“Commitment.”  With respect to each Lender, the amounts set forth on Schedule 1 hereto as the amounts of such Lender’s commitment to make Loans to, and participate in L/C Obligations of, the Borrower pursuant to this Credit Agreement, as the same may be reduced from time to time; or if such commitments are terminated pursuant to the provisions hereof, zero.

“Commitment Fee.”  This term shall have the meaning set forth in Section 5.1.1.

“Commitment Percentage.”  With respect to any Lender, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time.  If the commitment of each Lender to make Loans and participate in L/C Obligations has been terminated pursuant to this Credit Agreement or if the Aggregate Commitments have expired, then the Commitment Percentage of each Lender shall be determined based on the outstanding Loans and L/C Obligations owing to such Lender at such time.  The initial Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1 hereto or on the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Company.”  Any corporation, limited liability company, partnership or other business entity (or the adjectival form thereof, where appropriate).

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“Competitor.”  Any Person engaged and competing with TAL Group, the Borrower or any of their respective Subsidiaries in the Container or Chassis leasing business; provided, however, that in no event shall any insurance company or commercial banking institution be deemed to be a Competitor unless such Person or any of its Affiliates is directly engaged in the operation of a Container or Chassis leasing business.

“Concentration Account.”  The bank accounts set forth on the Effective Date Officer’s Certificate as to which the Borrower is required to remit all funds on deposit in all collection accounts after the occurrence of an “Actionable Default” (as such term is defined in the Securitization Intercreditor Agreement) in accordance with the terms of the Securitization Intercreditor Agreement.

“Consolidated or consolidated.”  With reference to any term defined herein, shall mean that term as applied to the accounts of the applicable Person and its Restricted Subsidiaries, consolidated in accordance with GAAP.

“Consolidated Cash Interest Expense.”  For any period, the difference of (i) the aggregate Consolidated Interest Expense for such period, minus (ii) to the extent included in such aggregate Consolidated Interest Expense, and to the extent incurred by TAL Group or any of its Consolidated Subsidiaries, (a) amortization or write off of debt or equity issuance costs and deferred financing costs, (b) interest expense to the extent not paid in cash attributable to dividends in respect of all Preferred Equity of TAL Group and its Consolidated Subsidiaries that is not Disqualified Stock pursuant to Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity”, and (c) any non-cash interest expense related to (1) any interest expense that has not been paid in cash, (2) accrued interest on Disqualified Stock to the extent not paid, and (3) any incremental non-cash interest expense incurred by TAL Group or its Subsidiaries as the result of an accounting change in accordance with GAAP that occurs after the Effective Date, plus (iii) without duplication, cash interest payments made in such period (exclusive of any such cash payment funded with the proceeds of an equity offering or capital contribution) related to Consolidated Interest Expense that were deducted from Consolidated Cash Interest Expense in a prior period.

“Consolidated EBIT.”  For any period, means the sum of Consolidated Net Income, plus the following, without duplication, to the extent deducted in calculating such Consolidated Net Income:

(1)           all income tax expense of TAL Group and its Consolidated Subsidiaries, all taxes incurred by TAL Group and its Consolidated Subsidiaries in respect of the repatriation of income from jurisdictions outside the United States and all amounts paid by TAL Group and its Consolidated Subsidiaries pursuant to the terms of any tax sharing or similar agreement;

(2)           the Consolidated Interest Expense of TAL Group and its Consolidated Subsidiaries;

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(3)           depreciation and amortization charges of TAL Group and its Consolidated Subsidiaries relating to any increased depreciation or amortization charges resulting from purchase accounting adjustments or inventory write-ups with respect to acquisitions or the amortization or write-off of deferred debt or equity issuance costs;

(4)           all other non-cash charges of TAL Group and its Consolidated Subsidiaries (other than depreciation expense) minus, with respect to any such non-cash charge occurring on or after the Effective Date that was previously added in a prior period to calculate Consolidated EBIT and that represents an accrual of or reserve for cash expenditures in any future period, any cash payments made during such period;

(5)           any non-capitalized costs incurred in connection with financings,  acquisitions of Containers or Chassis or dispositions (including financing and refinancing fees and any premium or penalty paid in connection with redeeming or retiring Indebtedness prior to the stated maturity thereof pursuant to the agreements governing such Indebtedness); and

(6)           all non-cash expenses attributable to Incentive Arrangements;

in each case, for such period and as determined on a consolidated basis in accordance with GAAP.

“Consolidated EBIT to Consolidated Cash Interest Expense Ratio.”  As of any date of determination, means the ratio of (a) the aggregate amount of Consolidated EBIT for the period of the most recent four consecutive fiscal quarters ending on or prior to the date of such determination to (b) Consolidated Cash Interest Expense for such four fiscal quarters.

“Consolidated Funded Debt.”  As of any date of determination, the total amount, without duplication, of:  (1) the principal amount outstanding under all Indebtedness (other than any Permitted Hedging Agreement) of TAL Group and its Consolidated Subsidiaries; (2) all Finance Lease obligations, as lessee, of TAL Group and its Consolidated Subsidiaries; and (3) the aggregate of the present values of future rental payments under any lease of any Container which TAL Group or any of its Consolidated Subsidiaries is the lessee and (i) that is treated by the lessee as an operating lease rather than a capital lease in accordance with GAAP, and (ii) in respect of which the lessor retains or obtains ownership of the property so leased for federal income tax purposes, in the event, but only in the event, that the aggregate of such present values shall be in excess of Twenty-Five Million Dollars ($25,000,000).

“Consolidated Interest Expense.”  For any period, the aggregate of the interest expense of TAL Group and its Consolidated Subsidiaries for such period, on a Consolidated basis, as determined in accordance with GAAP, and including, without duplication:  (a) all amortization or accretion of original issue discount; (b) the interest component of payments on Capitalized Leases paid, accrued and/or scheduled to be paid or accrued by TAL Group and its Consolidated Subsidiaries during such period; and (c) net cash costs under all Hedging Agreements to which TAL Group or any of its Consolidated Subsidiaries is a party (including amortization of fees).

“Consolidated Net Income.”  For any period, the aggregate net income (or loss) of TAL Group and its Consolidated Subsidiaries for such period on a consolidated basis, determined in

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accordance with GAAP; provided, however, that there shall be not be included in such Consolidated Net Income:

(1)           any gain (or loss) realized upon the sale or other disposition of assets (other than Containers, Chassis and Related Assets) of TAL Group or any Consolidated Subsidiary or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(2)           extraordinary gains or losses, as determined in accordance with GAAP;

(3)           income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued);

(4)           the cumulative effect of a change in accounting principles, as determined in accordance with GAAP;

(5)           any adjustments, restructuring costs, non-recurring expenses, non-recurring fees, non-operating expenses, charges or other expenses (including bonus and retention payments and non-cash compensation charges incurred in connection with acquisitions of Containers and/or Chassis);

(6)           Systems/Organizational Establishment Expenses; and

(7)           any net income (or loss) of any Person (other than TAL Group) if such Person is not a Restricted Subsidiary of TAL Group; provided, that TAL Group, or any of its Consolidated Subsidiary’s, equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to TAL Group or such Consolidated Subsidiary as a dividend or other distribution; in each case, for such period.

“Consolidated Subsidiaries.”  With respect to any Person, each Restricted Subsidiary of such Person that is required to be consolidated with such Person in accordance with GAAP.

“Consolidated Tangible Net Worth.”  As of any date of determination, the excess of:  (a) the tangible assets of TAL Group and its 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 (other than any Permitted Hedging Agreement) of TAL Group 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, and (ii) securities included as such intangible assets shall be taken into account at their current market price or cost, whichever is lower.

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“Container.”  Any marine and maritime container (including dry cargo containers, refrigerated containers (including the associated generator sets, gps units and refrigeration units) and Specialized Containers).

“Contingent Obligation.”  As to any Person, means any obligation of such Person as a result of such Person being a general partner of any other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the lesser of (x) the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith and (y) the stated amount of such Contingent Obligation.

“Control.”  The possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement.”  Means (x) the Original Control Agreement in its entirety and (y) any other agreement in form and substance reasonably satisfactory to the Administrative Agent which provides for the Administrative Agent to have “control” (as defined in Section 8-106(c) and (d) of the UCC, as such term relates to an uncertificated security or a security entitlement (as such terms are defined therein) or as used in Section 9-104 of the UCC, as such term relates to deposit accounts) of a deposit account of the Borrower.

“Credit Agreement.”  This Amended and Restated Credit Agreement, dated as of November 30, 2011 among the Borrower, the Lenders and the Administrative Agent, including the Schedule and Exhibits hereto (as amended, supplemented or otherwise modified in accordance with the terms hereof), amending and restating the Original Credit Agreement in its entirety, including all Schedules and Exhibits thereto.

“Credit Agreement Depreciation Policy.”  The depreciation policy utilized by the Borrower for the purpose of calculating compliance with Section 6.2 of this Credit Agreement, which policy is attached as Exhibit O hereto.  For the avoidance of doubt, the Credit Agreement

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Depreciation Policy is incorporated by this Credit Agreement, and may only be amended in accordance with the procedures for amending this Credit Agreement provided in Section 16.12.

“Credit and Collection Policy.”  This term shall have the meaning set forth in Section 7.21.

“Credit Party.”  The Borrower, each of the Guarantors and each of the Borrower’s Restricted Subsidiaries (other than a Special Purpose Vehicle).

“Default.”  This term shall have the meaning set forth in Section 13.1.

“Defaulting Lender.”  Any Lender that (a) has failed to fund any portion of (i) the Loans, or (ii) participations in a Letter of Credit required to be funded by it hereunder within two Business Days of the date required to be funded by it hereunder unless, in the case of clause (a)(i) above such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination in good faith that one or more conditions precedent to funding in Section 11 or Section 12, as applicable (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has otherwise failed to pay over to the Administrative Agent, the Issuing Lender or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination in good faith that one or more conditions precedent to funding in Section 11 or Section 12, as applicable (each of which conditions precedent, together with any applicable default, shall be specifically indentified in such writing) has been satisfied, (c) has notified the Borrower, the Issuing Lender or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination in good faith that a condition precedent to funding in Section 11 or Section 12, as applicable (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (d) has failed, within three Business Days after written request by the Administrative Agent, the Issuing Lender or the Borrower, to confirm in writing to the Administrative Agent, the Issuing Lender and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (d) upon receipt of such written confirmation by the Administrative Agent, the Issuing Lender and the Borrower), or (e) that has (x) become (or has had its direct or indirect parent become) the subject of a proceeding under Federal Bankruptcy Code or any other debtor relief law, or (y) had appointed for it (or has had appointed for its direct or indirect parent) a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Persons charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender

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(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Lender.

“Designated Event of Default.”  The occurrence of (i) any Event of Default of the type set forth in Section 13.1(a), 13.1(b), 13.1(e), 13.1(h), 13.1(i); 13.1(j) or 13.1(l) hereof, (ii) an Event of Default of the type set forth in Section 13.1(d) hereof, but only if it involves an Obligation in excess of One Million Dollars ($1,000,000) that is not being contested in good faith by the Borrower or (iii) an event of default (or similar term) by the Borrower or any of its Restricted Subsidiaries under any Specified Hedging Agreement.

“Disqualified Stock.”  With respect to any Person means that portion of any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event that would constitute a change of control of the Borrower), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except in each case, upon the occurrence of a change of control of the Borrower) on or prior to the first anniversary of the final maturity date of the Loans for cash or is convertible into or exchangeable for debt securities of TAL Group or any of its Consolidated Subsidiaries at any time prior to such anniversary.

“Dollars or $.”  Dollars in lawful currency of the United States of America.

“Domestic Subsidiary.”  Any Subsidiary of the Borrower that is incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia; provided that the term “Domestic Subsidiary” shall not include any such Person whose only assets (other than insignificant assets) consist of Capital Stock of a person that is not organized under the laws of the United States of America, any State thereof or the District of Columbia.  As of the Effective Date, Intermodal Equipment Inc. is the only such excluded Domestic Subsidiaries referred to in the above proviso.

“Effective Date.”  November 30, 2011.

“Effective Date Officer’s Certificate.”  The certificate of an Authorized Officer delivered on the Effective Date pursuant to Section 11.2.

“Eligible Account.”  Any deposit account of the Borrower maintained (a) with the Administrative Agent or (b) subject to a Control Agreement with any other financial institution reasonably satisfactory to the Administrative Agent (which shall, in any case, include Citibank, N.A.).

“Eligible Assignee.”  Any of the following:  (i) a Lender; (ii) an Affiliate (that is not a Competitor) of a Lender; (iii) an Approved Fund, (iv) any insurance company or commercial banking institution, in each case, that is not a Competitor; and (v) any other Person (other than a natural person) approved by the Borrower and the Administrative Agent (each such approval not to be unreasonably withheld or delayed, except by the Borrower in the case of a Competitor);

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provided that notwithstanding the foregoing, “Eligible Assignee” shall not include TAL Group, the Borrower or any of their Affiliates or a Defaulting Lender or any of their Affiliates.

“Eligible Investments.”  Book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form, which evidence:

(a)           direct obligations of, and obligations fully guaranteed as to the full and timely payment by, the United States of America;

(b)           demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall be rated “A-1+” by S&P and “Prime-1” by Moody’s;

(c)           commercial paper that, at the time of the investment or contractual commitment to invest therein, is rated “A-1+” by S&P and “Prime-1” by Moody’s;

(d)           bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(e)           repurchase obligations with respect to any security pursuant to a written agreement that is a direct obligation of, or fully guaranteed as to the full and timely payment by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with (i) a depository institution or trust company (acting as principal) described in clause (b) or (ii) a depository institution or trust company the deposits of which are insured by the Federal Deposit Insurance Corporation and whose commercial paper or other short-term unsecured debt obligations are rated “A-1+” by S&P and “Prime-1” by Moody’s and long-term unsecured debt obligations are rated “AAA” by S&P and “Aaa” by Moody’s;

(f)            money market mutual funds registered under the Investment Company Act having a rating, at the time of such investment, from each of S&P and Moody’s in the highest investment category granted thereby; and

(g)           any other investment as may be acceptable to the Administrative Agent, as evidenced by the Administrative Agent’s prior written consent to that effect.

“Engagement Letter.”  That certain Engagement Letter, dated as of August 12, 2011, (as amended by the First Amendment, dated as of October 26, 2011)  from RBS to the Borrower and TAL Group, and acknowledged and agreed to by the Borrower and TAL Group.

“Environmental Law.”  Any applicable local, state, federal, or other laws in the United States of America, or any other laws relating to the environment or natural resources or the

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regulation of releases or threatened releases of Hazardous Substances into ambient air, water, or land, or otherwise relating to the manufacture, processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or handling of Hazardous Substances, and all rules, orders and regulations currently promulgated thereunder.

“Environmental Claim.”  Any and all administrative, regulatory or judicial actions, suits, orders, claims or proceedings under any Environmental Law or any permit issued under any such Environmental Law (for purposes of this definition, “Claims”), including, without limitation, (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

“ERISA.”  The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.  Section references to ERISA are to ERISA, as in effect at the date of this Credit Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate.”  Each trade or business, whether or not incorporated, which together with the Borrower or a Restricted Subsidiary of the Borrower would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code.

“ERISA Event.”  Means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the determination that a Plan is “at risk” within the meaning of Code Section 430(i) or the existence with respect to any Plan of an “accumulated funding deficiency” or any other failure of a Plan to satisfy the minimum funding standard (as defined in Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any  ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan or the cessation of operations at a facility subject to Section 4062(e) with respect to any Plan; (e) the receipt by Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (g) the receipt by Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in “endangered” or “critical” status within the meaning of Code Section 432; or (h) the occurrence of a “prohibited transaction” with respect to which Borrower or any of its Restricted Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which Borrower or any of its Restricted Subsidiaries could otherwise be liable.

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“Eurodollar Reserve Percentage.”  For any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher one-hundredth of one percent (1/100%)) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default.”  This term shall have the meaning set forth in Section 13.1.

“Executive Order.”  This term shall have the meaning set forth in Section 7.20.

“Extensions of Credit.”  As to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Commitment Percentage of the L/C Obligations then outstanding, and (c) such Lender’s Commitment Percentage of the principal amount of the Swing Line Loans then outstanding.

“FATCA.”  Means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Bankruptcy Code.”  ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code as in effect from time to time (and any successor thereto).

“Federal Funds Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by it.

“Fees.”  All fees detailed in the Engagement Letter.

“Finance Lease.”  Any lease that is classified as a “direct financing lease” pursuant to GAAP.

“Financial Affiliate.”  A Subsidiary of the bank holding company controlling any Lender, which Subsidiary is engaging in any of the activities permitted by Section 4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. Section 1843).

“Foreign Assets Control Regulations.”  This term shall have the meaning set forth in Section 7.20.

“Funding Date.”  Each date on which any Loan is made or Letter of Credit is issued in accordance with the terms set forth in this Credit Agreement.

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“GAAP or Generally Accepted Accounting Principles.”  Accounting principles which are consistent with the principles promulgated or adopted from time to time by the Financial Accounting Standards Board, its committees and its predecessors, including applicable statements and interpretations issued by the American Institute of Certified Public Accounting or its committees.

“Governmental Authority.”  Any foreign, federal, state, regional, local, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof, or any court or arbitrator.

“Guarantor.”  Means TAL Group and any Subsidiary which delivers a Guaranty.

“Guaranty.”  Means the Parent Guaranty and each Subsidiary Guaranty.

“Hazardous Substances.”  Those substances or materials that are prohibited, limited or regulated by any Environmental Law.

“Hedging Agreement.”  Any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate futures contract, interest rate option agreement, interest rate exchange agreement, forward currency exchange agreement, forward rate currency agreement, forward commodity contract, commodity swap, commodity option or other similar agreement or arrangement.

“Hedge Counterparty.”  Any Person party to a Specified Hedging Agreement with Borrower, provided that in the case of any such Person that is not a Lender, such Person shall have executed and delivered to the Agent a joinder to this Credit Agreement in the form of Exhibit M hereto within twenty (20) Business Days following the execution of a Specified Hedging Agreement, agreeing to be bound by the provisions of this Credit Agreement respecting the role of the Administrative Agent including, without limitation, all exculpatory provisions and indemnification provisions as if such Person were a Lender hereunder and the obligations under the Specified Hedging Agreement were Obligations hereunder; provided that, no Person may join the Credit Agreement for the purpose of securing any obligations under or arising out of any Specified Hedging Agreement which are secured by any Lien on any property or assets other than the Collateral.

“Incentive Arrangements.”  Any (a) earn-out agreements, (b) stock appreciation rights, (c) “phantom” stock plans, (d) employment agreements, (e) non-competition agreements and (f) incentive and bonus plans entered into by TAL Group or any of its Consolidated Subsidiaries for the benefit of, and in order to retain, executives, officers or employees of Persons or businesses.

“Indebtedness.”  As to any Person, without duplication, means (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money, (ii) all obligations of such Person in respect of letters of credit, bankers’ acceptances, and bank guaranties issued for the account of such Person, (iii) all indebtedness of the types described in clause (i), (ii), (iv), (v) or (vi) of this definition secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such

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indebtedness shall be deemed to be in an amount equal to the lesser of (A) the outstanding amount of such Indebtedness and (B) the fair market value of the property to which such Lien relates as determined in good faith by such Person), (iv) the aggregate amount of all capitalized lease obligations of such Person, (v) all Contingent Obligations of such Person, (vi) as of any date of determination, all 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 on such date of determination, and (vii) all obligations of such Person issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are either (x) not overdue by 90 days or more or (y) being contested in good faith by appropriate proceedings promptly instituted and diligently conducted).

“Indemnified Liabilities.”  This term shall have the meaning set forth in Section 16.3.

“Indemnitees.”  This term shall have the meaning set forth in Section 16.3.

“Indenture Trustee.” Any Indenture Trustee under any Master Indenture Document.

“Independent Accountant.”  Any “Big 4” or other nationally or regionally recognized accounting firm that is reasonably acceptable to the Administrative Agent and that is independent with respect to TAL Group and its Subsidiaries within the meaning of the Securities Act of 1933, as amended, and the applicable published rules and regulations thereunder.

“Intercompany Note.”  A promissory note evidencing intercompany loans (other than intercompany Indebtedness pursuant to the Master Indenture Documents or any other Permitted Securitization) made pursuant to Section 9.4(v), substantially in the form of Exhibit J hereto.

“Intercompany Subordination Agreement.”  That certain Intercompany Subordination Agreement, among the Borrower and its Subsidiaries, dated as of the Effective Date, in favor of the Administrative Agent for the benefit of the Lenders, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with its terms.

“Interest Period.”  In connection with each LIBOR Rate Loan, the Borrower, by giving notice at the times described in Section 2.2 hereof, shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1), two (2), three (3), or six (6) months with respect to such Loan; provided that:

(a)           the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

(b)           if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

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(c)           any Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(d)           no Interest Period shall extend beyond the Availability Termination Date; and

(e)           there shall be no more than ten (10) different Interest Periods applicable to LIBOR Rate Loans outstanding at any time.

“Investments.”  Any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition for value of Capital Stock, Indebtedness or other similar instruments issued by any Person.  In determining the aggregate amount of Investments outstanding at any particular time:  (a) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise; and (d) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.

“Issuing Lender.”  RBS in respect of any standby letter of credit and any other Lender that may agree from time to time to issue any documentary letter of credit, each in its capacity as issuer of any Letter of Credit, or any successor thereto.

“L/C Commitment.”  The lesser of (a) Five Million Dollars ($5,000,000) and (b) the Aggregate Commitments.

“L/C Facility.”  The letter of credit facility established pursuant to Section 3 hereof.

“L/C Obligations.”  At any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of Reimbursement Obligations which have not then been reimbursed pursuant to Section 3.7 hereof, less (c) the aggregate amount of cash collateral provided pursuant to Section 2.4, 3.3 or otherwise.

“L/C Participants.”  The collective reference to all the Lenders other than the Issuing Lender.

“Lease.”  All leases or contracts for use or hire of a Container, Chassis or other assets by a Lessee and TAL Group or any of its Consolidated Subsidiaries, as lessor, including, without limitation, Finance Leases.

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“Lender Affiliate.”  With respect to any Lender, an Affiliate of such Lender.

“Lenders.”  RBS and the other lending institutions listed on Schedule 1 hereto and any other Person who becomes an assignee of any rights and obligations of a Lender pursuant to Section 15.

“Lessee.”  Any obligor under a Lease.

“Letters of Credit.”  This term shall have the meaning assigned thereto in Section 3.1 hereof.

“Leverage Ratio.”  As of a date of determination, the ratio of (a) Consolidated Funded Debt, to (b) Consolidated Tangible Net Worth.

“LIBOR.”  The rate of interest per annum determined on the basis of the rate for deposits in Dollars, in amounts substantially equal to the amount of the LIBOR Rate Loan to which such LIBOR Rate will apply, for a period equal to the applicable Interest Period which appears on a nationally recognized service selected by the Administrative Agent, such as the Telerate Page 3750 (the “Service”) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period.  If, for any reason, such rate does not appear on the Service, then LIBOR shall be determined by the Administrative Agent to be the arithmetic average (rounded upwards, if necessary, to the next higher one-hundredth of one percent (1/100%)) of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period and in an amount substantially equal to the amount of the applicable LIBOR Rate Loan.

“LIBOR Rate.”  A rate per annum (rounded upwards, if necessary, to the next higher one-hundredth of one percent (1 /100%)) determined by the Administrative Agent pursuant to the following formula:

“LIBOR Rate Loan.”  A Loan bearing interest calculated by reference to the LIBOR Rate.

“Lien.”  Any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or other), charge, preference, priority or other security agreement of any kind or nature whatsoever (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any similar recording or notice statute (other than any unauthorized notice filing for which there is not otherwise any underlying Lien or obligation), and any lease having substantially the same effect as the foregoing).

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“Loan.”  Individually, any Revolving Credit Loan or Swing Line Loan and Loans means, collectively, all of such Loans.

“Loan Documents.”  This Credit Agreement, the Notes, each Guaranty, the Securitization Intercreditor Agreement, the Intercompany Subordination Agreement, any Control Agreement, the Master Assignment and Resignation Agreement, the Engagement Letter, any Trust Agreement and the Security Documents and each certificate, agreement or document executed by a Credit Party and delivered to the Administrative Agent or any Lender in connection with or pursuant to the foregoing.

“Loan Request.”  This term shall have the meaning set forth in Section 2.2.

“Majority Lenders.”  As of any date of determination, any single Lender or multiple Lenders having Commitments in the aggregate in excess of fifty percent (50%) of the Aggregate Commitments or, if the Commitments have been terminated, any single or multiple Lenders holding in the aggregate more than fifty percent (50%) of the aggregate outstanding Extensions of Credit; provided that the Commitment of, and the portion of the outstanding Extensions of Credit held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

“Management Agreement.”  Each of the following (i) the Amended and Restated Management Agreement, dated as of April 12, 2006, between the Borrower and TAL Advantage I LLC, (ii) that certain Management Agreement, dated as of March 27, 2008, between the Borrower and TAL Advantage II LLC, (iii) that certain Management Agreement, dated as of October 23, 2009, between the Borrower and TAL Advantage III LLC and (iv) that certain Management Agreement, dated as of June 28, 2010, between the Borrower and TAL Advantage IV LLC.

“Margin Stock.”  The term shall have the meaning provided in Regulation U.

“Master Assignment and Resignation Agreement.” This term shall have the meaning specified in the preamble of this Credit Agreement.

“Master Indenture.”  Each of (i) the Amended and Restated Indenture, dated as of April 12, 2006, between TAL Advantage I LLC and U.S. Bank National Association, as indenture trustee, (ii) the Indenture, dated as of March 27, 2008, between TAL Advantage II LLC and U.S. Bank National Association, a national banking association, (iii) the Indenture, dated as of October 23, 2009, between TAL Advantage III LLC, and ▇▇▇▇▇ Fargo Bank, National Association, as the Indenture Trustee, and (iv) the Indenture, dated as of June 28, 2010, between TAL Advantage IV LLC, and ▇▇▇▇▇ Fargo Bank, National Association, as the Indenture Trustee.

“Master Indenture Documents.”  The Master Indenture and all other “Transaction Documents” (as such term is defined in the Master Indenture), in each case, as amended, supplemented, replaced, extended or otherwise modified from time to time.

“Material Adverse Effect.”  With respect to any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding):

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(a)           a material adverse effect on the business, financial condition or operations of the Borrower and its Restricted Subsidiaries taken as a whole; or

(b)           a material adverse effect on the ability of the Borrower to perform any of its monetary Obligations under any of the Loan Documents.

“Moody’s.”  ▇▇▇▇▇’▇ Investor Service, Inc., or any successor thereto.

“Multiemployer Plan.”  Any multiemployer plan, as defined in Section 4001(a)(3) of ERISA with respect to which the Borrower or any ERISA Affiliate shall have any liability.

“Net Book Value.”  With respect to a Container or a Chassis, as the case may be, as of any date of determination, one of the following amounts:

(A)          with respect to a Container or Chassis that as of such date of determination is subject to a Finance Lease, the net book value, as determined in accordance with GAAP, of such Container or Chassis as of the last day of the month immediately preceding such date of determination; or

(B)          with respect to a Container or Chassis that as of such date of determination is not subject to a Finance Lease, the excess of (i) the Original Equipment Cost of such Container or Chassis, over (ii) the accumulated depreciation with respect to such Container or Chassis, calculated as of the last day of the immediately preceding month utilizing the Credit Agreement Depreciation Policy; (it being understood that any portion of the Original Equipment Cost of such Container or Chassis that is attributable to an improvement to such Container or Chassis pursuant to clause (B)(iii) of the definition of “Original Equipment Cost”, shall, notwithstanding the foregoing, be depreciated over the remaining depreciation period of such Container or Chassis from and after the date of such improvement, in each case, as determined in accordance with the Credit Agreement Depreciation Policy).

With respect to any Collateral other than Containers and Chassis, Net Book Value shall be determined in accordance with GAAP.

“Non-Excluded Taxes.”  Any taxes other than:

(i)            income taxes, branch profits taxes, franchise taxes or any other tax imposed on the net income of any Lender or the Administrative Agent under the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which such Lender or the Administrative Agent is organized or in which the principal office or funding office of such Lender or the Administrative Agent is located;

(ii)           any deduction, withholding or other imposition of taxes that arises as a result of a present or former connection between any Lender or the Administrative Agent and the relevant jurisdiction imposing such tax, including carrying on business in, having a branch, agency or permanent establishment in, or being resident in such jurisdiction but excluding any such connection which arises solely as a result of such Lender or

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the Administrative Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document or otherwise solely by virtue of the Loan Documents; and

(iii)          in the case of a Non-U.S. Lender, any U.S. federal  withholding tax that (a) is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party hereto (or designates a new lending office), except (x) to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 5.2.2 or (y) if such Non-U.S. Lender is an assignee pursuant to a request by the Borrower under Section 16.13, or (b) is attributable to such Non-U.S. Lender’s failure to comply with Sections 5.2.3 or 5.2.4.

“Non-U.S. Lender.”  This term shall have the meaning set forth in Section 5.2.3.

“Notes.”  Collectively the Revolving Credit Notes and the Swing Line Note and Note means any of such Notes.

“Obligations.”  All advances to, and debts, liabilities, obligations, covenants and duties of, TAL Group, any Subsidiary Guarantor or the Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest (including post petition interest) and fees that accrue after the commencement by or against TAL Group or the Borrower of any proceeding under any the Bankruptcy Code of the United States, or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Original Administrative Agent.”  This term shall have the meaning specified in the preamble of this Credit Agreement.

“Original Credit Agreement.”  This term shall have the meaning specified in the preamble of this Credit Agreement.

“Original Control Agreement.”  That certain Deposit Account Credit Agreement, dated as of August 15, 2007, by and among the Borrower, the Original Administrative Agent and Citibank, N.A., as securities intermediary, as may be amended, restated, supplemented or modified from time to time.

“Original Effective Date.”  August 15, 2007.

“Original Equipment Cost.”  As of any date of determination for a Container or a Chassis, as the case may be, an amount equal to the sum of (i) the greater of (A) the vendor’s or

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manufacturer’s invoice price of such Chassis or Container and (B) with respect to those Chassis and Containers that were acquired by Borrower through an asset purchase or other acquisition, the purchase price allocated to such Chassis or Container by Borrower in the acquisition of such Chassis or Container, plus (ii) reasonable and customary inspection, transport and initial positioning costs necessary to put such Container or Chassis in service, plus (iii) the cost of any improvement to such Container that has been capitalized in accordance with GAAP.

“Original Intercompany Subordination Agreement.” That certain Intercompany Subordination Agreement, dated as of November 3, 2004, executed by and among the Borrower and its Subsidiaries in favor of Fortis Capital Corp. and which was relied upon by the Original Administrative Agent for the benefit of the Original Lenders in respect of all rights and benefits agreed to by the Borrower and its Subsidiaries, in favor of Fortis Capital Corp. and any other lender thereto, to inure to the benefit of the Original Administrative Agent for the benefit of the Original Lenders.

“Original Lenders.”  PNC Bank, as successor in interest to National City Bank, BNP Paribas, as successor in interest to Fortis Capital Corp. and Bank of America, N.A.

“Original Loan Documents.” The Original Credit Agreement, the Original Guaranty, the Securitization Intercreditor Agreement, the Intercompany Subordination Agreement, the Original Control Agreement, any Trust Agreement and the Original Security Documents and each note executed in favor of the Original Lenders, each certificate, agreement or document executed by a Credit Party and delivered to the Original Administrative Agent or the Original Lenders in connection with or pursuant to the Original Credit Agreement.

“Original Parent Guaranty.”  That certain Guaranty, dated as of August 15, 2007, by TAL Group, in favor of the Original Administrative Agent for the benefit of the Original Lenders.

“Original Pledge Agreement.”  That certain Pledge Agreement, dated as of August 15, 2007, by the Borrower in favor of the Original Administrative Agent for the benefit of the Original Lenders.

“Original Security Agreement.”  That certain Security Agreement, dated as of August 15, 2007, by the Borrower in favor of the Original Administrative Agent for the benefit of the Original Lenders.

“Original Subsidiary Guaranty.”  That certain Subsidiary Guaranty, dated as of August 15, 2007, (x) by TAL International Structured Inc., and (y) Box Rent, Inc., in each case in favor of the Original Administrative Agent for the benefit of the Original Lenders; provided, that as of the Effective Date Box Rent, Inc. shall be released as a guarantor under the Subsidiary Guaranty, dated as of August 15, 2007 executed by it in favor of the Original Administrative Agent for the benefit of the Original Lenders and such Subsidiary Guaranty shall be deemed to be terminated.

“Other Taxes.”  This term shall have the meaning set forth in Section 5.2.2(b).

“Parent Guaranty.”  The Amended and Restated Guaranty, dated as of November 30, 2011, by TAL Group Inc., in favor of the Administrative Agent for the benefit of the Lenders (as

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may be amended, restated, supplemented or modified from time to time), amending and restating the Original Parent Guaranty in its entirety.

“Participant.”  This term shall have the meaning set forth in Section 15.4 hereof.

“Patriot Act.”  This term shall have the meaning set forth in Section 16.15.

“Payment Date.”  With respect to any payment one of the following:  (i) as to Commitment Fees and interest payments on any Base Rate Loan, the last Business Day of the calendar quarter with respect to interest accrued during such calendar quarter; (ii) as to interest payments on LIBOR Rate Loan in respect of which the Interest Period is (a) three months or less, the last day of such Interest Period and (b) more than three months, the date that is three months from the first day of such Interest Period and, in addition, the last day of such Interest Period or (iii) as to principal payments, the Availability Termination Date (or, as to any Swing Line Loan, such earlier date as to which the Swing Line Lender may demand payment).

“PBGC.”  The Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Permitted Business.”  The purchase, operation, management, administration, storage, leasing, financing and sale of equipment and other capital assets which are used in connection with the transportation of freight and any activities that are substantially similar, related, complementary, ancillary or incidental thereto.  Such equipment and other capital assets shall include, without limitation, intermodal containers, chassis, port equipment, harbor vessels, trucks, cranes and other equipment and other capital assets used in connection with the transportation of freight.  The logistics business, management services business, the purchase and resale business, the static storage business, the finance lease business and all other businesses and activities engaged in by the Borrower or its Subsidiaries on the Effective Date, and any activities that are substantially similar, related, complementary, ancillary or incidental thereto or extensions thereof, are also deemed to be a Permitted Business.  For the avoidance of doubt, all activities contemplated by the Master Indenture Documents and all activities related to a Permitted Securitization shall be deemed to be a “Permitted Business” hereunder.  While the parties intend for this definition to be interpreted broadly, they agree, however, that the purchase, operation, storage, leasing, financing and sale of international container ships shall not be considered a “Permitted Business” hereunder.

“Permitted Hedging Agreement.”  A Hedging Agreement to which the Borrower or any of its Restricted Subsidiaries is a party so long as such Hedging Agreement, (a) is designed to protect such Person against fluctuations in those interest rates, exchange rates, forward rates or commodity prices that normally arise in connection with such Person’s ordinary course of business or as otherwise required to be entered into by such Person pursuant to, and in accordance with, the terms of any Loan Document, and (b) is a bona fide hedging activity and is not for speculative purposes.

“Permitted Indebtedness.”  This term shall have the meaning set forth in Section 9.4 hereof.

“Permitted Liens.”  This term shall have the meaning set forth in Section 9.3 hereof.

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“Permitted Securitization.”  Each of (A) the transactions effected or to be effected from time to time pursuant to the Master Indenture Documents, and (B) any other transaction pursuant to which (i) the Borrower and/or its Respective Subsidiaries either (x) sells, conveys or otherwise transfers, or grants a security interest in, containers or chassis, leases and other related assets or (y) sells, conveys, issues or otherwise transfers or grants a security interest in a SUBI, in either case, to a Special Purpose Vehicle or any other Person (other than the Borrower or any of its respective Subsidiaries), (ii) such Special Purpose Vehicle or such other Person issues Indebtedness (or interests therein) that is secured by such containers or chassis, leases and other related assets (or by a SUBI), (iii) neither the Borrower nor any of its Restricted Subsidiaries (other than a Special Purpose Vehicle) has any obligation to maintain such entity’s financial condition or cause such entity to achieve certain levels of operating results (other than those related to or incidental to the relevant Permitted Securitization) and (iv) none of the holders of the related Indebtedness shall have recourse to the Borrower or any of its Restricted Subsidiaries (other than a Special Purpose Vehicle) for credit losses on leases or the inability of the containers or chassis, in each case subject to the Permitted Securitization, to generate sufficient cash flow to repay such Indebtedness issued by such entity.

“Permitted Transaction.  Any of the following transactions:

(i)            any Permitted Securitization, including, without limitation, any sale, contribution or other transfer of Containers, Chassis, Leases and Related Assets in connection with a Permitted Securitization from time to time so long as no Default or Event of Default is then continuing (or would result from such sale, contribution or transfer of containers, chassis, leases and related assets or a SUBI);

(ii)           any Lease in the ordinary course of business;

(iii)          any merger, consolidation, dissolution or liquidation of any Restricted Subsidiary of the Borrower with and into the Borrower (so long as the Borrower is the surviving corporation of such merger, consolidation, dissolution or liquidation);

(iv)          any merger, consolidation, dissolution or liquidation of any Restricted Subsidiary of the Borrower with and into any other Restricted Subsidiary of the Borrower;

(v)           any sale, assignment, transfer, conveyance or other disposition of assets by the Borrower to any Restricted Subsidiary of the Borrower;

(vi)          any sale, assignment, transfer, conveyance or other disposition of assets by any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower;

(vii)         any sale, assignment, transfer, conveyance or other disposition by the Borrower or any Restricted Subsidiary of the Borrower of any Cash Equivalents;

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(viii)        any disposition of used, obsolete, uneconomic, worn-out or surplus assets of the Borrower and its Restricted Subsidiaries in the ordinary course of business;

(ix)          any sale, assignment, transfer, conveyance or other disposition by the Borrower or any Restricted Subsidiary of the Borrower of Containers, Chassis or other assets to their respective Lessees in the ordinary course of business pursuant to (A) a Finance Lease that is originated in the ordinary course of business, (B) a purchase option contained in any Lease with such Lessee that was originated in the ordinary course of business or (C) any other arm’s length transaction with a Person that is not an Affiliate of the Borrower entered into in the ordinary course of business; and

(x)           any other sale or disposition by the Borrower or any Restricted Subsidiary of the Borrower of Containers, Chassis or other assets that will result in net sales proceeds (after deducting any costs incurred in connection with each such sale) of not less than the sum of the net book values, determined in accordance with GAAP, of the Containers, Chassis or other assets that were sold.

“Person.”  An individual, any partnership, a corporation, a joint venture, a trust, an unincorporated organization, or a government or any agency or political subdivision thereof.

“Plan.”  Any employee pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or any of its ERISA Affiliates is an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement.”  That certain Amended and Restated Pledge Agreement, dated as of November 30, 2011, by the Borrower in favor of the Administrative Agent and the Collateral Agent for the benefit of the Lenders (as may be amended, restated, supplemented or modified from time to time), amending and restating the Original Pledge Agreement in its entirety.

“Pledge Agreement Collateral.”  This term shall mean all of the “Collateral” as defined in the Pledge Agreement.

“Preferred Equity.”  With respect to the Capital Stock of any Person means Capital Stock of such Person (other than common stock of such Person) of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Stock of any other class of such Person.

“Prime Rate.”  At any time, the rate of interest per annum announced from time to time by RBS as its prime rate.  Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs.  The parties hereto acknowledge that the rate announced by RBS as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“RBS.” This term shall have the meaning specified in the preamble of this Credit Agreement.

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“Record.”  Any grid attached to a Note, or the continuation of any such grid, or any other similar record, including computer records, maintained by the Administrative Agent with respect to any Loan referred to in such Note.

“Refinance.”  In respect of any security or Indebtedness, means to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part.  Refinanced and Refinancing shall have correlative meanings.

“Refinancing Indebtedness.”  Any Refinancing by the Borrower or any Restricted Subsidiary of the Borrower of Indebtedness permitted by or incurred in accordance with clause (i), (ii), (v), (vi), (vii), (viii), (ix), (xii), (xiv), (xv) or (xvi) of Section 9.4, in each case that does not:

(1)           have an aggregate principal amount (or, if such Indebtedness is issued with original issue discount, an aggregate offering price) greater than the sum of (x) the aggregate principal amount of the Indebtedness being Refinanced (or, if such Indebtedness being Refinanced is issued with original issue discount, the aggregate accreted value) as of the date of such proposed Refinancing plus (y) the amount of fees, expenses, premium, defeasance costs and accrued but unpaid interest relating to the Refinancing of such Indebtedness being Refinanced; or

(2)           create Indebtedness with:  (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced.

“Register.”  This term shall have the meaning set forth in Section 15.3.

“Regulation T.”  Regulation T of the Board of Governors of the Federal Reserve System as from to time in effect and any successor to all or any portion thereof.

“Regulation U.”  Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Regulation X”.  Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or any portion thereof.

“Reimbursement Obligation.”  The obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.7 hereof for amounts drawn under Letters of Credit.

“Related Assets.”  With respect to any Container or Chassis owned by any Person:  (i) all of such Person’s right, title and interest in and to, but none of its obligations under, any agreement between such Person and the manufacturer of each such Container or Chassis pursuant to which such Person acquired a Container or Chassis from such manufacturer, and all amendments, additions and supplements hereafter made with respect thereto, (ii) all of such Person’s right, title and interest in and to any Lease which such Container or Chassis is subject to from time to time, (iii) all right, title and interest of such Person in and to all payments, proceeds

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and other amounts in respect of such Container or Chassis (or any Lease to which such Container or Chassis is subject) which have accrued but have not been paid and (iv) all payments, proceeds and income of the foregoing or related thereto.

“Related Parties.”  With respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Restricted Subsidiary.”  With respect to any Person, any Subsidiary of such Person that is not an Unrestricted Subsidiary of such Person.

“Returns.”  This term shall have the meaning set forth in Section 7.17.

“Revolving Credit Facility.”  The revolving credit facility established under Section 2.1 hereof.

“Revolving Credit Loan.”  Any loan made by a Lender to the Borrower pursuant to Section 2.1 hereof, and all such loans collectively as the context requires.

“Revolving Credit Note.”  Any Revolving Credit Note made by the Borrower and payable to the order of a Lender, substantially in the form of Exhibit C-1 hereto, evidencing the Revolving Credit Loans made by such Lender, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Revolving Credit Period.”  The period commencing on the Effective Date and ending on the Availability Termination Date.

“SEC.”  The United States Securities and Exchange Commission.

“Secured Obligations.”  Collectively, (a) the Obligations and (b) any obligations under or arising out of Hedging Agreements that have been or will be entered into by Borrower with any Hedge Counterparty from time to time; provided that, no obligations under or arising out of any Hedging Agreement which are secured by any Lien on any property or assets other than the Collateral shall be Secured Obligations.

“Secured Parties.”  The Administrative Agent, the Lenders, the Issuing Lender and all other Persons referred to in any of the Loan Documents as a beneficiary of the security interests granted therein and all other holders of Secured Obligations including, without limitation, any and all Hedge Counterparties.

“Securitization Intercreditor Agreement.”  That certain intercreditor agreement among Borrower, TAL Advantage I LLC, a Delaware limited liability company, Fortis Capital Corp., a Connecticut corporation and the Indenture Trustee, dated as of April 12, 2006, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with its terms.

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“Security Agreement.”  That certain Amended and Restated Security Agreement, dated as of November 30, 2011 by the Borrower in favor of the Administrative Agent and the Collateral Agent for the benefit of the Lenders (as may be amended, restated, supplemented or modified from time to time), amending and restating the Original Security Agreement in its entirety.

“Security Documents.”  The Security Agreement, the Pledge Agreement, the Original Control Agreement and other instruments and documents, including, without limitation, Uniform Commercial Code financing statements (or documents of similar import) and filings made with the United States Patent and Trademark Office and United States Copyright Office, required to be executed or delivered pursuant to any Security Document.

“Senior Designated Officer.”  The Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of the Borrower.

“Specified Collateral Value.” Has the meaning specified in Section 6.2.

“Specified Hedging Agreement”.  Any Permitted Hedging Agreement entered into by  the Borrower or any of its Restricted Subsidiaries with a Hedge Counterparty secured by a Lien on the Collateral granted under the Security Documents.

“Special Purpose Vehicle.”  A corporation, partnership, trust, limited liability company or other entity that is formed by the Borrower or one of its Subsidiaries for the purpose of purchasing or financing assets of the Borrower and/or its Subsidiaries pursuant to any Permitted Securitization and that is designated as a “Special Purpose Vehicle” in a written notice delivered to the Administrative Agent by the Borrower.  As of the Effective Date, TAL Advantage I LLC, TAL Advantage II LLC, TAL Advantage III LLC and TAL Advantage IV LLC are the designated Special Purpose Vehicles.

“Specialized Containers.”  All refrigerated containers, tank containers, special purposes containers, open top containers, flat rack containers, bulk containers, high cube containers (other than 40’ high cube dry containers), cellular palletwide containers and all other types of containers other than standard dry cargo containers.

“S&P.”  Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or any successor thereto.

“State.”  Any state of the United States of America.

“SUBI.”  A special unit of beneficial interest in a Trust.  References to a SUBI shall be deemed to include, where applicable, references to one or more certificates representing such SUBI.

“Subsidiary.”  With respect to (i) any Person shall mean and include any corporation, partnership, association, limited liability company, joint venture or other entity more than 50% of whose Voting Stock is at the time owned by such Person directly or indirectly through one or more Subsidiaries of such Person and (ii) in addition, with respect to the Borrower, shall also mean any Trust.

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“Subsidiary Guarantor.”  Each Person that has executed and delivered to the Administrative Agent a Subsidiary Guaranty pursuant to Section 8.8 hereof, and as of the Effective Date shall include each Domestic Subsidiary (other than Box Rent, Inc.); provided, however, that the term Subsidiary Guarantor shall not include TAL Advantage I LLC or any other Special Purpose Vehicle created in connection with a Permitted Securitization or any Unrestricted Subsidiary.

“Subsidiary Guaranty.”  That certain Amended and Restated Guaranty, dated as of November 30, 2011 executed by TAL International Structured, Inc. (as may be amended, restated, supplemented or modified from time to time), amending and restating the Original Subsidiary Guaranty in its entirety.

“Surviving Entity.”  This term shall have the meaning set forth in Section 9.2(a).

“Swing Line Commitment.”  The obligation of the Swing Line Lender to make Swing Line Loans to the Borrower up to a specified maximum principal amount as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof.  On the Effective Date , the Swing Line Commitment shall be Ten Million Dollars ($10,000,000).

“Swing Line Facility.”  The swing line facility established under Section 2.10 hereof.

“Swing Line Lender.”  RBS, in its capacity as swing line lender hereunder.

“Swing Line Loan.”  Any swing line loan made by the Swing Line Lender to a Borrower pursuant to Section 2.10 hereof, and all such swing line loans collectively as the context requires.

“Swing Loan Maturity Date.”  With respect to any Swing Line Loan, the due date for such Swing Line Loan, as established by the Swing Line Lender and agreed to by the Borrower, which date shall be a date less than 10 Business Days following the date such Swing Line Loan was made.

“Swing Line Note.”  The Swing Line Note made by the Borrower and payable to the order of the Swing Line Lender, substantially in the form of Exhibit C-2 hereto, evidencing the Swing Line Loans, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Systems/Organizational Establishment Expenses.”  The aggregate of all expenditures (whether paid in cash or accrued as liabilities) by TAL Group and the Consolidated Subsidiaries in establishing, implementing, integrating or replacing financial, information technology and other similar systems of TAL Group and its Consolidated Subsidiaries.

“TAL Group.”  TAL International Group, Inc., a corporation organized under the laws of the State of Delaware and its successors and permitted assigns.

“Termination Value.”  As of any date of determination with respect to any Specified Hedging Agreement, (a) for any date on or after the date such Specified Hedging Agreement has been closed out and the termination value thereof determined in accordance therewith, such termination value payable by the Borrower or any of its Restricted Subsidiaries, and (b) for any

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date prior to the date referenced in clause (a), the aggregate amount payable by the Borrower or any Restricted Subsidiary for such Specified Hedging Agreement, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in Hedging Agreements selected by Borrower in good faith (which may include, without limitation, the Hedge Counterparty, or any Lender, or any of their respective affiliates).

“Trading With the Enemy Act.”  This term shall have the meaning set forth in Section 7.20.

“Trust.”  Any titling trust established by, or on behalf of, the Borrower in order to serve as the registered owner of Chassis.

“Trust Account.”  This term shall have the meaning forth in the Master Indenture.

“Trust Agreement.”  Any trust agreement pursuant to which a Trust is established.

“Type.”  As to all or any portion of any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

“Unrestricted Subsidiary.”  With respect to any Person, (i) any Subsidiary of such Person organized or acquired directly or indirectly by TAL Group after the Effective Date that substantially contemporaneously with such organization or acquisition, such Person designates as an “Unrestricted Subsidiary” by written notice to the Administrative Agent and (ii) any other existing Unrestricted Subsidiary of such Person.  So long as no Default or Event of Default shall result therefrom, the Borrower may designate any Unrestricted Subsidiary as a “Restricted Subsidiary” by written notice to the Administrative Agent.  As of Effective Date, all of the Subsidiaries of the Borrower set forth on Schedule 7.13 of the Effective Date Officer’s Certificate are Restricted Subsidiaries, and, after the Effective Date, such Subsidiaries shall not be permitted to be Unrestricted Subsidiaries.

“UCC.”  The Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

“Uniform Customs.” means, in the case of (i) standby Letters of Credit, the International Standby Practices ISP98 (1998), International Chamber of Commerce Publication No. 590, as the same may be amended or revised from time to time, and (ii) documentary Letters of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600, as the same may be amended or revised from time to time.

“Voting Stock.”  Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right to so vote exists by reason of the happening of a contingency.

“Weighted Average Life to Maturity.”  When applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the then outstanding aggregate principal

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amount of such Indebtedness into (2) the sum of the total of the products obtained by multiplying:

(A)          the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

(B)          the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wholly-Owned Subsidiary.”  As to any Person, (i) any corporation 100% of whose Capital Stock (other than director’s qualifying shares and/or other nominal amounts of shares required by applicable law to be held by Persons other than such Person) is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person owns 100% of the Capital Stock at such time (other than director’s qualifying shares and/or other nominal amounts of interests required by applicable law to be held by Persons other than such Person).

“Withdrawal Liability.”  Liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

1.2          RULES OF INTERPRETATION.

(a)           A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement.

(b)           The singular includes the plural and the plural includes the singular.

(c)           A reference to any law includes any amendment or modification to such law.

(d)           A reference to any Person includes its successors and permitted assigns.

(e)           Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer.

(f)            The words “include”, “includes”, and “including” are not limiting.

(g)           All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have

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the meanings assigned to them therein, with the terms “instrument” and “chattel paper” being that defined under Article 9 of the Uniform Commercial Code.

(h)           Reference to a particular Section refers to that section of this Credit Agreement unless otherwise indicated.

(i)            The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement.

(j)            Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

(k)           This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof.

(l)            This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent, the Lenders and the Borrower and are the product of discussions and negotiations among all parties.  Accordingly, this Credit Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents.

1.3          USE OF DEFINED TERMS.  Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Credit Agreement shall have such meanings when used in the Schedules attached hereto and in each other Loan Document, notice and other communication delivered from time to time in connection with this Credit Agreement or any other Loan Document.

1.4          ACCOUNTING AND FINANCIAL DETERMINATIONS.  Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including computation of the financial ratios and covenants contained in Section 10) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with GAAP; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such

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change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

2.                                      COMMITMENTS OF LENDERS.

2.1                               COMMITMENTS TO MAKE LOANS.  Subject to the terms and conditions of this Credit Agreement, each Lender severally agrees to make loans (“Revolving Credit Loans”) to the Borrower from time to time from the Effective Date through the Availability Termination Date as requested by the Borrower in accordance with the terms of Section 2.2 hereof; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) plus all outstanding Swing Line Loans and L/C Obligations shall not exceed the Aggregate Commitment; and (b) the sum of (i) the principal amount of outstanding Revolving Credit Loans (after giving effect to any amount requested) from any Lender to the Borrower plus (ii) the product of (x) such Lender’s Commitment Percentage multiplied by (y) the aggregate outstanding L/C Obligations and Swing Line Loans, shall not at any time exceed such Lender’s Commitment as set forth on Schedule 1 hereto.  Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of Revolving Credit Loan requested on such occasion.  Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Availability Termination Date.

2.2                               REQUESTS FOR REVOLVING CREDIT LOANS.  The Borrower shall give to the Administrative Agent irrevocable written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in a writing in the form of Exhibit B hereto) of its intention to borrow each Revolving Credit Loan requested hereunder (a “Loan Request”), no later than 11:00 a.m. (New York time) (i) on the date of each Base Rate Loan request and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be in an amount equal to the amount of the Aggregate Commitment then available to the Borrower, or if less, (x) with respect to Base Rate Loans, in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, and (y) with respect to LIBOR Rate Loans, in an aggregate principal amount of $5,000,000 or a whole multiple of $100,000 in excess thereof, (C) whether the Revolving Credit Loans are to be LIBOR Rate Loans, Base Rate Loans, or, if a combination thereof, the amount allocated to each and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto.  Notices received after 11:00 a.m. (New York time) shall be deemed received on the next Business Day.  The Administrative Agent shall promptly notify the Lenders of each Loan Request.

2.3                               THE NOTES.  The Revolving Credit Loans of each Lender shall be evidenced, at the request of such Lender, by a separate Revolving Credit Note, in a maximum principal amount equal to such Lender’s Commitment to make Revolving Credit Loans.  The Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Funding Date of any Revolving Credit Loan or at the time of receipt of any payment of principal on such Lender’s Revolving Credit Note, an appropriate notation on such Revolving Credit Note reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment.  The outstanding amount of the Revolving Credit Loans set forth on any Revolving Credit Note shall be prima facie evidence absent manifest error of the principal amount thereof

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owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Revolving Credit Note shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Revolving Credit Note when due.

2.4                               TERMINATION OR REDUCTION OF COMMITMENTS.  The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 3:00 p.m. (New York time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) each permanent reduction permitted or required pursuant to this Section 2.4 shall be accompanied by a payment of principal to the extent the aggregate outstanding Loans and Reimbursement Obligations exceed the reduced amount of the Aggregate Commitment.  If the reduced amount of the Aggregate Commitment, less all outstanding Loans and Reimbursement Obligations, is less than the aggregate amount then undrawn and unexpired in respect of all outstanding Letters of Credit, the Borrower shall be required to deposit in a cash collateral account opened by the Administrative Agent an amount equal to such difference.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.  Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage.  All fees accrued until the effective date of any termination or reduction of the Aggregate Commitments shall be paid on the effective date of such termination or reduction.

2.5                               REPAYMENT OF REVOLVING CREDIT LOANS.  The unpaid principal balance of, and all accrued interest and other amounts owing on, or with respect to, the Revolving Credit Loans shall be payable in full on the earlier to occur of (x) the Availability Termination Date and (y) the date on which the Revolving Credit Loans and the other Obligations have been declared due and payable in accordance with the provisions of Section 13.1 hereof.

2.6                               FUNDING BY LENDERS; PRESUMPTION BY ADMINISTRATIVE AGENT.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Funding Date that such Lender will not make available to the Administrative Agent such Lender’s share of such requested Revolving Credit Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.1, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable requested Revolving Credit Loan available to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative Agent forthwith on demand (a) such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to, but excluding, the date of payment to the Administrative Agent, at, in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (b) and an administrative fee of $200.  If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s portion of the requested Revolving Credit Loan.

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2.7                               FAILURE TO SATISFY CONDITIONS PRECEDENT.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the provisions of this Credit Agreement, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Sections 11 and 12 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

2.8                               OBLIGATIONS OF LENDERS SEVERAL.  The obligations of the Lenders hereunder to make Loans and to make payments pursuant to this Credit Agreement are several and not joint.  The failure of any Lender to make any Loan or to make any payment under this Credit Agreement on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under this Credit Agreement.

2.9                               REVOLVING CREDIT FACILITY.  The credit facility evidenced by this Credit Agreement is a revolving credit facility.  Accordingly, the Borrower will, subject to compliance with the terms of this Credit Agreement, have the right during the Revolving Credit Period to reborrow any amounts repaid to the Lenders in accordance with the terms of this Credit Agreement.

2.10                        SWING LINE LOANS.

2.10.1                                 AVAILABILITY.  Subject to the terms and conditions of this Agreement, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time from the Effective Date through, but not including, the Availability Termination Date; provided, that the aggregate outstanding principal amount of all Swing Line Loans (after giving effect to any amount requested), shall not at any time exceed the lesser of (i) the Aggregate Commitment less the sum of all outstanding Revolving Credit Loans and the L/C Obligations and (ii) the Swing Line Commitment.  The Borrower shall give to the Swing Line Lender a written Loan Request for each Swing Line Loan requested hereunder no later than 2:00 p.m. (New York time) on the proposed Funding Date.  Each borrowing of a Swing Line Loan must be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof.  Each Swing Line Loan shall reduce the Aggregate Commitments on a dollar-for-dollar basis.

2.10.2                                 REPAYMENT.  Unless otherwise agreed in writing, the Borrower shall repay the outstanding principal amount of each Swing Line Loan on the earliest to occur of (i) the Availability Termination Date, (ii) the Swing Line Maturity Date for that Swing Line Loan or (iii) upon the occurrence and during the continuation of any Default or Event of Default, following demand therefore by the Swing Line Lender.

2.10.3                                 REFUNDING.

(a)                                 If and to the extent Swing Line Loans are not repaid by the Borrower pursuant to Section 2.10.2 above, Swing Line Loans shall be refunded by the Lenders on demand by the Swing Line Lender.  Such refundings shall be made by the Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as

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Revolving Credit Loans of the Lenders on the books and records of the Administrative Agent.  Each Lender shall fund its respective Commitment Percentage of Revolving Credit Loans as required to repay Swing Line Loans outstanding to the Swing Line Lender upon such demand by the Swing Line Lender but in no event later than 2:00 p.m. (New York time) on the next succeeding Business Day after such demand is made.  No Lender’s obligation to fund its respective Commitment Percentage of a Swing Line Loan shall be affected by any other Lender’s failure to fund its Commitment Percentage of a Swing Line Loan, nor shall any Lender’s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage.

(b)                                 The Borrower shall pay to the Swing Line Lender on demand the amount of such Swing Line Loans to the extent amounts received from the Lenders pursuant to (a) above are not sufficient to repay in full the outstanding Swing Line Loans requested or required to be refunded.  If any portion of any such amount paid to the Swing Line Lender shall be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders that have not reimbursed the Swing Line Lender pursuant to clause (a) above in accordance with their respective ratable share (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swing Line Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received actual notice and which such Event of Default has not been waived by the Majority Lenders or the Lenders, as applicable).

(c)                                  Each Lender acknowledges and agrees that its obligation to refund Swing Line Loans in accordance with the terms of this Section 2.10.3(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 12 hereof.  Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swing Line Loans pursuant to this Section 2.10.3, one of the events described in Section 13.1(h) hereof shall have occurred, each Lender will, on the date the applicable Revolving Credit Loan would have been made pursuant to Section 2.10.3(a) hereof, purchase an undivided participating interest in the Swing Line Loan to be refunded in an amount equal to its Commitment Percentage of the aggregate amount of such Swing Line Loan.  Each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation of any Swing Line Loan.  Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded).

2.10.4                                 SWING LINE NOTE.  The Swing Line Loans and the obligations of the Borrower to repay such Swing Line Loans shall, if requested by the Swing Line Lender, be evidenced by a Swing Line Note executed by Borrower payable to the order of the Swing Line Lender, in the maximum principal amount of the Swing Line Commitment.  The Swing Line Note shall be dated the Effective Date.

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2.11                        INCREMENTAL COMMITMENT INCREASE.  Subject to the terms and conditions set forth below, prior to the Availability Termination Date, the total Aggregate Commitment may be increased from time to time (each a “Commitment Increase”), at the request of the Borrower and with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), provided that the aggregate amount of Commitment Increases shall not exceed $50,000,000 and the Aggregate Commitments following any Commitment Increase shall not exceed $150,000,000.  Each Commitment Increase shall be for a minimum of $5,000,000 or such lesser amount as is necessary to achieve $150,000,000 in total Commitment Increase (or increments of $1,000,000 in excess thereof, or any amount that would achieve the full $150,000,000 in total Commitment Increase) and shall be effectuated pursuant to the following procedures:

(a)                                 Not less than 10 days prior to the proposed effective date of any Commitment Increase, the Borrower shall notify the Administrative Agent in writing of their request for a Commitment Increase (an “Increase Request”), including the intended date and amount thereof.  All other terms and conditions applicable to such Commitment Increase shall be the same as applicable to the Commitment in general.  Such Increase Request shall be accompanied by a certificate from the Borrower signed by an Authorized Officer certifying to the Administrative Agent (i) and attaching the resolutions adopted by the Borrower approving or consenting to such increase, (ii) that no other approvals or consents from any Person are required by any such Person except to the extent they have been received, (iii) that no Default or Event of Default has occurred and is continuing, (iv) that the financial projections in form and substance reasonably acceptable to the Administrative Agent and demonstrating compliance with Section 10 throughout the term of this Agreement after giving effect to such Commitment Increase and (v) that the conditions precedent to all Loans set forth in Section 12 are satisfied as of such date.

(b)                                 The Administrative Agent shall promptly notify existing Lenders of such request by the Borrower, which request by Borrower shall include the identification of any particular existing Lenders (each an “Existing Participating Lender”) or proposed new lenders reasonably acceptable to the Administrative Agent (each a “New Participating Lender” and, collectively with all Existing Participating Lenders, the “Participating Lenders”) to fund such increase.  Evidence of the commitment of each Participating Lender to fund such amount of the Commitment Increase as is allocated to such Participating Lender by the Borrower will be obtained by Borrower from each Participating Lender and delivered to the Administrative Agent, which shall be in form and substance reasonably satisfactory to the Administrative Agent.  Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to agree to any Commitment Increase nor shall any Lender be obligated to participate in any Commitment Increase.  Participation in any such Commitment Increase shall be completely optional and at the sole discretion of each Lender.

Any Commitment Increase shall be effected by an increase in any one or more of the Existing Participating Lenders’ Commitments, and/or by the addition of the Commitments of New Participating Lender(s).

Notwithstanding the foregoing, final allocation of any Commitment Increase shall be at the sole discretion of the Administrative Agent and the Borrower; provided, that each Existing

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Participating Lender agrees to accept any allocation amount designated by the Borrower and the Administrative Agent that is equal to or less than such portion of such Commitment Increase that the Existing Participating Lender previously committed to.

To the extent that any Commitment Increase is effected pursuant to this Section 2.11, the Administrative Agent and the Borrower shall amend Schedule 1 hereto to reflect such Commitment Increase, which amendment shall not require the additional consent of any Lender or other Person.

3.                                      LETTER OF CREDIT FACILITY.

3.1                               L/C COMMITMENT.  Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.6(a) hereof, agrees to issue standby letters of credit in the case of RBS and documentary letters of credit in the case of any other Lender who may agree from time to time to issue documentary letters of credit (such standby letters of credit and documentary letters of credit, collectively herein, “Letters of Credit”) for the account of the Borrower or any of its Restricted Subsidiaries on any Business Day from the Effective Date through but not including the Availability Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if:

(a)                                 there exists a Default or an Event of Default, or the issuance of such Letter of Credit would give rise to a Default or an Event of Default; or

(b)                                 after giving effect to such issuance:

(i)                                     the L/C Obligations would exceed the L/C Commitment;

(ii)                                  the L/C Obligations, plus the outstanding principal amount of Loans, would exceed the Aggregate Commitment; or

(iii)                               such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law.

References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

3.2                               TERMS OF LETTERS OF CREDIT.  Subject, without limitation, to Section 3.1, each Letter of Credit shall:

(a)                                 be denominated in Dollars in a minimum amount of $100,000;

(b)                                 expire on a date which shall be no later than the earlier of:

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(i)                                     one (1) year from the date of issuance, in the case of standby Letters of Credit (or such additional renewal period specified by the Borrower provided that no such renewal period shall extend beyond the date set forth in clause (iii) below);

(ii)                                  one (1) year from the date of issuance (or such other period as may be agreed between the Borrower and the applicable Issuing Lender), in the case of documentary Letters of Credit; or

(iii)                               in all cases, subject to Section 3.3, the fifteenth (15) day prior to the Availability Termination Date; and

(c)                                  be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.

3.3                               CASH COLLATERAL FOR LETTERS OF CREDIT.

(a)                                 Notwithstanding the provisions of Section 3.2 requiring that the final expiry of each Letter of Credit be before the Availability Termination Date, the Issuing Lender may issue, upon Borrower’s request (if required or requested by a proposed beneficiary), a Letter of Credit which by its terms may be extended beyond the Availability Termination Date.  With respect to any such Letter of Credit issued hereunder, the Borrower hereby agrees that it will deliver before the Availability Termination Date collateral, of the type and in the amounts required by subparagraph (b) below and subject to subparagraph (c) below, in an amount equal to one hundred two percent (102%) of the outstanding undrawn and unexpired amount of each such Letter of Credit.

(b)                                 On the Availability Termination Date or upon the occurrence of and during the continuance of an Event of Default, the Administrative Agent may require (and in the case of an Event of Default occurring under Section 13.1(h) it shall be required automatically) that the Borrower deliver to the Administrative Agent cash or U.S. Treasury Bills with maturities of not more than ninety (90) days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred two percent (102%) of the outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit.

(c)                                  Any cash collateral deposited under subparagraph (b) above, and all interest earned thereon, shall be held by the Administrative Agent and may be invested and reinvested, but only at the expense and the written direction of the Borrower, in Eligible Investments with maturities of no more than ninety (90) days from the date of investment.

3.4                               PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.  The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit, or request that a Letter of Credit be amended or extended, by delivering to the Issuing Lender, with a copy to the Administrative Agent (if different) an application therefor in the form of Exhibit L, completed to the reasonable satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request.  Upon receipt of any application, the Issuing Lender shall process such application and the certificates, documents and

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other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Section 12 hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Borrower.  The Issuing Lender shall promptly furnish to the Borrower a copy of such Letter of Credit and promptly notify each Lender of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

3.5                               COMMISSIONS AND OTHER CHARGES.  The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit fee with respect to each Letter of Credit in an amount equal to the Applicable Margin for LIBOR Rate Loans, as of the date such fee is payable, on a per annum basis multiplied by the average daily face amount of such Letter of Credit during the period for which the fee is paid.  Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Availability Termination Date, based on the actual number of days in the quarter and a year of 360 days.  The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all such fees received by the Administrative Agent in accordance with their respective Commitment Percentages.

In addition to the foregoing fee, the Borrower shall pay the Issuing Lender a fronting fee of 0.125% on a per annum basis multiplied by the face amount, on the payment date, of each Letter of Credit.  Such fee shall be payable annually in advance on the date of issuance and each anniversary thereof.

The Borrower shall pay to the Issuing Lender upon request all normal and reasonable costs and expenses of the Issuing Lender in connection with the transfer, extension, modification or other administration of any Letter of Credit.

3.6                               L/C PARTICIPATIONS.

(a)                                 The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in the Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder.  Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

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(b)                                 Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.6(a) hereof in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date.  If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  A certificate of the Issuing Lender with respect to any amounts owing under this Section 3.6(b) shall be conclusive in the absence of manifest error.  With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section 3.6(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day.

(c)                                  Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Commitment Percentage of such payment in accordance with this Section 3.6, the Issuing Lender receives any payment  related to such Letter of Credit (whether directly from the Borrower or otherwise,) or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its share thereof in accordance with its applicable Commitment Percentage; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

3.7                               REIMBURSEMENT OBLIGATION OF THE BORROWER.  The Borrower agrees to reimburse the Issuing Lender on each Business Day on which the Issuing Lender notifies the Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid or presented purporting to be drawn, provided that if such notice is provided after 3:00 p.m. (New York time) on a Business Day, such reimbursement shall be due on the next Business Day.  Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds.  Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts are paid under the Letter of Credit (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans.  If the Borrower fails to timely reimburse the Issuing Lender on the date required by this Section 3.7, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Section 12 hereof have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

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3.8                               OBLIGATIONS ABSOLUTE.  The Borrower’s obligations under this Article III (including, without limitation, the Reimbursement Obligations) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which Borrower may have or have had against the Issuing Lender or any beneficiary of a Letter of Credit.  Except in each case to the extent of the gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction by the Issuing Lender, as applicable, (a) the Borrower agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.7 hereof shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred, or any claims whatsoever of Borrower against any beneficiary of such Letter of Credit or any such transferee; (b) the Borrower assumes all risks of the acts or omissions of the beneficiary of each Letter of Credit with respect to the use of the Letter of Credit or with respect to the beneficiary’s obligations to Borrower; (c) the Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; (d) the Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to any Borrower; (e) the responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit; and (f) in furtherance and not in limitation of the foregoing, Administrative Agent may accept facially conforming documents without responsibility for further investigation, regardless of any notice or information to the contrary.

3.9                               GENERAL TERMS OF DOCUMENTARY LETTERS OF CREDIT.  The Borrower agrees to procure or to use commercially reasonable efforts to cause the beneficiaries of each documentary Letter of Credit to procure promptly any necessary import and export or other licenses for the import or export or shipping of any goods referred to in or pursuant to a Letter of Credit and to comply and to use commercially reasonable efforts to cause the beneficiaries to comply with all foreign and domestic governmental regulations with respect to the shipment and warehousing of such goods or otherwise relating to or affecting such Letter of Credit, including, without limitation, governmental regulations pertaining to transactions involving designated foreign countries or their nationals, and to furnish such certificates in that respect as the Issuing Lender or the Administrative Agent may at any time reasonably require.

In connection with each documentary Letter of Credit, neither the Issuing Lender, nor any correspondent, nor any Lender shall be responsible for:  (i) the existence, character, quality, quantity, condition, packing, value or delivery of the property purporting to be represented by documents; (ii) any difference in character, quality, condition or value of the property from that expressed in documents; (iii) the time, place, manner or order in which shipment of the property

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is made; (iv) partial or incomplete shipment referred to in such Letter of Credit; (v) the character, adequacy or responsibility of any insurer, or any other risk connected with insurance other than insurance (if any) procured by the Issuing Lender or the Administrative Agent; (vi) any deviation from instructions, delay, default or fraud by the beneficiary or anyone else in connection with the property or the shipping thereof; (vii) the solvency, responsibility or relationship to the property of any party issuing any documents in connection with the property; (viii) delay in arrival or failure to arrive of either the property or any of the documents relating thereto; (ix) delay in giving or failure to give notice of arrival or any other notice; (x) any breach of contract between the Letter of Credit beneficiaries and the Borrower; (xi) any laws, customs, and regulations which may be effective in any jurisdiction where any negotiation and/or payment of such Letter of Credit occurs; (xii) failure of documents (other than documents required by the terms of the Letter of Credit) to accompany any draft at negotiation; or (xiii) failure of any entity to note the amount of any document or draft on the reverse of such Letter of Credit or to surrender or to take up such Letter of Credit or to forward documents other than documents required by the terms of the Letter of Credit.  In connection with each Letter of Credit, the Issuing Lender shall not be responsible for any error, neglect or default of any of their correspondents unless caused by the gross negligence, bad faith or willful misconduct (as determined in a final non-appealable judgment of a court of competent jurisdiction) of the Issuing Lender.  None of the above shall affect, impair or prevent the vesting of any of the Issuing Lender’s rights or powers hereunder.  If a Letter of Credit provides that payment is to be made by the Issuing Lender’s correspondent, neither the Issuing Lender nor such correspondent shall be responsible for the failure of any of the documents specified in such Letter of Credit to come into the Issuing Lender’s hands, or for any delay in connection therewith, and the Borrower’s obligation to make reimbursements shall not be affected by such failure or delay in the receipt of any such documents.

To the extent not inconsistent with this Agreement, the Uniform Customs are hereby made a part of this Agreement with respect to obligations in connection with each documentary Letter of Credit.

3.10                        EFFECT OF APPLICATION.  To the extent that any provision of any application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

4.                                      PROVISIONS APPLICABLE TO ALL LOANS.

4.1                               INTEREST ON LOANS.

(a)                                 Subject to the provisions of this Agreement, including Sections 4.2 and 5.10, at the election of the Borrower (other than with respect to Swing Line Loans as provided in the immediately following clause (b) below), the aggregate principal balance of (a) the Revolving Credit Loans or any portion thereof shall bear interest at (i) the Base Rate plus the Applicable Margin and/or (ii) the LIBOR Rate plus the Applicable Margin and (b) Swing Line Loans shall bear interest at the Base Rate plus the Applicable Margin.  The Borrower shall select the rate of interest and Interest Period (other than in respect of a Swing Line Loan), if any, applicable to any Revolving Credit Loan at the time a Loan Request is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2 hereof.  Each Loan or portion thereof bearing interest based on the Base Rate shall be a “Base

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Rate Loan,” each Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.”  Any Revolving Credit Loan or any portion thereof as to which the Borrowers have not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.

(b)                                 The Borrower promises to pay interest on all Loans, or any portion thereof, outstanding in arrears on each applicable Payment Date.

(c)                                  In no event shall the interest charged with respect to a Loan exceed the maximum amount permitted by applicable law.  If at any time the interest rate charged with respect to a Loan exceeds the maximum rate permitted by applicable law, the rate of interest to accrue pursuant to such Loan shall be limited to the maximum rate permitted by applicable law.

4.2                               NOTICE AND MANNER OF CONVERSION OR CONTINUATION OF LOANS.  Other than with regard to Swing Line Loans, provided that no Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert all or any portion of its outstanding Base Rate Loans in a principal amount equal to $1,000,000 or any whole multiple of $5,000,000 in excess thereof into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans and (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans.  Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. (New York time) three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan.  The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

4.3                               OPTIONAL PREPAYMENT OF LOANS.

(a)                                 The Borrower shall have the right at any time to prepay one or more of the Revolving Credit Loans on or before the Availability Termination Date, as a whole, or in part, upon delivery of written notice to the Administrative Agent not later than 1:00 p.m. (New York time) on the Business Day prior to such prepayment, without premium or penalty, provided that (a) each partial prepayment shall be in the principal amount of $1,000,000 or multiples of $500,000 in excess thereof and (b) in the event that any LIBOR Rate Loan is prepaid at any time other than the end of an Interest Period applicable thereto (a “Breakage Prepayment”), the Borrower shall pay, upon demand, to each Lender and the Administrative Agent an amount equal to their respective Breakage Cost.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Commitment Percentage of such prepayment.

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(b)                                 The Borrower shall have the right at any time to prepay one or more of the Swing Line Loans on or before the Availability Termination Date, as a whole, or in part, upon delivery of telephonic notice to the Administrative Agent not later than 11:00 a.m. (New York time) on the Business Day of such prepayment (such notice to be confirmed in writing by the close of business on the next Business Day), without premium or penalty, provided that each partial prepayment shall be in the principal amount of $500,000 or multiples of $100,000 in excess thereof.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Commitment Percentage of such prepayment.

(c)                                  Any prepayment of principal of a Loan shall include all interest accrued to the date of prepayment.  Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Commitment Percentages.

4.4                               PAYMENTS BY BORROWER; PRESUMPTIONS BY ADMINISTRATIVE AGENT.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.  A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 4.4 shall be conclusive, absent manifest error.

4.5                               SHARING OF PAYMENTS BY LENDERS.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)                                     if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)                                  the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the

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assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower’s rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

4.6                               FUNDING SOURCE.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

4.7                               DEFAULTING LENDERS.  Notwithstanding any provision of this Credit Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)                                 fees shall cease to accrue on the Commitment Percentage of such Defaulting Lender in the unused portion of the Aggregate Commitment pursuant to Section 5.1.1;

(b)                                 the Commitments Percentage and outstanding Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Majority Lenders have taken or may take any action hereunder (including any consent by the Majority Lenders to any amendment, waiver or other modification pursuant to Section 16.12);

(c)                                  if any Swing Line Loan, Letter of Credit or Reimbursement Obligation is outstanding at the time such Lender becomes a Defaulting Lender then:

(i)                                     all or any part of the obligation of such Defaulting Lender to participate in such Swing Line Loan, Letter of Credit or Reimbursement Obligation shall be reallocated among the non-Defaulting Lenders in accordance with their respective Commitment Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ outstanding Extensions of Credit does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section12 are satisfied at such time;

(ii)                                  if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay Swing Line Loan and (y) second, cash collateralize only the Borrower’s obligations corresponding to such Defaulting Lender’s obligation to participate in Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) in a manner satisfactory to the Administrative Agent and the Issuing Lender for so long as such L/C Obligations are outstanding;

(iii)                               if and to the extent that the Borrower cash collateralizes any portion of such Defaulting Lender’s obligation to participate in Letters of Credit pursuant to

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clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender with respect to such Defaulting Lender’s Commitment Percentage of the stated amount of all Letters of Credit during the period such Defaulting Lender’s obligation is cash collateralized;

(iv)                              if the obligation of the non-Defaulting Lenders to participate in Letters of Credit is reallocated pursuant to clause (i) above, then the fees payable to the Lenders shall be adjusted in accordance with such non-Defaulting Lenders’ Commitment Percentages; and

(v)                                 if all or any portion of the obligation of the non-defaulting Lenders to participate in Letters of Credit is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Lender or any other Lender hereunder, all fees payable with respect to such Defaulting Lender’s Commitment Percentage of the stated amount of all Letters of Credit shall be payable to the applicable Issuing Lenders until and to the extent that such obligation is reallocated and/or cash collateralized; and

(d)                                 so long as such Lender is a Defaulting Lender, no Swing Line Lender shall be required to fund any Swing Line Loan, and no Issuing Lender shall be required to make any Extension of Credit in connection with a Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding obligations to participate in such Letter of Credit will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with subsection (c) above, and participating interests in any newly made Swing Line Loan or any new Extension of Credit relating to a Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with subsection (c)(i) above (and such Defaulting Lender shall not participate therein).

In the event that the Administrative Agent, the Borrower, the Swing Line Lender and the Issuing Lender all agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the obligation of such Lender to participate in Swing Line Loans and Letters of Credit shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such advances in accordance with its Commitment Percentage.

5.                                      CERTAIN GENERAL PROVISIONS.

5.1                               FEES.

5.1.1                                        COMMITMENT FEE.  The Borrower agrees to pay on each Payment Date during the Revolving Credit Period to the Administrative Agent for the accounts of the Lenders in accordance with their respective Commitment Percentages a non-refundable commitment fee (the “Commitment Fee”) calculated at a rate per annum equal to the applicable percentage(s) specified in the definition of Applicable Margin on the average daily unused portion of the Aggregate Commitment since the last Payment Date (or since the Effective Date,

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in the case of the December 2011 Payment Date), provided, however, any reduction in the Aggregate Commitments due to the extension of Swing Line Loans pursuant to Section 2.10.1 shall not be taken into account for purposes of calculating such Commitment Fee (other than any Commitment Fee due to the Swing Line Lender or any of its affiliates).  The Commitment Fee shall be payable in arrears on each Payment Date for the immediately preceding calendar quarter, commencing on the first such date following the date hereof with a final payment on the expiration or termination of the Revolving Credit Period.

5.1.2                                        OTHER FEES.  The Borrower shall pay to the Administrative Agent for its own account the Fees specified in the Engagement Letter in the amount and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.  The Borrower shall pay to the Lenders for their respective individual accounts the Fees specified in the Engagement Letter and such other fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  All such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

5.2                               FUNDS FOR PAYMENTS.

5.2.1                                        PAYMENTS TO ADMINISTRATIVE AGENT.  All payments of principal, interest, Fees and any other amounts due hereunder or under any of the other Loan Documents shall be made on the due date thereof to the Administrative Agent in Dollars, for the accounts of the Lenders and the Administrative Agent, at the Administrative Agent’s Office or at such other place that the Administrative Agent may from time to time designate, in each case at or about 11:00 a.m. (New York time or other local time at the place of payment) and in immediately available funds.

5.2.2                                        NO OFFSET, ETC.

(a)                                 All payments by the Borrower or a Guarantor hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes (including interest, penalties and additions to tax), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower or a Guarantor is compelled by law to make such deduction or withholding.  If any Non-Excluded Taxes are imposed upon the Borrower or a Guarantor with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower or such Guarantor will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such Non-Excluded Taxes been imposed upon the Borrower or such Guarantor.  The Borrower and such Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower under such other Loan Document.

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(b)                                 In addition, the Borrower agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by the United States or any taxing authority thereof or therein that arise from any payment made hereunder (“Other Taxes”).

(c)                                  The Borrower agrees to indemnify the Lenders and the Administrative Agent for the full amount of Non-Excluded Taxes (including additional amounts with respect thereto) and Other Taxes, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, provided that the Lenders or the Administrative Agent, as the case may be, shall have provided the Borrower with evidence, reasonably satisfactory to the Borrower, of payment of Non-Excluded Taxes or Other Taxes, as the case may be.

(d)                                 Upon the reasonable written request of the Borrower made to any Lender or the Administrative Agent that becomes entitled to the payment of additional amounts pursuant to Section 5.2.2(a) or indemnification pursuant to Section 5.2.2(c), such Lender or the Administrative Agent, as applicable, shall use reasonable efforts (consistent with applicable law) to file any document reasonably requested by the Borrower or, if a Lender, to change the jurisdiction of its applicable lending office if the making of such a filing or change of office, as the case may be, would avoid the need for or reduce the amount of any payment of such additional amounts that may thereafter accrue and would not, in the good faith determination of such Lender or the Administrative Agent, as applicable, subject such Lender or Administrative Agent to any unreimbursed cost or expense and be disadvantageous to such Lender or Administrative Agent, as applicable.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Administrative Agent in connection with any such filing or change of office.

(e)                                  If a Lender or the Administrative Agent receives any refund with respect to taxes for which the Borrower has paid any additional amounts pursuant to Section 5.2.2(a), then such Lender or the Administrative Agent, as applicable, shall promptly pay to the Borrower the portion of the sum of such refund and any interest received with respect thereto as it determines, in its reasonable, good faith judgment, will leave it, after such payment, in no better or worse financial position than it would have been absent the imposition of such taxes and the payment of such additional amounts pursuant to Section 5.2.2(a); provided, however, that (i) the Borrower agrees to promptly return any amount paid to the Borrower pursuant to this Section 5.2.2(e) upon notice from such Lender or the Administrative Agent, as applicable, that such refund or any portion thereof is required to be repaid to the relevant taxing authority, (ii) nothing in this Section 5.2.2(e) shall require a Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns), and (iii) no Lender shall be required to pay any amounts pursuant to this Section 5.2.2(e) at any time which a Default or Event of Default exists (provided, that, upon the waiver or cure of any such Default or Event of Default, all such amounts that would otherwise be required to be paid pursuant to this Section 5.2.2(e) but for the effect of this clause (iii) shall be promptly so paid).

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(f)                                   If the Borrower determines in good faith that a reasonable basis exists for contesting any Non-Excluded Taxes for which additional amounts have been paid pursuant to Section 5.2.2(a), the relevant Lender or Administrative Agent (to the extent such Person reasonably determines in good faith that it will not suffer any adverse effect as a result thereof) shall cooperate with the Borrower in challenging such Non-Excluded Taxes, at the Borrower’s expense, if so requested by the Borrower in writing.

5.2.3                                        NON-U.S. LENDERS.  Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for U.S. federal income tax purposes (a “Non-U.S. Lender”) hereby agrees that it shall, prior to the date of the first payment by the Borrower hereunder to be made to such Lender or the Administrative Agent or for such Lender’s or the Administrative Agent’s account (and thereafter when requested by the Borrower to the extent it is legally entitled to do so), deliver to the Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code, including:

(i)                                     two (2) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii)                                  two (2) duly completed copies of Internal Revenue Service Form W-8ECI,

(iii)                               in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrower to the effect that such non-U.S. Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) two (2) duly completed copies of  Internal Revenue Service Form W-8BEN, or

(iv)                              any other form prescribed by applicable requirements of law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit Borrower to determine the withholding or deduction required to be made.

5.2.4                                        FATCA.  If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower and the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower and the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such

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Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

5.3                               COMPUTATIONS.  All computations of interest on the Loans and of Fees shall be based on a 360-day year (or a 365-day or 366-day year, as applicable, with respect to interest calculations on Base Rate Loans when calculated using the Prime Rate) and paid for the actual number of days elapsed.  Except as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension.  The outstanding amount of any Note, as reflected on its Record from time to time, shall, absent manifest error, be considered correct and binding on the Borrower unless within five (5) Business Days after receipt of any notice by the Administrative Agent or any of the Lenders of such outstanding amount, the Administrative Agent or such Lender shall notify the Borrower to the contrary.

5.4                               INABILITY TO DETERMINE LIBOR RATE.  In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, any Lender shall determine that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lender of making or maintaining their LIBOR Rate Loans during such period, such Lender shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower) to the Borrower and the Administrative Agent.  In such event (i) any Loan Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the Lenders and each Base Rate Loan shall automatically convert to a LIBOR Rate Loan on the last day of the then current Interest Period.

5.5                               ILLEGALITY.  Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Borrower, the Administrative Agent and the other Lenders and thereupon (a) the commitment of such Lender to make LIBOR Rate Loans shall forthwith be suspended until such time as the condition giving rise to such illegality no longer exists and (b) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law.  The Borrower hereby agrees promptly to pay the Administrative Agent for the account of such Lender, upon demand by such Lender, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion in accordance with this Section 5.5, including any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder.  If the Administrative Agent determines

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that the condition giving rise to such illegality no longer exists, the Administrative Agent shall promptly notify the Borrower and the Lender, and each Base Rate Loan shall automatically convert to a Libor Rate Loan on the last day of the current Interest Period.

5.6                               ADDITIONAL COSTS, ETC.  If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: