AMENDMENT NUMBER 5 TO MEMBERS AGREEMENTMembers Agreement • November 13th, 2006 • Cronos Group • Transportation services • New York
THIS AMENDMENT NUMBER 5, dated as of November 8, 2006 (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, Amendment Number 3 thereto as of June 15, 2005 and Amendment Number 4 thereto as of August 1, 2005 (as amended or supplemented from time to time as permitted thereby, the “Members Agreement”), among CF LEASING LTD., a company with limited liability organized and existing under the laws of Bermuda (together with its successors and permitted assigns, the “Company”), FB TRANSPORTATION CAPITAL LLC, a Delaware limited liability company (“FBT”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a limited liability company organized and existing under the laws of Bermuda (“Cronos”), and joined by THE CRONOS GROUP, a société anonyme holding organized and existing under the laws of Grand Duchy of Luxembourg (“The Cronos Group”).
Mr. Peter Younger CF Leasing Ltd. Clarendon House Church Street Hamilton HM 11, Bermuda Dear Peter:Placement Agreement • November 13th, 2006 • Cronos Group • Transportation services • New York
This letter agreement (the “Agreement”), when countersigned by you, will confirm the engagement by CF Leasing Ltd., a Bermuda company (“JCF”) and Fortis Capital Corp. (together with its affiliates, “Fortis”) as structuring agent and as placement agent (hereinafter referred to as the “Placement Agent”), in connection with the proposed structuring and placement of one or more classes of asset-backed notes to be issued by JCF or one or more special purpose entities that are owned, directly or indirectly and in whole or in part, by JCF (the “Issuer”), which notes will be secured by the interest of the Issuer or one of its affiliates in certain shipping containers which are currently owned by JCF and the leases thereof (collectively, the “Securitization Assets”). The parties hereto agree that an affiliate of Fortis Capital Corp. may fulfill the role as placement agent of the Notes. The asset-backed notes referred to above shall be defined herein as the “Notes”.
AMENDMENT NUMBER 11 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 13th, 2006 • Cronos Group • Transportation services • New York
THIS AMENDMENT NUMBER 11, dated as of November 8, 2006 (this “Amendment”), to the Amended and Restated Loan Agreement, dated as of March 7, 2003 (as amended, modified, restated or supplemented from time to time as permitted thereby, the “Loan Agreement”), among CF LEASING LTD., a company organized and existing under the laws of the Islands of Bermuda (together with its successors and permitted assigns, the “Borrower”), FORTIS BANK (NEDERLAND) N.V., a Naamloze Vennootschap (“Fortis”), as agent on behalf of the Lenders (in such capacity, the “Agent”), BTMU CAPITAL CORPORATION (formerly BTM Capital Corporation) (“BTMU”), a Delaware corporation, HSH NORDBANK AG, NEW YORK BRANCH (“HSH”), a banking institution duly organized and validly existing under the laws of Germany, WESTLB AG, a joint stock company duly organized and validly existing under the laws of Germany, acting through its NEW YORK BRANCH (“WestLB”), NIBC BANK N.V. (f/k/a NIB Capital Bank N.V.), a Naamloze Vennootschap (“NIBC”) a
AMENDMENT NUMBER 6 TO MEMBERS AGREEMENTMembers Agreement • November 13th, 2006 • Cronos Group • Transportation services • New York
THIS AMENDMENT NUMBER 6, dated as of November 8, 2006 (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, Amendment Number 3 thereto as of June 15, 2005, Amendment Number 4 thereto as of August 1, 2005 and Amendment Number 5 thereto as of November 8, 2006 (as amended or supplemented from time to time as permitted thereby, the “Members Agreement”), among CF LEASING LTD., a company with limited liability organized and existing under the laws of Bermuda (together with its successors and permitted assigns, the “Company”), FB TRANSPORTATION CAPITAL LLC, a Delaware limited liability company (“FBT”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a limited liability company organized and existing under the laws of Bermuda (“Cronos”), FB AVIATION & INTERMODAL FINANCE HOLDING B.V., a limited liability company organized under the laws of The Netherlands, and joined by T
