Item 1.01. Entry into a Material Definitive Agreement.

On September 21, 2021, CAI WF LLC (the "Borrower"), a wholly-owned subsidiary of CAI International, Inc. (the "Company"), entered into a Term Loan Agreement (the "Term Loan Agreement") with the lenders from time to time party thereto, as lenders, and Wells Fargo Bank N.A., as administrative agent (the "Administrative Agent").

The Term Loan Agreement provides for a term loan to the Borrower in an aggregate principal amount of $252.0 million, which is secured by certain assets of the Borrower and scheduled to mature on the Payment Date (as defined below) in the month of the third annual anniversary of the closing of the term loan (the "Maturity Date"). 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 $400.0 million. The Company initially drew down $225 million at closing.

Each term loan which is a base rate loan will bear interest at a rate per annum equal to a base rate plus 1.60%, subject to an interest rate cap. Each term loan which is a LIBOR rate loan will bear interest 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 Term Loan Agreement) plus 1.60%.

The unpaid principal balance of all term loans will be payable on the 25th day of each month, commencing on October 25, 2021 (the "Payment Date") in an amount equal to the sum of (i) the Scheduled Principal Payment Amount (as defined in the Term Loan Agreement), if any, for such Payment Date and (ii) Supplemental Principal Payment Amount (as defined in the Term Loan Agreement), if any, for such Payment Date. The unpaid principal balance of all term loans, and all accrued interest and other amounts owing on, or with respect to, such term loans, will be payable in full on the Maturity Date. The term loans may be prepaid at any time subject to payment of certain customary fees.

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

The foregoing summary of the Term Loan Agreement does not purport to be complete, and is subject to and is qualified in its entirety by the terms of the Term Loan 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*      Term Loan Agreement, dated as of September 21, 2021, by and among CAI
              WF LLC, the lenders from time to time party thereto and Wells Fargo
              Bank N.A., 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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