CREDIT AGREEMENT Dated as of October 31, 2007 Among CLI FUNDING III LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and ING BANK N.V., as Administrative Agent and as Collateral AgentCredit Agreement • March 29th, 2010 • SeaCube Container Leasing Ltd.
This CREDIT AGREEMENT is made as of October 31, 2007, by and among CLI FUNDING III LLC, a limited liability company organized and existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and ING BANK N.V., a Naamloze Vennootschap organized and existing under the laws of the Netherlands (together with its successors and permitted assigns, the “Administrative Agent”).
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving 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”).
GUARANTYGuaranty • 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”).
AMENDMENT NO. 2SeaCube 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”).
AMENDMENT NUMBER 2 TO SECOND AMENDED AND RESTATED INDENTUREIndenture • 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.
SECOND AMENDED AND RESTATED INTERCREDITOR COLLATERAL AGREEMENTIntercreditor Collateral Agreement • March 29th, 2010 • SeaCube Container Leasing Ltd. • New York
AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED INDENTUREIndenture • 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.
CLI FUNDING LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee and Securities IntermediaryDirector 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.
SUPPLEMENTAL AGREEMENT TO THE INTERCREDITOR COLLATERAL AGREEMENTSupplemental 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,
CLI FUNDING LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture TrusteeSeaCube 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.
AMENDMENT NO. 3SeaCube 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”).
AMENDMENT NO. 1SeaCube 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”).
