Item 1.01. Entry into a Material Definitive Agreement.

On September 29, 2021, CAI MUFG LLC (the "Borrower"), a wholly-owned subsidiary of CAI International, Inc. (the "Company"), entered into a Credit Agreement (the "Credit Agreement") with the lenders and group agents from time to time party thereto and MUFG Bank, Ltd., as administrative agent (the "Administrative Agent").

The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $400.0 million, which is secured by certain assets of the Borrower and scheduled to mature on the Payment Date (as defined below) in March 2024, which date will be extended to correspond to the duration of the extension of the Scheduled Termination Date, which is September 29, 2023, in each case, in accordance with the terms of the Credit Agreement. Subject to certain conditions, the Borrower, with the prior written approval of the Administrative Agent, may request an increase in the total aggregate commitment level to $800.0 million. The Company initially drew down $275 million at closing.

Each loan which is a base rate loan will bear interest at a rate per annum equal to the base rate plus (i) 1.50% prior to the Conversion Date (as defined in the Credit Agreement), or (ii) 3.00% on or after the Conversion Date (the "Applicable Margin"). Each loan which is a LIBOR rate loan will bear at a rate per annum equal to (i) LIBOR, or a comparable or successor rate, divided by (ii) a number equal to 1.00 minus the Eurocurrency Reserve Rate (as defined in the Credit Agreement) plus the Applicable Margin. Each loan which is a commercial paper loan will bear interest at a rate per annum equal to the CP Rate (as defined in the Credit Agreement) plus the Applicable Margin.

The Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions.

The foregoing summary of the Credit Agreement does not purport to be complete, and is subject to and is qualified in its entirety by the terms of the Credit Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information required by this item is included in Item 1.01 of this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

  Exhibit
    No.         Description
   10.1*        Credit Agreement, dated as of September 29, 2021, by and among CAI
                MUFG LLC, the lenders and group agents from time to time party thereto
                and MUFG Bank, Ltd., as administrative agent
    104         Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.

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