AMENDMENT NO. 2 to that certain THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.7

AMENDMENT NO. 2

to that certain

THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This AMENDMENT NO. 2 (this “Amendment”), dated as of August 15, 2014, 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”), 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”), XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,  UNION BANK, N.A. and XXXXX FARGO BANK, N.A., as syndication agents, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,  UNION BANK, N.A. and XXXXX FARGO SECURITIES, LLC, as joint lead arrangers and book managers, and BANK OF MONTREAL (CHICAGO BRANCH),  JPMORGAN CHASE BANK, N.A. and SANTANDER BANK, N.A. as co-agents.  Capitalized terms used herein without definition shall have the respective meanings provided therefor in the Credit Agreement referred to below.

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to that certain Third Amended and Restated Revolving Credit Agreement, dated as of March 15, 2013 (as amended by Amendment No. 1, dated as of October 1, 2013, and as may be further amended, restated, amended and restated, supplemented and otherwise in effect from time to time, the “Credit Agreement”), pursuant to which the Lenders, upon certain terms and conditions, have agreed to make loans and otherwise extend credit to the Borrowers; and

WHEREAS, the Borrowers, the Administrative Agent and the Lenders have agreed to amend certain of the terms and provisions of the Credit Agreement as set forth herein subject to the conditions set forth below;

NOW THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

§1. Amendment to Credit Agreement.  Subject to the satisfaction of the conditions precedent set forth in §3 below, the Credit Agreement is hereby amended by deleting §9.4 of the Credit Agreement in its entirety and substituting the following new §9.4 in lieu thereof: 

9.4 Restricted Payments.  Neither any Borrower nor any of its Subsidiaries will make any Restricted Payments except that, so long as no Default or Event of Default then exists or would result from such payment, CAI may make Distributions (a) at any time the Total Leverage Ratio, as of the date of such Distribution on a pro forma basis after giving effect to such Distribution, is less than 2.00:1.00 or (b) in an aggregate amount in any fiscal year not to exceed 100% of Consolidated Net Income for the most recently ended fiscal year of CAI at any time the Total Leverage Ratio, as of the date of such Distribution on a pro forma basis after giving effect to such Distribution, is equal to or greater than 2.00:1.00 and less than 3.50:1.00.

§2. Representations and Warranties.  As of the Amendment Effective Date (as defined below), CAI (for itself and each of its Subsidiaries) and CAL (for itself) represents and warrants to the Lenders and the Administrative Agent as follows:

(a) Representations and Warranties in Credit Agreement.  The representations and warranties of the Borrowers contained in the Credit Agreement were true and correct in all material respects when made, and continue to be true and correct on such Amendment Effective Date.

(b) Authority,  Etc.  The execution and delivery by each of the Borrowers of this Amendment and the performance by each of the Borrowers of all of its respective agreements and obligations of this Amendment and the other documents delivered in connection therewith (collectively, the “Amendment Documents”), the Credit Agreement as amended hereby and the other Loan Documents (i) are within the corporate or company authority of such Borrower, (ii) have been duly authorized by all necessary corporate or company proceedings by such Borrower, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to such Borrower, (iv) do not conflict with any provision of the Governing Documents of, or any agreement or other instrument binding upon, such Borrower, and (v) do not require the approval or consent of, or filing with, any Person other than those already obtained.

(c) Enforceability of Obligations. The Amendment Documents, the Credit Agreement as amended hereby, and the other Loan Documents constitute the legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms. 

(d) No Default.  Immediately after giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement or any other Loan Document.

§3. Conditions to Effectiveness.  The amendments provided for in §1 of this Amendment shall take effect upon the receipt by the Administrative Agent of a counterpart signature page to this Amendment, duly executed and delivered by each of the Borrowers, the Required Lenders and the Administrative Agent (the “Amendment Effective Date”).

§4. Satisfaction of Conditions.  Without limiting the generality of the foregoing §3, for purposes of determining compliance with the conditions specified in §3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its objection thereto.

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§5. Miscellaneous Provisions.  This Amendment shall constitute one of the Loan Documents referred to in the Credit Agreement.  Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same.  It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read and construed as one instrument.  Nothing contained in this Amendment shall be construed to imply a willingness on the part of the Lenders or the Administrative Agent to grant any similar or other future amendment of any of the terms and conditions of the Credit Agreement or the other Loan Documents or shall in any way prejudice, impair or effect any rights or remedies of the Lenders and the Administrative Agent under the Credit Agreement or the other Loan Documents.  THIS AMENDMENT SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)).  This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart thereof.  In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought.  Headings or captions used in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof.  The Borrowers hereby agree to pay to the Administrative Agent on demand all reasonable costs and expenses incurred or sustained by the Administrative Agent in connection with the preparation of this Amendment (including reasonable legal fees and disbursements of the Administrative Agent’s Special Counsel). 

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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/ Xxxxxxx X. Page
		Name:  Xxxxxxx X. Page
		Title:  Chief Financial Officer

Container Applications Limited

	By:	/s/ Xxxxxxx X. Page
		Name:  Xxxxxxx X. Page
		Title:  Director

Lenders and Administrative Agent:

BANK OF AMERICA, N.A., as Administrative Agent

	By:	/s/ Xxxxxxx X. Xxxx
		Name:  Xxxxxxx X. Xxxx
		Title:  Vice President

BANK OF AMERICA, N.A., as a Lender

Swing Line Lender and L/C Issuer

	By:	/s/ Xxxxx Xxxxxxx
		Name:  Xxxxx Xxxxxxx
		Title:  Sr. Vice President

MUFG Union Bank, N.A., as a Lender

	By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name:  Xxxxx X. Xxxxxxxxxx
		Title:  Director

Xxxxx Fargo Bank, National Association, as a Lender

	By:	/s/ Xxxx Xxxxxxxxxx
		Name:  Xxxx Xxxxxxxxxx
		Title:  Vice President

JPMORGAN CHASE BANK, NA, as a Lender

	By:	/s/ Xxxxxx X. Xxxxxx
		Name:  Xxxxxx X. Xxxxxx
		Title:  Division Manager

BANK OF MONTREAL (CHICAGO BRANCH), as a Lender

	By:	/s/ Xxx Xxxxxx
		Name:  Xxx Xxxxxx
		Title:  Director

SANTANDER BANK, N.A., as a Lender

	By:	/s/ Xxxxxxx Xxxx
		Name:  Xxxxxxx Xxxx
		Title:  Managing Director

COMPASS BANK, as a Lender

	By:	/s/ Volkan Salar
		Name:  Volkan Salar
		Title:  Sr. Vice President

DBS BANK LTD., LOS ANGELES AGENCY, as a Lender

	By:	/s/ Xxxxx XxXxxxxxx
		Name:  Xxxxx XxXxxxxxx
		Title:  General Manager

California Bank & Trust, as a Lender

	By:	/s/ Xxxxxx X. Xxxxx, Xx.
		Name:  Xxxxxx X. Xxxxx, Xx.
		Title:  Sr. Vice President & Manager

HSBC BANK USA, N.A., as a Lender

	By:	/s/ Xxxx Xxxxxx
		Name:  Xxxx Xxxxxx
		Title:  Vice President

SUNTRUST BANK, as a Lender

	By:	/s/ Xxxxx Xxxxxx
		Name:  Xxxxx Xxxxxx
		Title:  Director

CITY NATIONAL BANK, a national banking association, as a Lender

	By:	/s/ Xxxxxxx Xxxxx
		Name:  Xxxxxxx Xxxxx
		Title:  Vice President

COLUMBIA STATE BANK, as a Lender

	By:	/s/ Xxxxx X. Xxxxxx
		Name:  Xxxxx X. Xxxxxx
		Title:  Sr. Vice President

AMERICAN SAVINGS BANK, F.S.B., as a Lender

	By:	/s/ Xxxx XxXxxx
		Name:  Xxxx XxXxxx
		Title:  Vice President