Amendment No. 1 to Investor Subscription Agreement by and among TAL International Group, Inc. and Certain Investors

  EXHIBIT 10.32 FORM OF AMENDMENT NO. 1 TO INVESTOR SUBSCRIPTION AGREEMENT ---------------------------------------------------------- AMENDMENT NO. 1 TO INVESTOR SUBSCRIPTION AGREEMENT, dated as of September __, 2005 ("Amendment") among TAL INTERNATIONAL GROUP, INC., a Delaware corporation (the "Company"), and the stockholders of the Company set forth on the signature pages hereto (the "Investors"). Capitalized terms used but not otherwise defined herein shall have the respective definitions ascribed thereto in the Investor Subscription Agreement (as defined below). R E C I T A L S WHEREAS, the Company and the Investors have heretofore entered into that certain Investor Subscription Agreement, dated as of November 3, 2004 (the "Investor Subscription Agreement"), pursuant to which the Investors purchased certain shares of the Company's Series A 12.0% Cumulative Senior Preferred Stock and Common Stock; WHEREAS, the Company is proposing to sell shares of the Company's Common Stock to the public in an initial public offering (the "Initial Public Offering"), as set forth in the prospectus dated September __, 2005; and WHEREAS, in connection with the Initial Public Offering, the Company and the Investors desire to make certain amendments to the Investor Subscription Agreement, as more fully set forth herein; NOW THEREFORE, in consideration of the above premises and the mutual covenants, conditions, and provisions hereinafter set forth, the parties hereto agree as follows: SECTION 1. AMENDMENT TO SECTION 2. Effective upon consummation of the Initial Public Offering, Section 2 of the Investor Subscription Agreement is hereby amended and restated to read in its entirety as follows: "Intentionally Omitted." SECTION 2. EFFECTIVENESS. This Amendment, and the amendment of the Investor Subscription Agreement contemplated herein, shall be effective as of the consummation of the Initial Public Offering and, in the event that the Initial Public Offering shall not be consummated on or prior to November 30, 2005, this Amendment shall automatically terminate as of November 30, 2005 and the amendment of the Investor Subscription Agreement contemplated herein shall not be effective. SECTION 3. BENEFITS OF AMENDMENT. The terms and provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns to the extent contemplated by the Investor Subscription Agreement. SECTION 4. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment. Faxed signatures of this Amendment shall be binding for all purposes.  SECTION 5. SEVERABILITY. If any provision of this Amendment shall be held to be invalid, illegal or unenforceable under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, which shall not affect any other provisions hereof or the validity, legality and enforceability of such provision in any other jurisdiction. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. SECTION 7. ENTIRE AGREEMENT. This Amendment together with all other instruments, agreements, and certificates executed by the parties in connection herewith or with reference thereto, embody the entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supercede all prior agreements, understandings, and inducements, whether express or implied, oral or written. [Signature Pages Follow]  IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first above written. TAL INTERNATIONAL GROUP, INC. By: _____________________________ Name: Title: THE RESOLUTE FUND, L.P. By: Resolute Fund Partners, LLC, its General Partner By: _____________________________ Name: Title: THE RESOLUTE FUND SINGAPORE PV, L.P. By: Resolute Fund Partners, LLC, its General Partner By: _____________________________ Name: Title: THE RESOLUTE FUND NETHERLANDS PV I, L.P. By: Resolute Fund Partners, LLC, its General Partner By: _____________________________ Name: Title: THE RESOLUTE FUND NETHERLANDS PV II, L.P. By: Resolute Fund Partners, LLC, its General Partner By: _____________________________ Name: Title: THE RESOLUTE FUND NQP, L.P. By: Resolute Fund Partners, LLC, its General Partner By: _____________________________ Name: Title: JZ EQUITY PARTNERS, PLC By: _____________________________ Name: Title: FAIRHOLME PARTNERS, L.P. By: Fairholme Capital Management, L.L.C., its General Partner By: _____________________________ Name: Title: FAIRHOLME VENTURES II, LLC. By: Fairholme Capital Management, L.L.C., its Managing Member By: _____________________________ Name: Title: FAIRHOLME HOLDINGS, LTD By: Fairholme Capital Management, L.L.C., its Investment Manager By: _____________________________ Name: Title: EDGEWATER PRIVATE EQUITY FUND III, L.P. By: Edgewater III Management L.P., its General Partner By: _____________________________ Name: Title: EDGEWATER PRIVATE EQUITY FUND IV, L.P. By: Edgewater IV Management LLC, its General Partner By: _____________________________ Name: Title: SEACON HOLDINGS LIMITED By: _____________________________ Name: Title: