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): August 15, 2007 ---------- 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 August 15, 2007, TAL International Container Corporation, a wholly owned subsidiary of TAL International Group, Inc., entered into a new senior secured revolving credit facility (the "New Revolving Credit Facility") which refinances its existing revolving credit facility (the "Former Revolving Credit Facility"). The Former Revolving Credit Facility will be terminated in accordance with its terms. The initial commitment under the New Revolving Credit Facility is $135.0 million, which steps down to $100.0 million at March 31, 2008. The maturity date of the New Revolving Credit Facility is August 15, 2012. The initial commitment fee and interest rate under the New Revolving Credit Facility are 0.20% and LIBOR plus 1.00%, respectively, subject to a pricing grid from and after March 31, 2008. The foregoing description is qualified by reference to the New Revolving Credit Facility, which is filed as Exhibit 10.48 to this Current Report on Form 8-K and incorporated herein by reference. ITEM 2.03. CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 10.48 Credit Agreement, dated as of August 15, 2007, by and among TAL International Container Corporation, National City Bank, as Administrative Agent and Collateral Agent, and the Lenders party thereto. 10.49 Security Agreement, dated as of August 15, 2007, by and among TAL International Container Corporation and National City Bank, as Collateral Agent. 10.50 Pledge Agreement, dated as of August 15, 2007, by and among TAL International Container Corporation and National City Bank, as Collateral Agent. 10.51 Guaranty, dated as of August 15, 2007, made by TAL International Group, Inc. SIGNATURES 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: August 15, 2007 By: /s/ Jeffrey M. Casucci ---------------------------- Name: Jeffrey M. Casucci Title: Vice President INDEX TO EXHIBITS EXHIBIT DESCRIPTION ------- -------------------------------------------------------------------- 10.48 Credit Agreement, dated as of August 15, 2007, by and among TAL International Container Corporation, National City Bank, as Administrative Agent and Collateral Agent, and the Lenders party thereto. 10.49 Security Agreement, dated as of August 15, 2007, by and among TAL International Container Corporation and National City Bank, as Collateral Agent. 10.50 Pledge Agreement, dated as of August 15, 2007, by and among TAL International Container Corporation and National City Bank, as Collateral Agent. 10.51 Guaranty, dated as of August 15, 2007, made by TAL International Group, Inc.