exv10w3



 





Exhibit 10.3




AMENDMENT NUMBER 3




TO AMENDED AND RESTATED GUARANTY




     THIS AMENDMENT NUMBER 3, dated as of July 16, 2007 (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”), and 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” or the “Noteholder”).



W
I T N E S S E
T H:




     WHEREAS, the Guarantor, the Agent and the Noteholder have previously entered into the
Guaranty; and



     WHEREAS, the parties desire to amend the Guaranty in order to modify certain provisions of the
Guaranty;



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



          SECTION 1. Defined Terms. Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings assigned in the Guaranty, or, if such terms are not defined
therein, as defined in that certain Third Amended and Restated Loan Agreement, dated as of August
1, 2005 (the “Loan Agreement”), among Cronos Finance (Bermuda) Limited, the Agent and the
Noteholder.




          SECTION 2. Full Force and Effect. Other than as specifically modified hereby, the
Guaranty shall remain in full force and effect in accordance with the terms and provisions thereof.




          SECTION 3. Amendments to the Guaranty. Effective upon the execution and delivery
hereof, the proviso at the end of Section 2(a) of the Guaranty is hereby amended and restated to
read as follows:





“provided, however, that, subject to the provisions of Section 15 hereof, the
maximum aggregate amount of funds paid by the Guarantor under this Guaranty
(such maximum aggregate amount, the “Aggregate Maximum
Guaranteed Payment”) throughout the entire term of this Guaranty shall not
exceed an amount equal to One Hundred Twenty Million Dollars ($120,000,000)
plus any additional amounts for unpaid accrued interest, fees or other payments
owed by the Issuer pursuant to the Transaction Documents.”; and



          SECTION 4. Confirmation of Guarantee. The Guarantor hereby (i) ratifies and confirms
its Guaranty to the Agent for the benefit of the Noteholder, (ii) confirms that such




 









 







Guaranty
extends to the Outstanding Obligations under the Loan Agreement, as such agreement was amended as
of July 16, 2007, and (iii) confirms that such Guaranty continues in full force and effect.




          SECTION 5. Representations and Warranties. The Guarantor hereby confirms that each of
the representations and warranties set forth in Section 5 of the Guaranty 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.




          SECTION 6. Effectiveness of Amendment.




          (a) This Amendment shall become effective as of the date first referenced above.




          (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.




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




          SECTION 7. 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 (counterparts executed by facsimile to be
valid as originals).




          SECTION 8. 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 (EXCEPT FOR SECTION
5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.




[Signature pages follow]




2









 





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



	 	 	 	 	 
	 	THE CRONOS GROUP

 	 
	 	By:  	/s/ Dennis J. Tietz
 	 
	 	 	Name:  	Dennis J. Tietz 	 
	 	 	Title:  	Director 	 


Amendment
No. 3 to A&R Guaranty











 






	 	 	 	 	 



	 	 	 	 	 
	 	APPROVED AND ACCEPTED:





FORTIS BANK (NEDERLAND) N.V.,

as Agent and Noteholder

 	 
	 	By:  	/s/ Merijn Zondag
 	 
	 	 	Name:  	Merijn Zondag 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ M.P. Nijs
 	 
	 	 	Name:  	M.P. Nijs 	 
	 	 	Title:  	Senior Manager 	 
	 



Amendment
No. 3 to A&R Guaranty