UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 1, 2006
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TAL INTERNATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 333-126317 20-1796526
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Manhattanville Road
Purchase, New York 10577-2135
(Address of Principal Executive Offices, including Zip Code)
Telephone: (914) 251-9000
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 1, 2006, TAL International Group, Inc. entered into OMNIBUS
AMENDMENT NO. 2 to the Amended and Restated Credit Agreement, dated as of August
1, 2005 among TAL International Container Corporation, Trans Ocean Ltd., Trans
Ocean Container Corporation, Fortis Capital Corp., as Administrative Agent and
Collateral Agent, and the lenders. Under the terms of the revised credit
agreement, the aggregate commitment was reduced from $175.0 million to $165.0
million, and the applicable margin was reduced from LIBOR + 2.125% to LIBOR
+1.375%.
ITEM 9.01. INFORMATION TO BE INCLUDED IN THE REPORT.
(d) Exhibits
10.42 OMNIBUS AMENDMENT NO. 2 dated June 1, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TAL International Group, Inc.
Dated: June 6, 2006 By: /s/ Chand Khan
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Name: Chand Khan
Title: Vice President and CFO
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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10.42 OMNIBUS AMENDMENT NO. 2 dated June 1, 2006.
