CAI INTERNATIONAL, INC. __________ Shares of Common Stock FORM OF PURCHASE AGREEMENTPurchase Agreement • May 11th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
CAI International, Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company and has granted to the several Underwriters an option to purchase up to an aggregate of additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 24th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of , 200 between CAI International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CONSENT AND AMENDMENT NO. 8Revolving Credit Agreement • September 3rd, 2021 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This CONSENT AND AMENDMENT NO. 8 (this “Agreement”), dated as of August 31, 2021, is by and among CAI INTERNATIONAL, INC., a Delaware corporation (“CAI”), CONTAINER APPLICATIONS LIMITED, a corporation organized under the laws of Barbados (“CAL” and, together with CAI, the “Borrowers”, and each, individually, a “Borrower”), the Guarantors party hereto, BANK OF AMERICA, N.A., (“Bank of America”) and the other lending institutions from time to time party to the Credit Agreement referred to below (collectively, the “Lenders”), Bank of America, as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”), BofA SECURITIES, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, and MUFG UNION BANK, N.A., as syndication agents, BofA SECURITIES, INC., as lead arranger and book runner, and ABN AMRO CAPITAL USA LLC, BBVA USA, and PNC BANK, NATIONAL ASSOCIATION, as documentation agents. Capitalized terms used herein without definition shall have the respective mea
CAL FUNDING IV LIMITED Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Indenture TrusteeIndenture • September 14th, 2020 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This Indenture, dated as of September 9, 2020 (as amended or supplemented from time to time as permitted hereby, the “Indenture”), between CAL Funding IV Limited, an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2009 • CAI International, Inc. • Services-equipment rental & leasing, nec • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 9th day of April, 2009, by and between Victor Garcia (“Employee”) and CAI International, Inc., a Delaware corporation (the “Company”).
Service AgreementService Agreement • August 23rd, 2013 • CAI International, Inc. • Services-equipment rental & leasing, nec
NOTE PURCHASE AGREEMENT Dated as of September 1, 2020 Among CAL FUNDING IV LIMITED as Issuer and WELLS FARGO SECURITIES LLC DEUTSCHE BANK SECURITIES INC. BofA SECURITIES, INC. RBC CAPITAL MARKETS, LLC MUFG SECURITIES AMERICAS INC. PNC CAPITAL MARKETS...Note Purchase Agreement • September 14th, 2020 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
NOTE PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in accordance with its terms, the “Agreement”), dated as of September 1, 2020, by and among:
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of September 29, 2006 by and among CONTAINER APPLICATIONS INTERNATIONAL, INC. (the “Borrower”) THE LENDERS LISTED ON SCHEDULE 1 HERETO and BANK OF AMERICA, N.A. as Administrative...Revolving Credit and Term Loan Agreement • April 24th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of September 29, 2006, by and among CONTAINER APPLICATIONS INTERNATIONAL, INC. (the “Borrower”), a Nevada corporation having its principal place of business at One Embarcadero Center Suite 2101, San Francisco, California 94111, the lending institutions from time to time listed on Schedule 1 hereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”), LASALLE BANK NATIONAL ASSOCIATION as syndication agent for itself and the other Lenders (in such capacity, the “Syndication Agent”), and UNION BANK OF CALIFORNIA, N.A. , as documentation agent for itself and the other Lenders (in such capacity, the “Documentation Agent”), with BANC OF AMERICA SECURITIES LLC acting as lead arranger and book manager.
CAI International, Inc. Up to 2,000,000 shares of Common Stock ($0.0001 par value) EQUITY DISTRIBUTION SALES AGREEMENTEquity Distribution Sales Agreement • October 23rd, 2017 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Underwriter[s for their respective accounts for the Securities to be purchased by them]. [It is understood that each Underwriter has authorized [●] as representative of the Underwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. [●], individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Settlement Date or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.]
AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • July 7th, 2016 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This AMENDED AND RESTATED TERM LOAN AGREEMENT is made as of June 30, 2016 (this “Loan Agreement”), by and among CONTAINER APPLICATIONS LIMITED, an international business company organized under the laws of Barbados having its principal place of business at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies (“CAL” or the “Borrower”), CAI INTERNATIONAL, INC., a Delaware corporation having its principal place of business at Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105 (the “Guarantor”), the lending institutions from time to time listed on Schedule 1 hereto (the “Lenders”), SUNTRUST BANK, a Georgia state-chartered member of the Federal Reserve System having its principal place of business at 303 Peachtree Street, Atlanta, Georgia 30308, as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”), and SUNTRUST ROBINSON HUMPHREY, INC., as Sole Lead Arranger and Bookrunner.
Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture TrusteeIndenture • July 11th, 2017 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This Indenture, dated as of July 6, 2017 (as amended or supplemented from time to time as permitted hereby, the “Indenture”), between CAL Funding III Limited, an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).
3,778,338 Shares CAI International, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2012 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
The Representatives shall have received letters, dated, respectively, the date hereof and the First Closing Date, of KPMG LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that:
CAI INTERNATIONAL, INC. Shares of Common Stock FORM OF PURCHASE AGREEMENTPurchase Agreement • July 23rd, 2008 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
CAI International, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholder”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of shares ( the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company and outstanding shares of Common Stock to be sold by the Selling Stockholder. The Company and the Selling Stockholder have also granted to the several Underwriters an option to purchase up to and additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
STOCK PURCHASE AGREEMENT For the purchase of Common Stock Representing 14.95951868% of the Outstanding Stock of CAI INTERNATIONAL, INC. Between HIROMITSU OGAWA (as Seller) and DBJ VALUE UP FUND (as Purchaser) FEBRUARY 16, 2007Stock Purchase Agreement • May 11th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This Stock Purchase Agreement (this “Agreement”) is made as of February 16, 2007, by and among Hiromitsu Ogawa (“Seller”), DBJ Value Up Fund, a Japanese partnership (“DBJ”) and CAI International, Inc. a Delaware corporation (the “Company”). The Company was formerly known as “Container Applications International, Inc.”, and changed its name to “CAI International, Inc.” on February 2, 2007, at the time it reincorporated in the State of Delaware.
CAI INTERNATIONAL, INC. (par value $0.0001 per share and Liquidation Preference $25.00 per share) At the Market Issuance Sales AgreementAt the Market Issuance Sales Agreement • May 2nd, 2018 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
ContractPerformance Guaranty • October 23rd, 2012 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
CAI International, Inc. 1,700,000 Shares of 8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $25.00 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2018 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
initially will settle in T+5, to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor.
CONTAINER MANAGEMENT SERVICES AGREEMENT PREAMBLEContainer Management Services Agreement • September 14th, 2011 • CAI International, Inc. • Services-equipment rental & leasing, nec • California
This Container Management Services Agreement (hereinafter referred to as the “Agreement”) is made as of this 9th day of September, 2011 (the “Effective Date”) by and between CAL Funding I Limited (hereinafter referred to as “Issuer”), an exempted company with limited liability incorporated and existing under the law of Bermuda with principal offices located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, Container Applications Limited, an international business company organized under the laws of Barbados, whose principal place of business is at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies (hereinafter referred to as “Manager”), and CAI International, Inc, a company incorporated under the laws of Delaware, USA, whose principal office is located at Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105, USA, (“Sub-Manager”). Issuer, Manager and Sub-Manager shall hereinafter be referred to individually as a “Party” and jointly as the “Part
CONTAINER PURCHASE AGREEMENT Dated as of October 19, 2012 By and between CONTAINER APPLICATIONS LIMITED, a Barbados company and DRITTE SCHROEDER CONTAINER BETEILIGUNGSGESELLSCHAFT MBH & CO KG, an Austrian companyContainer Purchase Agreement • October 23rd, 2012 • CAI International, Inc. • Services-equipment rental & leasing, nec • California
This CONTAINER PURCHASE AGREEMENT (the “Agreement”) is entered into as of October 19, 2012, by and between CONTAINER APPLICATIONS LIMITED, a company organized and existing under the laws of Barbados (“Buyer”), and DRITTE SCHROEDER CONTAINER BETEILIGUNGSGESELLSCHAFT MBH & CO KG, a company organized and existing under the laws of Austria (“Seller”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2017 • CAI International, Inc. • Services-equipment rental & leasing, nec • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is executed as of this 1st day of May, 2017, by and between Victor Garcia ("Employee") and CAI International, Inc., a Delaware corporation (the "Company").
AGREEMENT AND PLAN OF MERGER among MITSUBISHI HC CAPITAL INC., CATTLEYA ACQUISITION CORP., and CAI INTERNATIONAL, INC. Dated as of June 17, 2021Merger Agreement • June 21st, 2021 • CAI International, Inc. • Services-equipment rental & leasing, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 17, 2021 (this “Agreement”), is entered into among Mitsubishi HC Capital Inc., a Japanese corporation (“Parent”), Cattleya Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and CAI International, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
SECOND MANAGEMENT AGREEMENTManagement Agreement • May 11th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • California
This Second Management Agreement (“Agreement”) is entered into by and between Container Applications International, Inc., a Nevada corporation (“Manager”), and P & R Equipment & Finance Corporation (“Owner”), and shall become effective as of the date of execution hereof by both parties hereto (“Effective Date.”)
CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • October 23rd, 2012 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of October 18, 2012 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is entered into between CONTAINER APPLICATIONS LIMITED, an international business company incorporated and licensed under the laws of Barbados (“CAL” or the “Seller”) with its principal place of business located at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies and CAL FUNDING II LIMITED, an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Company” or the “Issuer”) with its principal place of business located at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2010 • CAI International, Inc. • Services-equipment rental & leasing, nec • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 9th day of February, 2009, by and between Nadine Teixeira (“Employee”) and CAI International, Inc., a Delaware corporation (the “Company”). In consideration of the mutual covenants herein contained, and in consideration of the continued employment of Employee by the Company, the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2007 • CAI International, Inc. • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 1st day of November, 2006, by and between Hiromitsu Ogawa (“Employee”) and Container Applications International, Inc., a Nevada corporation (the “Company”). In consideration of the mutual covenants herein contained, and in consideration of the continued employment of Employee by the Company, the parties agree as follows:
TERM LOAN AGREEMENTTerm Loan Agreement • October 23rd, 2018 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This TERM LOAN AGREEMENT is made as of October 18, 2018 (this “Credit Agreement”), by and among CONTAINER APPLICATIONS LIMITED, an international business company incorporated and licensed under the laws of Barbados, having its principal place of business at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies (“CAL” or the “Borrower”), CAI INTERNATIONAL, INC., a Delaware corporation, having its principal place of business at Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105 (“CAI” or the “Guarantor”), the lending institutions from time to time listed on Schedule 1 hereto (the “Lenders”) and WELLS FARGO BANK, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2010 • CAI International, Inc. • Services-equipment rental & leasing, nec • California
THIS AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of the 30th day of July, 2010, by and between Masaaki Nishibori (“Employee”) and CAI International, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 to that certain SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 3rd, 2008 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of February 26, 2008, is by and among CAI INTERNATIONAL, INC., a Delaware corporation (“CAI”), CONTAINER APPLICATIONS LIMITED, a corporation organized under the laws of Barbados (“CAI Barbados” and, together with CAI, the “Borrowers”, and each, individually, a “Borrower”), the Guarantors listed on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), BANK OF AMERICA, N.A., (“Bank of America”) and the other lending institutions from time to time party to the Credit Agreement referred to below (collectively, the “Lenders”), Bank of America, as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”), and UNION BANK OF CALIFORNIA, N.A., as co-agent for itself and the other Lenders (in such capacity, the “Co-Agent” and together with the Administrative Agent, the “Agents”). Capitalized terms used herein without definition shall have the respective meanings provided the
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 13th, 2014 • CAI International, Inc. • Services-equipment rental & leasing, nec • Delaware
Container Applications Limited and CAI International, Inc. $103,000,000 4.90% Senior Secured Notes, Series 2012-A, due September 13, 2022 Note Purchase Agreement Dated as of September 13, 2012Note Purchase Agreement • September 18th, 2012 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
Container Applications Limited, a company organized under the laws of Barbados (the “Company”), and CAI International, Inc., a corporation organized under the laws of Delaware (the “Parent Guarantor”), hereby jointly and severally agree with each of the purchasers whose names appear at the end hereof (each a “Purchaser” and, collectively, the “Purchasers”) as follows:
CONTINUING SERVICES AGREEMENTContinuing Services Agreement • May 6th, 2011 • CAI International, Inc. • Services-equipment rental & leasing, nec • California
THIS CONTINUING SERVICES AGREEMENT (this "Agreement") is entered into on this 29th day of April, 2011, by and between Masaaki Nishibori ("Director") and CAI International, Inc., a Delaware corporation (the "Company").
STOCK PURCHASE AGREEMENT BY AND BETWEEN CONTAINER APPLICATIONS LIMITED AND BNS CONSENT HOLDING AS DATED AS OF APRIL 30, 2008Stock Purchase Agreement • May 6th, 2008 • CAI International, Inc. • Services-equipment rental & leasing, nec
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2008, by and between CONTAINER APPLICATIONS LIMITED, a Barbados corporation (“Buyer”) and BNS CONSENT HOLDING AS, a Norwegian corporation (“Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 3rd, 2013 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
Page Section 1. Definitions. 1 Section 2. The Notes 4 Section 3. Information 4 Section 4. Representations and Warranties of the Issuer and CAL 5 Section 5. Offering by the Selling Group Members 10 Section 6. Covenants of the Issuer and CAL 11 Section 7. Expenses; Fees 14 Section 8. Conditions of the Selling Group Members’ Obligations 15 Section 9. Representations, Warranties and Covenants of the Selling Group Members 19 Section 10. Indemnification and Contribution 20 Section 11. Survival of Representations and Warranties 22 Section 12. Termination 22 Section 13. Selling Group Member Information 22 Section 14. Notices 23 Section 15. Successors 24 Section 16. Counterparts 25 Section 17. Governing Law 25 Section 18. Submission to Jurisdiction 25 Section 19. Waiver of Jury Trial 25 Section 20. Negotiations 26 Section 21. Amendments, etc 26 Section 22. Severability of Provisions 26 Section 23. No Waiver; Cumulative Remedies 26 Section 24. Integration 26 Section 25. Nonpetition Covenant 26 S
Service Agreement – Amendment No. 1Service Agreement • May 4th, 2017 • CAI International, Inc. • Services-equipment rental & leasing, nec
CAI INTERNATIONAL, INC. VOTING AGREEMENT February 16, 2007Voting Agreement • April 24th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York
This Voting Agreement (this “Agreement”) is made as of February 16, 2007, by and among Hiromitsu Ogawa (“Seller”), DBJ Value Up Fund, a Japanese partnership (“DBJ”) and CAI International Inc., a Delaware corporation (the “Company”). The Company was formerly known as “Container Applications International, Inc.,” and changed its name to “CAI International, Inc.” on February 2, 2007, at the time it reincorporated in the State of Delaware.
