GUARANTEE

GUARANTEE

THIS GUARANTEE, dated as of _______ __, 2007 (as amended or supplemented from time to time, this “Guarantee”), made by Global Ship Lease, Inc., a Republic of the Xxxxxxxx Islands Corporation (the “Guarantor”), in favor of CMA CGM S.A., a French corporation (“CMA CGM”), and CMA Ship Management, a French corporation and a wholly owned subsidiary of CMA CGM, which will perform certain ship management services (the “Manager”), is to take effect as a deed.

WITNESSETH:

WHEREAS, Manager is entering into individual ship management agreements on the date listed on Schedule I (as amended from time to time, each a “Management Agreement” and collectively the “Management Agreements”) pursuant to which Manager will agree to manage the applicable vessel owned by the relevant vessel-owning company (collectively, the “Owners”), as specified on Schedule I;

WHEREAS, each of the Owners is a wholly owned subsidiary of Guarantor; and

WHEREAS, in order to induce Manager to enter into its Management Agreements with the applicable Owner, Guarantor agrees to execute this Guarantee to guarantee each Owner’s payment, performance obligations and compliance under the Management Agreements.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Guarantee. Guarantor, as primary obligor and not merely as surety, irrevocably, unconditionally and absolutely hereby guarantees to Manager the due and punctual payment of all obligations and liabilities owing by an Owner under its Management Agreement with Manager and the due performance and compliance by such Owner with all other terms, conditions and agreements contained therein (all such obligations and liabilities being herein collectively called the “Maximum Amount Guaranteed Obligations”). In case of the failure of an Owner to punctually pay any of the amounts or to perform and comply with any other terms, conditions and agreements required to satisfy the Maximum Amount Guaranteed Obligations, Guarantor shall cause such amounts to be punctually paid and all terms, conditions and agreements to be performed and complied on demand, by notice in writing from Manager, as if such payment were made, and such terms, conditions and agreements were performed or complied, as applicable, by such Owner. For the avoidance of doubt, if any extension of time is agreed to in writing between an Owner and Manager with respect to any payments due under a Management Agreement, Guarantor shall have the benefit of such extension. Guarantor also shall pay any and all expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Manager and/or CMA CGM in enforcing its or their rights under this Guarantee provided that Manager and/or CMA CGM is successful in enforcing its or their rights hereunder.

Section 2. Unconditional Obligations. The obligation of Guarantor to guarantee the Maximum Amount Guaranteed Obligations set forth in Section 1 above shall be absolute and unconditional irrespective of (i) any lack of enforceability against an Owner of the applicable Management Agreement or this Guarantee, (ii) any change of the time, manner or place of payment or any other term, condition or agreement, of the Maximum Amount Guaranteed Obligations, (iii) the failure, omission, delay or lack on the part of Manager to assert any claim or demand or to enforce any right or remedy against Guarantor or any Owner, (iv) any invalidity, illegality or unenforceability in whole or in part of any Management Agreement and (v) any law, regulation or order of any jurisdiction affecting any term of the Maximum Amount Guaranteed Obligations, a management agreement or a Manager’s rights with respect thereto. Guarantor hereby waives promptness, diligence, protest, demand of payment and notices with respect to the Maximum Amount Guaranteed Obligations. Notwithstanding anything in this Guarantee to the contrary, Guarantor shall be entitled to the benefit of any right to or claim of any defense, setoff, counterclaim, recoupment or termination to which an Owner is entitled.

Section 3. Nature of Maximum Amount Guaranteed Obligations. (a) Guarantor hereby agrees that this Guarantee is a guarantee of payment, performance and compliance and not of collection only.

(b) Any and all payments by Guarantor under the Maximum Amount Guaranteed Obligations shall be made free and clear of, and without deduction or withholding for or on account of any and all taxes, monetary transfer fees or other amounts except to the extent such deduction or withholding of any tax is required by applicable law. If Guarantor shall be required by applicable law to deduct or withhold any tax or other amount from or in respect of any sum payable hereunder to or for the benefit of Manager or CMA CGM, to the extent the amount to be received from Guarantor after such withholding is less than the amount that would have been received from the applicable Owner, Guarantor shall pay to Manager or CMA CGM, as applicable, such additional amount as shall be necessary to enable Manager or CMA CGM, as applicable, to receive, after such withholding (including any withholding with respect to such additional amount), the amount it would have received if such withholding had not been required.

(c) This Guarantee is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable but unpaid under this Guarantee. Any payment made by Guarantor under this Guarantee shall reduce the Maximum Amount Guaranteed Obligations by a corresponding amount.

Section 4. Insolvency. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, in whole or in part of any of the Maximum Amount Guaranteed Obligations is rescinded or must otherwise be restored or returned by Manager upon the bankruptcy, insolvency, reorganization, arrangements, adjustment, composition, dissolution, liquidation, or the like, of an Owner or Guarantor, or as a result of the appointment of a custodian, receiver, trustee, or other officer with similar powers with respect to any Owner or Guarantor or any substantial part of either person’s respective property, or otherwise, all as though such payment had not been made notwithstanding any termination of this Guarantee or the applicable Management Agreement.

Section 5. Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to Manager that this Guarantee has been duly executed and delivered by Guarantor and constitutes a valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.

Section 6. Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies. This Guarantee may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, but only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party on exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

Section 7. Governing Law. This Guarantee shall be construed, performed and enforced in accordance with the laws of England and any dispute or claim arising out of or in connection with its subject matter shall be settled in the same manner as is set forth in the applicable Management Agreement.

Section 8. Notices. All notices, requests, demands and other communications under this Guarantee must be delivered in the same manner as set forth in the applicable Management Agreement.

Section 9. Assignment; Binding Effect. This Guarantee shall be binding upon Guarantor and its successors, permitted assigns and legal representatives and shall inure to the benefit of Manager and CMA CGM and their successors, permitted assigns and legal representatives. This Guarantee

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and any rights of either party hereunder, may not be assigned, directly or indirectly, without the prior written consent of the other party (which consent may not be unreasonably withheld). Any assignment in violation of this Section 9 shall be treated as void and having no force and effect, it being understood for the avoidance of doubt that in the event that a party shall (i) merge or consolidate with or into another entity or enter into a business combination or other similar transaction with another entity and (ii) not continue as the surviving entity, then such transaction shall constitute an assignment requiring the prior written consent of the other party.

Section 10. Termination. This Guarantee shall terminate with no further force or effect upon the later of: (i) the complete satisfaction and fulfillment of the Maximum Amount Guaranteed Obligations or (ii) three (3) months after the termination of any Management Agreement, but only with respect to that specific Management Agreement.

Section 11. No Third-Party Beneficiaries. Nothing in this Guarantee will confer any rights or benefits upon any person or entity other than Manager and CMA CGM and a successor or permitted assignee of Manager and CMA CGM.

Section 12. Negotiated Agreement. This Guarantee has been negotiated by the parties and the fact that the initial and final draft will have been prepared by either party or an intermediary will not give rise to any presumption for or against any party to this Guarantee or be used in any respect or forum in the construction or interpretation of this Guarantee or any of its provisions.

Section 13. Severability. If any provision of this Guarantee is held to be void or unenforceable, in whole or in part, (i) such holding shall not affect the validity and enforceability of the remainder of this Guarantee, including any other provision, paragraph or subparagraph and (ii) the parties agree to attempt in good faith to reform such void or unenforceable provision to the extent necessary to render such provision enforceable and to carry out its original intent.

Section 14. Counterparts. This Guarantee may be executed by the parties hereto in counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Remainder of page left intentionally blank. Signature page follows.

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IN WITNESS WHEREOF, this document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Executed and delivered as a deed by GLOBAL SHIP LEASE, INC., as Guarantor

By: 

Authorised Signatory

Name:

Title:

By: 

Authorised Signatory

Name:

Title:

Executed and delivered as a deed by CMA CGM S.A.

By: 

Authorised Signatory
Name: 

Title: 

By: 

Authorised Signatory
Name: 

Title: 

Executed and delivered as a deed by CMA SHIP MANAGEMENT

By: 

Authorised Signatory
Name: 

Title: 

By: 

Authorised Signatory
Name: 

Title: 

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SCHEDULE I

		Owners		Manager		Date of Management Agreement		Vessel
1.		Global Ship Lease 1 Limited		CMA Ship Management		__________, 2007		Ville d’Orion
2.		Global Ship Lease 2 Limited		CMA Ship Management		__________, 2007		Ville d’Aquarius
3.		Global Ship Lease 3 Limited		CMA Ship Management		__________, 2007		CMA CGM Matisse
4.		Global Ship Lease 4 Limited		CMA Ship Management		__________, 2007		CMA CGM Utrillo
5.		Global Ship Lease 5 Limited		CMA Ship Management		__________, 2007		MOL Rainbow
6.		Global Ship Lease 6 Limited		CMA Ship Management		__________, 2007		Xxxxx Xxxxxx
7.		Global Ship Lease 7 Limited		CMA Ship Management		__________, 2007		Kumasi
8.		Global Ship Lease 8 Limited		CMA Ship Management		__________, 2007		Xxxxx Xxxxxx
9.		Global Ship Lease 9 Limited		CMA Ship Management		__________, 2007		CMA CGM La Tour
10.		Global Ship Lease 10 Limited		CMA Ship Management		__________, 2007		CMA CGM Manet
11.		GSL Alcazar Inc.		CMA Ship Management		__________, 2007		CMA CGM Alcazar
12.		GSL Château d’lf Inc.		CMA Ship Management		__________, 2007		CMA CGM Château d’lf
13.		Global Ship Lease 13 Limited		CMA Ship Management		__________, 2007		10,960 TEU newbuilding
14.		Global Ship Lease 14 Limited		CMA Ship Management		__________, 2007		CMA CGM Jamaica
15.		Global Ship Lease 15 Limited		CMA Ship Management		__________, 2007		CMA CGM Sambhar
16.		Global Ship Lease 16 Limited		CMA Ship Management		__________, 0000		XXX XXX Xxxxxxx
17.		Global Ship Lease 17 Limited		CMA Ship Management		__________, 2007		CMA CGM Berlioz

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