UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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 ---------- 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)) ================================================================================ 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 ----------------------- Name: Chand Khan Title: Vice President and CFO INDEX TO EXHIBITS EXHIBIT DESCRIPTION ------- ------------------------------------------------------------- 10.42 OMNIBUS AMENDMENT NO. 2 dated June 1, 2006.