exv10w56



 






Exhibit 10.56




AMENDMENT NUMBER 4 TO MEMBERS AGREEMENT




     THIS AMENDMENT NUMBER 4, dated as of August 1, 2005 (this “Amendment”), to the Members
Agreement, dated as of September 18, 2002, and amended by Amendment Number 1 thereto as of June 15,
2004, Amendment Number 2 thereto as of July 8, 2004, and Amendment Number 3 thereto as of June 15,
2005 (as amended or supplemented from time to time as permitted thereby, the “Members
Agreement”), among CF LEASING LTD., a company organized and existing under the laws of Bermuda
(together with its successors and permitted assigns, the “Borrower”), FB AVIATION &
INTERMODAL FINANCE HOLDING B.V. (f/k/a MeesPierson Transport & Logistics Holding B.V.), a Besloten
Vennootschap organized and existing under the laws of The Netherlands (“FBH”), and CRONOS
EQUIPMENT (BERMUDA) LIMITED, a company organized and existing under the laws of Bermuda
(“Cronos”), and joined by THE CRONOS GROUP, a societe anonyme holding organized and
existing under the laws of Grand Duchy of Luxembourg.



WITNESSETH:




     WHEREAS, the parties previously entered into the Members Agreement; and




     WHEREAS, the parties desire to amend the Members Agreement in order to modify certain
provisions of the Members Agreement.



     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 Members Agreement.



     SECTION 2. Amendment to the Members Agreement. Effective upon the date hereof,
following the execution and delivery hereof,



     (a) Section 1.1 shall be amended by deleting the term “Commitment Expiration Date” in its
entirety and replacing it with the following:




“Commitment Expiration Date. The earlier to occur of (x) the date on which an Early
Amortization Event occurs and (y) June 14, 2006 (or, in the case of clause (y), such
later date as may be agreed to by all of the Members).”; and



     (b) The Commitment of each Member shall be increased from Twenty Million Dollars ($20,000,000)
to Thirty Million Dollars ($30,000,000). Accordingly, Exhibit C to the Members Agreement shall be
amended by deleting it in its entirety and replacing it with new Exhibit C attached to this
Amendment.



     SECTION 3. Effectiveness of Amendment; Terms of this Amendment.



     (a) This Amendment shall become effective as of August 1, 2005.



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     (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
Members Agreement, and (ii) each reference in the Members Agreement to “this Agreement” or
“hereof”, “hereunder” or words of like import, and each reference in any other document to the
Members Agreement shall mean and be a reference to the Members Agreement as amended or modified
hereby.



     (d) Except as expressly amended or modified hereby, the Members Agreement shall remain in full
force and effect and is hereby ratified and confirmed by the parties hereto.



     SECTION 4. 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.



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




     SECTION 6. Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE
PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR ANY TRANSACTION CONTEMPLATED
HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY AND COUNTY OF NEW YORK, STATE
OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF
ENFORCING THIS AMENDMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBY IRREVOCABLY APPOINT
AND 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 EACH PARTY HERETO AGREES THAT SERVICE OF
PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH



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PERSON. PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402, EACH PARTY HERETO SHALL
MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL THE TERMINATION OF THE
MEMBERS AGREEMENT. IF SUCH AGENT SHALL CEASE TO SO ACT, THE PARTIES HERETO SHALL IMMEDIATELY
DESIGNATE AND APPOINT ANOTHER SUCH AGENT AND SHALL PROMPTLY DELIVER TO THE PARTIES HERETO EVIDENCE
IN WRITING OF SUCH OTHER AGENT’S ACCEPTANCE OF SUCH APPOINTMENT.



[Signature page follows.]




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



	 	 	 	 	 	 	 
	 	 	CF LEASING LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis J. Tietz
 

Name: Dennis J. Tietz
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	CRONOS EQUIPMENT (BERMUDA) LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter J. Younger
 

Name: Peter Younger	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	THE CRONOS GROUP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis J. Tietz
 
	 	 
	 

	 	 	 	Name: Dennis J. Tietz	 	 
	 

	 	 	 	Title: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FB AVIATION & INTERMODAL FINANCE HOLDING B.V. (f/k/a
MeesPierson Transport & Logistics Holding B.V.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Zondag

 

Name: Zondag	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J.W. Kumpers
 

Name: J.W. Kumpers	 	 
	 

	 	 	 	Title: Director	 	 






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EXHIBIT C




STATED AMOUNTS AND PERCENTAGES




FOR MEMBERS




	 	 	 	 	 	 	 	 	 
	Name of Member
	 	Sharing Ratio	 	Aggregate Commitment
	Cronos Equipment (Bermuda) Limited
	 	 	50	%	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	FB Aviation & Intermodal Finance
Holding B.V.
	 	 	50	%	 	$	30,000,000