exv10w15



 







Exhibit 10.15




AMENDMENT NUMBER 2 TO MEMBERS AGREEMENT




     THIS AMENDMENT NUMBER 2, dated as of July 8, 2004 (this “Amendment”), to the Members
Agreement, dated as of September 18, 2002 (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 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 limited liability company
organized and existing under the laws of Bermuda (“Cronos”), and joined by CRONOS CONTAINERS
(CAYMAN) LTD., a company organized and existing under the laws of the Cayman Islands and by THE
CRONOS GROUP, a société anonyme holding organized and existing under the laws of Grand Duchy of
Luxembourg..



W I T N E S S E T H:




     WHEREAS, the parties have previously entered into the Members Agreement, dated as of
September 18, 2002;



     WHEREAS, the parties desire to amend the Members Agreement in order to (i) increase the
Commitment of each Member to Twenty Million Dollars ($20,000,000), (ii) limit distributions of Net
Cash Flow to Members on or prior to December 31, 2005, and (iii) make certain other amendments
consistent with the foregoing;



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



     ARTICLE
XVII DEFINED TERMS. CAPITALIZED TERMS USED IN THIS AMENDMENT AND NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED IN THE LOAN AGREEMENT.



     ARTICLE
XVIII FULL FORCE AND EFFECT. OTHER THAN AS SPECIFICALLY MODIFIED HEREBY, THE
MEMBERS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS AND PROVISIONS
THEREOF AND IS HEREBY RATIFIED AND CONFIRMED BY THE PARTIES HERETO.



     ARTICLE
XIX AMENDMENT TO THE MEMBERS AGREEMENT. EFFECTIVE UPON THE DATE HEREOF,
FOLLOWING THE EXECUTION AND DELIVERY HEREOF,



     SECTION 19.1. Section 4.1 shall be amended by deleting clause (a) in its entirety and
replacing it with the following:



"(a) Except as set forth in Section 4.1(b) below, and subject
to (A) Applicable Law (including, without limitation, Section 54 of
the Companies Act 1981 of Bermuda) and (B) reasonable reserves as
determined by the Company’s Board of Directors, on each Payment



 









 






Date, the Net Cash Flow for such Payment Date will be retained by
the Company or distributed by way of dividend, distribution of
contributed surplus or other distribution to the Members as follows:




	 	(1)	 	for each Payment Date occurring
on or prior to December 31, 2005, such Net Cash Flow
shall be retained by the Company and be used by the
Company to acquire additional Containers; and	 






	 	(2)	 	for each Payment Date occurring
on or subsequent to December 31, 2005, any and all Net
Cash Flow shall be distributed to the Members in the
following order of priority: (i) first, to the Members
in proportion to, and to the extent of, the positive
balance standing in each such Member’s Unrecovered
Contribution Account, if any, and (ii) thereafter, to
the Members in proportion to their respective Sharing
Ratios.”; and	 





     SECTION 19.2. The Commitment of each Member shall be increased to Twenty Million Dollars
($20,000,000). Accordingly. Exhibit C to the Members Agreement shall be amended by deleting it in
its entirety and replacing it with the Exhibit C attached hereto.



     ARTICLE
XX REPRESENTATIONS AND WARRANTIES.



     Each of the Company and FBH hereby confirms that each of the representations and warranties
set forth in Articles V of the Members Agreement are true and correct as of the date first written
above with the same effect as though each had been made as of such date, except to the extent that
any of such representations and warranties expressly relate to earlier dates.



     ARTICLE
XXI EFFECTIVENESS OF AMENDMENT; TERMS OF THIS AMENDMENT.



     SECTION 21.1. This Amendment shall become effective as of July 8, 2004.



     SECTION 21.2. This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.



     SECTION 21.3. On and after the execution and delivery hereof, (i) this Amendment shall be a
part of the Members Agreement, and (ii) each reference in the Members Agreement to “this Agreement”
or “hereof”, “hereunder” or words of like import, and each reference in any other document to the
Members Agreement shall mean and be a reference to the Members Agreement as amended or modified
hereby.



     ARTICLE
XXII FUTURE AMENDMENTS TO MEMBERS AGREEMENT. PURSUANT TO AMENDMENT NO. 1 TO
THE MEMBERS AGREEMENT, DATED AS OF JUNE 15, 2004, SECTION 8.13 OF THE MEMBERS AGREEMENT WAS
DELETED. FOR THE AVOIDANCE OF DOUBT, THE PARTIES HERETO AGREE THAT THE EFFECTIVENESS OF ANY
AMENDMENT, WAIVER OR MODIFICATION OF
ANY PROVISION OF THE MEMBERS AGREEMENT, EXECUTED AFTER JULY 8, 2004, SHALL NOT REQUIRE THE
WRITTEN CONSENT OF CRONOS CONTAINERS (CAYMAN) LTD.



 









 





     ARTICLE
XXIII EXECUTION IN COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED BY THE PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME AGREEMENT.



     ARTICLE
XXIV GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES; PROVIDED THAT
SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



     ARTICLE
XXV CONSENT TO JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE
PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR ANY TRANSACTION CONTEMPLATED
HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY AND COUNTY OF NEW YORK, STATE
OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF
ENFORCING THIS AMENDMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBY IRREVOCABLY APPOINT
AND DESIGNATES CT CORPORATION SYSTEM, HAVING AN ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK,
10011, ITS TRUE AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF RECEIVING AND FORWARDING LEGAL
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO AGREES THAT SERVICE OF
PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. PURSUANT
TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402, EACH PARTY HERETO SHALL MAINTAIN THE
DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL THE TERMINATION OF THE MEMBERS
AGREEMENT. IF SUCH AGENT SHALL CEASE TO SO ACT, THE PARTIES HERETO SHALL IMMEDIATELY DESIGNATE AND
APPOINT ANOTHER SUCH AGENT AND SHALL PROMPTLY DELIVER TO THE PARTIES HERETO EVIDENCE IN WRITING OF
SUCH OTHER AGENT’S ACCEPTANCE OF SUCH APPOINTMENT.



[Signature page follows.]




 









 








     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the date
first above written.



	 	 	 	 	 
	 	 	CF LEASING LTD.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PETER J. YOUNGER
	 

	 	 	 	Name: Peter J. Younger
	 

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	FB AVIATION &
INTERMODAL FINANCE 
HOLDING B.V. (f/k/a
	 	 	MeesPierson Transport
& 
Logistics Holding B.V.)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J.W. HUIJPERS
	 

	 	 	 	Name: J.W. Huijpers
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ F.J. VAN LANSCHOT
	 

	 	 	 	Name: F.J. van Lanschot
	 

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	CRONOS CONTAINERS (CAYMAN) LTD.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PETER J. YOUNGER
	 

	 	 	 	Name: Peter J. Younger
	 

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	THE CRONOS GROUP
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PETER J. YOUNGER
	 

	 	 	 	Name: Peter J. Younger
	 

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	CRONOS EQUIPMENT (BERMUDA) LIMITED
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PETER J. YOUNGER
	 

	 	 	 	Name: Peter J. Younger
	 

	 	 	 	Title: Director






 









 






EXHIBIT C

to Members Agreement




STATED AMOUNTS AND PERCENTAGES

FOR MEMBERS




	 	 	 	 	 	 	 	 	 
	Name of Member	 	Sharing Ratio	 	 	Aggregate Commitment	 
	Cronos Equipment (Bermuda) Limited
	 	 	50	%	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 
	FB Aviation and Intermodal Finance
Holding B.V.
	 	 	50	%	 	$	20,000,000	 







 










 







Exhibit 10.37




Assignment Declaration



We the undersigned as the duly authorized representatives of MKB Bank Rt. hereby make the
following statement:



This is to confirm that effective this date we have finally and without further conditions assigned
the Assigned Assets ( as per definitions below) to Centrál Workout Pénzügyi Részvénytársaság. In
addition the Bank appoints the Assignee to proceed as its legal successor and appointee should
there a need arise to prove that during the Liquidation Proceedings in connection with exercising
creditors rights or in general before authorities and interested third parties.



In addition the Bank appoints the Assignee to proceed as its legal successor and appointee should
there a need arise to prove that during the Liquidation Proceedings in connection with exercising
creditors rights or in general before authorities and interested third parties.



The Bank represents to whom it may concern that





The Assigned Assets include all right, title, and interest of the Bank in and to any and all
claims for monies due the Bank by TOEMT for monies lent by the Bank or by any
predecessor-in-interest to TOEMT, or for monies due to the Bank as guarantor or surety,
including all principal, interest, penalties, default interest, charges, fees, and
assessments whatsoever, whether now known or hereinafter discovered.




	1	 	Definitions






“Assignee” refers to Central Workout Pénzügyi Rt., a company organized and existing under
the laws of the Republic of Hungary, and its successors and assigns;




“Assigned Assets” refers to all of the rights and benefits of the Bank under or in respect
of the Credit Documentation and the TOEMT Claims including, without limitation:




	 	(a)	 	all principal,, interest, penalties, default interest, charges, fees, and
assessments whatsoever due to the Bank by TOEMT 1 and TOEMT 2, whether now known or
hereinafter discovered;
	 
	 	(b)	 	all rights and interests of the Bank in and in respect of the benefit of any
security and in respect of amounts owing to the Bank by TOEMT 1 and TOEMT 2; and
	 
	 	(c)	 	all of the Bank’s right to prove in the Insolvency Proceedings of TOEMT 1 and
TOEMT 2 with the exception of those rights that the bank may exercise only personally
according to the Hungarian law.




“Bank” refers to MKB Bank Rt., a financial institution organized and existing under the laws of the
Republic of Hungary, also known by its English name, the Hungarian Foreign Trade Bank;



“Consolidation Agreement” refers to the agreement dated December 15, 1992 made by and among the
Bank, TOEMT 1 and/or TOEMT 2, and Cronos Containers Limited;




 









 







“Credit Documentation” includes, without limitation, that certain Loan Agreement, dated June 14,
1985, by and between TOEMT 1 and the Bank, the Consolidation Agreement, and each and every other
loan agreement, security agreement, and guarantee agreement of every nature and description entered
into by and between the Bank, any predecessor-in-interest, and TOEMT 1 and/or TOEMT 2, including
all supporting documentation, such as promissory notes issued by TOEMT 1 and TOEMT 2, etc.;



“Insolvency Officer” refers to any receiver, administrator, liquidator, provisional liquidator,
administrative receiver, trustee, supervisor of a voluntary arrangement, similar officer appointed
pursuant to a scheme of arrangement under Section 425 of the U.K. Companies Act 1985 (as amended or
re-enacted from time to time) or similar officer appointed under the U.K. Insolvency Act 1986 (as
amended or re-enacted from time to time) or any other officer appointed under any other procedure
under any law or any jurisdiction of, or having, similar or analogous powers over all or any of the
assets of TOEMT 1 or TOEMT 2;



“Insolvency Proceedings” refers to receivership, administration, liquidation (including the
Liquidation Proceedings), appointment of a provisional liquidator, winding-up, dissolution,
voluntary arrangement, scheme of arrangement under Section 425 of the U.K. Companies Act 1985 (as
amended or re-enacted from time to time) or any insolvency procedure under the U.K. Insolvency Act
1986 (as amended or re-enacted from time to time) or any other procedure under any law of any
jurisdiction of, or having, a similar or analogous nature of effect.



“Liquidation Proceedings” refers to the TOEMT 1 Liquidation Proceeding and the TOEMT 2 Liquidation
Proceeding;



“TOEMT” refers to TOEMT 1 and TOEMT 2;



“TOEMT 1” refers to Transocean Equipment Manufacturing and Trading Limited (in liquidation), a
company organized under the laws of England and Wales with registered number 1611473;



“TOEMT Claims” refers to the TOEMT 1 Claim, the TOEMT 1 Other Claims, and the TOEMT 2 Claims.



“TOEMT 1 Claim” refers to the Bank’s claim, as stated in the Bank’s Proof of Debt on Form 4.25,
dated December 18, 2003, in the amount of U.S. $32,593,762 of principal and U.S. $5,885,803.66 in
interest, filed by the Bank in the TOEMT 1 Liquidation Proceeding, as supplemented or amended
from time to time;



“TOEMT 1 Liquidation Proceeding” refers to the liquidation proceedings of TOEMT 1 in the High Court
of Justice, Chancery Division, London, England (No. 4731 of 2004);



“TOEMT 1 Other Claims” refers to any and all claims, other than the TOEMT 1 Claim, that the Bank
may have as creditor of TOEMT 1;



“TOEMT 2” refers to Transocean Equipment Manufacturing and Trading Limited (in liquidation), a
company organized under the laws of the Isle of Man with registered number 56415C;



“TOEMT 2 Liquidation Proceeding” refers to the liquidation proceedings of TOEMT 2 in the High Court
of Justice, Chancery Division, London, England (No. 4732 of 2004);




 









 







“TOEMT 2 Claim” refers to any and all claims that the Bank may have as creditor of TOEMT 2.



In order to enforce this Assignment the Bank irrevocably represents that the Assignee shall have
full power, as the legal successor of the Bank with respect to the Assigned Assets , take all steps
and actions, sign all agreements and certificates and other documents that are required to be
signed in the course of transferring the Assigned Assets to the successors or agents of the
Assignee.




Budapest, 27th March




MKB BANK Rt.




	 	 	 	 	 	 	 
	 

	 	/s/ ANDRÁS PETE
	 	 
	 	/s/ GYULA FONYO
	 

	 	 
	 	 	 	 
	Name dr.

	 	András Pete
	 	Name dr.
	 	Gyula Fonyo
	 

	 	 
	 	 
	 	 
	Title

	 	Director
	 	Title
	 	Director
	 

	 	 
	 	 
	 	 





 









 





ENDORSEMENT



FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CENTRAL WORKOUT PÉNZÜGYI Rt.
(“Assignor”) hereby assigns all of its right, title, and interest in and to the Assigned
Assets and in and to each and every other right, power, and benefit granted to Assignor by this
Assignment of Assets to Cronos Containers N.V., a company organized and existing under the laws of
the Netherlands Antilles, such assignment to be effective this 27th day of March, 2006.




	 	 	 	 	 
	 	CENTRAL WORKOUT PÉNZÜGYI Rt.

 	 
	 	By:  	/s/ ZOLTÁN VARGA
 	 
	 	 	Zoltán Varga 	 
	 	 	Chief Executive Officer 	 
	 




 









 





Exhibit 10.38




ASSIGNMENT OF ASSETS





	1	 	Interpretation






	1.1	 	Definitions






As used in this Assignment of Assets (“Assignment”) the following terms shall have
the meanings given below:




"Assignee” refers to Cronos Containers, N.V., a company organized and existing under the
laws of the Netherlands Antilles, and its successors and assigns;




"Assigned Assets” refers to all of the rights and benefits of the Contrin Creditors under
or in respect of the TOEMT Claims including, without limitation:




	 	(a)	 	all principal, interest, penalties, default interest, charges, fees,
assessments, and monies whatsoever due to the Contrin Creditors by TOEMT 1 and TOEMT
2, whether now known or hereinafter discovered;
	 
	 	(b)	 	all rights and interests of the Contrin Creditors in and in respect of the
benefit of any security and in respect of amounts owing to the Contrin Creditors by
TOEMT 1 and TOEMT 2; and
	 
	 	(c)	 	all of the Contrin Creditors’ right to prove in the Insolvency Proceedings of
TOEMT 1 and TOEMT 2.






For the avoidance of any doubt, the Assigned Assets exclude claims against persons
controlling or purporting to act for and on behalf of TOEMT 1, TOEMT 2 and Reefer Equipment
Limited but include the rights and benefits of the Contrin Creditors in and to any and all
claims against TOEMT 1 and TOEMT 2. The assignment does not comprise in any way any claim
of Contrin Creditors against third parties, with the exception of TOEMT 1 and TOEMT 2,
such as defendants in the criminal procedure pending in Austria with the Criminal Court
of Vienna, any natural person including third parties former representatives, officers or
managers of TOEMT and / or Contrin and does not hinder Contrin Creditors to seek
reimbursement of their damages as a result of container purchase contracts entered with
Toemt against any other party with the exception of TOEMT 1 or TOEMT 2.




"Contrin Creditors” refers to Contrin Konsortium 1988/1, Contrin Konsortium 1988/S, Contrin
Übersee Transportgeräte Handelsgesellschaft m.b.H & Co KG 1989, Contrin Übersee
Transportgeräte Handelsgesellschaft m.b.H & Co KG 1990, Container Leasing GmbH (1993), and
Contrin Worldwide Containerleasing GmbH (1994 & 1995), each a limited liability company or
partnership organized and existing under the laws of Austria;



1









 






"Insolvency Officer” refers to any receiver, administrator, liquidator, provisional
liquidator, administrative receiver, trustee, supervisor of a voluntary arrangement,
similar officer appointed pursuant to a scheme of arrangement under Section 425 of the U.K.
Companies Act 1985 (as amended or re-enacted from time to time) or similar officer
appointed under the U.K. Insolvency Act 1986 (as amended or re-enacted from time to time)
or any other officer appointed under any other procedure under any law or any jurisdiction
of, or having, similar or analogous powers over all or any of the assets of TOEMT 1 or
TOEMT 2;




"Insolvency Proceedings” refers to receivership, administration, liquidation (including the
Liquidation Proceedings), appointment of a provisional liquidator, winding-up, dissolution,
voluntary arrangement, scheme of arrangement under Section 425 of the U.K. Companies Act
1985 (as amended or re-enacted from time to time) or any insolvency procedure under the
U.K. Insolvency Act 1986 (as amended or re-enacted from time to time) or any other
procedure under any law of any jurisdiction of, or having, a similar or analogous nature of
effect.




"Liquidation Proceedings” refers to the TOEMT 1 Liquidation Proceeding and the TOEMT 2
Liquidation Proceeding;




"TOEMT” refers to TOEMT 1 and TOEMT 2;




"TOEMT Claims” refers to the TOEMT 1 Claims, the TOEMT 1 Other Claims, and the TOEMT 2
Claims.




"TOEMT 1” refers to Transocean Equipment Manufacturing and Trading Limited (in
liquidation), a company organized under the laws of England and Wales with registered
number 1611473;




"TOEMT 1 Claims” refers to the Contrin Creditors’ claims as stated in the Contrin
Creditors’ Proofs of Debt on Form 4.25, each dated December 15, 2005, and each in the
amount of U.S. $2,229,500, filed by the Contrin Creditors in the TOEMT 1 Liquidation
Proceeding, as supplemented or amended from time to time;




"TOEMT 1 Liquidation Proceeding” refers to the liquidation proceedings of TOEMT 1 in the
High Court of Justice, Chancery Division, London, England (No. 4731 of 2004);




"TOEMT 1 Other Claims” refers to any and all claims, other than the TOEMT 1 Claims, that
the Contrin Creditors or any affiliate of the Contrin Creditors may have as creditors of
TOEMT 1, including, without limitation, the claims initially advanced by the Contrin
Creditors in the Liquidation Proceedings in the aggregate amount of U.S. $20,619,332;




"TOEMT 2” refers to Transocean Equipment Manufacturing and Trading Limited (in
liquidation), a company organized under the laws of the Isle of Man with registered number
56415C;



2









 






"TOEMT 2 Liquidation Proceeding” refers to the liquidation proceedings of TOEMT 2 in the
High Court of Justice, Chancery Division, London, England (No. 4732 of 2004); and




"TOEMT 2 Claims” refers to any and all claims that the Contrin Creditors or any affiliate
of the Contrin Creditors may have as creditors of TOEMT 2.




	1.2	 	Construction
	 
	1.2.1	 	In this Assignment, unless the contrary intention appears, a reference to:






	 	(a)	 	a Clause or Exhibit is a reference to a clause of or exhibit to this
Assignment; and
	 
	 	(b)	 	a person includes its successors and assigns.






	1.2.2	 	The headings in this Assignment are for convenience only and are to be ignored in construing
them.
	 
	1.2.3	 	References to any document shall be references to the same as amended, varied, supplemented,
replaced and restated in any manner from time to time.






	2	 	Assignment






FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Contrin Creditors,
and each of them, hereby assigns, transfers, sells, and conveys to the Assignee forever all
of the Contrin Creditors’ right, title, and interest in and to the Assigned Assets. If any
of the Assigned Assets is not capable of assignment under this Clause 2, for whatever
reason, then and in such event the Contrin Creditors shall hold the Assigned Assets on
trust for the exclusive benefit of Assignee.




	3	 	The Contrin Creditors’ Acknowledgments, Representations and Warranties






	3.1	 	The Contrin Creditors, and each of them, hereby confirms to Assignee and to its successors and
assigns that:






	 	(a)	 	The Assigned Assets include all right, title, and interest of the Contrin
Creditors and of any affiliate of the Contrin Creditors in and to any and all claims
for monies due the Contrin Creditors or any affiliate of the Contrin Creditors by
TOEMT for monies lent by the Contrin Creditors or by any predecessor-in-interest or
affiliate of the Contrin Creditors to TOEMT, or for monies due to the Contrin
Creditors or any affiliate of the Contrin Creditors by TOEMT as guarantor or surety,
including all principal, interest, penalties, default interest, charges, fees, and
assessments whatsoever, whether now known or hereinafter discovered.





3









 






	 	(b)	 	The Assigned Assets include all damages that may be due to the Contrin
Creditors and to any affiliate of the Contrin Creditors by TOEMT by reason of any act
or failure to act by TOEMT, including, without limitation, claims for monies had and
received, claims in contract, claims in tort, claims in fraud, or otherwise.
	 
	 	(c)	 	By this Assignment the Contrin Creditors, and each of them, assigns,
transfers, sells, and conveys to Assignee and to Assignee’s successors and assigns all
rights of the Contrin Creditors and of any affiliate of the Contrin Creditors as
creditors of TOEMT, including, without limitation, the right to participate in any
Insolvency Proceedings of TOEMT; the right to receive notices, reports, and
information from the liquidator of TOEMT; the right to call, convene, and conduct
meetings of creditors of TOEMT; the right to vote at the meetings of the creditors of
TOEMT and to otherwise grant consents as creditors of TOEMT; and all other rights
bestowed upon creditors of insolvent debtors under the U.K. Insolvency Act of 1986, as
amended, with respect to TOEMT.
	 
	 	(d)	 	By this Assignment the Contrin Creditors, and each of them, also assigns,
transfers, conveys, and delivers to Assignee and to Assignee’s successors and assigns
all documents and records establishing and supporting the TOEMT Claims. The Contrin
Creditors, and each of them, agrees to cooperate with Assignee and Assignee’s
successors and assigns to promptly deliver all such documentation and records to
Assignee or to Assignee’s designee.






	3.2	 	The Contrin Creditors, and each of them, hereby represents and warrants to Assignee and its
successors and assigns that:






	 	(a)	 	The Contrin Creditors, and each of them, has the full power,
authority and legal right to assign, transfer, sell, and convey the Assigned
Assets to Assignee;
	 
	 	(b)	 	The Contrin Creditors, and each of them, has the requisite power and
authority to execute and deliver this Assignment and to convey its right,
title, and interest in and to the Assigned Assets to Assignee;
	 
	 	(c)	 	The execution of this Assignment by the Contrin Creditors and the
assignment, transfer, sale, and conveyance by the Contrin Creditors of the
Assigned Assets to Assignee have been duly authorized by all necessary
company or partnership action;
	 
	 	(d)	 	No Contrin Creditor is a party to or bound by any agreement, order,
judgment or decree which would require the consent of another to the
execution of this Assignment or prohibit the assignment, transfer, sale, or
conveyance of the Assigned Assets to Assignee;





4









 






	 	(e)	 	The Contrin Creditors have obtained all necessary consents and
approvals to assign, transfer, sell, and convey the Assigned Assets to
Assignee;
	 
	 	(f)	 	The Assigned Assets are owned by the Contrin Creditors free and
clear of any and all liens, encumbrances, charges, and assessments, and are
free from any rights of set-off; and
	 
	 	(g)	 	In deciding to sell the Assigned Assets to Assignee, no Contrin
Creditor has relied upon any representation or warranty by Assignee or by any
agent of Assignee with respect to the value of the Assigned Assets or the
likelihood of their collection or realization.






	4	 	Appointment






The Contrin Creditors, and each of them, hereby irrevocably constitutes and appoints
Assignee as the Contrin Creditors’ attorney, with full power of substitution, in the
Contrin Creditors’ name, place, and stead, to execute, acknowledge, deliver, endorse, swear
to, file, and record such agreements, certificates, documents, and instruments as may be
necessary or appropriate to carry out fully the provisions of this Assignment, including,
without limitation, all assignments, certificates, and instruments that may be requested
for the purpose of transferring the Assigned Assets to Assignee or to Assignee’s successors
and assigns.




	5	 	No Reliance






Assignee hereby confirms to the Contrin Creditors that Assignee has not relied upon any
representation or warranty by the Contrin Creditors, or any of them, or by any agent of the
Contrin Creditors with respect to the value of the Assigned Assets or the likelihood of
their collection or realization. The assignment of the Assigned Assets by the Contrin
Creditors to Assignee made hereby is without recourse to the Contrin Creditors for the
collection or realization of the Assigned Assets in full.




	6	 	Further Confirmation






The Contrin Creditors, and each of them, further covenants and agrees to execute and
deliver such other documents, instruments, and certificates as may be reasonably requested
by Assignee or by its successors and assigns and at the Contrin Creditors’ sole cost and
expense in order to vest title to the Assigned Assets in Assignee and in its successors and
assigns and to perfect Assignee’s and its successors’ and assigns’ right, title, and
interest in and to the Assigned Assets.



5









 






	7	 	Governing Law






This Assignment shall be construed in accordance with and governed by the substantive laws
of the England and Wales (without regard to choice of law principles) applicable to
agreements made and to be performed therein and the obligations, rights, and remedies of
the parties under this Assignment shall be determined in accordance with such laws.




	8	 	Notice to Insolvency Officer






It is agreed that, upon completion of the Assignment a notice in the form of Exhibit A
shall be delivered to the Insolvency Officer of TOEMT 1 and TOEMT 2 (and each party shall
execute such notices and co-operate in such delivery).




 







          IN WITNESS WHEREOF, the Contrin Creditors and Assignee have caused this Assignment of Assets
to be duly executed by their respective officers as of this 21st day of March, 2006.




	 	 	 	 	 
	 	 	CONTRIN CREDITORS:
	 
	 	 	 	 
	 	 	CONTRIN KONSORTIUM 1988/1
	 
	 	 	 	 
	 

	 	By:
	 	KARADAS GmbH

Managing Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ FLORIAN STEININGER

Florian Steininger

Managing Director






6









 





	 	 	 	 	 
	 	 	CONTRIN KONSORTIUM 1988/S
	 
	 	 	 	 
	 

	 	By:
	 	KARADAS GmbH

Managing Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ FLORIAN STEININGER

Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	CONTRIN UEBERSEE TRANSPORTGERAETE

HANDELSGESELLSCHAFT m.b.h. & Co KG

1989
	 
	 	 	 	 
	 

	 	By
	 	/s/ FLORIAN STEININGER

Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	CONTRIN ÜBERSEE TRANSPORTGERÄTE

HANDELSGESELLSCHAFT M.B.H & CO KG

1990
	 
	 	 	 	 
	 

	 	By:
	 	/s/ FLORIAN STEININGER

Florian Steininger

Managing Director






7









 






	 	 	 	 	 
	 	 	CONTAINER LEASING GMBH (1993)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ FLORIAN STEININGER

Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	CONTRIN WORLDWIDE CONTAINER

LEASING GMBH (1994 & 1995)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ FLORIAN STEININGER

Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	KARADAS GMBH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ FLORIAN STEININGER

Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 
	 	 	CRONOS CONTAINERS N.V.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ DENNIS J. TIETZ

Dennis J. Tietz

Managing Director







8









 








Exhibit 10.38




Exhibit A (to Assignment of Claims)

Form of Notice to Insolvency Officer




___________, 2006




	 	 	 
	To:

	 	Russell John Carman
	 
	 	 
	From:

	 	Contrin Konsortium 1988/1,

Contrin Konsortium 1988/S,

Contrin Übersee Transportgeräte Handelsgesellschaft m.b.H & Co KG 1989,

Contrin Übersee Transportgeräte Handelsgesellschaft m.b.H & Co KG 1990,

Container Leasing GmbH (1993),

Contrin Worldwide Containerleasing GmbH (1994 & 1995), and

Karadas GmbH (collectively, “Assignors”); and

Cronos Containers, N.V., (the “Assignee”)






Dear Sir:



Transocean Equipment Manufacturing and Trading Limited (in liquidation), a company registered in
England and Wales
(“TOEMT 1”)

Transocean Equipment Manufacturing and Trading Limited (in liquidation), a company registered in
the Isle of Man (“TOEMT 2”)





	1.	 	We hereby notify you that as of ___, 2006 the Assignors assigned to the
Assignee the following claims against TOEMT 1 and TOEMT 2 (the “Assigned Assets”):






All of the rights and benefits of the Assignors under or in respect of the TOEMT Claims
including, without limitation:




	 	(i)	 	all principal, interest, penalties, default interest, charges, fees,
assessments, and monies whatsoever due to the Contrin Creditors by TOEMT 1 and TOEMT 2,
whether now known or hereinafter discovered;
	 
	 	(ii)	 	all rights and interests of the Contrin Creditors in and in respect of the
benefit of any security and in respect of amounts owing to the Contrin Creditors by
TOEMT 1 and TOEMT 2; and
	 
	 	(iii)	 	all of the Contrin Creditors’ right to prove in the Insolvency Proceedings of
TOEMT 1 and TOEMT 2.





A-1









 






"Contrin Creditors” refers to Contrin Konsortium 1988/1, Contrin Konsortium 1988/S, Contrin
Übersee Transportgeräte Handelsgesellschaft m.b.H & Co KG 1989, Contrin Übersee
Transportgeräte Handelsgesellschaft m.b.H & Co KG 1990, Container Leasing GmbH (1993),
Contrin Worldwide Containerleasing GmbH (1994 & 1995), and Karadas GmbH, each a limited
liability company or partnership organized and existing under the laws of Austria;




“Insolvency Proceedings” refers to receivership, administration, liquidation (including the
Liquidation Proceedings), appointment of a provisional liquidator, winding-up, dissolution,
voluntary arrangement, or scheme of arrangement under Section 425 of the U.K. Companies Act
1985 (as amended or re-enacted from time to time) or any insolvency procedure under the U.K.
Insolvency Act 1986 (as amended or re-enacted from time to time) or any other procedure
under any law of any jurisdiction of, or having, a similar or analogous nature of effect.




“Liquidation Proceedings” refers to the TOEMT 1 Liquidation Proceeding and the TOEMT 2
Liquidation Proceeding;




“TOEMT” refers to TOEMT 1 and TOEMT 2;




“TOEMT Claims” refers to the TOEMT 1 Claim, the TOEMT 1 Other Claims, and the TOEMT 2
Claims.




“TOEMT 1” refers to Transocean Equipment Manufacturing and Trading Limited (in liquidation),
a company organized under the laws of England and Wales with registered number 1611473;




"TOEMT 1 Claims” refers to the Contrin Creditors’ claims as stated in the Contrin Creditors’
Proofs of Debt on Form 4.25, each dated December 15, 2005, and each in the amount of U.S.
$2,229,500, filed by the Contrin Creditors in the TOEMT 1 Liquidation Proceeding, as
supplemented or amended from time to time;




“TOEMT 1 Liquidation Proceeding” refers to the liquidation proceedings of TOEMT 1 in the
High Court of Justice, Chancery Division, London, England (No. 4731 of 2004);




"TOEMT 1 Other Claims” refers to any and all claims, other than the TOEMT 1 Claims, that the
Contrin Creditors or any affiliate of the Contrin Creditors may have as creditors of TOEMT
1, including, without limitation, the creditors’ claims initially advanced by the Contrin
Creditors in the Liquidation Proceedings in the aggregate amount of U.S. $20,619,332;




“TOEMT 2” refers to Transocean Equipment Manufacturing and Trading Limited (in liquidation),
a company organized under the laws of the Isle of Man with registered number 56415C;



A-2









 






“TOEMT 2 Liquidation Proceeding” refers to the liquidation proceedings of TOEMT 2 in the
High Court of Justice, Chancery Division, London, England (No. 4732 of 2004); and




"TOEMT 2 Claims” refers to any and all claims that the Contrin Creditors or any affiliate of
the Contrin Creditors may have as creditors of TOEMT 2.




	2.	 	Pursuant to Rule 11.11 of the Insolvency Rules, we hereby confirm that any dividends
from the liquidation of TOEMT 1 and TOEMT 2 payable to the Assignors should be paid to the
Assignee, or its successors and assigns, as directed.
	 
	3.	 	The administrative details of Assignee are as follows:





	 	 	 	 	 
	 

	 	Name:

Address:
	 	Cronos Containers, N.V.

Carawaweg 88

Curacao, Netherlands Antilles
	 
	 	 	 	 
	 

	 	Copy to:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:

Address:
	 	Cronos Containers Limited

The Icehouse

Dean Street

Marlow

Buckinghamshire SL 7 3AB

England
	 
	 	 	 	 
	 

	 	Telephone:

Facsimile:

Attn/Ref:

Email:
	 	44.1628.405.580

44.1628.405.648

Frank P. Vaughan

fpv@cronos.com







	4.	 	Please acknowledge this notice by signing and returning to the Assignee the attached
acknowledgement.




This notice shall be governed by and construed in accordance with the laws of England.




	 	 	 	 	 
	 	 	ASSIGNORS:
	 
	 	 	 	 
	 	 	CONTRIN KONSORTIUM 1988/1
	 
	 	 	 	 
	 

	 	By:
	 	KARADAS GmbH

Managing Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	Florian Steininger

Managing Director






A-3









 






	 	 	 	 	 
	 	 	CONTRIN KONSORTIUM 1988/S
	 
	 	 	 	 
	 

	 	By:
	 	KARADAS GmbH

Managing Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	CONTRIN UEBERSEE TRANSPORTGERAETE

HANDELSGESELLSCHAFT m.b.h. & Co KG

1989
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	CONTRIN ÜBERSEE TRANSPORTGERÄTE

HANDELSGESELLSCHAFT M.B.H

& CO KG 1990
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	CONTAINER LEASING GMBH (1993)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	CONTRIN WORLDWIDE CONTAINER

LEASING GMBH (1994 & 1995)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	Florian Steininger
	 

	 	 	 	Managing Director






A-4









 






	 	 	 	 	 
	 	 	KARADAS GMBH
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	Florian Steininger

Managing Director
	 
	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 
	 	 	CRONOS CONTAINERS N.V.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	Dennis J. Tietz
	 

	 	 	 	Managing Director






A-5









 






ACKNOWLEDGEMENT OF NOTICE TO INSOLVENCY OFFICER




     The undersigned hereby acknowledges receipt of the Notice to Insolvency Officer, dated
___, 2006, from Contrin Konsortium 1988/1, Contrin Konsortium 1988/S, Contrin Übersee
Transportgeräte Handelsgesellschaft m.b.H & Co KG 1989, Contrin Übersee Transportgeräte
Handelsgesellschaft m.b.H & Co KG 1990, Container Leasing GmbH (1993), Contrin Worldwide
Containerleasing GmbH (1994 & 1995), Karadas GmbH (the “Assignors”) and Cronos Containers, N.V.
(“Assignee”), advising the undersigned of the assignment by the Assignors to Assignee of the
Assigned Assets.



	 	 	 
	 

	 	 
	 

	 	 
	 

	 	Russell John Carman
	 
	 	 
	 

	 	Dated:                                         , 2006







A-6