GUARANTYGuaranty • February 10th, 2005 • Cronos Group • Transportation services • New York
This GUARANTY (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Guaranty”), dated as of February 4, 2005, is made by THE CRONOS GROUP, a société anonyme holding organized and existing under the laws of the Grand Duchy of Luxembourg (“Guarantor”), in favor of FORTIS BANK (NEDERLAND) N.V., a Naamloze Vennootschap (in its individual capacity, “Fortis” and in its capacity as agent, the “Agent”), on behalf of, and for the benefit of, itself as Agent and as the representative of the holders of the Class A Notes and Class B Notes (collectively, the “Notes”) issued by Cronos Funding (Bermuda) Limited (such holders, the “Noteholders”).
ContractNote Agreement • February 10th, 2005 • Cronos Group • Transportation services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED FOR SALE, TRANSFER OR ASSIGNMENT UNLESS (1) SO REGISTERED OR THE TRANSACTION RELATING THERETO SHALL BE EXEMPT WITHIN THE MEANING OF SUCH ACT AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION ADOPTED THEREUNDER AND (2) SUCH TRANSACTION COMPLIES WITH THE PROVISIONS SET FORTH IN SECTION 211 OF THE MASTER LOAN AGREEMENT. BECAUSE OF THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY TO THE AGENT.
ContractNote Agreement • February 10th, 2005 • Cronos Group • Transportation services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED FOR SALE, TRANSFER OR ASSIGNMENT UNLESS (1) SO REGISTERED OR THE TRANSACTION RELATING THERETO SHALL BE EXEMPT WITHIN THE MEANING OF SUCH ACT AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION ADOPTED THEREUNDER AND (2) SUCH TRANSACTION COMPLIES WITH THE PROVISIONS SET FORTH IN SECTION 211 OF THE MASTER LOAN AGREEMENT. BECAUSE OF THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY TO THE AGENT.
AMENDED AND RESTATED MASTER LOAN AGREEMENT Dated as of August 15, 1997 and amended and restated as of February 4, 2005Master Loan Agreement • February 10th, 2005 • Cronos Group • Transportation services • New York
This Amended and Restated Master Loan Agreement, dated as of August 15, 1997 and amended and restated as of February 4, 2005 (as amended or supplemented from time to time as permitted hereby, the “Master Loan Agreement”), between CRONOS FUNDING (BERMUDA) LIMITED, a company organized and existing under the laws of the Islands of Bermuda (the “Issuer”) and FORTIS BANK (NEDERLAND) N.V. (in its individual capacity, “Fortis”), as agent on behalf of the Noteholders (the “Agent”).
ContractNote Agreement • February 10th, 2005 • Cronos Group • Transportation services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED FOR SALE, TRANSFER OR ASSIGNMENT UNLESS (1) SO REGISTERED OR THE TRANSACTION RELATING THERETO SHALL BE EXEMPT WITHIN THE MEANING OF SUCH ACT AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION ADOPTED THEREUNDER AND (2) SUCH TRANSACTION COMPLIES WITH THE PROVISIONS SET FORTH IN SECTION 211 OF THE MASTER LOAN AGREEMENT. BECAUSE OF THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY TO THE AGENT.
