exv10w54



 






Exhibit 10.54




 





PURCHASE AGREEMENT




between




CRONOS FINANCE (BERMUDA) LIMITED




and




CF LEASING LTD.




Dated as of




August 1, 2005



 




ALL RIGHT, TITLE AND INTEREST OF CF LEASING LTD. IN AND TO THIS PURCHASE AGREEMENT HAVE BEEN
ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF FORTIS BANK (NEDERLAND) N.V., AS
AGENT, UNDER THE LOAN AGREEMENT, DATED AS OF SEPTEMBER 18, 2002, AS AMENDED AND RESTATED AS OF
MARCH 7, 2003, AND SUBSEQUENTLY AMENDED BY AMENDMENT NUMBER 1 THERETO, DATED AS OF OCTOBER 15,
2003, AMENDMENT NUMBER 2 THERETO, DATED AS OF MARCH 4, 2004, AMENDMENT NUMBER 3 THERETO, DATED AS
OF APRIL 30, 2004, AMENDMENT NUMBER 4 THERETO, DATED AS OF MAY 31, 2004, AMENDMENT NUMBER 5
THERETO, DATED AS OF JUNE 15, 2004, AND AMENDMENT NUMBER 6 THERETO, DATED AS OF JUNE 15, 2005, FOR
THE BENEFIT OF THE FINANCIAL INSTITUTIONS PARTY THERETO.






 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE
II TRANSFER OF CONTAINERS
	 	 	4	 
	 
	 	 	 	 
	2.1 Purchase and Sales of Containers
	 	 	4	 
	 
	 	 	 	 
	2.2 Intention of Parties
	 	 	5	 
	 
	 	 	 	 
	2.3 Substitution of Containers
	 	 	7	 
	 
	 	 	 	 
	2.4 Required Financing Statements and Registration of Charges;
Marking of Records
	 	 	8	 
	 
	 	 	 	 
	ARTICLE
III REPRESENTATIONS AND WARRANTIES
	 	 	9	 
	 
	 	 	 	 
	3.1 Representations and Warranties of Seller
	 	 	9	 
	 
	 	 	 	 
	3.2 Representations and Warranties of the Borrower
	 	 	16	 
	 
	 	 	 	 
	3.3 Repurchase of Containers by Seller
	 	 	18	 
	 
	 	 	 	 
	ARTICLE
IV COVENANTS OF SELLER AND BORROWER
	 	 	19	 
	 
	 	 	 	 
	4.1 Seller Covenants
	 	 	19	 
	 
	 	 	 	 
	4.2 Borrower Covenants
	 	 	22	 
	 
	 	 	 	 
	ARTICLE V CONDITIONS PRECEDENT
	 	 	22	 
	 
	 	 	 	 
	5.1 Conditions to Borrower’s Obligations
	 	 	22	 
	 
	 	 	 	 
	5.2 Conditions to Seller’s Obligations
	 	 	23	 
	 
	 	 	 	 
	ARTICLE
VI TERMINATION
	 	 	24	 
	 
	 	 	 	 
	6.1 Termination
	 	 	24	 
	 
	 	 	 	 
	6.2 Effect of Termination
	 	 	24	 
	 
	 	 	 	 
	ARTICLE
VII INDEMNIFICATION PAYMENTS
	 	 	24	 
	 
	 	 	 	 
	7.1 Indemnification
	 	 	24	 






i









 






TABLE OF CONTENTS




(Cont’d)




	 	 	 	 	 
	 	 	Page
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	25	 
	 
	 	 	 	 
	8.1 Amendment
	 	 	25	 
	 
	 	 	 	 
	8.2 Governing Law
	 	 	25	 
	 
	 	 	 	 
	8.3 Notices
	 	 	25	 
	 
	 	 	 	 
	8.4 Severability of Provisions
	 	 	26	 
	 
	 	 	 	 
	8.5 Assignment
	 	 	26	 
	 
	 	 	 	 
	8.6 Further Assurances
	 	 	26	 
	 
	 	 	 	 
	8.7 No Waiver; Cumulative Remedies
	 	 	26	 
	 
	 	 	 	 
	8.8 Counterparts
	 	 	27	 
	 
	 	 	 	 
	8.9 Binding Effect; Third-Party Beneficiaries
	 	 	27	 
	 
	 	 	 	 
	8.10 Merger and Integration
	 	 	27	 
	 
	 	 	 	 
	8.11 Headings
	 	 	27	 
	 
	 	 	 	 
	8.12 Schedules and Exhibits
	 	 	27	 
	 
	 	 	 	 
	8.13 General Interpretive Principles
	 	 	27	 
	 
	 	 	 	 
	8.14 Third Party Beneficiaries
	 	 	28	 
	 
	 	 	 	 
	8.15 Consent To Jurisdiction
	 	 	28	 
	 
	 	 	 	 
	8.16 Judgment Currency
	 	 	29	 
	 
	 	 	 	 
	8.17 Waiver Of Jury Trial
	 	 	29	 
	 
	 	 	 	 
	8.18 Waiver of Immunity
	 	 	30	 






ii









 








LIST OF EXHIBITS




	 	 	 	 	 	 	 
	 	 	 	 	Primary Section
	Exhibit	 	Description	 	Reference
	A

	 	List of Containers

	 	 	2.1	(a)
	 
	 	 	 	 	 	 
	B

	 	Form of Container Sale Agreement

	 	 	2.2 (f)(i)
	 
	 	 	 	 	 	 
	C

	 	List of Manufacturers

	 	 	3.1	(r)







iii









 








PURCHASE AGREEMENT




     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.



WITNESSETH:




     WHEREAS, the Seller will sell, transfer and convey to the Borrower on the Closing Date, and
the Borrower will purchase from the Seller on the Closing Date, Containers and Related Transferred
Assets upon the terms and conditions hereinafter set forth; and



     WHEREAS, the Containers and Related Transferred Assets transferred hereunder will be pledged
by the Borrower to Fortis Bank (Nederland) N.V., a Naamloze Vennootschap (the “Agent”) as
collateral for the Notes to be issued pursuant to the terms of the Loan Agreement (the
“Notes”); and



     WHEREAS, the Seller and the Borrower agree that the Borrower may charge, assign, pledge or
hypothecate its rights under this Purchase Agreement, and the Seller hereby acknowledges that the
Borrower will pledge all of its right, title and interest under this Purchase Agreement to the
Agent as collateral security for the obligations of the Borrower under the Loan Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties
hereto agree as follows:



ARTICLE I




DEFINITIONS




1.1 Definitions




     Capitalized terms used in this Purchase Agreement shall have the following meanings and the
definitions of such terms shall be equally applicable to the singular and plural forms of such
terms:



     Applicable Law: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



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     Authorized Signatory: This term shall have the meaning set forth in Section 101 of
the Loan Agreement.



     Casualty Loss: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



     Closing Date: August 1, 2005.



     Container: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



     Container Representations and Warranties: With respect to each Transferred Container
and the Related Transferred Assets, the representations and warranties of the Seller as set forth
in paragraphs (r), (s), (v), (w), (x), (aa) and (cc) of Section 3.1 of this Purchase Agreement.



     Container Sale Agreement: A Container Sale Agreement, substantially in the form of
Exhibit B hereto, executed and delivered by the Seller to the Borrower in accordance with the terms
of this Purchase Agreement.



     Eligible Container: This term shall have the meaning set forth in Section 101 of the
Loan Agreement.



     Fair Market Value: The value which would be obtained in an arm’s-length transaction
between an informed and willing purchaser under no compulsion to buy and an informed and willing
seller under no compulsion to sell such property.



     Finance Lease: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



     Governmental Authority: This term shall have the meaning set forth in Section 101 of
the Loan Agreement.



     Insolvency Law: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



     Insolvency Proceeding: This term shall have the meaning set forth in Section 101 of
the Loan Agreement.



     Lease: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



     Lien: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



     List of Containers: The printed list of the Transferred Containers attached hereto as
Exhibit A which sets forth the Transferred Containers sold by the Seller to the Borrower on
the Closing Date. Such list shall be certified by an Authorized Signatory of



2









 




the Seller and shall include a true and complete list of all Transferred Containers to be
delivered on the Closing Date and the following information for each such Transferred Container as
of the Closing Date: (i) the dollar amount paid by the Seller, (ii) the Net Book Value of such
Container as of the Closing Date, (iii) the type of Container, (iv) the acceptance date of the
Container, and (v) listing any Lease to which such Container is subject on the Closing Date. Such
List of Containers shall be amended from time to time to reflect substitutions pursuant to Section
2.3 hereof and the information set forth above shall be determined as of each Transfer Date for
each additional Substitute Container.




     Loan Agreement: The Loan Agreement, dated as of September 18, 2002, as amended and
restated as of March 7, 2003, and subsequently amended by Amendment Number 1 thereto, dated as of
October 15, 2003, Amendment Number 2 thereto, dated as of March 4, 2004, Amendment Number 3
thereto, dated as of April 30, 2004, Amendment Number 4 thereto, dated as of May 31, 2004,
Amendment Number 5 thereto, dated as of June 15, 2004, and Amendment Number 6 thereto, dated as of
June 15, 2005, by and among the Borrower, the Agent, and the financial institutions from time to
time party thereto and all amendments and supplements thereto.



     Management Agreement: This term shall have the meaning set forth in Section 101 of
the Loan Agreement.



     Manager: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



     Manager Default: This term shall have the meaning set forth in Section 101 of the
Loan Agreement.



     Permitted Liens: This term shall have the meaning set forth in Section 101 of the
Loan Agreement.



     Predecessor Container: This term shall have the meaning set forth in Section 2.3
hereof.



     Purchase Price: With respect to the Transferred Assets purchased by the Borrower on
the Closing Date, an amount equal to $73,750,101.



     Related Transferred Assets: With respect to any Transferred Container, all of the
following: (i) all of the Seller’s right, title and interest in and to, but none of its
obligations under, any agreement between the Seller and the manufacturer of each such Transferred
Container pursuant to which the Seller acquired a Transferred Container from such manufacturer, and
all amendments, additions and supplements hereafter made with respect thereto, (ii) all of the
Seller’s right, title and interest in and to any Lease which such Transferred Container is subject
to on the Closing Date, including all lease revenues accrued on or after the Transfer Date, and
(iii) all payments, proceeds and income of the foregoing or related thereto.



     Seller Loan Agreement: The Third Amended and Restated Loan Agreement, dated as of
July 30, 1999, amended and restated as of July 19, 2001, second



3









 




amended and restated as of September 23, 2003 and third amended and restated as of August 1,
2005, and all amendments and supplements thereto, by and among Seller, the Agent, and the other
financial institutions party thereto.




     Solvent: This term shall have the meaning set forth in Section 101 of the Loan
Agreement.



     Substitute Container: This term shall have the meaning set forth in Section 2.3(a)
hereof.



     Substitute Container Cut-Off Date: This term shall have the meaning set forth in
Section 2.3(a)(ii) hereof.



     Transfer Date: The date on which either (i) a Container is sold by the Seller to the
Borrower or (ii) a Substitute Container is transferred by the Seller to the Borrower, in either
case in accordance with the terms of this Purchase Agreement.



     Transferred Assets: Collectively, the Transferred Containers and the Related
Transferred Assets.



     Transferred Container: Any Container transferred by the Seller to the Borrower
pursuant to this Purchase Agreement.



     Warranty Purchase Amount: With respect to any Container, the Purchase Price allocable
to such Container.



     Capitalized terms used in this Purchase Agreement and not otherwise defined shall have the
meanings set forth in the Loan Agreement.



ARTICLE II




TRANSFER OF CONTAINERS




2.1 Purchase and Sales of Containers




          (a) Agreement to Sell and Purchase. On and subject to the terms of this Purchase
Agreement, the Seller agrees to sell to the Borrower on the Closing Date, and the Borrower agrees
to purchase from the Seller on the Closing Date, all of the Seller’s right, title and interest in,
to and under the Containers identified on Exhibit A hereto and all Related Transferred
Assets. Such sale shall be without recourse to the Seller except as provided in Section 3.3 of
this Purchase Agreement. In connection with the sale set forth in this Section 2.1, the Seller
shall execute and deliver on or prior to the Closing Date, each of the documents set forth in
Section 2.2(f) hereof.



          (b) Conveyance of Containers and Transferred Assets After the Initial Transfer Date.
After the Closing Date and provided that no Event of Default or Potential Event of Default has
occurred and is continuing, the Borrower may from time to



4









 




time utilize monies borrowed by the Borrower under the Loan Agreement to purchase from the
Seller additional Transferred Assets for a purchase price (the “Purchase Price”) equal to
the sum of (i) the aggregate Net Book Value of the Transferred Containers and (ii) the aggregate
Fair Market Value of the Related Transferred Assets, in each case determined as of the Transfer
Date. The Purchase Price for each pool of additional Transferred Assets shall be paid in full by
the Borrower on the related Transfer Date through cash proceeds.




          (c) Purchase Price. In consideration of any purchase and sale made pursuant to
Section 2.1(a) hereof, the Borrower hereby agrees to pay to the Seller on the Closing Date the
Purchase Price consisting of a cash payment of $73,750,101 by wire transfer of immediately
available funds.



          (d) Borrower’s Rights in Transferred Assets. After giving effect to the transfers set
forth in Section 2.1 above, the Borrower shall have, subject to the restrictions set forth in the
Loan Agreement, the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide
or otherwise deal with the Transferred Containers and the Related Transferred Assets, and all of
the Borrower’s right, title and interest in, to and under this Purchase Agreement, on whatever
terms the Borrower shall determine. The Borrower shall have the sole right to retain any gains or
profits created by buying, selling or holding the Transferred Assets and shall have the sole risk
of and responsibility for losses or damages created by such buying, selling or holding.



2.2 Intention of Parties




          (a) The execution and delivery of this Purchase Agreement shall constitute an acknowledgment
by the Seller and the Borrower that each intends that the transfers herein contemplated constitute
a valid sale and/or transfer and conveyance (and not for security) to the Borrower by the Seller of
its interest in the Transferred Containers and the Related Transferred Assets, and an absolute
conveyance to the Borrower of good title in such Transferred Assets free and clear of any Liens,
and that such Transferred Assets shall not be a part of the Seller’s estate in the event of the
bankruptcy or the occurrence of another similar event of, or with respect to, the Seller.



          (b) The Borrower and the Seller further intend that, following the conveyance of the
Transferred Containers pursuant to this Purchase Agreement, such Transferred Containers will be
managed by the Manager pursuant to the terms of the Management Agreement.



          (c) The Seller and the Borrower intend that their operations and business would not be
substantively consolidated in the event of the bankruptcy or insolvency of the Seller and that the
separate existence of the Seller and the Borrower would not be disregarded in the event of the
insolvency or the bankruptcy of the Seller.



          (d) Notwithstanding the intention of the parties as set forth in Section 2.2(a) above, in the
event that a court of competent jurisdiction shall determine that (i) any such Transferred Assets
are property of the Seller’s bankruptcy estate, (ii) this



5









 




Purchase Agreement creates a security interest in, and the Seller shall have been deemed, as
legal and beneficial owner, to have charged the Transferred Assets as a continuing security for the
Purchase Price, or (iii) the Seller shall be consolidated with the Borrower in any Insolvency
Proceeding, then in any such circumstance (x) this Purchase Agreement shall constitute a charge
under the laws of Bermuda and, to the extent applicable, a security agreement within the meaning of
Article 9 of the Uniform Commercial Code as in effect in the State of New York and (y) the
conveyances provided for in Section 2.1 hereof shall be deemed a grant by the Seller to the
Borrower of a valid security interest in and the Seller hereby charges in favor of the Borrower as
security all of the Seller’s right, title and interest in and to the Transferred Assets, which
security interest has been assigned to the Agent pursuant to Section 2.2(e) hereof. In the event
of the consolidation of the Seller and the Borrower in any Insolvency Proceeding, such security
interest will be deemed to have been granted directly to the Agent from the Seller.




          (e) The Seller understands that the Borrower intends to assign the Transferred Assets and its
rights under this Purchase Agreement to the Agent as collateral security for the Borrower’s
obligations under the Loan Agreement, and hereby consents to the assignment of all or any portion
of this Purchase Agreement by the Borrower to the Agent. The Seller agrees that upon such
assignment the Agent may exercise the rights of the Borrower hereunder and shall be entitled to all
of the benefits of the Borrower hereunder.



          (f) In connection with the sale of Transferred Assets pursuant to the terms of this Purchase
Agreement, the Seller and the Borrower shall execute and deliver to the Agent on or before the
applicable Transfer Date following such transfer, each of the following:



               (i) A completed Container Sale Agreement in the form of Exhibit B hereto;



               (ii) Completed UCC financing or termination statements, registration of charges, memoranda of
satisfaction or release of charge or amendment thereto, or documents of similar import described in
Section 2.4 hereof together with evidence of filing in the appropriate filing offices and
jurisdictions as may be required with respect to the Containers and the Related Transferred Assets;
and



               (iii) A supplement to the List of Containers setting forth the information required in the
definition of the List of Containers with respect to the Containers transferred by the Container
Sale Agreement. Upon delivery of such supplement, the List of Containers shall be deemed to have
been amended to incorporate the information contained in such supplement.



          (g) Each Container Sale Agreement shall operate as an assignment, without recourse,
representation, or warranty, except for the warranty of title and other representations and
warranties specifically set forth in this Purchase Agreement or a Container Sale Agreement, of all
the Seller’s right, title, and interest in and to such



6









 




Transferred Assets, such assignment being an outright assignment and not for security; and the
Borrower will thereupon own such Transferred Assets free of any claims of or further obligations to
the Seller with respect thereto.




2.3 Substitution of Containers




          (a) The Seller will have the right (exercisable solely at its option) at any time and from
time to time to transfer to the Borrower one or more Transferred Containers and Related Transferred
Assets (the foregoing collectively, a “Substitute Container”) for Transferred Containers
and Related Transferred Assets subject hereto (the foregoing collectively, a “Predecessor
Container”) if:



               (i) The Predecessor Container (A) is replaced by the Seller pursuant to the provisions of
Section 3.3 of this Purchase Agreement or (B) has suffered a Casualty Loss. In addition to the
foregoing, the Seller may transfer a Substitute Container for any Predecessor Container in
accordance with the provisions of this Purchase Agreement;



               (ii) (A) on a cumulative basis from the Closing Date, the sum of the Net Book Values (as of
the Collection Period immediately preceding a substitution (the “Substitute Container Cut-Off
Date”)) of all such Substitute Containers acquired by the Borrower since the Closing Date would
not exceed 5% of the Net Book Value of all Containers owned by the Borrower on the Substitute
Container Cut-Off Date; provided, however, that such limitation shall not apply to substitutions
due to a repurchase of a Substitute Container in accordance with (x) Section 3.3 of this Purchase
Agreement or (y) Transferred Containers which have suffered a Casualty Loss; and



               (B) the sum of the Net Book Values (as of the related Substitute Container Cut-Off Date) of
all Substitute Containers acquired by the Borrower in any twelve-month period shall not exceed 2%
of the Net Book Values of all Containers owned by the Borrower on the Substitute Container Cut-Off
Date; provided, however, that such limitation shall not apply to substitution due to a repurchase
of a Predecessor Container in accordance with (x) Section 3.3 of this Purchase Agreement or (y)
Transferred Containers which have suffered a Casualty Loss;



               (iii) as of the Substitute Container Cut-Off Date, the Substitute Containers then being
transferred have an aggregate Net Book Value (measured as of the Substitute Container Cut-Off Date)
that is equal to or greater than the aggregate Net Book Values of the Predecessor Containers
(measured as of the Substitute Container Cut-Off Date) being replaced;



               (iv) as of the Substitute Container Cut-Off Date, the Transferred Assets then being
transferred to the Borrower have an aggregate Fair Market Value that is equal to or greater than
the Fair Market Value of the Transferred Assets then being transferred to the Seller; and



               (v) each such Substitute Container is an Eligible Container.



7









 




If more than one Substitute Container is being transferred on any date, the criteria set forth in
clauses (ii), (iii) and (iv) above shall be determined on an aggregate basis.




          (b) Any substitution pursuant to this Section 2.3 shall become effective upon (i) delivery to
the Agent and the Borrower of an instrument or instruments transferring to the Borrower all right,
title and interest of the Seller in and to the Substitute Containers, (ii) delivery to the Seller
by the Borrower of an instrument or instruments transferring to the Seller, without representation
or warranty except with respect to all of the Borrower’s right, title and interest in and to the
Predecessor Containers for which the substitution is being made, and (iii) delivery to the Borrower
and the Agent of an amendment to the List of Containers reflecting the deletion of the Predecessor
Containers and the addition of the Substitute Containers.



          (c) In conjunction with the delivery of each Manager Report, the Seller shall provide written
notice to the Borrower and the Agent of all Substitute Containers transferred to the Borrower
during the immediately preceding Collection Period.



2.4 Required Financing Statements and Registration of Charges; Marking of Records




          (a) In connection with the transfer on the Closing Date and each transfer of additional
Transferred Assets on any subsequent Transfer Date, the Seller agrees to record and file, at its
own expense, the following UCC financing statements, registration of charges or documents of
similar import (and/or amendments to previously filed UCC financing statements, registration of
charges or documents of similar import):



               (i) UCC financing statements, registration of charges or documents of similar import (or
amendments to existing UCC financing statements, registration of charges or documents of similar
import), naming the Seller, as chargor/debtor/seller, the Borrower, as chargee/secured
party/purchaser, the Agent, as additional secured party or assignee of the secured party/purchaser,
as the case may be, and the Transferred Assets, as collateral. Such financing statements,
registration of charges or documents of similar import shall be filed in the appropriate filing
offices in the (A) jurisdiction in which the Seller is organized, (B) if different, the
jurisdiction in which the Seller maintains its principal place of business, and (C) if the Seller
maintains a place of business in the United States, in the jurisdiction in which the Seller
maintains such place of business;



               (ii) UCC financing statements, registration of charges or documents of similar import (or
amendments to existing UCC financing statements, registration of charges or documents of similar
import), naming the Borrower, as debtor, the Agent, as secured party and the Collateral, as
collateral. Such UCC financing statements, registration of charges or documents of similar import
shall be filed in the appropriate filing offices in the District of Columbia, the jurisdiction in
which the Borrower is organized and, if different, in the jurisdiction in which it maintains its
principal place of business; and



8









 





               (iii) UCC financing statements, registration of charges or documents of similar import,
evidencing the release of the security interest of any other Person with respect to any of the
Collateral.



          (b) All UCC financing statements, registration of charges or documents of similar import shall
meet the requirements of Applicable Law. The Seller shall deliver to the Borrower (with copies to
the Agent) a file-stamped copy of such UCC financing statements, registration of charges or
documents of similar import or other evidence of submission of such documents for filing on or
prior to each Transfer Date. Nothing contained in this Section 2.4 shall limit the Seller’s
obligation to file continuation or termination statements in accordance with Section 4.1(k) of this
Purchase Agreement and any Applicable Law.



          (c) In connection with the sale or other transfer of Transferred Containers and Related
Transferred Assets, the Seller shall, at its own expense on or prior to the Transfer Date, (i)
cause its computer records to be marked to show that such Transferred Containers and Related
Transferred Assets have been transferred to the Borrower in accordance with this Purchase Agreement
and then pledged to the Agent and (ii) prepare an updated List of Containers and deliver such
updated List of Containers to the Borrower.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




3.1 Representations and Warranties of Seller




     The Seller hereby makes the following representations and warranties for the benefit of the
Borrower and the Lenders, on which the Borrower relies in accepting the conveyance of the
Transferred Assets and on which the Lenders rely in entering into, and making the loans pursuant
to, the Loan Agreement. Such representations and warranties are made as of the Closing Date,
unless otherwise indicated, but shall survive the assignment, transfer and conveyance of the
Transferred Assets to the Borrower and the pledge of such Transferred Assets to the Agent.



          (a) Organization and Good Standing. The Seller is a company duly organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation with
corporate power and authority to own its properties and to conduct its business as such properties
are currently owned and such business is currently conducted, had at all relevant times, and now
has, power, authority, and legal right to acquire and own the Transferred Assets and to perform its
obligations hereunder and under any Transaction Document to which it is a party, has had no other
legal name during the past five years except as stated in the preamble to this Purchase Agreement
and does not do business under any other name;



9









 





          (b) Due Qualification. The Seller is qualified as a foreign entity in each
jurisdiction where it is required to be so qualified to conduct its business and has obtained all
necessary licenses and approvals as required under Applicable Law, in each case, where the failure
to be so qualified, licensed or approved, could reasonably be expected materially and adversely to
affect the ability of the Seller to perform its obligations under and comply with the terms of this
Purchase Agreement and any other Transaction Document to which it is a party;



          (c) Power and Authority. The Seller has the corporate power and authority to execute
and deliver this Purchase Agreement and any other Transaction Document to which it is a party and
to carry out their terms; the Seller has duly authorized the transfer and assignment to the
Borrower of the Transferred Assets by all necessary corporate action; the execution, delivery, and
performance of this Purchase Agreement and any other Transaction Document to which it is a party
has been duly authorized by the Seller by all necessary corporate action and this Purchase
Agreement and any other Transaction Document to which it is a party have been duly executed and
delivered by the Seller;



          (d) Valid Assignment; Binding Obligations. This Purchase Agreement and any other
Transaction Document to which the Seller is a party, have been duly authorized, executed and
delivered by the Seller and constitute a legal, valid, and binding obligation of the Seller
enforceable against the Seller in accordance with their terms subject as to enforceability to
applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’
rights generally and to general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law);



          (e) No Violation. Subject to Seller’s obtaining the consent of Agent and the other
financial institutions party thereto under the Seller Loan Agreement to Seller’s sale and transfer
of the Containers and Related Transferred Assets to Borrower pursuant to this Purchase Agreement,
the consummation of the transactions contemplated by and the fulfillment of the terms of this
Purchase Agreement and the other Transaction Documents to which it is a party will not conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time or both) a default under, the certificate of incorporation, memorandum of
association or other organizational document or bye-laws of the Seller, or any material term of any
indenture, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party
or by which it is bound, or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, or
other instrument, other than this Purchase Agreement, or violate any law or any order, rule, or
regulation applicable to the Seller of any court or of any federal or state regulatory body,
administrative agency, or other Governmental Authority having jurisdiction over the Seller or any
of its properties, in each case which would reasonably be expected to materially and adversely
affect the ability of the Seller to perform its obligations under and to comply with the terms of
this Purchase Agreement and any other Transaction Document to which it is a party;



10









 





          (f) No Proceedings or Injunctions. There are (i) no proceedings or investigations
pending, or, to the knowledge of the Seller, threatened, before any court, regulatory body,
administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of
this Purchase Agreement or any other Transaction Document to which it is a party, (B) seeking to
prevent the consummation of any of the transactions contemplated by this Purchase Agreement or any
other Transaction Document to which it is a party, or (C) seeking any determination or ruling that
is reasonably likely to materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this Purchase Agreement or any other
Transaction Document to which it is a party and (ii) no injunction, writ, restraining order or
other order in effect against the Seller that is reasonably likely to materially and adversely
affect its ability to perform under this Purchase Agreement or any other Transaction Document to
which it is a party;



          (g) Insolvency. The Seller is Solvent and will not be rendered insolvent by the
transactions contemplated by this Purchase Agreement; the Seller is paying its debts as they become
due and, after giving effect to the transactions contemplated hereby, will have adequate capital to
conduct its business;



          (h) Principal Place of Business. The Seller’s principal place of business and
registered office is at Clarendon House, Church Street, Hamilton HM 11, Bermuda and has been
maintained at such address for the four months immediately preceding the date hereof; and the
Seller does not have an office or place of business in the United States;



          (i) No Subsidiaries. The Seller has no subsidiaries.



          (j) Accounting and Tax Treatment. The Seller will treat the sale of the Transferred
Assets to the Borrower pursuant to this Purchase Agreement as a sale of such assets for financial
reporting, accounting and income tax purposes;



          (k) Approvals. Subject to Seller’s obtaining the consent of Agent and the other
financial institutions party thereto under the Seller Loan Agreement to Seller’s sale and transfer
of the Containers and Related Transferred Assets to Borrower pursuant to this Purchase Agreement,
all approvals, authorizations, consents, orders or other actions of any Person required to be
obtained by the Seller in connection with the execution and delivery of this Purchase Agreement or
any other Transaction Document to which it is a party have been or will be taken or obtained on or
prior to the date hereof;



          (l) Governmental Consent. No consent, approval or authorization of, or filing,
registration or qualification with, any Governmental Authority is or will be necessary or required
on the part of the Seller in connection with the execution and delivery of this Purchase Agreement
or the assignment, contribution, conveyance and transfer of the Transferred Assets hereunder;



11









 





          (m) Bulk Transfer Laws. The transfer, assignment and conveyance of the Transferred
Assets by the Seller to the Borrower is not subject to the bulk transfer or any similar statutory
provisions in effect in any applicable jurisdiction;



          (n) Investment Company. The Seller is not an “investment company” or a company
controlled by an “investment company” within the meaning of the U.S. Investment Company Act of
1940, as amended;



          (o) Substantive Consolidation. The Seller is operated such that the Borrower would
not be substantively consolidated in the bankruptcy estate of Seller and its separate existence
disregarded in the event of the Seller’s bankruptcy; specifically, the Seller: (i) conducts its
business in its own name, (ii) maintains its books and records separate from those of any other
person, (iii) maintains its bank accounts separate from those of any other person, (iv) maintains
separate financial statements, showing its assets and liabilities separate and apart from those of
any other person, (v) pays its own liabilities and expenses only out of its own funds, (vi) enters
into transactions with an affiliate only if such transaction is intrinsically fair, commercially
reasonable and on the same terms as would be available in an arm’s length transaction with a person
or entity that is not an affiliate, (vii) allocates fairly and reasonably any overhead expenses
that are shared with an affiliate, (viii) holds itself out as a separate entity, (ix) maintains
adequate capital in light of its contemplated business operations and (x) observes all other
appropriate corporate and other organizational formalities;



          (p) Valid Business Purpose. The Seller has valid business reasons for selling the
Transferred Assets to the Borrower rather than obtaining a loan with such assets as collateral;



          (q) Net Book Values. The sum of the Net Book Values of the Containers transferred to
the Borrower on the Closing Date by the Seller is $73,750,101;



          (r) Title to Containers. Subject to Seller’s obtaining the release by Agent and the
other financial institutions party thereto under the Seller Loan Agreement of their security
interest in and to the Containers and Related Transferred Assets, immediately prior to the sale of
the Transferred Assets to the Borrower pursuant to the terms of this Purchase Agreement, the Seller
owned and had good and marketable title to such Transferred Assets, free and clear of all Liens
(whether senior, junior, or pari passu), claim or encumbrance of any Person other than (i) the
Liens in favor the manufacturers listed on Exhibit C that will be discharged on the Closing
Date and (ii) Permitted Liens. Other than for the grant of a security interest in the Transferred
Assets to Agent and the other financial institutions party thereto under the Seller Loan Agreement,
the Seller has not authorized the filing of, and is not aware of, any financing statements against
the Seller that include a description of collateral covering the Transferred Assets other than any
financing statement or document of similar import (i) relating to the security interest granted to
the Borrower in this Purchase Agreement or (ii) that has been terminated. The Seller is not aware
of any judgment or tax lien filings against the Seller. Immediately after the sale of the
Transferred Assets to the Borrower



12









 







pursuant to the terms of this Purchase Agreement, title to the Transferred Assets shall be
indefeasibly vested in the Borrower;



          (s) Casualty Loss. No Container shall have suffered a Casualty Loss on or prior to
the Transfer Date;



          (t) Financial Statements. The balance sheet of the Seller at March 31, 2005 and the
statements of income, retained earnings and cash flows for the fiscal quarter then ended fairly
present in all material respects, subject to normal year-end audit adjustments and the absence of
footnotes to such statements, the financial condition of the Seller and the results of its
operations for the period ended on such date, all in accordance with generally accepted accounting
principles applied on a consistent basis.



          Since March 31, 2005, there has been no change in the business or condition (financial or
otherwise) of the Seller except changes in the ordinary course of business, none of which
individually or in the aggregate has been materially adverse. The Seller does not have any
material liability or obligation other than those disclosed in the financial statements referred to
in the preceding paragraph or for which adequate reserves are reflected in such financial
statements or that have been incurred in the ordinary course of business since March 31, 2005;



          (u) Business Purpose; No Insolvency. The transactions contemplated by this Purchase
Agreement and the other Transaction Documents are being consummated by the Seller in furtherance of
the Seller’s business purposes and constitute a practical and reasonable course of action by the
Seller designed to improve the financial position of the Seller, with no contemplation of
insolvency and with no intent to hinder, delay or defraud any of its present or future creditors.
Neither as a result of the transactions contemplated by this Purchase Agreement, nor immediately
before or after such transactions, will the Seller be insolvent or have an unreasonably small
capital for the conduct of its business and the payment of anticipated obligations;



          (v) Specifications. Each Container transferred to the Borrower conforms to the
Seller’s standard specifications for that type and age of Container and to any applicable standards
promulgated by the international standards organization;



          (w) No Violation of Lease. The sale and conveyance to the Borrower of the Transferred
Assets will not violate the terms or provisions of any applicable Lease or any other agreement to
which the Seller then is a party or by which it is bound;



          (x) Rights to Leases are Assignable; Bankrupt Lessees. The rights with respect to
each Lease transferred by the Seller to the Borrower pursuant to this Purchase Agreement are
assignable by the Seller without the consent of any Person other than consents which will have been
obtained on or before the related Transaction Date; and to the Seller’s knowledge, no Leases are
with any Lessee that is bankrupt as of the date hereof;



13









 





          (y) All Necessary Action Taken. Immediately after each of the sales and conveyances
to the Borrower as contemplated in this Purchase Agreement, all necessary action will have been
taken by the Seller to validly transfer and convey to the Borrower (a) all right, title and
interest of the Seller in and to payments then due under each Lease to the extent related to a
Transferred Container and all scheduled lease payments to become due thereunder which relate to a
Transferred Container and (b) all right, title and interest of the Seller in and to the related
Transferred Containers;



          (z) Compliance With Leases. The Seller has performed all obligations to be performed
by it under the terms of the Leases prior to the date hereof, and is not in violation of its
obligations under the Leases, which violation would result in a Material Adverse Change;



          (aa) Finance Leases. Not more than twenty percent (20%) (measured by Net Book Value)
of the Transferred Containers shall be subject to a Finance Lease;



          (bb) Ordinary Course of Business. All Leases related to Transferred Containers were
originated in the ordinary course of business of the Seller’s business;



          (cc) Purchase Price. The purchase price paid by the Seller to acquire the Transferred
Containers was not greater than the Fair Market Value of such Transferred Containers at such time
as the Transferred Containers were acquired by the Seller;



          (dd) Lessees. The Transferred Containers are leased to marine cargo users (primarily
shipping lines);



          (ee) Compliance With Law. The Seller:



               (i) is not in violation of (A) any laws, ordinances, governmental rules or regulations, the
violation of which would result in a Material Adverse Change or (B) court orders to which it is
subject;



               (ii) has not failed to obtain any material licenses, permits, franchises or other governmental
authorizations necessary to the ownership of its property or to the conduct of its business
including, without limitation, with respect to transactions contemplated by this Purchase Agreement
and the other Transaction Documents to which it is a party; and



               (iii) is not in violation in any respect of any term of any agreement, certificate of
incorporation, memorandum of association, bye-law or other instrument to which it is a party or by
which it may be bound, which violation or failure (as referenced in clause (i) or (ii) above or
this clause (iii)) to obtain would, individually or in the aggregate, materially adversely affect
(A) the business or condition (financial or otherwise) of the Seller individually, or the Seller
and its subsidiaries taken as a whole, or (B) the interest of the Lenders or Agent in any
Transferred Asset;



14









 





          (ff) Assets and Liabilities.



               (i) Both immediately before and after giving effect to the assignment, transfer and
contribution of the Leases (including the right to receive all payments to become due thereunder)
and related Transferred Containers, the present fair market value of the Seller’s assets will be in
excess of the amount that will be required to pay that the Seller’s probable liabilities as they
then exist and as they become absolute and matured; and



               (ii) Both immediately before and after giving effect to the assignment, transfer and sale of
the Transferred Assets, the sum of the Seller’s assets will be greater than the sum of the Seller’s
debts, valuing the Seller’s assets at a fair market value;



          (gg) Fair Consideration. The consideration received and to be received by the Seller
in exchange for the assignment and transfer of the Transferred Assets is fair consideration for the
assets being transferred by the Seller;



          (hh) Ability to Pay Debts. Neither as a result of the transactions contemplated by
this Purchase Agreement nor the other Transaction Documents nor otherwise does the Seller believe
that it will incur debts beyond its ability to pay. After giving effect to the transactions
completed hereby, the Seller’s assets and cash flow enable it to meet its present obligations in
the ordinary course of business as they become due;



          (ii) Defaults. As of the Closing Date, the Seller is not in default with respect to
(i) any recourse indebtedness or guarantees of recourse indebtedness or (ii) any other contractual
obligation that would have a material adverse affect on the business or condition (financial or
otherwise) of the Seller or on the ability of the Borrower or the Agent to enforce any assignment,
transfer and conveyance hereunder;



          (jj) Creation of Security Interest. In the event that the transfer of the Transferred
Assets pursuant to the terms of this Purchase Agreement is held not to constitute a “true sale”,
this Purchase Agreement creates a valid and continuing security interest (as defined in the UCC) in
the Transferred Assets in favor of the Borrower, which security interest, after release by the
Agent and the other financial institutions party thereto under the Seller Loan Agreement of their
security interest in the Transferred Assets, shall be prior to all other Liens, and is enforceable
as such as against creditors of and purchasers from the Seller;



          (kk) UCC Classification. The Transferred Containers constitute “goods” or “inventory”
within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within
the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases
with the meaning of the UCC;



          (ll) Perfection of Security Interest. The Seller has caused the filing of all
appropriate financing statements or documents of similar import in the proper



15









 







filing office in the appropriate jurisdictions under Applicable Law in order to perfect the
security interest in the Transferred Assets granted to the Borrower in this Purchase Agreement.
All financing statements filed or to be filed against the Seller in favor of the Borrower (and the
Agent, as its assignee) in connection herewith contain a statement to the following effect: “A
purchase of or security interest in any collateral described in this financing statement will
violate the rights of the Borrower and the Agent (as the assignee of the Borrower)”; and



          (mm) All Consents Secured. On or prior to the Transfer Date, Seller will have
received all necessary consents and approvals required by the terms of the Transferred Assets to
the transfer to the Borrower of its interest and rights in such Transferred Assets hereunder.



3.2 Representations and Warranties of the Borrower




     The Borrower hereby makes the following representations and warranties for the benefit of the
Seller and the Lenders on which the Seller relies in selling the Transferred Assets to the Borrower
and on which the Agent and the Lenders rely in entering into, and making the loans pursuant to, the
Loan Agreement. Such representations and warranties speak as of the Closing Date, but shall
survive the assignment, transfer and conveyance of the Transferred Assets to the Borrower and the
pledge of such Transferred Assets to the Agent.



          (a) Organization and Good Standing. The Borrower is a company duly organized and
validly existing in good standing under the laws of Bermuda, with full corporate power and
authority to own and operate its properties and to conduct its business as presently conducted and
to enter into and perform its obligations under this Purchase Agreement and each other Transaction
Document to which it is a party and the transactions contemplated hereby and thereby;



          (b) Due Qualification. The Borrower is duly qualified to do business as a foreign
entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions
in which the ownership or lease of property or the conduct of its business requires such
qualification, except to the extent that the failure to be so qualified, licensed or approved would
not, in the aggregate, materially and adversely affect the ability of the Borrower to perform its
obligations under and comply with the terms of this Purchase Agreement or any other Transaction
Document to which it is a party;



          (c) Power and Authority. The Borrower has the corporate power and authority to
execute and deliver this Purchase Agreement and to carry out its terms; and the execution,
delivery, and performance of this Purchase Agreement have been duly authorized by the Borrower by
all necessary corporate action; the Borrower will have the power and authority to acquire and will
have acquired whatever right title and interest in the Transferred Assets as was conveyed to it by
the Seller;



16









 





          (d) Binding Obligations. This Purchase Agreement and each other Transaction Document
to which the Borrower is a party, constitute a legal, valid, and binding obligation of the Borrower
enforceable in accordance with their terms subject as to enforceability to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and to
general principles of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law);



          (e) No Violation. The consummation of the transactions contemplated by and the
fulfillment of the terms of this Purchase Agreement and the other Transaction Documents to which it
is a party will not conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the memorandum of association
or bye-laws of the Borrower, or any material term of any agreement to which the Borrower is a party
or by which its assets may be bound, or violate any order, rule or regulation applicable to the
Borrower of any court or of any federal or state regulatory body, administrative agency, or other
Governmental Authority having jurisdiction over the Borrower or any of its properties;



          (f) No Proceedings or Injunctions. There are (i) no litigation proceedings or
investigations to which the Borrower, or any Affiliate of the Borrower, is a party pending, or, to
the knowledge of the Borrower, threatened, before any court, regulatory body, administrative agency
or other tribunal or Governmental Authority (A) asserting the invalidity of the Notes, this
Purchase Agreement or the other Transaction Documents to which the Borrower is a party, (B) seeking
to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by
this Purchase Agreement or the other Transaction Documents to which the Borrower is a party, or (C)
seeking any determination or ruling that is reasonably likely to materially and adversely affect
the performance by the Borrower of its obligations under, or the validity or enforceability of the
Notes, this Purchase Agreement or the other Transaction Documents to which the Borrower is a party
and (ii) no injunction, writ, restraining order, or other order in effect against the Borrower that
is reasonably likely to materially and adversely affect its ability to perform under the Notes,
this Purchase Agreement or the other Transaction Documents to which it is a party;



          (g) No Consents. All approvals, authorizations, consents, orders or other actions of
any person, corporation or other organization, or of any court, governmental agency or body or
official, required in connection with the execution and delivery by the Borrower of the Notes, this
Purchase Agreement or the other Transaction Documents to which it is a party have been or will be
taken or obtained on or prior to the date hereof;



          (h) Insolvency. The Borrower is not insolvent under the Insolvency Law and will not
be rendered insolvent by the transactions contemplated by this Purchase Agreement; the Borrower is
paying its debts as they become due and, after giving effect to the transactions contemplated
hereby, will have adequate capital to conduct its business;



17









 





          (i) Principal Place of Business; Trade Names. The principal place of business and
registered office of the Borrower is located at Clarendon House, Church Street, Hamilton HM 11,
Bermuda. The Borrower has not been known by any name other than “CF Leasing Ltd.”; and the
Borrower does not have a place of business in the United States.



          (j) No Subsidiaries. The Borrower has no Subsidiaries;



          (k) Ordinary Course. The transactions contemplated by this Purchase Agreement are
being consummated by the Borrower in good faith and in furtherance of the Borrower’s ordinary
business purposes and constitute a practical and reasonable course of action by the Borrower
designed to improve the financial position of the Borrower, with no contemplation of insolvency and
with no intent to hinder, delay or defraud any of its present or future creditors;



          (l) Substantive Consolidation. The Borrower: (i) conducts its business in its own
name, (ii) maintains its books and records separate from those of any other person, (iii) maintains
its bank accounts separate from those of any other person, (iv) maintains separate financial
statements, showing its assets and liabilities separate and apart from those of any other person,
(v) pays its own liabilities and expenses only out of its own funds, (vi) enters into transactions
with an affiliate only if such transaction is intrinsically fair, commercially reasonable and on
the same terms as would be available in an arm’s length transaction with a person or entity that is
not an affiliate, (vii) allocates fairly and reasonably any overhead expenses that are shared with
an affiliate, (viii) holds itself out as a separate entity, (ix) maintains adequate capital in
light of its contemplated business operations, (x) observes all other appropriate corporate and
other organizational formalities, (xi) does not hold itself out as being liable for the debts of
any other person, (xii) does not act other than in its own name and through its duly authorized
officers or agents and (xiii) does not take any other action that would be inconsistent with
maintaining a separate legal identity from any other person;



          (m) Accounting Treatment. For financial reporting and accounting purposes, the
Borrower will treat the Borrower’s acquisition from the Seller of the Transferred Assets to
Borrower pursuant to this Purchase Agreement as a purchase of such Transferred Assets in accordance
with the provisions of Section 2.1; and



          (n) Investment Company. The Borrower is not an “investment company” or a company
controlled by an “investment company” within the meaning of the U.S. Investment Company Act of
1940, as amended.



3.3 Repurchase of Containers by Seller




               Upon discovery by the Seller, the Manager, any Lender or the Borrower (or any of its
successors or assigns) of a breach of any of the Container Representations and Warranties, the
Person (including any such successor or assign of such Person) discovering such breach shall give
prompt written notice thereof to the Seller, the Manager, the Agent and the Borrower. If such
breach materially adversely



18









 




affects the interests of the Borrower, any Lender or the Agent, in any of the Transferred
Assets, then unless the breach shall have been cured or waived by the Majority Lenders, within 30
days after the earlier to occur of (i) the Seller’s discovery, and (ii) receipt by the Seller of
written notice of such breach, the Seller shall, at its election, either (i) repurchase such
Transferred Containers by paying to the Agent the Warranty Purchase Amount or (ii) replace the
affected Transferred Assets with Substitute Containers having a Net Book Value at least equal to
the Warranty Purchase Amount of such Predecessor Containers in accordance with Section 2.3 hereof.
The Seller shall deposit the Warranty Purchase Amount for each Transferred Container to be
repurchased in the Trust Account prior to 10:00 a.m. on the second Business Day prior to the
Payment Date following the expiration of such 30-day period.




ARTICLE IV




COVENANTS OF SELLER AND BORROWER




4.1 Seller Covenants




     The Seller hereby covenants and agrees with the Borrower as follows:



          (a) Amalgamation, Merger or Consolidation of, or Assumption of the Obligations of,
Seller. Notwithstanding anything in this Purchase Agreement to the contrary, any corporation
(i) into which the Seller may be amalgamated, merged or consolidated, (ii) resulting from any
amalgamation, merger, conversion, or consolidation to which the Seller shall be party, or (iii)
succeeding to the business of the Seller substantially as a whole, will be the successor to the
Seller under this Purchase Agreement, without the execution or filing of any document or any
further act on the part of any of the parties to this Purchase Agreement; provided, however, (x)
immediately after giving effect to such transaction, no representation or warranty made pursuant to
Section 3.1 hereof shall have been breached, (y) the Seller shall have delivered to the Borrower an
Officer’s Certificate and an Opinion of Counsel each stating that such amalgamation, consolidation,
merger, or succession and such agreement of assumption complies with this Section 4.1 and that all
conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction
have been complied with, and (z) the Seller shall have delivered to the Borrower and Agent an
Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing
statements or other documents of similar import, and amendments thereto have been executed and
filed that are necessary fully to preserve and protect the interest of the Borrower in the
Transferred Assets, or (B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interest.



          (b) Limitation on Liability of the Seller and Others. The Seller and any director or
officer or employee or agent of the Seller may rely in good faith on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters arising under this
Purchase Agreement; provided, however, that any such limitation does not affect the obligation of
the Seller to repurchase Containers



19









 







pursuant to Section 3.3 hereof. The Seller shall not be under any obligation to appear in,
prosecute, or defend any legal action that is not incidental to its obligations as the transferor
of the Transferred Assets under this Purchase Agreement and that in its opinion may involve it in
any expense or liability.



          (c) Books and Records. The Seller will, at its own cost and expense, mark its books
and records to the effect that the Transferred Assets have been sold to the Borrower and
subsequently pledged to the Agent.



          (d) Obligations with Respect to Containers. The Seller will do nothing to impair the
rights of the Borrower, the Lenders or the Agent in the Transferred Assets.



          (e) Compliance with Law. The Seller will comply, in all material respects, with all
acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable
to the Transferred Assets or any part thereof; provided, however, that the Seller may contest any
act, regulation, order, decree or direction in any reasonable manner which shall not materially and
adversely affect the rights of the Borrower, the Lenders or the Agent in the Transferred Assets.



          (f) Conveyance of Transferred Assets; Security Interests. Except for the transfers
and conveyances hereunder, the Seller will not sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any Lien on any Transferred Asset, or
any interest therein other than the rights of a lessee under a Lease. The Seller shall defend the
right, title, and interest of the Borrower and its successors and assigns in, to, and under the
Transferred Assets, against all claims of third parties claiming through or under the Seller.



          (g) Notification of Breach. The Seller will advise the Borrower and Agent promptly,
in reasonable detail, upon discovery of the occurrence of any breach by the Seller of any of its
representations, warranties and covenants contained herein.



          (h) Notice of Liens. The Seller shall notify the Borrower and Agent promptly after
becoming aware of any Lien on the Transferred Assets.



          (i) Transfer Taxes. The Seller shall promptly pay all taxes required to be paid in
connection with the conveyance of the Transferred Assets, and acknowledges that the Borrower shall
have no responsibility with respect thereto.



          (j) No Bankruptcy Petition Against Borrower. The Seller will not, prior to the date
that is one year and one day after the payment in full of all amounts owing pursuant to the Loan
Agreement, this Purchase Agreement and the other Transaction Documents, institute against the
Borrower, or join any other Person in instituting against the Borrower, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of any applicable jurisdiction. This paragraph shall survive the termination of
this Purchase Agreement.



20









 





          (k) Further Assurances. In the event of a recharacterization of the transaction under
the circumstances set forth in Section 2.2(d) hereof, the Seller will make, execute or endorse,
acknowledge and file or deliver to the Borrower and Agent from time to time such UCC financing
statements, registration of charges or documents of similar import (including any termination or
continuation statements), schedules, confirmatory assignments, conveyances, transfer endorsements,
powers of attorney, certificates, reports and other assurances or instruments and take such further
steps relating to the Transferred Assets and other rights covered by this Purchase Agreement, as
the Borrower or Agent may request and reasonably require. In such circumstances, the Seller shall
take all steps necessary to perfect the Borrower’s and the Agent’s interest in the Transferred
Assets under any applicable international perfection standards that may be adopted after the date
of this Purchase Agreement. The Seller shall promptly forward to the Borrower and Agent a copy of
the financing statements, registration of charges or documents of similar import filed in
connection with the terms of this Section. In such circumstances, the Seller shall, at the request
of the Agent, execute such documents and instruments as may be requested to permit the Manager, in
accordance with the terms of the Management Agreement to enforce the Leases and any insurance
policies obtained by the Lessees with respect to the Transferred Assets.



          (l) Preservation of Security Interest. The Seller shall execute and file UCC
financing statements, registration of charges or documents of similar import in such manner and in
such places as may be required by law fully to preserve, maintain, and protect the interest of the
Borrower under this Purchase Agreement and the security interest of the Lenders and the Agent in
the Transferred Assets.



          (m) Preservation of Name, etc. The Seller will not change its name, identity or
corporate structure in any manner that would, could, or might make any financing statement,
continuation statement, registration of charges or documents of similar import, filed by the Seller
in accordance with, or otherwise required by, this Purchase Agreement invalid, void or otherwise of
no force and effect unless (i) the Seller shall have given the Borrower, the Lenders and the Agent
at least thirty (30) days’ prior written notice thereof and (ii) the Seller shall have filed any
necessary financing statements or documents of similar import necessary to continue the
effectiveness of any charges, financing statements or documents of similar import referred to in
this paragraph (m) or otherwise required pursuant to this Purchase Agreement.



          (n) Preservation of Office. The Seller will give the Borrower, the Agent and the
Lenders at least thirty (30) days’ prior written notice of any relocation of its principal place of
business or chief executive office.



          (o) ERISA. The Seller agrees to indemnify, defend and hold the Borrower harmless from
and against any and all loss, liability, damage, judgment, claim, deficiency, or expense (including
interest, penalties, reasonable attorneys’ fees and amounts paid in settlement) to which the
Borrower may become subject insofar as such loss, liability, damage, judgment, claim, deficiency or
expense arises out of any Plan of the Seller.



21









 





          (p) Ownership of Transferred Assets. The Seller agrees to take no action inconsistent
with the ownership of the Transferred Assets by the Borrower, to promptly indicate to all parties
with a valid interest inquiring as to the true ownership of the Transferred Assets that the
Transferred Assets have been sold to the Borrower and to claim no ownership interest in the
Transferred Assets.



          (q) Change of Name. If the Seller desires to change its name or structure or the
location of its principal place of business or chief executive office occurs, the Seller shall
deliver at least thirty (30) days’ prior written notice of such change or relocation to the Agent.
No later than five days prior to the effective date of such change or relocation, the Seller shall
file such amendments and/or financing statements or documents of similar import as may be required
to preserve and protect the Borrower’s and Agent’s interest in the Transferred Assets.



4.2 Borrower Covenants




     The Borrower hereby covenants and agrees with the Seller that, prior to each date on which
Predecessor Containers are to be repurchased by Seller pursuant to Section 3.3 hereof, the Borrower
shall submit to the Seller a certificate signed by an Authorized Signatory (a “Borrower
Certificate”) and completed as to its date. Each Borrower Certificate shall operate as an
assignment, without recourse, representation, or warranty, except for the warranty of good title,
to the Seller of all of the Borrower’s right, title, and interest in and to such repurchased
Predecessor Containers, such assignment being an outright assignment and not for security; and,
upon payment of the Warranty Purchase Amount, the Seller will thereupon own such Predecessor
Containers free of any further obligation to the Borrower with respect thereto.



ARTICLE V




CONDITIONS PRECEDENT




5.1 Conditions to Borrower’s Obligations




     The obligations of the Borrower to purchase Transferred Assets on any Transfer Date shall be
subject to the satisfaction of the following conditions (in addition to the procedures required by
Section 2.4(a) hereof):



          (a) All representations and warranties of the Seller contained in this Purchase Agreement
shall be true and correct in all material respects on the Transfer Date with the same effect as
though such representations and warranties had been made on such date. Any breach of any of the
Container Representations and Warranties shall constitute a material breach for purposes of this
Section 5.1(a);



          (b) All information concerning the Transferred Assets provided to the Borrower by the Seller
shall be true and correct in all material respects;



22









 





          (c) The Seller shall have performed in all material respects all other obligations required to
be performed by the provisions of this Purchase Agreement and the other Transaction Documents;



          (d) The Seller shall have obtained and delivered to Borrower the consent(s) of Agent and the
other financial institutions party thereto under the Seller Loan Agreement to the sale and transfer
of the Transferred Assets to Borrower, the Agent and the other financial institutions party thereto
under the Seller Loan Agreement shall have filed and recorded or delivered to Borrower for filing
and recording such termination statements, releases of mortgages, and documents of similar import
in order to terminate and extinguish their security interest in the Transferred Assets;



          (e) All corporate and legal proceedings and all instruments in connection with the
transactions contemplated by this Purchase Agreement shall be satisfactory in form and substance to
the Borrower, and the Borrower shall have received from the Seller copies of all documents
(including, without limitation, records of corporate proceedings) relevant to the transactions
herein contemplated as Borrower may have reasonably requested;



          (f) No Potential Event of Default, Event of Default or Manager Default shall have occurred and
then be continuing or result from the acquisition of such Transferred Containers;



          (g) The Borrower has adequate means of financing available in order to complete such purchase;
and



          (h) Agent shall have given its prior written consent to the terms and conditions of such
transfer.



5.2 Conditions to Seller’s Obligations




     The obligations of the Seller to convey and contribute the Transferred Assets on the Closing
Date shall be subject to the satisfaction of the following conditions:



          (a) All representations and warranties of the Borrower contained in this Purchase Agreement
shall be true and correct in all material respects with the same effect as though such
representations and warranties had been made on such date;



          (b) The Borrower shall have performed all other obligations required to be performed by the
provisions of this Purchase Agreement and not be in default hereunder;



          (c) Agent and the other financial institutions party thereto under the Seller Loan Agreement
shall have delivered to Borrower their consent(s) to the sale and transfer of the Transferred
Assets to Borrower, and Agent and the other financial institutions party thereto under the Seller
Loan Agreement shall have filed and recorded or delivered to Borrower for filing and recording such
termination statements, releases of



23









 







mortgages, and documents of similar import in order to terminate and extinguish their security
interest in the Transferred Assets;



          (d) No Manager Default shall have occurred and then be continuing or result from the transfer
of such Transferred Assets; and



          (e) All corporate and legal proceedings and all instruments in connection with the
transactions contemplated by this Purchase Agreement shall be satisfactory in form and substance to
the Seller, and the Seller shall have received from the Borrower copies of all documents
(including, without limitation, records of corporate proceedings) relevant to the transactions
herein contemplated as the Seller may reasonably have requested.



ARTICLE VI




TERMINATION




6.1 Termination




     The respective obligations and responsibilities of the Seller and the Borrower created by this
Purchase Agreement shall terminate upon the termination of the Loan Agreement and the payment of
all Outstanding Obligations thereunder.



6.2 Effect of Termination




     No termination or rejection or failure to assume the executory obligations of this Purchase
Agreement in the bankruptcy of the Seller or the Borrower shall be deemed to impair or affect the
obligations pertaining to any executed conveyance or executed obligations, including, without
limitation, breaches of representations and warranties by the Seller or the Borrower occurring
prior to the date of such termination. Without limiting the foregoing, prior to termination,
neither the failure of the Borrower to deliver a Borrower Certificate pursuant to Section 4.2, nor
the failure of the Seller to pay a Warranty Purchase Amount shall render such transfer or
obligation executory, nor shall the continued duties of the parties pursuant to Article IV of this
Purchase Agreement render an executed conveyance executory.



ARTICLE VII




INDEMNIFICATION PAYMENTS




7.1 Indemnification




     The Seller agrees to indemnify and hold harmless the Borrower and the Agent and their
respective officers, directors, employees and agents (each, an “Indemnified Party”) against
any and all liabilities, losses, damages, penalties, costs and expenses (including reasonable,
out-of-pocket costs of defense and legal fees and



24









 




expenses) which may be incurred or suffered by such Indemnified Party (except to the extent
caused by the gross negligence or willful misconduct on the part of the Indemnified Party) as a
result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and
arising out of (a) breach by the Seller of the terms of this Purchase Agreement or any other
Transaction Document to which it is a party, (b) a breach by the Seller of any of its covenants
set forth in this Purchase Agreement or any other Transaction Document to which it is a party, (c)
any information certified in any schedule delivered by the Seller being untrue in any material
respect as of the date of such certification or (d) any representation or warranty of the Seller
proven to have been false or misleading in any material respect when made or deemed made herein or
in any Transaction Document; provided that the foregoing indemnity shall in no way be deemed to
impose on the Seller any obligation, other than to the extent specifically set forth in this
Section 7.1, to reimburse an Indemnified Party for losses arising solely from the failure of the
Transferred Assets to generate sufficient funds to repay the Outstanding Obligations. The
obligations of the Seller under this Section 7.1 shall survive the termination of this Purchase
Agreement.




ARTICLE VIII




MISCELLANEOUS PROVISIONS




8.1 Amendment




     This Purchase Agreement may be amended, modified or waived from time to time only by a written
instrument signed by the Seller and the Borrower only with the prior written consent of the Agent
and the Majority Lenders.



8.2 Governing Law




     This Purchase Agreement and any amendment hereof pursuant to Section 8.1 shall be construed in
accordance with and governed by the substantive laws of the State of New York (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 Purchase Agreement shall be determined
in accordance with such laws.



8.3 Notices




     All demands, notices, and communications under this Purchase Agreement shall be in writing and
shall be deemed to have been duly given, made and received (i) when delivered against receipt of
registered or certified mail or upon actual receipt of registered or certified mail, postage
prepaid, return receipt requested; (ii) when delivered by courier with appropriate evidence of
receipt; or (iii) upon transmission via facsimile or telex with appropriate evidence of receipt (a)
in the case of the Seller, at the following address: Cronos Finance (Bermuda) Limited, Clarendon
House, Church Street, Hamilton HM 11, Bermuda, Attn: Secretary, Telephone: 441 295-1422, Telefax:
441 292-4720, with a copy to: Cronos Containers Limited, The Ice House, Dean Street, Marlow,



25









 




Buckinghamshire SL7 3AB, England, Attn: Frank P. Vaughan, Telephone: 44 1628-405580, Telefax:
44 1628-405648, and (b) in the case of the Borrower at the following address: CF Leasing Ltd.,
Clarendon House, Church Street, Hamilton HM 11, Bermuda, Attn: Secretary, Telephone: 441 295-1422,
Telefax: 441 292-4720, with a copy to: Cronos Containers Limited, The Ice House, Dean Street,
Marlow, Buckinghamshire SL7 3AB, England, Attn: Frank P. Vaughan, Telephone: 44 1628-405580,
Telefax: 44 1628-405648. Copies of all notices to all parties (without duplication) shall be
delivered to the Agent, at the following address: Fortis Bank (Nederland) N.V., Coolsingel 93/1
P.O. Box 749, 3000 AS Rotterdam, The Netherlands, Telephone: + 31 10 401 6160, Telefax: + 31 10 401
6014 Attention: Menno van Lacum. Any party may alter the address to which communications are to be
sent by giving notice of such change of address in conformity with the provisions of this Section
8.3 for giving notice and by otherwise complying with any applicable terms of this Purchase
Agreement.




8.4 Severability of Provisions




     If any one or more of the covenants, agreements, provisions, or terms of this Purchase
Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Purchase Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Purchase Agreement.



8.5 Assignment




     Notwithstanding anything to the contrary contained in this Purchase Agreement, this Purchase
Agreement may not be assigned by the Seller except as provided in Section 4.1(a), without the prior
written consent of Borrower and all of the Lenders and, except as provided in Section 2.2(e), this
Purchase Agreement may not be assigned by the Borrower without the prior written consent of the
Seller and all of the Lenders. Whether or not expressly stated, all representations, warranties,
covenants and agreements of the Seller and the Borrower in this Purchase Agreement, or in any
document delivered by any of them in connection with this Purchase Agreement, shall be for the
benefit of, and shall be exercisable by, the Agent on behalf of the Lenders.



8.6 Further Assurances




     The Seller and the Borrower agree to do such further acts and things and to execute and
deliver such additional assignments, agreements, powers and instruments as are required to carry
into effect the purposes of this Purchase Agreement or to better assure and confirm unto the Agent
or the Lenders their rights, powers and remedies hereunder.



8.7 No Waiver; Cumulative Remedies




     No failure to exercise and no delay in exercising, on the part of the Borrower or the Seller,
any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or



26









 




privilege hereunder preclude any other or further exercise hereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exhaustive of any rights, remedies, powers and privilege provided by law.




8.8 Counterparts




     This Purchase Agreement may be executed in two or more counterparts (and by different parties
on separate counterparts), each of which shall be an original, but all of which shall constitute
one and the same instrument. Delivery of an executed counterpart of this Purchase Agreement by
facsimile or by electronic means shall be equally effective as the delivery of an originally
executed counterpart.



8.9 Binding Effect; Third-Party Beneficiaries




     This Purchase Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns.



8.10 Merger and Integration




     Except as specifically stated otherwise herein, this Purchase Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Purchase Agreement. This Purchase Agreement may not be
modified, amended, waived or supplemented except as provided herein.



8.11 Headings




     The headings herein are for purposes of reference only and shall not otherwise affect the
meaning or interpretation of any provision hereof.



8.12 Schedules and Exhibits




     The schedules and exhibits attached hereto and referred to herein shall constitute a part of
this Purchase Agreement and are incorporated into this Purchase Agreement for all purposes.



8.13 General Interpretive Principles




     For purposes of this Purchase Agreement except as otherwise expressly provided or unless the
context otherwise requires:



          (a) the terms defined in this Purchase Agreement have the meanings assigned to them in this
Purchase Agreement and include the plural as well as the singular, and the use of any gender herein
shall be deemed to include the other gender;



27









 





          (b) accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles as in effect on the date hereof;



          (c) references herein to “Articles”, “Sections”, “Subsections”, “paragraphs”, and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
paragraphs and other subdivisions of this Purchase Agreement;



          (d) a reference to a Subsection without further reference to a Section is a reference to such
Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to paragraphs and other subdivisions;



          (e) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this
Purchase Agreement as a whole and not to any particular provision; and



          (f) the term “include” or “including” shall mean without limitation by reason of enumeration.



8.14 Third Party Beneficiaries




     The Agent shall be a third party beneficiary and shall be entitled to enforce its rights as if
it were a party hereto.



8.15 Consent To Jurisdiction




     ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE SELLER OR THE BORROWER ARISING OUT OF OR
RELATING TO THIS PURCHASE AGREEMENT, 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 BOTH THE
SELLER AND THE BORROWER HEREBY WAIVE 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
PURCHASE AGREEMENT, THE SELLER AND THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE SELLER AND THE BORROWER HEREBY
IRREVOCABLY APPOINT AND DESIGNATE 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 THE SELLER AND THE
BORROWER AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH
PROCESS ON SUCH PERSON. PURSUANT TO NEW YORK GENERAL OBLIGATION LAW SECTION 5-1402, THE SELLER AND
THE BORROWER SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT OF



28









 




SUCH AUTHORIZED AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THIS PURCHASE AGREEMENT AND THE LOAN
AGREEMENT SHALL HAVE BEEN PAID IN FULL. IF SUCH AGENT SHALL CEASE TO SO ACT, THE SELLER OR THE
BORROWER, AS THE CASE MAY BE, SHALL IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT
SATISFACTORY TO THE AGENT AND SHALL PROMPTLY DELIVER TO THE AGENT EVIDENCE IN WRITING OF SUCH OTHER
AGENT’S ACCEPTANCE OF SUCH APPOINTMENT.




8.16 Judgment Currency




     This is an international financing transaction in accordance with which the specification of
Dollars is of the essence, and Dollars shall be the currency of account hereunder and in the case
of all obligations under the Transaction Documents. The payment obligations of the Borrower, the
Seller, Manager and Agent under the Transaction Documents shall not be discharged by an amount paid
in a currency, or in a place other than that specified with respect to such obligations, whether
pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to
Dollars and transfer to the specified place of payment under normal banking procedures does not
yield the amount of Dollars, in such place, due under the governing Transaction Documents. In the
event that any payment, whether pursuant to a judgment or otherwise, upon conversion and transfer
does not result in payment of such amount of Dollars in the specified place of payment, the obligee
of such payment shall have a separate cause of action against the party making the same for the
additional amount necessary to yield the amount due and owing under such Transaction Documents.
If, for the purpose of obtaining a judgment in any court with respect to any obligation of a party
under any of the Transaction Documents or any of the agreements contemplated thereby, it shall be
necessary to convert to any other currency any amount in Dollars due thereunder and a change shall
occur between the rate of exchange applied in making such conversion and the rate of exchange
prevailing on the date of payment of such judgment, the respective judgment debtor agrees to pay
such additional amounts (if any) as may be necessary to ensure that the amount paid on the date of
payment is the amount in such other currency which, when converted into Dollars and transferred to
New York, New York, in accordance with normal banking procedures will result in the amount then due
under the respective Transaction Document in Dollars. Any amount due from the respective judgment
debtor shall be due as a separate debt and shall not be affected by or merged into any judgment
being obtained for any other sum due under or in respect of any Transaction Document. In no event,
however, shall the respective judgment debtor be required to pay a larger amount in such other
currency, at the rate of exchange in effect on the date of payment than the amount of Dollars
stated to be due under the respective Transaction Document, so that in any event the obligations of
the respective judgment debtor under the Transaction Document will be effectively maintained as
Dollar obligations.



8.17 Waiver Of Jury Trial




     EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY
RIGHTS IT MAY



29









 




HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT
OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS PURCHASE
AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION
OR ENFORCEMENT HEREOF OR THEREOF.




8.18 Waiver of Immunity




     To the extent that any party hereto or any of its property is or becomes entitled at any time
to any immunity on the grounds of sovereignty or otherwise from any legal actions, suits or
proceedings, from set-off or counterclaim, from the jurisdiction or judgment of any competent
court, from service of process, from execution of a judgment, from attachment prior to judgment,
from attachment in aid of execution, or from execution prior to judgment, or other legal process in
any jurisdiction, such party, for itself and its successors and assigns and its property, does
hereby irrevocably and unconditionally waive, and agrees not to plead or claim, any such immunity
with respect to its obligations, liabilities or any other matter under or arising out of or in
connection with this Purchase Agreement, the other Transaction Documents or the subject matter
hereof or thereof, subject, in each case, to the provisions of the Transaction Documents and
mandatory requirements of applicable law.



[Signature page follows.]




30









 





     IN WITNESS WHEREOF, the Seller and the Borrower have caused this Purchase Agreement to be duly
executed by their respective officers as of the day and year first above written.



CRONOS
FINANCE
(BERMUDA) LIMITED                
                




	 	 	 	 	 
	 

	 	By: /s/ Peter J. Younger
	 	 
	 

	 	 

Name: Peter J. Younger	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	 

	 	CF LEASING LTD.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Dennis J. Tietz
 
	 	 
	 

	 	Name: Dennis J. Tietz	 	 
	 

	 	Title: Director