Details of the Company’s debt as of December 31, 2020 and 2019 were as follows (dollars in thousands):



		December 31, 2020					December 31, 2019
		Outstanding				Average	Outstanding				Average
Reference		Current		Long-term		Interest	Current		Long-term		Interest	Maturity
(a)(i)	Revolving credit facility	$	-	$	680,000	1.6%	$	-	$	624,000	3.3%	June 2023
(a)(ii)	Revolving credit facility - Rail		-		-	-		-		137,500	3.3%	-
(a)(iii)	Revolving credit facility - Euro		-		23,550	2.5%		21,537		-	2.0%	September 2023
(b)(i)	Term loan		1,800		23,700	2.2%		1,800		25,500	3.9%	April 2023
(b)(ii)	Term loan		68,500		-	1.9%		7,000		68,500	3.5%	June 2021
(b)(iii)	Term loan		-		-	-		15,284		-	3.4%	-
(b)(iv)	Term loan		-		-	-		3,016		37,635	3.6%	-
(b)(v)	Term loan		6,000		80,500	4.6%		6,000		86,500	4.6%	October 2023
(c)	Senior secured notes		6,110		40,555	4.9%		6,110		46,665	4.9%	September 2022
(d)(i)	Asset-backed notes 2012-1		-		-	-		17,100		31,350	3.5%	-
(d)(ii)	Asset-backed notes 2013-1		-		-	-		22,900		51,525	3.4%	-
(d)(iii)	Asset-backed notes 2017-1		-		-	-		25,307		164,496	3.7%	-
(d)(iv)	Asset-backed notes 2018-1		-		-	-		34,890		250,045	4.0%	-
(d)(v)	Asset-backed notes 2018-2		-		-	-		34,350		266,213	4.4%	-
(d)(vi)	Asset-backed notes 2020-1		63,130		663,788	2.3%		-		-	-	September 2045
(e)	Collateralized financing obligations		35,862		33,767	1.7%		21,681		69,615	1.5%	February 2026
(f)	Term loans held by VIE		5,482		25,752	4.2%		5,250		31,234	4.2%	February 2026
			186,884		1,571,612			222,225		1,890,778
	Debt discount and debt issuance costs		(3,436)		(9,329)			(4,131)		(10,656)
	Total Debt	$	183,448	$	1,562,283		$	218,094	$	1,880,122

(i) On March 15, 2013, the Company entered into a Third Amended and Restated Revolving Credit Agreement, as amended, with a consortium of banks to finance the acquisition of container rental equipment and for general working capital purposes. On June 27, 2018, the Company entered into an amendment to the Third Amended and Restated Revolving Credit Agreement, pursuant to which the revolving credit facility was amended to, among other things, increase the commitment level from $960.0 million to $1,100.0 million, with the ability to increase the revolving credit facility by an additional $250.0 million without lender approval, subject to certain conditions. The amendment also extended the maturity date of the revolving credit facility to June 26, 2023 and revised certain covenants, restrictions and events of default to provide the Company with additional flexibility, including an increase in the maximum total leverage ratio from 3.75:1.00 to 4.00:1.00, subject to certain conditions. On November 30, 2020, the maximum commitment level was increased to $1,175.0 million.

As of December 31, 2020, the maximum commitment under the revolving credit facility was $1,175.0 million. There is a commitment fee on the unused amount of the total commitment, payable quarterly in arrears. The revolving credit facility provides that swing line loans (short-term borrowings of up to $25.0 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 $30.0 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 revolving credit facility. 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. Interest rates are based on LIBOR for Eurodollar loans and Base Rate for Base Rate loans. In addition to various financial and other covenants, the Company’s revolving credit facility also includes certain restrictions on the Company’s ability to incur other indebtedness or pay dividends to stockholders. As of December 31, 2020, the Company was in compliance with the terms of the revolving credit facility.

As of December 31, 2020, the Company had $494.9 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. Based on the borrowing base and collateral requirements at December 31, 2020, the borrowing availability under the revolving credit facility was $252.0 million, assuming no additional contribution of assets. 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 containers owned by the Company, which had a net book value of $1,119.6 million as of December 31, 2020, the underlying leases and the Company’s interest in any money received under such contracts.

As of December 31, 2010, $500 million of the outstanding debt due under the revolving credit facility was subject to an interest rate swap at a cost of 0.29% as described below in Derivative Instruments.

(ii) On October 22, 2018, the Company and CAI Rail Inc. (CAI Rail), a wholly-owned subsidiary of the Company, entered into the Third Amended and Restated Revolving Credit Agreement with a consortium of banks. On December 29, 2020, the Company repaid in full the outstanding debt associated with the revolving line of credit in connection with the sale of the remaining railcar assets.

(iii) On September 23, 2016, the Company and CAI International GmbH (CAI GmbH), a wholly-owned subsidiary of the Company, entered into a Revolving Credit Agreement with a financial institution to finance the acquisition of rental equipment. As of December 31, 2020, the maximum credit commitment under the revolving credit facility was €25.0 million. Borrowings under this revolving credit facility bear interest at a variable rate. Interest rates are based on EURIBOR.

As of December 31, 2020, CAI GmbH had €5.8 million in availability under the revolving credit facility, subject to its ability to meet the collateral requirements under the agreement governing the facility. Based on the borrowing base and collateral requirements at December 31, 2020, the borrowing availability under the revolving credit facility was €1.0 million, assuming no additional contribution of assets. 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 agreement governing CAI GmbH’s revolving credit facility containers various financial and other covenants. As of December 31, 2020, CAI GmbH was in compliance with the terms of the revolving credit facility. CAI GmbH’s revolving credit facility, including any amounts drawn on the facility, is secured by all of the assets of CAI GmbH, which had a net book value of €27.0 million as of December 31, 2020, and is guaranteed by the Company.

(b)Term Loans

Term loans consist of the following:

(i) On April 19, 2018, the Company entered into a $30.0 million five-year term loan agreement with a bank. The loan is payable in 19 quarterly installments of $0.5 million starting July 31, 2018 and a final payment of $21.5 million on April 30, 2023. The loan bears interest at a variable rate based on LIBOR. As of December 31, 2020, the loan had a balance of $25.5 million.

The following are the estimated future principal and interest payments under this loan as of December 31, 2020 (in thousands). The payments were calculated assuming the interest rate remains 2.2% through maturity of the loan.



2021	$	2,350
2022		2,310
2023		22,140
		26,800
Less: Amount representing interest		(1,300)
Term loan	$	25,500

(ii) On April 11, 2012, the Company entered into a term loan agreement with a consortium of banks. The agreement, as amended, provided for a five-year term loan of up to $142.0 million, subject to certain borrowing conditions, which amount is secured by certain assets of the Company.

‎

On June 30, 2016, the Company entered into an amended and restated term loan agreement, pursuant to which the prior loan agreement was refinanced. The amended and restated term loan agreement, which contains similar terms to the prior loan agreement, was amended to, among other things: (a) provide the Company with the ability to increase the commitments under the facility to a maximum of $100.0 million, subject to certain conditions, (2) extend the maturity date to June 30, 2021, and (c) revise certain of the covenants and restrictions under the prior agreement to provide the Company with additional flexibility. The term loan’s outstanding principal is amortized quarterly, with quarterly payments equal to 1.75% multiplied by the original outstanding principal. The amended and restated term loan agreement bears a variable interest rate based on LIBOR for Eurodollar loans, and Base Rate for base rate loans. As of December 31, 2020, the loan had a balance of $68.5 million.

(iii) On December 22, 2015, the Company entered into a $20.0 million five-year term loan agreement for CAI Rail with a financial institution. On December 17, 2020, the Company repaid in full the outstanding debt associated with the term loan.

(iv) On August 30, 2016, CAI Rail entered into a term loan agreement of up to $100.0 million with a consortium of banks for the acquisition of railcars, subject to certain borrowing conditions. At closing of the loan agreement, CAI Rail made a draw of $50.0 million on the facility at a fixed interest rate of 3.6% per annum. On December 17, 2020, the Company repaid in full the outstanding debt associated with the term loan.

(v) On October 18, 2018, the Company entered into a $100.0 million five-year term loan agreement with a bank. The loan is payable in 20 quarterly installments of $1.5 million starting December 20, 2018 and a final payment of $70.0 million on October 18, 2023. The outstanding principal amounts under the loan bear interest at a fixed rate per annum of 4.6%. As of December 31, 2020, the loan had a balance of $86.5 million.

The following are the estimated future principal and interest payments under this loan as of December 31, 2020 (in thousands). The payments were calculated based on the fixed interest rate of 4.6%.



2021	$	9,848
2022		9,574
2023		77,266
		96,688
Less: Amount representing interest		(10,188)
Term loan	$	86,500

The Company's term loans are secured by rental equipment owned by the Company, which had a net book value of $227.6 million as of December 31, 2020.

(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. In addition, CAL is required to make certain principal payments on March 13 and September 13 of each year. 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. As of December 31, 2020, the Notes had a balance of $46.7 million.

‎

The following are the estimated future principal and interest payments under the Notes as of December 31, 2020 (in thousands). The payments were calculated based on the fixed interest rate of 4.9%.



2021	$	8,322
2022		42,467
		50,789
Less: Amount representing interest		(4,124)
Senior secured notes	$	46,665

The Company's senior secured notes are secured by rental equipment owned by the Company, which had a net book value of $56.9 million as of December 31, 2020.

(d)Asset-Backed Notes

Asset-backed notes consist of the following:

(i) On October 18, 2012, CAL II issued $171.0 million of 3.47% fixed rate asset-backed notes (Series 2012-1 Asset-Backed Notes). On April 27, 2020, the Company repaid in full the outstanding debt associated with the Series 2012-1 Asset-Backed Notes.

(ii) On March 28, 2013, CAL II issued $229.0 million of 3.35% fixed rate asset-backed notes (Series 2013-1 Asset-Backed Notes). On April 27, 2020, the Company repaid in full the outstanding debt associated with the Series 2013-1 Asset-Backed Notes.

(iii) On July 6, 2017, CAL Funding III Limited (CAL III), a wholly-owned indirect subsidiary of CAI, issued $240.9 million of 3.6% Class A fixed rate asset-backed notes and $12.2 million of 4.6% Class B fixed rate asset-backed notes (collectively, the Series 2017-1 Asset-Backed Notes). On September 25, 2020, the Company repaid in full the outstanding debt associated with the Series 2017-1 Asset-Backed Notes.

(iv) On February 28, 2018, CAL III issued $332.0 million of 4.0% Class A fixed rate asset-backed notes and $16.9 million of 4.8% Class B fixed rate asset-backed notes (collectively, the Series 2018-1 Asset-Backed Notes). On September 25, 2020, the Company repaid in full the outstanding debt associated with the Series 2018-1 Asset-Backed Notes.

(v) On September 19, 2018, CAL III issued $331.5 million of 4.3% Class A fixed rate asset-backed notes and $12.0 million of 5.2% Class B fixed rate asset-backed notes (collectively, the Series 2018-2 Asset-Backed Notes). On October 26, 2020, the Company repaid in full the outstanding debt associated with the Series 2018-2 Asset-Backed Notes.

(vi) On September 9, 2020, CAL Funding IV Limited (CAL Funding IV), a wholly-owned indirect subsidiary of CAI, issued $715.9 million of 2.2% Class A fixed-rate asset-backed notes and $26.8 million of 3.5% Class B fixed-rate asset-backed notes (collectively, the series 2020-1 Asset-Backed Notes). Principal and interest on the Series 2020-1 Asset-Backed Notes is payable monthly commencing on October 26, 2020, with a scheduled maturity date of March 27, 2028. The net proceeds from the issuance of the 2020-1 Asset-Backed Notes were used to repay in full the outstanding debt associated with the Series 2017-1 and 2018-1 Asset-Backed Notes on September 25, 2020 and the Series 2018-2 Asset-Backed Notes on October 26, 2020. As of December 31, 2020, the Series 2020-1 Asset-Backed Notes had a balance of $726.9 million.

The following are the estimated future principal and interest payments under the Series 2020-1 Asset-Backed Notes as of December 31, 2020 (in thousands). The payments were calculated based on the fixed interest rate of 2.3%.



2021	$	78,947
2022		77,516
2023		76,086
2024		75,119
2025		75,052
2026 and thereafter		426,211
		808,931
Less: Amount representing interest		(82,013)
Asset-backed notes	$	726,918

The Company’s asset-backed notes are secured by rental equipment owned by the Company, which had a net book value of $855.5 million as of December 31, 2020.

The agreements under the asset-backed notes described above require the Company to maintain a restricted cash account to cover payment of the obligations. As of December 31, 2020, the restricted cash account had a balance of $12.4 million.
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(e)Collateralized Financing Obligations

As of December 31, 2020, the Company had collateralized financing obligations of $69.6 million (see Note 4). The obligations had an average interest rate of 1.7% as of December 31, 2020 with maturity dates between March 2021 and February 2026. The debt is secured by a pool of containers covered under the financing arrangements.

The following are the estimated future principal and interest payments under the Company’s collateralized financing obligations as of December 31, 2020 (in thousands). The payments were calculated assuming an average interest rate of 1.7% through maturity of the obligations.



2021	$	36,358
2022		16,531
2023		-
2024		-
2025		-
2026 and thereafter		22,948
		75,837
Less: Amount representing interest		(6,208)
Collateralized financing obligations	$	69,629

(f)Term Loans Held by VIE

On March 29, 2019, one of the Japanese investor funds that is consolidated by the Company as a VIE (see Note 4) entered into a term loan agreement with a bank. Under the terms of the term loan agreement, the Japanese investor fund entered into a seven-year, amortizing term loan of $40.8 million at a fixed interest rate of 4.2%. The term loan is secured by assets of the Japanese investor fund and is subject to certain borrowing conditions set out in the term loan agreement. As of December 31, 2020, the term loans held by the Japanese investor fund totaled $31.2 million and had an average interest rate of 4.2%.



2021	$	6,725
2022		6,725
2023		6,725
2024		6,725
2025		6,725
2026 and thereafter		1,355
		34,980
Less: Amount representing interest		(3,746)
Term loans held by VIE	$	31,234

The Company's term loans held by VIE are secured by rental equipment owned by the Japanese investor fund, which had a net book value of $53.2 million as of December 31, 2020.

The agreements relating to all of the Company’s debt contain various financial and other covenants. As of December 31, 2020, the Company was in compliance with all of its debt covenants.

Derivative Instruments

During the year ended December 31, 2020, the Company entered into an interest rate swap agreement with an effective date of July 31, 2020 and scheduled maturity date of June 20, 2025. This contract is indexed to 1-month LIBOR, has a fixed leg interest rate of 0.29%, and a notional amount of $500.0 million.

As of December 31, 2020, the Company has designated interest rate swap agreements for a total notional amount of $500.0 million as cash flow hedges for accounting purposes. The change in fair value of cash flow hedging instruments during the year ended December 31, 2020 was recorded on the consolidated balance sheets in ‘Accumulated other comprehensive loss’ and reclassified to ‘Net interest expense’ when realized. The Company had no derivative instruments as of December 31, 2019.

Over the next twelve months, the Company expects to reclassify an estimated net loss of $0.7 million related to the designated interest rate swap agreements from ‘Accumulated other comprehensive loss’ in the consolidated statements of comprehensive income to ‘Net interest expense’ in the consolidated statements of income.

The following table summarizes the impact of derivative instruments designated in cash flow hedging relationships on the consolidated statements of income and the consolidated statements of comprehensive income (loss) on a pretax basis (in thousands):

The table below presents the Company’s derivative instruments measured at fair value on a recurring basis as of December 31, 2020 (in thousands):

Less: Amount representing interest