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Management Advisory Agreement

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Date:
2005
Size:
21K
ID:
#1508323

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MANAGEMENT ADVISORY AGREEMENT THIS MANAGEMENT ADVISORY AGREEMENT ("Advisory Agreement"), is executed as of November 3, 2004 by and among Klesch & Company Limited (the "Advisor"), TAL International Group, Inc., a Delaware corporation (the "Company"), and its direct or indirect subsidiaries, including those party hereto (each are referred to as a "Subsidiary" and collectively as the "Subsidiaries"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Advisor has and/or has access to personnel who are highly skilled in the field of rendering advice to businesses such as the Company; WHEREAS, the Board of Directors of the Company has been made fully aware of the relationships of certain members of the Company's Board of Directors to the Advisor; WHEREAS, the Company's Board of Directors has reviewed in detail and discussed the terms and provisions of this Agreement and the fairness of this Agreement and whether more favorable agreements for the Company could be obtained from unaffiliated third parties; and WHEREAS, on the basis of its review of this Agreement, the Board of Directors of the Company deemed it advisable and in the best interests of the Company and necessary to the conduct, promotion, and attainment of the business objectives of the Company that the Company retain Advisor to provide business and financial advice to the Company. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto do hereby agree as follows: 1. The Company hereby retains the Advisor, through the Advisor's own personnel or through personnel available to the Advisor, to render consulting services from time to time to the Company and its direct and indirect Subsidiaries (whether now existing or hereafter acquired) in connection with their acquisitions, divestitures and investments, their financial and business affairs, their relationships with their lenders, stockholders and other third-party associates or affiliates, and the expansion of their businesses. Advisor shall render such services to the Company and/or its direct and indirect Subsidiaries in good faith and in accordance with professional standards and applicable law. The term of this Agreement shall commence the date hereof and continue until December 31, 2009, unless extended, or sooner terminated, as provided in Section 4. The Advisor's personnel shall be reasonably available to the Company's managers, auditors and other personnel for consultation and advice pursuant to this Agreement, subject to Advisor's reasonable convenience and scheduling. Services may be rendered at the Advisor's offices or at such other locations selected by the Advisor as the Company and the Advisor shall from time to time agree. 2. (a) Subject to Section 4, for services to be rendered, the Company shall pay quarterly to the Advisor a consulting services fee equal to (i) 40% of the first $1,250,000 of the Base Amount (as defined below) plus (ii) the Advisor's Pro Rata Portion (as defined below) of any Base Amount in excess of $1,250,000. Such fee will be paid quarterly in arrears on each Payment Date (as defined in the Credit Agreement dated as of November 3, 2004, among Transamerica Leasing, Inc., Trans Ocean Ltd., Trans Ocean Container Corporation, the Lenders party thereto and Fortis Bank (Nederland) N.V. (the "Senior Credit Agreement"), starting with a payment in respect of the quarter ended March 31, 2005.
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