SeaCube Container Leasing Ltd. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 4th, 2010 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware

AGREEMENT, dated as of (this “Agreement”), between SeaCube Container Leasing Ltd., an exempted company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church Street, Hamilton 11, Bermuda (the “Company”), and (“Indemnitee”).

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • November 12th, 2010 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of October 27, 2010, by and between Seacastle Operating Company Ltd., a Bermuda exempted company (the “Initial Shareholder”), and SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

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CREDIT AGREEMENT
Credit Agreement • May 20th, 2010 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing

This Credit Agreement, dated as of May 18, 2010 (as amended, modified or supplemented from time to time in accordance with its terms, this “Credit Agreement”), by and among CLI FUNDING IV LLC (the “Borrower”), a Delaware limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, WELLS FARGO BANK, NATIONAL ASSOCIATION AND OTHER LENDERS FROM TIME TO TIME PARTY HERETO (the “Lender” and collectively, the “Lenders”), and WELLS FARGO SECURITIES, LLC (the “Administrative Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 20th, 2010 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • New York

This Employment Agreement (this “Agreement”), dated May 18, 2010, is entered into by and among SeaCube Container Leasing Ltd., a Bermuda exempted company (“SeaCube”), Container Leasing International, LLC, a New York limited liability company (“CLI” and together with SeaCube, the “Company”), and Stephen P. Bishop (the “Executive”).

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THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 29th, 2010 • SeaCube Container Leasing Ltd. • New York

This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of January 26, 2010, by and among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC) (the “Borrower”), a New York limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York (“DB”) and the Persons who are or may become a party to this Agreement and are listed on Schedule 1 hereto (the “Lenders” and each a “Lender”), DEUTSCHE BANK SECURITIES (the “Lead Arranger”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York, as administrative agent for itself and such other lending institutions (the “Agent”).

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GUARANTY
Guaranty • March 29th, 2010 • SeaCube Container Leasing Ltd. • New York

GUARANTY (this “Guaranty”), dated as of October 31, 2007, is made by CONTAINER LEASING INTERNATIONAL, LLC (d/b/a Carlisle Leasing International, LLC), a limited liability company organized under the laws of the State of New York (together with its successors and assigns, the “Guarantor”).

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FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of June 27, 2012 by and among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC), as...
Revolving Credit Agreement • June 28th, 2012 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • New York

This FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of June 27, 2012, by and among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC) (the “Borrower”), a New York limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, DEUTSCHE BANK TRUST COMPANY AMERICAS, CITICORP NORTH AMERICA INC., JPMORGAN CHASE BANK, N.A. and each of the Persons who may become a party to this Credit Agreement and are listed on Schedule 1 hereto (the “Lenders” and each a “Lender”), DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES LLC and CITIGROUP GLOBAL MARKETS, INC. (each, a “Lead Arranger” and collectively, the “Lead Arrangers”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York (“DB”), as administrative agent for itself and such other lending institutions (the “Admini

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RESTRICTED SHARE EXCHANGE AGREEMENT
Restricted Share Exchange Agreement • June 4th, 2010 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • New York

This Restricted Share Exchange Agreement (this “Agreement”) is entered into as of April 23, 2010, by and among Seacastle Inc., a Marshall Islands corporation (“Seacastle”), SeaCube Container Leasing Ltd., a Bermuda exempted company and an indirect wholly-owned subsidiary of Seacastle (the “Company”), Seacastle Operating Company Ltd. (f/k/a FIF III CLI Holding Limited), a Bermuda exempted company (“Operating”), Container Leasing International, LLC, a New York limited liability company (“CLI”), and Stephen P. Bishop (the “Management Investor”).

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AMENDMENT NO. 2
SeaCube Container Leasing Ltd. • March 29th, 2010 • New York

THIS AMENDMENT NO. 2, dated March 31, 2008 (this “Amendment”), to the Credit Agreement, dated as of October 31, 2007 (the “Credit Agreement”), among CLI Funding III LLC (“CLI” or the “Borrower”), ING Bank N.V., as Administrative Agent and as Collateral Agent (the “Agent”), and the lenders named therein (the “Lenders”).

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AMENDMENT NUMBER 2 TO SECOND AMENDED AND RESTATED INDENTURE
Indenture • March 29th, 2010 • SeaCube Container Leasing Ltd. • New York

THIS AMENDMENT NUMBER 2 TO THE SECOND AMENDED AND RESTATED INDENTURE, dated as of August 21, 2008 (this “Amendment”), between CLI FUNDING LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the Indenture Trustee (together with its successors and permitted assigns, the “Indenture Trustee”) and consented to by AMBAC ASSURANCE CORPORATION, as the Requisite Global Majority, is to the Amended and Restated Indenture, dated as of August 24, 2006 (as amended, modified and supplemented from time to time in accordance with its terms, the “Indenture”), between the Issuer and the Indenture Trustee.

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SECOND AMENDED AND RESTATED INTERCREDITOR COLLATERAL AGREEMENT
Intercreditor Collateral Agreement • March 29th, 2010 • SeaCube Container Leasing Ltd. • New York
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January 18, 2013 Stephen P. Bishop Address on file with SeaCube Container Leasing, Ltd. Dear Mr. Bishop:
Letter Agreement • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware

This Letter Agreement sets forth the agreement made this 18th day of January, 2013, by and between SC Acquisitionco Ltd. (the “Amalgamated Corporation”), SeaCube Container Leasing, Ltd. (the “Company”) and Stephen Bishop (the “Executive”), a member of the management team of the Company, regarding the Executive’s employment with the Company in connection with the Agreement and Plan of Amalgamation dated January 18, 2013 by and among 2357575 Ontario Limited, an entity of Ontario Teachers’ Pension Plan Board (“OTPPB”), Amalgamated Corporation and the Company (the “Merger Agreement”).

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AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED INDENTURE
Indenture • March 29th, 2010 • SeaCube Container Leasing Ltd. • New York

THIS AMENDMENT NUMBER 1 TO THE SECOND AMENDED AND RESTATED INDENTURE, dated as of April 26, 2007 (this “Amendment”), between CLI FUNDING LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the Indenture Trustee (together with its successors and permitted assigns, the “Indenture Trustee”) and consented to by Ambac Assurance Corporation, as the Requisite Global Majority, is to the Amended and Restated Indenture, dated as of August 24, 2006 (as amended, modified and supplemented from time to time in accordance with its terms, the “Indenture”), between the Issuer and the Indenture Trustee.

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January 18, 2013 Lisa D. Leach Address on file with SeaCube Container Leasing, Ltd. Dear Ms. Leach:
Employment Agreement • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • New York

This Letter Agreement sets forth the agreement made this 18th day of January, 2013, by and between SC Acquisitionco Ltd. (the “Amalgamated Corporation”), SeaCube Container Leasing, Ltd. (the “Company”) and Lisa Leach (the “Executive”), a member of the management team of the Company, regarding the Executive’s employment with the Company and ownership of equity in the Amalgamated Corporation in connection with the Agreement and Plan of Amalgamation dated January 18, 2013 by and among 2357575 Ontario Limited, an entity of Ontario Teachers’ Pension Plan Board (“OTPPB”), Amalgamated Corporation and the Company (the “Merger Agreement”).

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AGREEMENT AND PLAN OF AMALGAMATION by and among 2357575 ONTARIO LIMITED, SC ACQUISITIONCO LTD. and SEACUBE CONTAINER LEASING LTD. Dated as of January 18, 2013
Agreement and Plan of Amalgamation • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware

AGREEMENT AND PLAN OF AMALGAMATION, dated as of January 18, 2013 (this “Agreement”), by and among 2357575 Ontario Limited, an Ontario, Canada corporation (“Parent”), SC Acquisitionco Ltd., a Bermuda exempted company and a subsidiary of Parent (“Acquisition Sub”), and SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”). Certain capitalized terms used in this Agreement have the respective meanings specified in Section 8.1.

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 27, 2012 by and among CLI FUNDING IV LLC, as Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION DEUTSCHE BANK TRUST COMPANY AMERICAS AND OTHER LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders and...
Credit Agreement • March 27th, 2012 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing

This Amended and Restated Credit Agreement, dated as of March 27, 2012 (as amended, modified or supplemented from time to time in accordance with its terms, this “Credit Agreement”), by and among CLI FUNDING IV LLC (the “Borrower”), a Delaware limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, WELLS FARGO BANK, NATIONAL ASSOCIATION, DEUTSCHE BANK TRUST COMPANY AMERICAS AND OTHER LENDERS FROM TIME TO TIME PARTY HERETO (each, a “Lender” and collectively, the “Lenders”), and WELLS FARGO SECURITIES, LLC (the “Administrative Agent”).

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CLI FUNDING LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee and Securities Intermediary
Director Services Agreement • March 29th, 2010 • SeaCube Container Leasing Ltd. • New York

This Second Amended and Restated Indenture, dated as of August 24, 2006 (as amended or supplemented from time to time as permitted hereby, the “Indenture”), between CLI FUNDING LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the Indenture Trustee (the “Indenture Trustee”) and individually as a Securities Intermediary.

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TERM LOAN AGREEMENT dated as of April 28, 2011 among SEACUBE CONTAINER LEASING LTD., as the Borrower THE GUARANTORS NAMED HEREIN, as Guarantors, THE LENDERS LISTED HEREIN, WELLS FARGO BANK, N.A. as Administrative Agent, and APOLLO INVESTMENT...
Term Loan Agreement • April 29th, 2011 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • New York

THIS TERM LOAN AGREEMENT (this "Agreement") dated as of April 28, 2011 among SEACUBE CONTAINER LEASING LTD. (the "Borrower"), the LENDERS listed on the signature pages hereof, the GUARANTORS listed on Schedule 1.1(a), WELLS FARGO BANK, N.A., as Administrative Agent, and APOLLO INVESTMENT CORPORATION (“AIC”), as Sole Lead Arranger.

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SUPPLEMENTAL AGREEMENT TO THE INTERCREDITOR COLLATERAL AGREEMENT
Supplemental Agreement • March 29th, 2010 • SeaCube Container Leasing Ltd. • New York

THIS SUPPLEMENTAL AGREEMENT TO THE INTERCREDITOR COLLATERAL AGREEMENT is made as of January 20, 2009 (this “Supplemental Agreement”), by and among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC), a limited liability company organized and existing under the laws of the State of New York (acting in its capacity as a Managed Equipment Owner and as manager of certain Containers, together with its successors and permitted assigns, the “Manager” or “CLI”), GL Finance I Ltd. (“New Party A”), GL Finance II Ltd. (“New Party B”) and ING Bank, N.V., as agent (“New Party C”) (each of New Party A, New Party B and New Party C individually a “New Party” and collectively the “New Parties”). Capitalized terms not herein defined shall have the respective meanings set forth in the Second Amended and Restated Intercreditor Collateral Agreement, dated as of October 26, 2001, as amended and restated as of January 29, 2004 and as further amended and restated as of August 24,

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January 18, 2013 Joseph Kwok Address on file with SeaCube Container Leasing, Ltd. Dear Mr. Kwok:
Letter Agreement • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing

This Letter Agreement sets forth the agreement made this 18th day of January, 2013, by and between SC Acquisitionco Ltd. (the “Amalgamated Corporation”), SeaCube Container Leasing, Ltd. (the “Company”) and Joseph Kwok (the “Executive”), a member of the management team of the Company, regarding the Executive’s employment with the Company and ownership of equity in the Amalgamated Corporation in connection with the Agreement and Plan of Amalgamation dated January 18, 2013 by and among 2357575 Ontario Limited, an entity of Ontario Teachers’ Pension Plan Board (“OTPPB”), Amalgamated Corporation and the Company (the “Merger Agreement”).

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CLI FUNDING V LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee and Securities Intermediary INDENTURE Dated as of March 18, 2011
Qualified Institutional Buyers • May 11th, 2011 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • New York

This Indenture, dated as of March 18, 2011 (as amended or supplemented from time to time as permitted hereby, the “Indenture”), between CLI FUNDING V LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer”), and U.S. Bank National Association, a national banking association, as the Indenture Trustee (the “Indenture Trustee”) and individually as a Securities Intermediary.

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FORM OF RESTRICTED SHARE AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SEACUBE CONTAINER LEASING LTD 2010 OMNIBUS EQUITY INCENTIVE PLAN
Restricted Share Agreement • June 4th, 2010 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware

This Agreement (this “Agreement”) is entered into as of , 2010 (the “Date of Grant”), by and between SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”), and (the “Participant”), effective upon and in connection with the initial public offering of the Shares (the “Effective Date”). Capitalized terms used without definition herein shall have the meaning ascribed to them in the SeaCube Container Leasing Ltd. 2010 Omnibus Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

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CLI FUNDING LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee
SeaCube Container Leasing Ltd. • March 29th, 2010 • New York

WHEREAS, pursuant to the Second Amended and Restated Indenture, dated as of August 24, 2006 (as amended and supplemented from time to time in accordance with its terms, the “Indenture”), between the Issuer and the Indenture Trustee, the Issuer may from time to time direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a Supplement to the Indenture.

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AMENDMENT NO. 3
SeaCube Container Leasing Ltd. • March 29th, 2010 • New York

THIS AMENDMENT NO. 3, dated April 22, 2008 (this “Amendment”), to the Credit Agreement, dated as of October 31, 2007 (as amended, modified or supplemented from time to time in accordance with its terms, the “Credit Agreement”), among CLI Funding III LLC (“CLI” or the “Borrower”), ING Bank N.V., as Administrative Agent and as Collateral Agent (the “Agent”), and the lenders named therein (the “Lenders”).

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SeaCube Container Leasing Ltd. Shares (1) Common Shares ($0.01 par value) Form of Underwriting Agreement
SeaCube Container Leasing Ltd. • October 12th, 2010 • Services-miscellaneous equipment rental & leasing • New York

SeaCube Container Leasing Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, common shares, $0.01 par value (“Common Shares”) of the Company, and Seacastle Operating Company Ltd. (f/k/a FIF III CLI Holding Limited), an exempted company incorporated under the laws of Bermuda (the “Selling Shareholder”), proposes to sell to the several Underwriters Common Shares (said shares to be issued and sold by the Company and shares to be sold by the Selling Shareholder collectively being hereinafter called the “Underwritten Securities”). The Company and the Selling Shareholder also propose to grant to the Underwriters an option to purchase up to and , respectively, additional Common Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securit

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Contract
Voting Agreement • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware

VOTING AGREEMENT, dated as of January 18, 2013, between 2357575 Ontario Limited, an Ontario, Canada corporation (“Parent”), and Seacastle Operating Company Ltd., a Bermuda exempted company (the “Shareholder”), a shareholder of SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”) (this “Agreement”).

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OMNIBUS AMENDMENT 1
SeaCube Container Leasing Ltd. • May 11th, 2011 • Services-miscellaneous equipment rental & leasing • New York

THIS OMNIBUS AMENDMENT 1, dated as of May 9, 2011 (this “Amendment”), is among CLI FUNDING IV LLC (the “Borrower”), a Delaware limited liability company having its principal place of business at One Maynard Drive, Park Ridge, New Jersey 07656, CONTAINER LEASING INTERNATIONAL, LLC, a limited liability company organized under the laws of the State of New York (“CLI” or, in its respective capacity as manager, the “Manager” or, in its respective capacity as guarantor, the “Guarantor”, as applicable), WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), and WELLS FARGO SECURITIES, LLC (the “Administrative Agent”).

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AMENDMENT NO. 1
SeaCube Container Leasing Ltd. • March 29th, 2010 • New York

THIS AMENDMENT NO. 1, dated January 31, 2008 (this “Amendment”), to the Credit Agreement, dated as of October 31, 2007 (the “Credit Agreement”), among CLI Funding III LLC (“CLI” or the “Borrower”), ING Bank N.V., as Administrative Agent and as Collateral Agent (the “Agent”), and the lenders named therein (the “Lenders”).

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RESTRICTED SHARE EXCHANGE AGREEMENT
Restricted Share Exchange Agreement • October 12th, 2010 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • New York

This Restricted Share Exchange Agreement (this “Agreement”) is entered into as of April 23, 2010, by and among Seacastle Inc., a Marshall Islands corporation (“Seacastle”), SeaCube Container Leasing Ltd., a Bermuda exempted company and an indirect wholly-owned subsidiary of Seacastle (the “Company”), Seacastle Operating Company Ltd. (f/k/a FIF III CLI Holding Limited), a Bermuda exempted company (“Operating”), Container Leasing International, LLC, a New York limited liability company (“CLI”), and Lisa Leach (the “Management Investor”).

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