Exhibit
10.5


 


Execution Copy


 


SUPPLEMENTAL AGREEMENT TO THE INTERCREDITOR COLLATERAL AGREEMENT


 


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, 2006, among CLI, CLI Funding, the Revolver
Agent, the Collateral Agent and various other persons from time to time parties
thereto (the “Agreement”).


 


RECITALS


 


WHEREAS, Section 11(b) of the Agreement contemplates that “Managed
Equipment Owners” and “Managed Equipment Lenders” (as such terms are defined in
the Agreement) not initially parties to the Agreement shall be entitled to
participate in the Agreement, as it may from time to time be amended or
supplemented, by executing a Supplemental Agreement accepting the terms of the
Agreement, as amended and supplemented to the date of such execution, upon
written approval of the Manager, but without further authorization or approval
of the other parties to the Agreement, provided certain conditions set forth
therein have been met.


 


WHEREAS, New Party A and New Party B are willing to
participate in the Agreement as Managed Equipment Owners upon the terms and
conditions set forth herein, and New Party C is willing to participate in the
Agreement as a Managed Equipment Lender upon the terms and conditions set forth
herein, and the Manager is willing to give its written approval to such
participations.


 


NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the parties hereto agree as follows:


 


1.             Each New Party
hereby accepts each of the terms of the Agreement, as amended and supplemented
to the date of the execution of this Supplemental Agreement.


 


2.             The Manager
hereby approves of the participation in the Agreement by each New Party. The
Manager further hereby agrees that each of New Party A and New Party B shall
constitute a Managed Equipment Owner as such term is defined in the Agreement
and 


 

















 


that
New Party C shall constitute a Managed Equipment Lender as such term is defined
in the Agreement.


 


3.             (a)           Each of the New Parties
hereby acknowledges and agrees for the benefit of (i) the Trustee, (ii) the
Revolver Agent and (iii) the Other Lenders (as defined in the Agreement)
and their successors and assigns that any and all security interests, liens,
rights and interests of such New Party, whether now or hereafter arising and
howsoever existing, in or on any or all of the Collateral owned by other
Managed Equipment Owners and pledged to other Managed Equipment Lenders shall
be and hereby are released and terminated. 
No New Party shall have any right to take any action with respect to
such Collateral, whether by judicial or non judicial foreclosure, the seeking
of the appointment of a receiver for any portion of such party’s assets or
otherwise, or to take possession of any of such Collateral.  In the event any payment or distribution to
any New Party is made from any of such Collateral, or any proceeds thereof,
upon or with respect to any of the indebtedness owing to such New Party prior
to the payment of (i) the CLI Obligations, (ii) the CLI Funding
Obligations, or (iii) the Other Lenders’ Obligations in full in cash and
the termination of all directly related financing arrangements, such New Party
shall receive and hold the same in trust for the benefit of the other Managed
Equipment Lenders, and shall forthwith deliver the same to the Collateral Agent
for the benefit of the applicable Managed Equipment Lender, in precisely the
form received (except for the endorsement of such New Party) for application
against the CLI Obligations, the CLI Funding Obligations or the Other Lenders’
Obligations, as applicable, whether due or not due, and, until so delivered,
the same shall be held in trust by such New Party as the property of the
Collateral Agent for the benefit of the applicable Managed Equipment Lenders.


 


(b)           To the extent that any
additional Managed Equipment Owner(s) and/or Managed Equipment Lender(s) become
a party to the Agreement in accordance with the provisions of Section 11(b)
thereof, then each New Party will be deemed to have disclaimed any interest in
the Containers owned by such additional Managed Equipment Owner(s) and/or
pledged to such additional Managed Equipment Lender(s). To the extent that any
payment or distribution is made to a New Party from the Containers owned by any
such additional Managed Equipment Owner(s), such New Party shall receive and
hold the same in trust for the benefit of such Managed Equipment Owner(s) and
related Managed Equipment Lender(s) and shall forthwith deliver the same
to the appropriate Managed Equipment Owner(s) (or as a court of competent
jurisdiction may otherwise direct).


 


4.             Each New Party
hereby agrees to be added as a party to any Blocked Account Control Agreement,
substantially in the form of Exhibit D to the Agreement, that may be
delivered pursuant to the Agreement. 
Furthermore, the execution and delivery by each New Party of its
counterpart signature page to this Supplemental Agreement shall evidence
its automatic accession and agreement to such Blocked Account Control Agreement
referred to in the immediately preceding sentence.


 


5.             The Required
Managed Equipment Lenders are, with respect to the Term Loan Agreement, dated
as of January 20, 2009, among New Party A, New Party C and the lenders
party thereto (as amended, restated, or otherwise modified from time to time,
the “GLFI Credit Agreement”), as of any
date, the “Required Lenders” (as such term is 


 


2

















 


defined
in the GLFI Credit Agreement).  The
Required Managed Equipment Lenders are, with respect to the Term Loan
Agreement, dated as of January 20, 2009, among New Party B, New Party C
and the lenders party thereto (as amended, restated, or otherwise modified from
time to time, the “GLFII Credit Agreement”),
as of any date, the “Required Lenders” (as such term is defined in the GLFII
Credit Agreement).


 


6.             For purposes of
Section 12.9
of the Agreement, the address of New Party A is Canon’s Court, 22 Victoria
Street, P.O. Box HM 1179, Hamilton HM EX, Bermuda, the address of New
Party B is Canon’s Court, 22 Victoria Street, P.O. Box HM 1179, Hamilton
HM EX, Bermuda and the address of New Party C is Bijlmerplein 888, 1102 MG Amsterdam,
The Netherlands.  Notice of change of
such addresses shall be made pursuant to said Section 12.9.


 


7.             This instrument
may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original; but all such counterparts
shall together constitute only one and the same instrument.


 


8.             This
Supplemental Agreement shall be construed by and interpreted in accordance with
the laws of the State of New York, without giving effect to the principles of conflicts
of law, and the rights, obligations and remedies of the parties hereto shall be
determined in accordance with the laws of the State of New York.


 


[Signature Pages to Follow]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Agreement to the Intercreditor Collateral Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


 


	
   

  	
  CONTAINER
  LEASING INTERNATIONAL, LLC,

  
	
   

  	
  in its capacity as a Managed Equipment

  
	
   

  	
  Owner and manager of certain Containers

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph Kwok

  
	
   

  	
   

  	
  Name:
  Joseph Kwok

  
	
   

  	
   

  	
  Title:

  



 


Signature
Page to


Supplement
to Intercreditor


January
2009


 

















 


	
   

  	
  GL
  Finance I Ltd.,

  
	
   

  	
  in its individual capacity as a Managed Equipment
  Owner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alexander Szewald

  
	
   

  	
   

  	
  Name:

  	
  Alexander
  Szewald

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GL
  Finance II Ltd.,

  
	
   

  	
  in its individual capacity as a Managed Equipment
  Owner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alexander Szewald

  
	
   

  	
   

  	
  Name:

  	
  Alexander
  Szewald

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


Signature
Page to


Supplement
to Intercreditor


January
2009


 

















 


	
   

  	
  ING
  BANK N.V.,

  
	
   

  	
  in its individual capacity as a Managed Equipment
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Bekker

  
	
   

  	
   

  	
  Name:

  	
  Mark
  Bekker

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.O.E. Kollmann

  
	
   

  	
   

  	
  Name:

  	
  J.O.E. Kollmann

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 


Signature Page to


Supplement to Intercreditor


January 2009