ContractCronos Group • August 4th, 2005 • Transportation services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, UNLESS 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. IN ADDITION, SUCH TRANSACTION MUST COMPLY WITH THE PROVISIONS SET FORTH IN SECTION 205 OF THE 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 OF THE AGENT.
ContractCronos Group • August 4th, 2005 • Transportation services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, UNLESS 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. IN ADDITION, SUCH TRANSACTION MUST COMPLY WITH THE PROVISIONS SET FORTH IN SECTION 205 OF THE 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 OF THE AGENT.
AMENDMENT NUMBER 4 TO MEMBERS AGREEMENTMembers Agreement • August 4th, 2005 • Cronos Group • Transportation services • New York
THIS AMENDMENT NUMBER 4, dated as of August 1, 2005 (this “Amendment”), to the Members Agreement, dated as of September 18, 2002, and amended by Amendment Number 1 thereto as of June 15, 2004, Amendment Number 2 thereto as of July 8, 2004, and Amendment Number 3 thereto as of June 15, 2005 (as amended or supplemented from time to time as permitted thereby, the “Members Agreement”), among CF LEASING LTD., a company organized and existing under the laws of Bermuda (together with its successors and permitted assigns, the “Borrower”), FB AVIATION & INTERMODAL FINANCE HOLDING B.V. (f/k/a MeesPierson Transport & Logistics Holding B.V.), a Besloten Vennootschap organized and existing under the laws of The Netherlands (“FBH”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a company organized and existing under the laws of Bermuda (“Cronos”), and joined by THE CRONOS GROUP, a societe anonyme holding organized and existing under the laws of Grand Duchy of Luxembourg.
AMENDMENT NUMBER 2 TO AMENDED AND RESTATED GUARANTYGuaranty • August 4th, 2005 • Cronos Group • Transportation services • New York
THIS AMENDMENT NUMBER 2, dated as of August 1, 2005 (the “Amendment”) to the Amended and Restated Guaranty, dated as of July 19, 2001 (together with any amendments and supplements, the “Guaranty”), between THE CRONOS GROUP, as the Guarantor (together with its successors and permitted assigns, the “Guarantor”), FORTIS BANK (NEDERLAND) N.V. in its capacity as Agent (together with its successors and permitted assigns, the “Agent”) and in its capacity as a Noteholder (in such capacity, “Fortis”), and NIB CAPITAL BANK N.V. and HOLLANDSCHE BANK-UNIE N.V., each as a Noteholder (collectively with Fortis and each together with its successors and permitted assigns, the “Noteholders” and each a “Noteholder”).
PURCHASE AGREEMENT between CRONOS FINANCE (BERMUDA) LIMITED and CF LEASING LTD. Dated as of August 1, 2005Purchase Agreement • August 4th, 2005 • Cronos Group • Transportation services • New York
THIS PURCHASE AGREEMENT, dated as of August 1, 2005 (this “Purchase Agreement”), is entered into by and between CRONOS FINANCE (BERMUDA) LIMITED (the “Seller”), a company organized and existing under the laws of Bermuda, located at Clarendon House, Church Street, Hamilton HM 11, Bermuda, and CF LEASING LTD., a company organized and existing under the laws of Bermuda (the “Borrower”) located at Clarendon House, Church Street, Hamilton HM 11, Bermuda.
CONTAINER SALE AGREEMENT between CRONOS FUNDING (BERMUDA) LIMITED and CRONOS FINANCE (BERMUDA) LIMITED Dated as of August 1, 2005Container Sale Agreement • August 4th, 2005 • Cronos Group • Transportation services • New York
THIS CONTAINER SALE AGREEMENT, dated as of August 1, 2005 (the “Agreement”), is entered into by and between CRONOS FUNDING (BERMUDA) LIMITED (the “Seller”) a company organized and existing under the laws of Bermuda, located at Clarendon House, Church Street, Hamilton HM 11, Bermuda, and CRONOS FINANCE (BERMUDA), LIMITED (the “Issuer”), a company organized and existing under the laws of Bermuda, located at Clarendon House, Church Street, Hamilton HM 11, Bermuda.
CRONOS FINANCE (BERMUDA) LIMITED Issuer FORTIS BANK (NEDERLAND) N.V. Agent FORTIS BANK (NEDERLAND) N.V. Noteholder HOLLANDSCHE BANK-UNIE N.V. Noteholder and NIB CAPITAL BANK N.V. Noteholder THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as August 1, 2005Management Agreement • August 4th, 2005 • Cronos Group • Transportation services • New York
This Third Amended and Restated Loan Agreement, dated as of July 30, 1999, amended and restated as of July 19, 2001, second amended and restated as of September 23, 2003 and third amended and restated as of August 1, 2005 (as amended or supplemented from time to time as permitted hereby, this “Loan Agreement”), between CRONOS FINANCE (BERMUDA) LIMITED, a company organized and existing under the laws of the Islands of Bermuda (the “Issuer”), FORTIS BANK (NEDERLAND) N.V. (f/k/a MeesPierson N.V.), a Naamloze Vennootschap, as agent on behalf of the Noteholders (in such capacity, the “Agent”) and itself, as the Noteholder (the “Initial Noteholder”), and NIB CAPITAL BANK N.V. (“NIB”), a Naamloze Vennootschap, and HOLLANDSCHE BANK-UNIE N.V. (“HBU”), a Naamloze Vennootschap, each as a Noteholder (a “Noteholder”).
CONTAINER SALE AGREEMENTContainer Sale Agreement • August 4th, 2005 • Cronos Group • Transportation services • New York
CRONOS FINANCE (BERMUDA) LIMITED (the “Seller”) and CF LEASING LTD. (the “Borrower”), pursuant to the Purchase Agreement, dated as of August 1, 2005 (the “Purchase Agreement”), hereby confirm their understanding with respect to the sale by Seller to Borrower of those Containers listed on the Exhibit A attached hereto (the “Purchased Containers”) and associated Related Transferred Assets (collectively, the “Purchased Assets”).
