(6)	Debt and Capital Lease Obligations

Debt

Details of the Company's debt as of September 30, 2012 and December 31, 2011 were as follows (dollars in thousands):

		September 30, 2012							December 31, 2011
		Outstanding				Average			Outstanding				Average			Agreement
Reference		Current		Long-term		Interest			Current		Long-term		Interest			Terminates

(a)(i)	Revolving credit facility	$	-	$	321,000		3.0	%	$	-	$	261,000		3.0	%	September 2014
(a)(ii)	Revolving credit facility - Rail		-		39,269		2.5	%		-		-		-		June 2015
(b)(i)	Term loan		800		6,800		2.8	%		800		7,400		2.8	%	July 2014
(b)(ii)	Term loan		24,964		236,891		3.4	%		24,964		255,614		3.5	%	December 2016
(b)(iii)	Term loan		5,383		73,567		2.7	%		-		-		-		April 2017
(c)	Senior secured notes		8,240		94,760		4.9	%		-		-		-		September 2022
(d)	Asset backed warehouse facility		-		-		-			-		51,000		2.8	%	September 2023
(e)	Collateralized financing obligations		-		53,400		1.1	%		-		-		-		November 2016

	Total Debt	$	39,387	$	825,687				$	25,764	$	575,014

The Company's term loans, senior secured notes, asset backed warehouse facility and collateralized financing obligations are secured by specific pools of rental equipment and other assets owned by the Company, the underlying leases thereon and the Company's interest in any money received under such contracts. The agreements relating to all of the Company's debt contain various financial and other covenants. As of September 30, 2012, the Company was in compliance with all of its debt covenants.

(a)

Revolving Credit Facilities

Revolving credit facilities consist of the following:

(i) The Company has a revolving line of credit agreement with a consortium of banks to finance the acquisition of container rental equipment and for general working capital purposes. As of September 30, 2012, the maximum commitment under the revolving line of credit was $495.0 million. The Company's revolving credit facility may be increased up to a maximum of $675.0 million without lender approval so long as no default or event of default exists either before or immediately after giving effect to the increase. In addition, there is a commitment fee on the unused amount of the total commitment, payable quarterly in arrears. The agreement provides that swing line loans (short-term borrowings of up to $10.0 million in the aggregate that are payable within 10 business days or at maturity date, whichever comes earlier) and standby letters of credit (up to $15.0 million in the aggregate) will be available to the Company. These credit commitments are part of, and not in addition to, the total commitment provided under the agreement. The interest rates vary depending upon whether the loans are characterized as Base Rate loans or Eurodollar rate loans, as defined in the revolving credit agreement. In addition to various financial and other covenants, the Company's revolving line of credit also includes certain restrictions on the Company's ability to incur other indebtedness or pay dividends to stockholders. As of September 30, 2012, the Company was in compliance with the terms of the revolving credit facility.

As of September 30, 2012, the Company had $173.9 million in availability under the revolving credit facility (net of $0.1 million in letters of credit) subject to its ability to meet the collateral requirements under the agreement governing the facility. The entire amount of the facility drawn at any time plus accrued interest and fees is callable on demand in the event of certain specified events of default.

The Company's revolving credit facility, including any amounts drawn on the facility, is secured by substantially all of the assets of the Company (not otherwise used as security for its other credit facilities) including the containers owned by the Company, the underlying leases thereon and the Company's interest in any money received under such contracts.

(ii) On June 7, 2012, CAI and CAI Rail Inc. (CAI Rail), a wholly-owned subsidiary of the Company, entered into a revolving credit agreement with a consortium of banks to finance the acquisition of railcars. As of September 30, 2012, the maximum credit commitment under the revolving line of credit was $85.0 million.

Borrowings under the credit facility bear interest at a variable rate. The interest rates vary depending upon whether the loans are characterized as Base Rate loans or Eurodollar rate loans, as defined in the revolving credit agreement. For domestic base rate loans, the interest rate is equal to the highest of (i) the daily federal funds open rate as published by the Federal Reserve Bank of New York and (ii) the administrative agent's published "Reference Rate", in each case plus a margin ranging from 1.50% to 2.25% based on certain conditions.

As of September 30, 2012, CAI Rail had $45.7 million in availability under the revolving credit facility, subject to its ability to meet the collateral requirements under the agreement governing the facility. The entire amount of the facility drawn at any time plus accrued interest and fees is callable on demand in the event of certain specified events of default.

CAI Rail's revolving credit facility, including any amounts drawn on the facility, is secured by all of the assets of CAI Rail and is guaranteed by the Company.

(b)

Term Loans

Term loans consist of the following:

(i) On August 20, 2009, the Company signed a $10.0 million five-year loan agreement with the Development Bank of Japan (DBJ). The loan is payable in 19 quarterly installments of $0.2 million starting October 31, 2009 and a final payment of $6.2 million on July 31, 2014. The loan bears a variable interest rate based on LIBOR. As of September 30, 2012, the loan had a balance of $7.6 million.

(ii) On December 20, 2010, the Company entered into a term loan agreement with a consortium of banks. Under this loan agreement, the Company was eligible to borrow up to $300.0 million, subject to certain borrowing conditions, which amount is secured by certain assets of the Company's wholly-owned foreign subsidiaries. The loan agreement is an amortizing facility with a term of six years. Quarterly payments of principal for the $185.0 million initially borrowed are $3.7 million each (i.e. 2.0% of the drawn amount) for the first 23 quarterly payment dates with a final payment of $99.9 million (54.0% of the drawn amount) due on December 20, 2016. The quarterly payments of principal on the additional draw downs (each determined separately) are an amount equal to the product of (x) the quotient obtained by dividing 46.0% by the number of remaining scheduled principal payment dates as of the drawdown date and (y) the initial principal balance of such term loan, with a final payment due on December 20, 2016 of 54.0% of the initial principal balance of such term loan. The interest rates vary depending upon whether the loans are characterized as Base Rate loans or Eurodollar rate loans, as defined in the term loan agreement. The loan bears a variable interest rate based on LIBOR for Eurodollar loans, and Base Rate for base rate loans. The Base Rate is defined as the highest of (i) the federal funds rate plus 1/2 of 1.0%, (ii) the prime rate (as published in The Wall Street Journal), and (iii) the Eurodollar rate (for three-month loans) plus 1.0%. The proceeds from this borrowing were used to pay down part of the Company's borrowings under the revolving credit facility. As of September 30, 2012, the loan had a balance of $261.9 million.

(iii) On April 11, 2012, the Company entered into a term loan agreement with a consortium of banks. The agreement provides for a five year term loan of up to $60.0 million, subject to certain borrowing conditions, which amount is secured by certain assets of the Company. On June 15, 2012, the maximum commitment under the term loan was increased to $80.0 million. The commitment under the loan may be increased to a maximum of $200.0 million under certain conditions described in the agreement. The outstanding principal amounts under the term loan bear interest at the rate of LIBOR plus 2.5%, amortized quarterly, and require quarterly payments equal to 1.75% multiplied by the outstanding principal amount at such time. The facility contains various financial and other covenants. The full $80.0 million has been drawn and was primarily used to repay outstanding amounts under the revolving credit facility. All unpaid amounts then outstanding are due and payable on April 11, 2017. As of September 30, 2012, the loan had a balance of $79.0 million.

(c)

Senior Secured Notes

On September 13, 2012, Container Applications Limited (CAL), a wholly-owned subsidiary of the Company, entered into a Note Purchase Agreement with certain institutional investors, pursuant to which CAL issued $103.0 million of its 4.90% Senior Secured Notes due September 13, 2022 (the Notes) to the investors. The Notes are guaranteed by the Company and secured by certain assets of CAL and the Company.

The Notes bear interest at 4.9% per annum, due and payable semiannually on March 13 and September 13 of each year, commencing on March 13, 2013. In addition, CAL is required to make certain principal payments on March 13 and September 13 of each year, commencing on March 13, 2013. Any unpaid principal and interest is due and payable on September 13, 2022. The Note Purchase Agreement provides that CAL may prepay at any time all or any part of the Notes in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding.

The proceeds from the note were used to repay the Company's asset backed warehouse credit facility of $100.0 million (see Note 6(d)) and the remaining $3.0 million was used for working capital purposes. As of September 30, 2012, the Notes had a balance of $103.0 million.

(d)

Asset-Backed Warehouse Facility

On September 9, 2011, the Company, through its wholly-owned indirect subsidiary, CAL Funding I Limited, entered into a credit facility for $100.0 million of asset-backed warehouse notes. The Company borrowed $51.0 million under the facility during 2011, and an additional $49.0 million during the first quarter of 2012. The Company repaid the $100.0 million balance of the asset-backed warehouse facility on September 13, 2012 when it entered into a Note Purchase Agreement for $103.0 million with certain institutional investors (see Note 6(c) above).

(e)

Collateralized Financing Obligations

As of September 30, 2012, the Company had collateralized financing obligations of $53.4 million (see Note 3). As of December 31, 2011, the debt related to the collateralized financing obligations was included in capital lease obligations in the accompanying balance sheet. The obligations had an average interest rate of 1.1% as of September 30, 2012 with maturity dates between June 2014 and November 2016. The debt is secured by a pool of containers covered under the financing arrangements.

Capital Lease Obligations

As of September 30, 2012, the Company had capital lease obligations of $8.0 million. The underlying obligations are denominated in U.S. Dollars and Euros at floating interest rates averaging 3.0% as of September 30, 2012 with maturity dates between October 2012 and June 2019. The loan is secured by containers covered by the lease obligations.