Form 8-K CAI International, Inc. For: Jan 30

Delaware		001-33388		94-3109229
(State or other jurisdiction of incorporation)		(Commission File Number)		(I. R. S. Employer Identification No.)

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�	CAI INTERNATIONAL, INC.
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Dated:� February 5, 2015	By:	/s/ Timothy B. Page	�
�		Name:� Timothy B. Page
�		Title:� Chief Financial Officer

Any increase or decrease in the Applicable Margin resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to �8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.� The Applicable Margin in effect from the Third Amendment Effective Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2015 (pursuant to �8.4(c)), with the financial statements to be delivered pursuant to �8.4(a), shall initially be set at Level II and in any event shall be no lower than Level II.

Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) the Borrowers shall promptly deliver (but in any event within ten (10) Business Days after the Borrowers discover such inaccuracy or the Borrowers are notified by the Administrative Agent of such inaccuracy, as the case may be) to the Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as the case may be, and the Applicable Margin was lower than it should have been, then Level I shall apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based on the correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the extent applicable, the Level I Applicable Margin if such corrected financial statements were not delivered as provided herein) and (iii) the applicable Borrower shall promptly pay to the Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of such period.� The foregoing notwithstanding shall in no way limit the rights of the Administrative Agent or the Lenders to exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein.

Base Rate. For any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate, and (c) the Eurodollar Rate plus 1.00%; and if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.� The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.� Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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Eurodollar Rate.

�(b)� � � � for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

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provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Maturity Date.� March 15, 2020.

Responsible Officer. The chief executive officer, president or chief financial officer of any Borrower and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designed in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent.� Any document delivered hereunder that is signed by a Responsible Officer of any Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the applicable Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the applicable Borrower.

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Swing Line Loan Notice. A notice of a Swing Line Borrowing pursuant to �2.10.2, which, if in writing, shall be substantially in the form of Exhibit F or such other form as approved by the Administrative Agent (including any form of an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

Notice of Loan Prepayment. A notice of prepayment with respect to a Revolving Credit Loan or a Swing Line Loan, which shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

Third Amendment Effective Date.� January 30, 2015, the date on which Amendment No. 3 to the Credit Agreement became effective.

2.10.2.�Borrowing Procedure.� Each Swing Line Borrowing shall be made upon any Borrowers irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.� Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower.� Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.� Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of �2.10.1, or (B) that one or more of the applicable conditions specified in ��11 and 12 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Borrower.

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3.3.������Optional Repayments of Revolving Credit Loans and Swing Line Loans.

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7.27.��� OFAC. Neither CAI, nor any of its Subsidiaries, nor, to the knowledge of CAI and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is (i) currently the subject of any Sanctions, (ii) included on OFACs List of Specially Designated Nationals, Her Majestys Treasurys Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.

7.28.�� �Anti-Corruption Laws. The Borrowers and their Subsidiaries have (i) conducted their businesses in compliance with applicable anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions in which the Borrowers and their Subsidiaries conduct business and (ii) instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

8.20.�� �Anti-Corruption Laws. The Borrowers and their Subsidiaries shall (i) conduct their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and (ii) maintain policies and procedures designed to promote and achieve compliance with such laws.

9.15.�� �Anti-Corruption Laws. The Borrowers and their Subsidiaries shall not directly or indirectly use the proceeds of any L/C Borrowing or Revolving Credit Loan for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions.

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�(a)�������� First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies;

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�(b)������� Second, to all other Obligations (including without limitation Obligations of each Borrower and its Subsidiaries to any Secured Party with respect to Interest Rate Protection Agreements, Swap Contracts and Cash Management Agreements); provided that distributions shall be made (A) with respect to any fees owing to the Administrative Agent and the Lenders, ratably among the Administrative Agent and any Lenders to which such fees are owed, and (B) with respect to each type of other Obligations owing to the Lenders such as interest, principal, fees and expenses and amounts owing under Interest Rate Protection Agreements and Swap Agreements, ratably among the Lenders, and (C) otherwise in such order or preference as the Required Lenders may determine.� In determining Obligations for purposes of clauses (A) and (B), the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable;

�(c)��������Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders, Secured Parties and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to �9-608(a)(1)(C) or 9615(a)(3) of the Uniform Commercial Code of the State of New York; and

�(d)������� Fourth, the excess, if any, shall be returned to the Borrowers or to such other Persons as are entitled thereto.

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(i)

Execution and delivery of this Amendment by the Borrowers, Guarantors, each of the Lenders and the Administrative Agent.

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(ii)

There shall not have occurred (a) a Material Adverse Effect (as defined in the Credit Agreement) since December 31, 2013 or (b) a material adverse change in the facts and information regarding the Borrowers and Guarantors as represented to date.

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(iii)

The absence of any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding) that could have a Material Adverse Effect.

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(iv)

The Administrative Agent shall have received satisfactory opinions of US and Barbados counsel to the Borrowers and the Guarantors and such corporate resolutions, certificates, lien search results and other documents as the Administrative Agent shall reasonably require. The Administrative Agent shall have received, in form and substance reasonably satisfactory to it, all such reports, audits or certifications as it may reasonably request.

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(vi)

All fees and expenses associated with the Amendment and the transactions contemplated hereby shall have been paid in full.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as an agreement as of the date first written above.

�	CAI INTERNATIONAL, INC.		�
�	�	�	�
�	By:	/s/ Timothy B. Page	�
�	�	Name:� Timothy B. Page	�
�	�	Title:� Chief Financial Officer	�
�	�	�	�
�	CONTAINER APPLICATIONS LIMITED		�
�	�	�	�
�	By:	/s/ Timothy B. Page	�
�	�	Name:� Timothy B. Page	�
�	�	Title:� Chief Financial Officer	�

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�	Acknowledgement of Guarantors:		�
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�	SKY CONTAINER TRADING, INC.		�
�	�	�	�
�	By:	/s/ Timothy B. Page	�
�	�	Name:� Timothy B. Page	�
�	�	Title:� Chief Financial Officer	�
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�	CAI RAIL, INC.		�
�	�	�	�
�	By:	/s/ Timothy B. Page	�
�	�	Name:� Timothy B. Page	�
�	�	Title:� Chief Financial Officer	�
�	�	�	�
�	CONTAINER APPLICATIONS INTERNATIONAL (U.K.) LIMITED		�
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�	By:	/s/ Daniel J. Hallahan	�
�	�	Name:� Daniel J. Hallahan	�
�	�	Title:� Directors	�
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�	CONTAINER APPLICATIONS INTERNATIONAL, LTD.		�
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�	By:	/s/ Hiroshi Nagato	�
�	�	Name:� Hiroshi Nagato	�
�	�	Title:� Director	�
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�	CONTAINER APPLICATIONS (MALAYSIA) SDN BDH		�
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�	By:	/s/ Tan Swee Hong	�
�	�	Name:� Tan Swee Hong	�
�	�	Title:� Director	�

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�	SKY CONTAINER TRADING LIMITED		�
�	�	�	�
�	By:	/s/ Timothy B. Page	�
�	�	Name:� Timothy B. Page	�
�	�	�Title:� Director	�
�	�	�	�
�	CAI CONSENT SWEDEN AB		�
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�	By:	/s/ Daniel J. Hanllhan	�
�	�	Name:� Daniel J. Hallahan	�
�	�	Title:� Managing Director	�
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�	CAI INTERNATIONAL GMBH		�
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�	By:	/s/ Daniel J. Hanllhan	�
�	�	Name:� Daniel J. Hallahan	�
�	�	Title:� Managing Director	�

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�	Lenders and Administrative Agent:		�
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�	BANK OF AMERICA, N.A., as		�
�	Administrative Agent		�
�	�	�	�
�	By:	/s/ Malie Douglos	�
�	�	Name:� Malie Douglos	�
�	�	Title:� Sr. Vice President	�
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�	BANK OF AMERICA, N.A., as Lender,		�
�	Swing Line Lender and L/C Issuer		�
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�	By:	/s/ Malie Douglos	�
�	�	Name:� Malie Douglos	�
�	�	Title:� Sr. Vice President	�

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�	MUFG UNION BANK, N.A.,		�
�	as a Lender		�
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�	By:	/s/ Henry G. Montgomery	�
�	�	Name:� Henry G. Montgomery	�
�	�	Title:� Director	�

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�	WELLS FARGO BANK, NATIONAL ASSOCIATION,		�
�	as a Lender		�
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�	By:	/s/ Greg Williamson	�
�	�	Name:� Greg Williamson	�
�	�	Title:� Vice President	�

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�	JPMORGAN CHASE BANK, NA,		�
�	as a Lender		�
�	�		�
�	By:	/s/ Hector J. Varona	�
�	�	Name:� Hector J. Varona	�
�	�	Title:� Vice President	�

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�	BANK OF MONTREAL (CHICAGO BRANCH),		�
�	as a Lender		�
�	�		�
�	By:	/s/ Catherine Blaesing	�
�	�	Name:� Catherine Blaesing	�
�	�	Title:� Director	�

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�	SANTANDER BANK, N.A.,		�
�	as a Lender		�
�	�	�	�
�	By:	/s/ William Maag	�
�	�	Name:� William Maag	�
�	�	Title:� Managing Directors	�

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�	COMPASS BANK,		�
�	as a Lender		�
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�	By:	/s/ James Hatter	�
�	�	Name:� James Hatter	�
�	�	Title:� San Francisco Market President	�

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�	CR�DIT INDUSTRIEL ET COMMERCIAL,		�
�	as a Lender		�
�	�		�
�	By:	/s/ Adrienne Molloy	�
�	�	Name:� Adrienne Molloy	�
�	�	Title:� Managing Director	�
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�	By:	�/s/ Andrew McKuin	�
�	�	Name:� Andrew McKuin	�
�	�	Title:� Managing Director	�

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�	DBS BANK LTD.,		�
�	as a Lender		�
�	�		�
�	By:	/s/ Rose Park	�
�	�	Name:� Rose Park	�
�	�	Title:� Portfolio Director	�

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�	CALIFORNIA BANK & TRUST,		�
�	as a Lender		�
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�	By:	/s/ Thomas C. Paton, Jr.	�
�	�	Name:� Thomas C. Paton, Jr.	�
�	�	Title:� Senior Vice President & Manager	�

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�	HSBC BANK USA, N.A.,		�
�	as a Lender		�
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�	By:	/s/ Tuan Nguyen	�
�	�	Name:� Tuan Nguyen	�
�	�	Title:� VP	�

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�	SUNTRUST BANK,		�
�	as a Lender		�
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�	By:	/s/ Chris Hursey	�
�	�	Name:� Chris Hursey	�
�	�	Title:� Director	�

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�	CITY NATIONAL BANK, A NATIONAL BANKING ASSOCIATION,		�
�	as a Lender		�
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�	By:	/s/ Jeanine Smith	�
�	�	Name:� Jeanine Smith	�
�	�	Title:� Vice President	�

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�	COMERICA BANK,		�
�	as a Lender		�
�	�		�
�	By:	/s/ Bill G. Burke	�
�	�	Name:� Bill G. Burke	�
�	�	Title:� Vice President	�

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�	BRANCH BANKING AND TRUST COMPANY,		�
�	as a Lender		�
�	�	�	�
�	By:	/s/ Brian R. Jones	�
�	�	Name:� Brian R. Jones	�
�	�	Title:� Senior Vice President	�

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�	COLUMBIA STATE BANK,		�
�	as a Lender		�
�	�		�
�	By:	/s/ Kevin N. Meabon	�
�	�	Name:� Kevin N. Meabon	�
�	�	Title:� Senior Vice President	�

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�	AMERICAN SAVINGS BANK, F.S.B.,		�
�	as a Lender		�
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�	By:	/s/ Rian DuBach	�
�	�	Name:� Rian DuBach	�
�	�	Title:� Vice President	�

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LENDER;�DOMESTIC�LENDING OFFICE;�EURODOLLAR LENDING OFFICE	�	Revolver Commitment		�	�	Revolver Commitment Percentage		�
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� BANK OF AMERICA, N.A. 100 Federal Street Boston, MA 02110 Telephone: (617) 434-8873 Telecopier: (804) 266-1129 Attn:� Irene Bertozzi Bartenstein, Director �	�	� $	� 115,000,000.00	�	�	�	� 14.838709677	� %
� MUFG UNION BANK, N.A. 200 Pringle Avenue, Suite 500 Walnut Creek, CA 94596 Telephone: (925) 947-2429 Telecopier: (925) 943-7442 Attn:� Buddy Montgomery, Vice President �	�	� $	� 100,000,000.00	�	�	�	� 12.903225806	� %
� WELLS FARGO BANK, NATIONAL ASSOCIATION 301 S. Tryon Str. Bldg T, 7th Floor MAC D1130-072 Charlotte, NC 28226 Telephone: (704) 410-2456 Telecopier: (704) 383-6036 Attn: Jerri Kallam, Director �	�	� $	� 100,000,000.00	�	�	�	� 12.903225806	� %
� BANK OF MONTREAL (CHICAGO BRANCH) 115 South LaSalle - 12th Floor Chicago, IL� 60603 Telephone: (312) 461-7519 Telecopier: (312) 765-8353 Attn: Bob Bomben, Director �	�	� $	� 70,000,000.00	�	�	�	� 9.032258064	� %
� JPMORGAN CHASE BANK, N.A. 10 South Dearborn ILI-010 Chicago, IL� 60603 Telephone: (312) 732-1526 Attn: Andrew Stollfuss, Executive Director �	�	� $	� 60,000,000.00	�	�	�	� 7.741935483	� %
� SANTANDER BANK 75 State Street MA1-SST-04-12 Boston, MA 02109 Telephone: (617) 757-5799 Attn: Daniel OConnor, Managing Director �	�	� $	� 50,000,000.00	�	��	�	� 6.451612903	� %

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