Item 1.01. Entry Into a Material Definitive Agreement.

On March 12, 2013, TAL International Container Corporation ("TAL"), a direct wholly owned subsidiary of TAL International Group, Inc. entered into a $450,000,000 revolving Senior Secured Credit Agreement with the lenders from time to time party thereto, Bank of America, N. A. as Administrative Agent and Collateral Agent, Merrill, Lynch Pierce, Fenner and Smith, Incorporated, Wells Fargo Securities, LLC and RBC Capital Markets, as Joint Lead Arrangers. The term of the agreement is five years and the interest rate is based on a grid with an initial interest rate of LIBOR plus 1.75%. The transaction documents contain customary affirmative and negative covenants, financial covenants, representations and warranties, and events of default, which are subject to various exceptions and qualifications. TAL will use the net proceeds to purchase equipment and for other general corporate purposes.

On March 14, 2013 TAL Advantage III LLC, an indirect wholly owned subsidiary of TAL International Group, Inc., notified the Series 2009-1 Noteholders that it is reducing the Existing Commitment by $50,000,000 from $600,000,000 to $550,000,000 effective upon the expiration of the 30 day notice period.

Item 2.03. Creation of Certain 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.

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