exv10w57



 






Exhibit 10.57




EXECUTION VERSION




CRONOS FINANCE (BERMUDA) LIMITED

Issuer




FORTIS BANK (NEDERLAND) N.V.

Agent




FORTIS BANK (NEDERLAND) N.V.

Noteholder




HOLLANDSCHE BANK-UNIE N.V.

Noteholder


and




NIB CAPITAL BANK N.V.

Noteholder




 






THIRD AMENDED AND RESTATED LOAN AGREEMENT




Dated as August 1, 2005




 






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 101.

	 	Defined Terms
	 	 	1	 
	Section 102.

	 	Other Definitional Provisions
	 	 	20	 
	Section 103.

	 	Interpretation of Loan Agreement
	 	 	20	 
	Section 104.

	 	Payments, Computations, Etc
	 	 	20	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	COMMITMENT OF NOTEHOLDERS; THE NOTES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 201.

	 	Amounts and Terms of the Loan Noteholder Commitments
	 	 	21	 
	Section 202.

	 	Interest Payments on the Notes and Commitment Fee
	 	 	22	 
	Section 203.

	 	Principal Payments on the Notes
	 	 	24	 
	Section 204.

	 	The Notes
	 	 	25	 
	Section 205.

	 	Registration; Registration of Transfer and Exchange of Notes
	 	 	26	 
	Section 206.

	 	Mutilated, Destroyed, Lost and Stolen Notes
	 	 	27	 
	Section 207.

	 	Delivery, Retention and Cancellation of Notes
	 	 	28	 
	Section 208.

	 	Taxes
	 	 	28	 
	Section 209.

	 	Illegality
	 	 	30	 
	Section 210.

	 	Increased Costs
	 	 	30	 
	Section 211.

	 	Inability to Determine Rates
	 	 	31	 
	Section 212.

	 	Capital Requirements
	 	 	31	 
	Section 213.

	 	Place and Time of Payment
	 	 	32	 
	Section 214.

	 	Offset
	 	 	32	 
	Section 215.

	 	Proration of Payments
	 	 	32	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	PAYMENT OF NOTES; STATEMENTS TO NOTEHOLDERS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 301.

	 	Trust Account
	 	 	32	 
	Section 302.

	 	Distributions from Trust Account
	 	 	33	 
	Section 303.

	 	Investment of Monies Held in the Trust Account
	 	 	34	 
	Section 304.

	 	Reports to Noteholders
	 	 	34	 
	Section 305.

	 	Records
	 	 	35	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	COLLATERAL	 	 	 	 
	 
	 	 	 	 	 	 
	Section 401.

	 	Collateral
	 	 	35	 
	Section 402.

	 	Pro Rata Interest
	 	 	37	 
	Section 403.

	 	Agent’s Appointment as Attorney-in-Fact
	 	 	38	 
	Section 404.

	 	Release of Security Interest
	 	 	39	 
	Section 405.

	 	Administration of Collateral
	 	 	39	 
	 

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 





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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 501.

	 	Existence
	 	 	39	 
	Section 502.

	 	Authorization
	 	 	39	 
	Section 503.

	 	No Conflict; Legal Compliance
	 	 	40	 
	Section 504.

	 	Validity and Binding
	 	 	40	 
	Section 505.

	 	Executive Offices
	 	 	40	 
	Section 506.

	 	No Agreements or Contracts
	 	 	40	 
	Section 507.

	 	Consents and Approval
	 	 	41	 
	Section 508.

	 	Margin Regulations
	 	 	41	 
	Section 509.

	 	Taxes
	 	 	41	 
	Section 510.

	 	Other Regulations
	 	 	41	 
	Section 511.

	 	Solvency
	 	 	41	 
	Section 512.

	 	Survival of Representations and Warranties
	 	 	42	 
	Section 513.

	 	No Default
	 	 	42	 
	Section 514.

	 	Litigation and Continent Liabilities
	 	 	42	 
	Section 515.

	 	Title; Liens
	 	 	42	 
	Section 516.

	 	Subsidiaries
	 	 	42	 
	Section 517.

	 	No Partnership
	 	 	42	 
	Section 518.

	 	Pension and Welfare Plans
	 	 	42	 
	Section 519.

	 	Ownership of Issuer
	 	 	42	 
	Section 520.

	 	Perfected Priority Lien
	 	 	42	 
	Section 521.

	 	Trademarks, Patents, Copyrights, Franchises and Liens
	 	 	42	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 601.

	 	Payment of Principal and Interest; Payment of Taxes
	 	 	43	 
	Section 602.

	 	Maintenance of Office
	 	 	43	 
	Section 603.

	 	Existence
	 	 	43	 
	Section 604.

	 	Protection of Collateral
	 	 	43	 
	Section 605.

	 	Performance of Obligations
	 	 	44	 
	Section 606.

	 	Negative Covenants
	 	 	44	 
	Section 607.

	 	Non-Consolidation of Issuer
	 	 	45	 
	Section 608.

	 	No Bankruptcy Petition
	 	 	45	 
	Section 609.

	 	Liens
	 	 	45	 
	Section 610.

	 	Other Debt
	 	 	45	 
	Section 611.

	 	Guarantees, Loans, Advances and Other Liabilities
	 	 	45	 
	Section 612.

	 	Consolidation, Merger and Sale of Assets
	 	 	46	 
	Section 613.

	 	Other Agreements
	 	 	46	 
	Section 614.

	 	Charter Documents
	 	 	46	 
	Section 615.

	 	Capital Expenditures
	 	 	46	 
	Section 616.

	 	Permitted Activities
	 	 	46	 
	Section 617.

	 	Investment Company Act
	 	 	47	 
	Section 618.

	 	Payments of Collateral
	 	 	47	 
	Section 619.

	 	Notices
	 	 	47	 
	Section 620.

	 	Books and Records
	 	 	47	 
	Section 621.

	 	Taxes
	 	 	47	 
	Section 622.

	 	Subsidiaries
	 	 	47	 
	Section 623.

	 	Investments
	 	 	47	 
	Section 624.

	 	Use of Proceeds
	 	 	47	 
	Section 625.

	 	Managerial Report
	 	 	48	 
	Section 626.

	 	Interest Rate Hedge Agreements
	 	 	48	 
	Section 627.

	 	Financial Statements
	 	 	48	 
	Section 628.

	 	Seller Notes
	 	 	49	 






-ii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 629.

	 	Maintenance of the Collateral
	 	 	49	 
	Section 630.

	 	Insurance
	 	 	49	 
	Section 631.

	 	Nonconsolidation Matters
	 	 	49	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DISCHARGE OF LOAN AGREEMENT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 701.

	 	Full Discharge
	 	 	51	 
	Section 702.

	 	Unclaimed Funds
	 	 	51	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFAULT PROVISIONS AND REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 801.

	 	Event of Default
	 	 	52	 
	Section 802.

	 	Acceleration of Stated Maturity; Rescission and Annulment
	 	 	54	 
	Section 803.

	 	Collection of Indebtedness
	 	 	54	 
	Section 804.

	 	Remedies
	 	 	55	 
	Section 805.

	 	Agent May Enforce Claims Without Possession of Notes
	 	 	56	 
	Section 806.

	 	Allocation of Money Collected
	 	 	56	 
	Section 807.

	 	Limitation on Suits
	 	 	56	 
	Section 808.

	 	Unconditional Right of Holders to Receive Principal and Interest
	 	 	57	 
	Section 809.

	 	Restoration of Rights and Remedies
	 	 	57	 
	Section 810.

	 	Rights and Remedies Cumulative
	 	 	57	 
	Section 811.

	 	Delay or Omission Not Waiver
	 	 	58	 
	Section 812.

	 	Control by Majority of Holders
	 	 	58	 
	Section 813.

	 	Waiver of Past Defaults
	 	 	58	 
	Section 814.

	 	Undertaking for Costs
	 	 	58	 
	Section 815.

	 	Waiver of Stay or Extension Laws
	 	 	59	 
	Section 816.

	 	Reserved
	 	 	59	 
	Section 817.

	 	Sale of Collateral
	 	 	59	 
	Section 818.

	 	Action on Notes
	 	 	59	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE AGENT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 901.

	 	Appointment and Authorization
	 	 	60	 
	Section 902.

	 	Delegation of Duties
	 	 	60	 
	Section 903.

	 	Liability of Agent
	 	 	60	 
	Section 904.

	 	Reliance by the Agent
	 	 	61	 
	Section 905.

	 	Notice of Default
	 	 	61	 
	Section 906.

	 	Credit Decision
	 	 	61	 
	Section 907.

	 	Indemnification
	 	 	62	 
	Section 908.

	 	Agent in Individual Capacity
	 	 	62	 
	Section 909.

	 	Successor Agent
	 	 	63	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	CONDITIONS OF EFFECTIVENESS AND SUBSEQUENT ADVANCES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1001.

	 	Effectiveness
	 	 	63	 
	Section 1002.

	 	Subsequent Advances
	 	 	65	 






-iii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 1003.

	 	Incremental Amendments
	 	 	65	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	[RESERVED]	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1201.

	 	Compliance Certificates and Opinions
	 	 	65	 
	Section 1202.

	 	Form of Documents Delivered to Agent
	 	 	66	 
	Section 1203.

	 	Acts of Holders
	 	 	66	 
	Section 1204.

	 	Inspection
	 	 	67	 
	Section 1205.

	 	Limitation of Rights
	 	 	68	 
	Section 1206.

	 	Covenant Calculation
	 	 	68	 
	Section 1207.

	 	Effect on Prior Agreement
	 	 	68	 
	Section 1208.

	 	Severability
	 	 	68	 
	Section 1209.

	 	Notices
	 	 	68	 
	Section 1210.

	 	Consent to Jurisdiction
	 	 	68	 
	Section 1211.

	 	Captions
	 	 	69	 
	Section 1212.

	 	GOVERNING LAW
	 	 	69	 
	Section 1213.

	 	No Petition
	 	 	69	 
	Section 1214.

	 	General Interpretive Principles
	 	 	69	 
	Section 1215.

	 	Counterparts
	 	 	70	 
	Section 1216.

	 	CONSENT TO JURISDICTION
	 	 	70	 
	Section 1217.

	 	Judgment Currency
	 	 	70	 
	Section 1218.

	 	WAIVER OF JURY TRIAL
	 	 	71	 
	Section 1219.

	 	Waiver of Immunity
	 	 	71	 
	Section 1220.

	 	Confidentiality
	 	 	71	 
	Section 1221.

	 	Binding Effect; Assignability
	 	 	72	 
	Section 1222.

	 	Authorization to File Financing Statements
	 	 	72	 
	Section 1223.

	 	No Restriction on Dividends
	 	 	72	 






-iv-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	 	Page
	EXHIBIT A -

	 	Depreciation Methods by Type of Container	 	 
	EXHIBIT B -

	 	[Reserved]	 	 
	EXHIBIT C -

	 	Form of Note	 	 
	EXHIBIT D -

	 	List of Agreed Upon Procedures	 	 
	 
	SCHEDULE 1

	 	Trademarks, Patents, Franchises and Licenses	 	 
	SCHEDULE 2

	 	Scheduled Targeted Principal Balance Percentage	 	 
	SCHEDULE 3

	 	Commitments	 	 






-v-









 






          This Third Amended and Restated Loan Agreement, dated as of July 30, 1999, amended and
restated as of July 19, 2001, second amended and restated as of September 23, 2003 and third
amended and restated as of August 1, 2005 (as amended or supplemented from time to time as
permitted hereby, this “Loan Agreement”), between CRONOS FINANCE (BERMUDA) LIMITED, a
company organized and existing under the laws of the Islands of Bermuda (the “Issuer”),
FORTIS BANK (NEDERLAND) N.V. (f/k/a MeesPierson N.V.), a Naamloze Vennootschap, as agent on behalf
of the Noteholders (in such capacity, the “Agent”) and itself, as the Noteholder (the
“Initial Noteholder”), and NIB CAPITAL BANK N.V. (“NIB”), a Naamloze Vennootschap,
and HOLLANDSCHE BANK-UNIE N.V. (“HBU”), a Naamloze Vennootschap, each as a Noteholder (a
“Noteholder”).



W
I T N E S S E T H:




          WHEREAS, the parties hereto have agreed to amend and restate the terms of this Agreement in
order to, inter alia, (i) change their respective Commitments effective as of the date hereof to
the amounts set forth on Schedule 3 attached hereto, (ii) exchange the promissory notes
issued under the Second Amended and Restated Loan Agreement dated as of September 23, 2003, as
previously amended, for new Notes and (iii) to make certain other amendments, all upon the terms,
and subject to the conditions, hereinafter set forth, and in reliance on the representations and
warranties of Issuer set forth herein;



          NOW, THEREFORE, in consideration of the mutual agreements herein contained, each party agrees
as follows:



ARTICLE I




DEFINITIONS




          Section 101. Defined Terms. Capitalized terms used in this Loan Agreement shall have
the following meanings and the definitions of such terms shall be equally applicable to both the
singular and plural forms of such terms:



          Account Debtor: Any “account debtor,” as such term is defined in Section 9-102(a)(3) of the
UCC.



          Accounts: Any “account,” as such term is defined in Section 9-102(a)(2) of the UCC.



          Accumulated Depreciation: As of any date of determination shall mean the excess of (i) the
Original Equipment Cost of the Containers over (ii) the Net Book Value of such Containers as of the
end of the most recently concluded fiscal quarter.



          Address: With respect to any Noteholder, the office or offices of the Noteholder specified in
the Note Register.



 -1-










 





          Adjusted LIBOR: For each Interest Period, an interest rate per annum (rounded upward to the
nearest 1/16th of one percent (0.0625%)) determined pursuant to the following formula:



	 	 	 	 	 
	    Adjusted LIBOR =

	 	LIBOR	 	 
	 

	 	 	 	 
	 

	 	1.00 - Eurodollar Reserve Percentage	 	 






The Adjusted LIBOR shall be adjusted automatically as of the effective date of any change in the
Eurodollar Reserve Percentage.



          Administration Agreement: The Amended and Restated Administration Agreement, dated as of July
19, 2001, entered into between the Administrator and the Issuer, as such agreement shall be
amended, supplemented or modified from time to time in accordance with its terms.



          Administrator: Cronos Containers (Cayman) Ltd., a company organized under the laws of the
Cayman Islands.



          Advance: An advance made by the Noteholders pursuant to the provisions of Section 201 of this
Loan Agreement.



          Affiliate: With respect to any Person, any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control”, when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



          Agent: The Person performing the duties of the Agent under this Loan Agreement, initially,
Fortis.



          Agent-Related Persons: Fortis and any successor Agent appointed pursuant to Article IX hereof,
together with their respective Affiliates and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.



          Aggregate Book Value of Net Finance Lease Receivables: As of any date of determination, an
amount equal to the sum of the Book Values of Net Finance Lease Receivables of all Eligible
Containers that are subject to a Finance Lease.



          Article 2A: Article 2A (or its equivalent) of the UCC.



          Asset Base: As of any date of determination, an amount equal to the sum, without duplication:




	 	(1)	 	the product of (x) seventy-five percent (75%) and (y) the sum
of the Net Book Values (determined as of the Effective Date or the last day of
the immediately preceding Collection Period, as applicable) of all Eligible




 -2-









 










	 	 	 	Containers that are not subject to a Finance Lease then owned by the Issuer;
	 
	 	(2)	 	the product of (x) seventy-five percent (75%) and (y) the
Aggregate Book Value of Net Finance Lease Receivables; and
	 
	 	(3)	 	100% of the amounts then on deposit in immediately available
funds in the Trust Account.





          In determining the amount set forth in clause (y) of numbered subparagraphs (1) and (2) above,
the Net Book Value of any Container that has been sold by the Issuer or that has suffered a
Casualty Event shall be equal to zero.



          Asset Base Certificate: A certificate completed by the Administrator with appropriate
insertions setting forth the components of the Asset Base as of the last day of the Collection
Period for which such certificate is submitted, which certificate shall be substantially in the
form of Exhibit C to the Management Agreement and shall be certified by an Authorized Signatory.



          Authorized Signatory: Any person designated by written notice delivered to the Agent as
authorized to execute documents and instruments on behalf of any Person.



          Availability: As of any date of determination for any Noteholder, the excess, if any, of (x)
the Commitment of such Noteholder on such date of determination over (y) the Principal Balance of
the Note owned by such Noteholder on such date of determination.



          Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as amended.



          Book Value of Net Finance Lease Receivables: With respect to any Container subject to a
Finance Lease as of any date of determination, an amount equal to the book value of the net finance
lease receivables as determined in accordance with GAAP.



          Breakage Costs: Any amount or amounts as shall compensate a Noteholder for any loss, cost or
expense incurred by such Noteholder in connection with funding obtained by it with respect to an
Advance (as reasonably determined by such Noteholder) as a result of the failure of a requested
Advance to be made when requested or a prepayment by the Issuer of all or a portion of principal or
interest thereof; provided, that Noteholders shall use reasonable efforts to mitigate such Breakage
Costs.



          Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions
in Amsterdam, The Netherlands, Bermuda, The City of New York or in London are authorized or are
obligated by law, executive order or governmental decree to be closed.



          Capital Lease Obligations: For The Cronos Group, at the time any determination is to be made,
the amount of the liability in respect of a capital lease that



 -3-









 




would at that time be required to be capitalized on The Cronos Group’s balance sheet in
accordance with GAAP.




          Carrier Lease: This term shall have the meaning set forth in the Management Agreement.



          Casualty Event: Any of the following events with respect to any Container: (a) the actual
total loss or compromised total loss of such Container, (b) such Container shall become lost,
stolen, destroyed, damaged beyond repair or permanently rendered unfit for use for any reason
whatsoever, (c) the seizure of such Container for a period exceeding sixty (60) days or the
condemnation or confiscation of such Container (d) if such Container is subject to a Lease, such
Container shall have been deemed under its Lease to have suffered a casualty loss as to the entire
Container or (e) the sale of such Container at the end of its economic life.



          Casualty Proceeds: Any payment by, or on behalf of, the Issuer from any source in connection
with a Casualty Event with respect to a Container.



          CF Leasing: CF Leasing Ltd., a company organized and existing under the laws of the Islands of
Bermuda.



          Change of Control: Any one or more of the following: (A) with respect to the Manager, the
failure of the Manager to be a direct or indirect wholly-owned subsidiary of The Cronos Group; or
(B) with respect to the Guarantor, any of the following events: (a) any “person” or “group” (as
such terms are used in Section 13(d) and 14(d) of the Securities Act) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Act, except that a person shall be
deemed to have “beneficial ownership” of all securities that such Person has the right to acquire,
whether such right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than fifty percent (50%) of the aggregate voting power of all classes of voting
stock of the Guarantor; and (b) the Guarantor amalgamates or consolidates with, or merges with or
into, another Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person amalgamates or consolidates with, or
merges with or into, the Guarantor, in any such event pursuant to a transaction in which the
outstanding voting stock of all classes of the Guarantor is converted into or exchanged for cash,
securities or other property, other than any such transaction in which (i) the outstanding voting
stock of each class of the Guarantor is converted into or exchanged for voting stock (other than
redeemable capital stock) of the surviving or transferee company or corporation and (ii) the
holders of each class of the voting stock of the Guarantor immediately prior to such transaction
own, directly or indirectly, not less than a majority of each class of the voting stock of the
surviving or transferee company or corporation immediately after such transaction.



          Chattel Paper: Any “chattel paper,” as such term is defined in Section 9-102(a)(11) of the
UCC, arising out of or in any way related to the Containers and now owned or hereafter acquired by
Issuer.



          Closing Date: The date on which each of the conditions precedent set forth in Article X of
this Loan Agreement shall have been duly fulfilled or satisfied.



 -4-









 





          Code: The United States Internal Revenue Code of 1986, as amended, or any successor statute
thereto.



          Collateral: This term shall have the meaning set forth in Section 401 of this Loan Agreement.



          Collection Period: The period commencing on the Effective Date and ending on the next
succeeding Collection Period Date and thereafter each successive calendar month commencing on the
day after a Collection Period Date and ending on the next succeeding Collection Period Date.



          Collection Period Date: The last day of each calendar month so long as any Note issued
hereunder is Outstanding.



          Commitment: Forty-Five Million Dollars ($45,000,000) in aggregate, and, with respect to any
Noteholder, the purchase limit or commitment for such Noteholder set forth on Schedule 3
attached hereto.



          Commitment Fee: As such term is defined in Section 202(d) hereof.



          Consolidated Tangible Net Worth: The excess of (i) the total stockholder’s equity of The
Cronos Group, over (ii) all intangible assets included in the amount set forth in clause (i), in
each case as determined in accordance with United States generally accepted accounting principles
and as reported on the most recently available financial statements of The Cronos Group delivered
to the Agent and the Noteholders in accordance with the terms of the Transaction Documents;
provided, however, that for purposes of this definition, any adjustments, both positive and
negative, to either or both of the amounts set forth in either clause (i) or clause (ii) arising
from the implementation of Statement of Financial Accounting Standards No. 133 issued by the
Financial Accounting Standards Board shall be disregarded for purposes of this calculation.



          Container: Any dry cargo, refrigerated, tank or special purpose container (including, but not
limited to, open top, bulk, flat rack, high cube and cellular palletwide containers) owned by the
Issuer and held for lease or hire.



          Container Related Agreement: Any agreement relating to the Containers or agreements relating
to the use, lease or management of such Containers whether in existence on the Effective Date or
thereafter acquired, including, but not limited to, all Leases, the Management Agreement, the
Purchase Agreement, the Administration Agreement and the Chattel Paper.



          Container Representations and Warranties: This term shall have the meaning set forth in the
Purchase Agreement.



          Container Sale Agreement: This term shall have the meaning set forth in the Purchase
Agreement.



 -5-









 





          Contracts: All contracts, undertakings, franchise agreements or other agreements (other than
rights evidenced by Chattel Paper, Documents or Instruments), arising out of or in any way related
to the Containers, in or under which Issuer may now or hereafter have any right, title or interest,
including, without limitation, the Management Agreement, the Administration Agreement, each
Purchase Agreement (including any Container Sale Agreements and Substitute Container Contribution
Agreements issued pursuant to the terms of such Purchase Agreement), any Interest Rate Hedge
Agreements and any related agreements, security interests or UCC or other financing statements and,
with respect to an Account, any agreement relating to the terms of payment or the terms of
performance thereof.



          Determination Date: The second (2nd) Business Day prior to any Payment Date.



          Disposition Fee: This term shall have the meaning set forth in the Management Agreement.



          Distributable Cash Flow: This term shall have the meaning set forth in Section 302(a) of this
Loan Agreement.



          Distribution Report: This term shall have the meaning set forth in the Management Agreement.



          Documents: Any “documents,” as such term is defined in Section 9-102(a)(30) of the UCC,
arising out of or in any way related to the Containers and now owned or hereafter acquired by the
Issuer.



          Dollars or the sign $: Lawful money of the United States of America.



          Drawdown Date: Any Business Day on which an Advance is made.



          Effective Date: The date on which the third amendment and restatement of the Original Loan
Agreement occurs, which for purposes of this Loan Agreement shall be deemed to be August 1, 2005.



          Eligible Container: Any Container which, when considered with all other Containers then owned
by the Issuer, shall comply with each of the following requirements:




     (i) Maximum Concentration of Refrigerated Containers. After giving
effect to the transfer of Containers on any Transfer Date, the sum of the Net Book
Values of all Eligible Containers then owned by the Issuer which are refrigerated
Containers shall not be greater than an amount equal to fifty percent (50%) of the
aggregate Net Book Value of all Eligible Containers on such Transfer Date;




     (ii) Maximum Concentration of Tank Containers. After giving effect to
the transfer of Containers on any Transfer Date, the sum of the Net Book Values of
all Eligible Containers then owned by the Issuer which are tank Containers shall not
be greater than an amount equal to twenty-five percent (25%) of the aggregate Net
Book Value of all Eligible Containers on such Transfer Date;



 -6-









 






     (iii) Maximum Concentration of Specialized Containers. After giving
effect to the transfer of Containers on any Transfer Date, the sum of the Net Book
Values of all Eligible Containers then owned by the Issuer which are special
Containers (including, but not limited to, open top, flat rack, bulk flat rack,
cellular palletwide containers and roll trailers) shall not be greater than
twenty-five percent (25%) of the aggregate Net Book Value of all Eligible Containers
on such Transfer Date;




     (iv) Maximum Concentration for Single Lessee. After giving effect to
the transfer of Containers on any Transfer Date, the sum of the Net Book Values of
all Eligible Containers then owned by the Issuer which are leased to any single
lessee or sublessee shall not exceed twenty percent (20%) of the aggregate Net Book
Value of all Eligible Containers on such Transfer Date;




     (v) Specifications. The Container conforms to the applicable Seller’s
standard specifications for that category of Container and to any applicable
standards promulgated by applicable international standards organizations;




     (vi) Container Representations and Warranties. The Container complies
with the Container Representations and Warranties;




     (vii) Concentration of Finance Leases. After giving effect to the
transfer of Containers on any Transfer Date, the Aggregate Book Value of Net Finance
Lease Receivables does not exceed an amount equal to the product of (a) fifty
percent (50%) and (b) the Asset Base;




     (viii) Bankrupt Lessees. As of the related Transfer Date, the
Container is not then under lease to a lessee which, to the best knowledge of the
Manager, is the subject of an Insolvency Proceeding; and




     (ix) Casualty Losses. To the best knowledge of the Manager, the
Container shall not have been subject to a Casualty Event.



          Equipment: This term shall have the meaning set forth in Section 9-102(a)(33) of the UCC.



          ERISA: The United States Employee Retirement Income Security Act of 1974, as amended.



          ERISA Affiliate: With respect to any Person, any other Person meeting the requirements of
Section 414(b), (c), (m) or (o) of the Code.



          Eurodollar Disruption Event: The occurrence of any of the following: (a) a determination by a
Noteholder that it would be contrary to law or to the directive of any central bank or other
governmental authority (whether or not having the force of law) to obtain United States dollars in
the London interbank market to make, fund or maintain any Advance, (b) the failure of one or more
of the Reference Banks to furnish timely information for the purposes of determining the Adjusted
LIBOR, (c) a determination by a Noteholder that the rate at which



 -7-









 




deposits of United States dollars are being offered to such Noteholder in the London interbank
market does not accurately reflect the cost to such Noteholder of making, funding or maintaining
any Advance or (d) the inability of such Noteholder to obtain United States dollars in the London
interbank market to make, fund or maintain any Advance.




          Eurodollar Reserve Percentage: The maximum reserve percentage (expressed as a decimal, rounded
upward to the nearest 1/100th of one percent (0.01%)) in effect on the date LIBOR for such Interest
Period is determined (whether or not applicable to any Bank) under regulations issued from time to
time by the Federal Reserve Board for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding
having a term comparable to such Interest Period.



          Event of Default: The occurrence of any of the events or conditions set forth in Section 801
of this Loan Agreement.



          Excluded Amounts: Any payments received from a lessee under a Lease in connection with any
taxes, fees or other charges imposed by any Governmental Authority, or indemnity payments for the
benefit of the originator of such Lease or maintenance payments made pursuant to such Lease or
other maintenance agreement.



          Exculpated Parties: This term shall have the meaning set forth in Section 204(e) hereof.



          Facility Fee: This shall be an amount set forth in the Fee Letter, dated as of August 1, 2005,
between Cronos Finance (Bermuda) Limited and Fortis.



          Federal Reserve Board: The Board of Governors of the United States Federal Reserve System or
any successor thereto.



          Final Payment Date: Three (3) years after the first Payment Date immediately succeeding the
Revolving Credit Loan Maturity Date.



          Finance Lease: This term shall have the meaning set forth in the Purchase Agreement.



          Fortis: Fortis Bank (Nederland) N.V. (f/k/a MeesPierson N.V.), and its permitted successors
and assigns.



          Generally Accepted Accounting Principles or GAAP: Those generally accepted accounting
principles and practices which are recognized as such by (i) in the case of the United States, the
American Institute of Certified Public Accountants acting through its Accounting Principles Board
or by the Financial Accounting Standards Board or through other appropriate boards or committees
thereof or (ii) in all other cases, by the appropriate boards or governing bodies in such
jurisdiction.



          General Intangibles: Any “general intangibles,” as such term is defined in Section
9-102(a)(42) of the UCC, arising out of or in any way related to the Containers and now



 -8-









 




owned or hereafter acquired by Issuer and, in any event, shall include, without limitation,
all right, title and interest which Issuer may now or hereafter have in or under any Contract,
interests in partnerships, joint ventures and other business associations, licenses, permits,
software, data bases, data, materials and records, claims in or under insurance policies, including
unearned premiums, uncertificated securities, deposit accounts, rights to receive tax refunds and
other payments and rights of indemnification.




          Governmental Authority: This term shall mean (a) any federal, state, county, municipal or
foreign government, or political subdivision thereof, (b) any governmental or quasi-governmental
agency, authority, board, bureau, commission, department, instrumentality or public body, (c) any
court or administrative tribunal or (d) with respect to any Person, any arbitration tribunal or
other non-governmental authority to whose jurisdiction that Person has consented.



          Gross Container Revenues: This term shall have the meaning set forth in the Management
Agreement.



          Guarantor: The Cronos Group, a Luxembourg societe anonyme holding, and its successors and
permitted assigns.



          Guarantor Event of Default: The occurrence of any of the events or conditions set forth in
Section 7 of the Guaranty, after the expiration of the applicable grace and cure periods.



          Guaranty: The Amended and Restated Guaranty, dated as of July 19, 2001, as amended by
Amendment 1 thereto dated September 23, 2003 and as amended by Amendment 2 thereto dated August 1,
2005, by the Guarantor in favor of the Agent on behalf of the Noteholders, as such agreement shall
be amended, supplemented or modified from time to time in accordance with its terms.



          Holder: See Noteholder.



          Indemnified Party: This term shall have the meaning set forth in Section 208 hereof.



          Indebtedness: With respect to any Person means, without duplication, (a) any obligation of
such Person for borrowed money, including, without limitation, (i) any obligation incurred through
the issuance and sale of bonds, debentures, notes or other similar debt instruments, and (ii) any
obligation for borrowed money which is non-recourse to the credit of such Person but which is
secured by any asset of such Person, (b) any obligation of such Person on account of deposits or
advances, (c) any obligation of such Person for the deferred purchase price of any property or
services, except accounts payable arising in the ordinary course of such Person’s business, (d) any
obligation of such Person as lessee under a capital lease, (e) any Indebtedness of another secured
by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person
and (f) any obligation in respect of interest rate hedging agreements.



 -9-









 





          Independent Accountant: Deloitte & Touche LLP or any other accounting firm which is (i)
“independent” (as defined in the Securities Act and the applicable published rules and regulations
thereunder) with respect to the Guarantor and its Affiliates and (ii) otherwise reasonably
acceptable to the Majority of Holders.



          Instruments: Any “instrument,” as such term is defined in Section 9-102(a)(47) of the UCC
arising out of or in any way related to the Containers and now owned or hereafter acquired by
Issuer, including, without limitation, all notes, certificated securities, and other evidences of
indebtedness, other than instruments that constitute, or are a part of a group of writings that
constitute, Chattel Paper.



          Insolvency Law: The Bankruptcy Code or similar insolvency, reorganization or debtor’s rights
law of any applicable jurisdiction in each case whether now or hereafter in effect.



          Insolvency Proceeding: For any Person, any of the following events:




     (a) the commencement of any case or other proceeding, in any court, seeking the
liquidation, reorganization, dissolution or winding up of such Person or the readjustment of
debts of such Person, the appointment of a trustee, receiver, custodian, liquidator,
assignee, sequestrator or the like for such Person or any substantial part of its assets, or
any similar action with respect to such Person under any law relating to bankruptcy,
insolvency, reorganization, winding up or composition or adjustment of debts, and such case
or proceeding shall continue undismissed, or unstayed and in effect for a period of 60 days;
or an order for relief in respect of such Person shall be entered in an involuntary case
under any Insolvency Law, or




     (b) the commencement of any voluntary case or other proceeding under any applicable
bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law
now or hereafter in effect, or such Person shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or the
like, of such Person or any substantial part of its property, or such Person shall make any
general assignment for the benefit of its creditors, or such Person shall fail to, or admit
in writing its inability to, pay its debts generally as they become due.



          Interest Arrearage: For any Payment Date, an amount equal to the excess, if any, of (a) the
Interest Payment for such Payment Date and any outstanding Interest Arrearage from the immediately
preceding Payment Date plus, to the extent permitted by law, interest on such amounts at the
Interest Rate from the immediately preceding Payment Date through (but not including) the current
Payment Date minus (b) the amount of Interest Payment and Interest Arrearage actually distributed
to the Noteholders on such Payment Date.



          Interest Coverage Ratio: For any Person on a consolidated basis, as of any date of
determination, the ratio of (a) the sum of (i) Net Income for the six (6) immediately preceding
fiscal quarters, (ii) the amount of the provision for income taxes included in the determination of
such Net Income, and (iii) all interest expense (including amortized loan fees and including
interest on intercompany indebtedness) for borrowed money included in the determination of such Net
Income to (b) the sum of interest expense (excluding amortized loan fees and, including



 -10-









 




to the extent paid, interest on intercompany indebtedness) for the six (6) immediately
preceding fiscal quarters for borrowed money.




          Interest Payment: For any Payment Date, an amount equal to the product of (i) (A) if the
Interest Rate is based on Adjusted LIBOR, a fraction, the numerator of which shall be equal to the
actual number of days elapsed during the Interest Period ending on the immediately preceding
Business Day and the denominator of which is equal to 360, or (B) if the Interest Rate is based on
Prime Rate, the numerator of which shall be equal to the actual number of days elapsed during the
Interest Period ending on the immediately preceding Business Day and the denominator of which is
equal to 365 or 366, as appropriate, (ii) the Interest Rate for the immediately preceding Interest
Period and (iii) the Principal Balance on the immediately preceding Payment Date (or, in the case
of the first Payment Date following the Effective Date, on the Effective Date), after giving effect
to any Principal Payments and Principal Arrearage paid on such preceding Payment Date.



          Interest Period: The one-month period, commencing on a Payment Date and ending on the Business
Day immediately preceding the next succeeding Payment Date; provided, however, the initial Interest
Period commence on the Effective Date and shall end on August 15, 2005.



          Interest Rate: For each Interest Period, a rate per annum equal to (A) except during the
continuation of a Eurodollar Disruption Event, the sum of (i) Adjusted LIBOR for such Interest
Period plus (ii) either (x) if no Event of Default is continuing, two percent (2.00%) per annum or
(y) at all times not covered by clause (x), Adjusted LIBOR for such Interest Period plus four
percent (4.00%) or (B) during the continuation of a Eurodollar Disruption Event, the sum of (i) the
Prime Rate in effect for each Interest Period and (ii) either (x) if no Event of Default is
continuing, two percent (2.00%) per annum, or (y) at all times not covered by clause (x), the Prime
Rate in effect for each Interest Period plus four percent (4.00%).



          Interest Rate Hedge Agreement: Any interest rate swap agreement, cap agreement or other
similar agreement entered into by the Issuer.



          Interest Rate Hedge Provider: Any counterparty to an Interest Rate Hedge Agreement entered
into by the Issuer.



          Inventory: Any “inventory,” as such term is defined in Section 9-102(a)(48) of the UCC.



          Investment: When used in connection with any Person, any investment by or of that Person,
whether by means of purchase or other acquisition of securities of any other Person or by means of
loan, advance, capital contribution, guaranty or other debt or equity participation or interest, or
otherwise, in any other Person, including any partnership and joint venture interests of such
Person in any other Person. The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity thereon (and without adjustment by
reason of the financial condition of such other Person) and shall, if made by the transfer or
exchange of property other than cash, be deemed to have been made in an original principal or
capital amount equal to the fair market value of such property.



 -11-









 





          Irrevocable Proxy: The irrevocable proxy, dated as of July 30, 1999, by The Cronos Group in
favor of an officer of the Agent.



          Issuer: Cronos Finance (Bermuda) Limited, a company organized and existing under the laws of
Bermuda, and its permitted successors and permitted assigns.



          Issuer Expenses: For any Collection Period, overhead and all other costs, expenses and
liabilities of the Issuer (other than Direct Operating Expenses paid pursuant to the Management
Agreement and any Management Fee) payable during such Collection Period (including costs and
expenses permitted to be paid to or by the Administrator in connection with the conduct of the
Issuer’s business), in each case determined on a cash basis, including but not limited to the
following:




     (i) administration expenses;




     (ii) accounting and audit expenses of the Issuer;




     (iii) premiums for liability, casualty, fidelity, directors and officers and
other insurance;




     (iv) directors’ fees and expenses;




     (v) legal fees and expenses;




     (vi) other professional fees; and




     (vii) taxes (including personal or other property taxes and all sales, value
added, use and similar taxes).



          Notwithstanding the foregoing, Issuer Expenses shall not include (1) depreciation or
amortization on the Containers and (2) payments of the principal balance of, and interest or
premium (if any) on the Notes.



          Lease: Each and every item of chattel paper, installment sales agreement, equipment lease or
rental agreement (including progress payment authorizations) to which a Container is subject,
including any Carrier Lease. The term “Lease” includes (a) all payments to be made thereunder
relating to a Container, (b) all rights of Issuer therein, and (c) any and all amendments,
renewals, extensions or guaranties thereof.



          Letter-of-Credit Rights: This term shall have the meaning set forth in Section 9-102(a)(51) of
the UCC.



          LIBOR: The London Inter-Bank Offered Rate (determined solely by the Agent), rounded upward to
the nearest 1/16th of one percent (0.0625%), at which Dollar deposits are offered to the Agent by
major banks in the London interbank market at or about 11:00 a.m., London Time, on a LIBOR
Determination Date, in an aggregate amount approximately equal to the then outstanding principal
balance of the Notes and for a period of time comparable to the number of days in the applicable
Interest Period. The determination of LIBOR by the Agent shall be conclusive in the absence of
manifest error.



 -12-









 





          LIBOR Determination Date: The second (2nd) Business Day prior to the first day of
the related Interest Period.



          Lien: Any security interest, lien, charge, pledge, equity or encumbrance of any kind.



          List of Containers: This term shall have the meaning set forth in the Purchase Agreement.



          Loan Agreement: This Third Amended and Restated Loan Agreement, dated as of August 1, 2005,
among the Issuer, the Agent and the Noteholders, and all amendments hereof and supplements hereto.



          Majority of Holders: The Noteholders representing more than sixty-six and two-thirds percent
(66 2/3%) of the then unpaid principal balance of the Notes then Outstanding.



          Management Agreement: The Second Amended and Restated Management Agreement, dated as of August
1, 2005, entered into by and between the Manager and the Issuer, as such agreement shall be
amended, supplemented or modified from time to time in accordance with its terms.



          Management Fee: For any Collection Period, the amount calculated as set forth in the
Management Agreement.



          Management Fee Arrearage: For any Payment Date, an amount equal to the excess, if any, of (a)
the Management Fee for such Payment Date and any unpaid Management Fees from all prior Payment
Dates over (b) the amount of Management Fee and Management Fee Arrearage actually paid to the
Manager on such Payment Date.



          Management Period: The period commencing on the Closing Date and ending on the next
succeeding Management Period Date and thereafter each successive period of three consecutive months
during the Term commencing on the day after a Management Period Date and ending on the next
succeeding Management Period Date.



          Management Period Date: The last day of each April, July, October and January during the
Term.



          Manager: The Person performing the duties of the Manager under the Management Agreement;
initially, Cronos Containers (Cayman) Ltd., a company organized under the laws of the Cayman
Islands, and its successors and permitted assigns.



          Manager Default: The occurrence of any of the events or conditions set forth in Section 9 of
the Management Agreement, after the expiration of the applicable grace and cure periods.



          Managing Officer: Any representative of the Administrator involved in, or responsible for, the
management of the day-to-day operations of the Issuer and the administration and servicing of the
Containers and the other Collateral whose name appears on a list of



 -13-









 




managing officers furnished to Issuer and the Agent by the Administrator, as such list may
from time to time be amended.




          Manufacturer Sale Agreements: This term shall have the meaning set forth in Section 610
hereof.



          Material Adverse Change: Any set of circumstances or events which (a) has or could reasonably
be expected to have any material adverse change whatsoever upon the validity or enforceability of
any Transaction Document, (b) is or could reasonably be expected to be material and adverse to the
condition (financial or otherwise) or business operations of the Guarantor, Issuer, Administrator
or Manager, individually or taken together as a whole, (c) materially impairs or could reasonably
be expected to materially impair the ability of the Guarantor, Issuer, Administrator or Manager to
perform its obligations under the Transaction Documents, or (d) materially impairs or could
reasonably be expected to materially impair the ability of Agent to enforce any of its or their
legal remedies pursuant to the Transaction Documents.



          Net Book Value: With respect to any Container as of any date of determination, an amount equal
to the net book value (determined in accordance with GAAP using the depreciation method set forth
in Exhibit A hereto) as of the end of the immediately preceding Collection Period.



          Net Container Revenues: This term shall have the meaning set forth in the Management
Agreement.



          Net Income: For any Person, as calculated for any period of determination, the net income (or
net losses) for such period.



          Note: Any one of the Notes issued pursuant to the terms of this Loan Agreement, substantially
in the form of Exhibit C hereto.



          Noteholder or Holder: The person in whose name a Note is registered in the Note Register,
except that, solely for the purposes of giving any consent, waiver, request or demand, the interest
evidenced by any Note registered in the name of the Seller or the Issuer or any Affiliate of any of
them known to be such an Affiliate by the Agent shall not be taken into account in determining
whether the requisite percentage of the Aggregate Principal Balance of the Outstanding Notes
necessary to effect any such consent, waiver, request or demand is represented.



          Note Register: The register maintained by the Agent pursuant to Section 205 of this Loan
Agreement.



          Officer’s Certificate: A certificate signed by a duly authorized officer of the Person who is
required to sign such certificate which, in the case of the Issuer, may be a certificate signed by
an authorized officer of the Administrator.



          Opinion of Counsel: A written opinion of counsel, who, unless otherwise specified, may be
counsel employed by the Issuer, Guarantor, Seller or the Manager, in each case



 -14-









 




reasonably acceptable to the Person or Persons to whom such Opinion of Counsel is to be
delivered. The counsel rendering such opinion may rely (i) as to factual matters on a certificate
of a Person whose duties relate to the matters being certified, and (ii) insofar as the opinion
relates to local law matters, upon opinions of local counsel.




          Original Equipment Cost: With respect to any Container, the sum of (i) the vendor’s or
manufacturer’s invoice price of such Container and (ii) all reasonable and customary inspection,
transport, and initial positioning costs necessary to put such Container in service.



          Other Taxes: This term shall have the meaning set forth in Section 208 of this Loan Agreement.



          Outstanding: When used with reference to the Notes and as of any particular date, any Note
theretofore and thereupon being authenticated and delivered except:




     (i) any Note cancelled by the Agent or proven to the satisfaction of the Agent
to have been duly cancelled by the Issuer at or before said date;




     (ii) any Note, or portion thereof, called for payment or redemption for which
monies equal to the principal amount or redemption price thereof, as the case may
be, with interest to the date of maturity or redemption, shall have theretofore been
deposited with the Agent (whether upon or prior to maturity or the redemption date
of such Note);




     (iii) any Note in lieu of or in substitution for which another Note shall
subsequently have been authenticated and delivered; and




     (iv) any Note held by the Guarantor, Manager, Issuer, the Seller or any of
their respective Affiliates.



          Outstanding Obligations: As of any date, all accrued interest payable on, and the then unpaid
principal balance of, all Notes issued under this Loan Agreement and all other amounts owing to
Noteholders or to any Person under the Loan Agreement.



          Overdue Rate: A rate per annum equal to the sum of (i) the applicable Interest Rate plus (ii)
two percent (2%).



          Patents: This term shall have the meaning set forth in the Collateral Agreement, dated as of
November 16, 2001, by and among Cronos Equipment (Bermuda) Limited, a company organized and
existing under the laws of the Island of Bermuda, Cronos Finance (Bermuda) Limited, a company
organized and existing under the laws of the Island of Bermuda, and Fortis Bank (Nederland) N.V.
(f/k/a MeesPierson N.V.), a Naamloze Vennootschap, as the secured party, as the same shall be
amended, supplemented, or otherwise modified.



          Payment Date: The fifteenth (15th) day of each month or, if such day is not a
Business Day, the immediately preceding Business Day.



 -15-









 





          Payment Intangible: Any “payment intangible,” as such term is defined in Section 9-102(a)(61)
of the UCC, arising out of or in any way related to the Containers and now owned or hereafter
acquired by Issuer.



          Permitted Liens: With respect to the Collateral, any or all of the following: (i) Liens for
taxes not yet delinquent or which are being contested in good faith by appropriate Proceedings and
for the payment of which adequate reserves are provided by the Manager; (ii) with respect to the
Containers, carriers’, warehousemen’s, mechanics, or other like Liens arising in the ordinary
course of business and relating to amounts not yet due or which shall not have been overdue for a
period of more than sixty (60) days or which are being contested in good faith by appropriate
Proceedings and for the payment of which adequate reserves are provided by the Manager; (iii) with
respect to the Containers, Leases entered into in the ordinary course of business providing for the
leasing of Containers; and (iv) Liens created by this Agreement; provided that any Proceedings of

the type described in clauses (i) and (ii) above could not reasonably be expected to subject the
Agent or any Noteholder to any civil or criminal penalty or liability or involve any significant
risk of material loss, sale or forfeiture of all or any material portion of the Collateral.



          Person: An individual, a partnership, a limited liability company, a company, a corporation, a
joint venture, an unincorporated association, a joint-stock company, a trust, or other entity or a
government or any agency or political subdivision thereof.



          Plan: An “employee benefit plan,” as such term is defined in ERISA, established or maintained
by Issuer or any ERISA Affiliate or as to which Issuer or any ERISA Affiliate contributes or is a
member or otherwise may have any liability.



          Potential Event of Default: A condition or event which, after notice or lapse of time or both,
will constitute an Event of Default.



          Prime Rate: For any day, the weighted average of Fortis’ cost of funds (as determined in good
faith by Fortis) for such day. The prime rate is a rate set by a Noteholder based upon various
factors, including such Noteholder’s costs and desired return, general economic conditions and
other factors, and is neither directly tied to an external rate of interest or index or necessarily
the lowest or best rate of interest actually charged by such Noteholder at any given time to any
customer or particular class of customers for any particular credit extension. A Noteholder may
make commercial or other loans at rates of interest at, above or below its prime rate.



          Principal Arrearage: For any Payment Date, an amount equal to the excess, if any, of (a) the
Principal Payment for such Payment Date and all prior Payment Dates, over (b) the amount of
Principal Payment and Principal Arrearage actually distributed to the Noteholders on such Payment
Date and all prior Payment Dates.



          Principal Balance: With respect to any Note as of any date of determination, an amount equal
to the excess of (x) the sum of (A) the unpaid principal balance of such Note on the Effective Date
and (B) the sum of all Advances made on or subsequent to the Effective Date,



 -16-









 




over (y) the cumulative amount of all principal payments (including principal prepayments)
actually paid to such Noteholder subsequent to the Effective Date.




          Proceeding: Any suit in equity, action at law, or other judicial or administrative proceeding.



          Proceeds: “Proceeds,” as such term is defined in Section 9-102(a)(64) of the UCC and, in any
event, shall include, without limitation, (a) any and all Accounts, Chattel Paper, Instruments,
cash or other proceeds payable to Issuer from time to time in respect of the Collateral, (b) any
and all proceeds of any insurance, indemnity, warranty or guaranty payable to Issuer from time to
time with respect to any of the Collateral, (c) any and all payments (in any form whatsoever) made
or due and payable to Issuer from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral above by any governmental
body, authority, bureau or agency (or any person acting under color of governmental authority), and
(d) any and all other amounts from time to time paid or payable under or in connection with any of
the Collateral.



          Pro Rata: With respect to the Noteholders, in proportion to the unpaid principal balances of
their respective Notes at any given time.



          Prospective Owner: Each prospective initial Holder acquiring a Note, each prospective
transferee acquiring a Note, and each prospective owner of a beneficial interest in a Note
acquiring such beneficial interest.



          Purchase Agreement: When used in the singular, either of, and, when used in the plural, any or
all of (as the context may require) (i) the Purchase Agreement, dated as of July 30, 1999, among
Cronos Equipment (Bermuda) Limited, Cronos Containers Limited, Cronos Capital Corp., and the Issuer
as amended by Amendment No. 1 thereto, (ii) the Purchase Agreement, dated as of July 19, 2001,
among Cronos Containers Limited, Cronos Containers (Cayman) Ltd. and the Issuer, and (iii) the
Container Sale Agreement, dated as of August 1, 2005, among Cronos Funding (Bermuda) Ltd. and the
Issuer, and all amendments and supplements thereto.



          Rated Institutional Noteholder: An institutional Noteholder whose long term unsecured debt
obligations are then rated BBB- or better by Standard & Poor’s Rating Services and Baa-3 or better
by Moody’s Investors Service, Inc.



          Record Date: With respect to any Payment Date, the last Business Day of the month preceding
the month in which the related Payment Date occurs.



          Reference Banks: The banks designated by the Agent for the determination of LIBOR in
accordance with Section 202(c) of this Loan Agreement.



          Renewal Fee: As such term is defined in Section 202(e) hereof.



          Reportable Event: This term shall have the meaning given to such term in ERISA.



 -17-









 





          Revolving Credit Loan Maturity Date: August 15, 2007, or if such date is not a Business Day,
the Business Day immediately preceding such date, or such later date pursuant to the provisions
hereof.



          Rule 144A: Rule 144A under the Securities Act, as such Rule may be amended from time to time.



          Sale: As such term is defined in Section 817 hereof.



          Scheduled Principal Payment Amount: For any Payment Date following the Revolving Credit Loan
Maturity Date, the excess, if any, of (x) the sum of the Principal Balances of all Notes then
Outstanding, over (y) the Scheduled Targeted Principal Balance for the Notes for such Payment Date.



          Scheduled Targeted Principal Balance: On any Payment Date following the Revolving Credit Loan
Maturity Date, an amount equal to the product of (x) the sum of the unpaid Principal Balances of
all Notes Outstanding on the Revolving Credit Loan Maturity Date and (y) the percentage set forth
opposite such Payment Date (based on the number of months elapsed from the Revolving Credit Loan
Maturity Date) on Schedule 2 hereto under the column entitled “Scheduled Targeted Principal
Balance.”



          Securities Act: The United States Securities Act of 1933, as amended from time to time.



          Seller: Any or all, as the context may require, of (i) Cronos Equipment (Bermuda) Limited, a
company organized and existing under the laws of the Islands of Bermuda, (ii) Cronos Containers
Limited, a company organized and existing under the laws of the United Kingdom, (iii) Cronos
Capital Corp., a corporation organized and existing under the laws of the State of California, (iv)
Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman
Islands, and (v) Cronos Funding (Bermuda) Ltd., a company organized and existing under the laws of
the Islands of Bermuda.



          Seller Notes: This term shall have the meaning given to such term in the Purchase Agreement.



          Solvent: When used with respect to any Person, such Person (i) owns property the fair value of
which is greater than the amount required to pay all of such Person’s Indebtedness, (ii) owns
property the present fair saleable value of which is greater than the amount that will be required
to pay the probable liabilities of such Person on its then existing Indebtedness as such become
absolute and matured, (iii) is able to pay all of its Indebtedness as such Indebtedness matures,
and (iv) has capital reasonably sufficient to carry on its then existing business.



          State: Any state of the United States of America and, in addition, the District of Columbia.



          Stock Pledge Agreements: Any or all, as the context may require, of: (i) the Amended and
Restated Issuer Stock Pledge Agreement, dated as of July 19, 2001, between The Cronos Group and the
Agent with respect to the shares of the Issuer and (ii) the Amended and



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Restated Stock Pledge Agreement, dated as of July 19, 2001, between The Cronos Group and the
Agent, with respect to the shares of Cronos Holdings Investments (US) Inc.




          Subsidiary: A Person means any corporation, association, partnership, joint venture or other
business entity of which more than fifty percent (50.0%) of the voting stock or other equity
interests (in the case of Persons other than corporations), is owned or controlled directly or
indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination
thereof.



          Supporting Obligations: This term shall have the meaning set forth in Section 9-102(a)(77) of
the UCC.



          Tangible Net Worth Leverage Ratio: For The Cronos Group, the ratio of (i) the sum of (x) The
Cronos Group’s Total Debt plus Capital Lease Obligations (without duplication) and (y) 50% of the
Total Debt of CF Leasing, to (ii) The Cronos Group’s Consolidated Tangible Net Worth.



          Taxes: Shall have the meaning set forth in Section 208 of this Loan Agreement.



          Term: For the Management Agreement, the period commencing on the Closing Date and ending on
the close of business on the date on which all outstanding obligations under this Loan Agreement
shall have been paid in full, unless earlier terminated in accordance with the provisions hereof.



          The Cronos Group: The Cronos Group, a societe anonyme holding organized and existing under the
laws of the Grand Duchy of Luxembourg.



          Total Debt: At the end of each quarter, the sum of all debt, as determined in accordance with
GAAP and as reported on the most recently available quarterly financial statements of The Cronos
Group.



          Transaction Documents: Any and all of the Loan Agreement, the Notes, the Management Agreement,
the Purchase Agreements, the Administration Agreement, the Irrevocable Proxy, the Guaranty, the
Stock Pledge Agreements, and any and all other agreements, documents and instruments executed and
delivered by or on behalf or support of Issuer with respect to the issuance and sale of the Notes,
as the same may from time to time be amended, modified, supplemented or renewed.



          Transfer Date: This term shall have the meaning given to such term in the Purchase Agreement.



          Trust Account: The account or accounts established by the Issuer for the benefit of the Agent
pursuant to Section 302 of the Loan Agreement.



          UCC: The Uniform Commercial Code as the same may, from time to time, be in effect in the State
of New York; provided, however, in the event that, by reason of mandatory provisions of law, any or
all of the attachment, perfection or priority of Agent’s security interest in any collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than



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the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection of priority and for purposes of definitions related to such provisions. The Uniform
Commercial Code as in effect in the applicable jurisdiction.




          Unused Commitment: With respect to any Noteholder as of any date of determination, the excess
of (i) the Commitment then in effect for such Noteholder, over (ii) the Principal Balance of the
Note owned by such Noteholder as of such date of determination after giving effect to all Advances
made and all principal payments to be received by such Noteholder on such date of determination.



          Warranty Purchase Amount: This term shall have the meaning set forth in the Purchase
Agreement.



          Section 102. Other Definitional Provisions.



          (a) All terms defined in this Loan Agreement shall have the defined meanings when used in any
agreement, certificate or other document made or delivered pursuant hereto, unless otherwise
defined therein.



          (b) As used in this Loan Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Loan Agreement or in any such
certificate or other document, and accounting terms partly defined in this Loan Agreement or in any
such certificate or other document to the extent not defined, shall have the respective meanings
given to them under GAAP. To the extent that the definitions of accounting terms in this Loan
Agreement or in any such certificate or other document are inconsistent with the meanings of such
terms under GAAP or regulatory accounting principles, the definitions contained in this Loan
Agreement or in any such certificate or other document shall control.



          (c) With respect to any Collection Period, the “related Determination Date,” the “related
Record Date,” and the “related Payment Date” shall mean the Determination Date, Record Date, and
Payment Date, respectively, next following the end of such Collection Period, and the relationships
among Determination Dates, Payment Dates and Record Dates shall be correlative to the foregoing
relationships.



          Section 103. Interpretation of Loan Agreement. A “Section,” an “Exhibit” or a
“Schedule” is, unless otherwise stated, a reference to a section hereof, an exhibit hereto or a
schedule hereto, as the case may be. Section captions used in this Loan Agreement are for
convenience only, and shall not affect the construction of this Loan Agreement. The words
“hereof,” “herein,” “hereto” and “hereunder “and words of similar purport when used in this Loan
Agreement shall refer to this Loan Agreement as a whole and not to any particular provision of this
Loan Agreement.



          Section 104. Payments, Computations, Etc.



          (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by or on
behalf of the Issuer hereunder shall be paid or deposited in accordance with



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the terms hereof no later than 11:00 a.m. (Amsterdam time) on the day when due in immediately
available funds, in Dollars, to the applicable account.




          (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business Day, such extension of time shall
in such case be included in the computation of payment of interest or any fee payable hereunder, as
the case may be.



ARTICLE II




COMMITMENT OF NOTEHOLDERS; THE NOTES




          Section 201. Amounts and Terms of the Loan Noteholder Commitments.



          (a) Commitments. Subject to the terms and conditions of this Loan Agreement and in
reliance upon the representations, warranties and covenants set forth herein, each Noteholder shall
make its portion of the Commitment available to the Issuer on the Effective Date. The portions of
the Commitment attributable to Fortis, HBU and NIB on the Effective Date are set forth on
Schedule 3 attached hereto.



          (b) Reduction of Commitments. The Issuer may, on not less than five (5) Business
Days’ prior written notice to the Agent, permanently reduce the undrawn amount of the Commitment,
in whole or in part; provided, however, that (i) each such reduction must be for an amount of not
less than Two Million Dollars ($2,000,000) and any reduction in excess thereof must be in an
integral multiple of $500,000 and (ii) after giving effect to such reduction, the sum of the
Commitments of all Noteholders must at least equal the sum of the Principal Balances of all Notes
then Outstanding. Each such notice of reduction or termination of a Commitment shall be
irrevocable.



          (c) Advances. Prior to the Revolving Credit Loan Maturity Date, each Note shall be a
revolving note with a maximum principal amount equal to the Commitment then in effect for the
related Noteholder, and the Issuer, subject to the terms and conditions of this Agreement, may
borrow, repay and reborrow amounts in respect of the Commitments. After the Revolving Credit Loan
Maturity Date, the unpaid Principal Balance shall become due and payable in accordance with
Schedule 2 attached hereto as long as no Event of Default has occurred and is continuing.
The Agent shall maintain a record of all Advances and repayments made on the Notes and absent
manifest error such records shall be conclusive.



          (d) Funding of Advance. On the Drawdown Date requested by the Issuer and provided
that the Issuer shall have satisfied all applicable conditions precedent set forth in Article X
hereof, each Noteholder shall, subject to the terms and conditions of this Loan Agreement, deposit
with the account designated by the Issuer by wire transfer of same day funds not later than 1:00
p.m. (Amsterdam time) an amount equal to its Pro Rata share of the requested Advance; provided,
however, that each Advance by each Noteholder shall be for an amount (A) not less than the lesser
of (x) its then unused Commitment and (y) such Noteholder’s Pro Rata share of Five Hundred Thousand
Dollars ($500,000), and not greater than (B) the lesser of (x) the Availability of such Noteholder
on such Business Day and (z) such Noteholder’s Pro Rata



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share of the Asset Base; provided, further, that in the event that any Noteholder fails to
make an Advance in accordance with its Commitment, then the other Noteholder(s) shall not be
obligated to fund their Pro Rata share of the defaulted Noteholder Advance.




          (e) Request for Advance. Each request for an Advance shall be submitted in writing to
the Agent by not later than 1:00 p.m. (Amsterdam time) on the second (2nd) Business Day
prior to the date of the requested Advance. Such notice shall include (i) a calculation of the
Asset Base (calculated to include any Containers to be acquired with the proceeds of such Advance)
and (ii) the amount of such Advance to be funded by each Noteholder. The Issuer’s request shall be
irrevocable when given and shall be in a minimum aggregate amount equal to the lesser of (i) Five
Hundred Thousand Dollars ($500,000) and (ii) the then unused Commitment. Issuer shall pay interest
on the Notes at the rates and in the manner set forth in Section 202 hereof. Each request for an
Advance shall constitute a reaffirmation by Issuer that (1) no Event of Default or Manager Default
has occurred and is continuing and (2) the representations and warranties contained in the
Transaction Documents are true, correct and complete in all material respects to the same extent as
though made on and as of the date of the request, except to the extent such representations and
warranties specifically relate to an earlier date, in which event they shall be true, correct and
complete in all material respects as of such earlier date.



          If (i) any Advance requested by the Issuer is not, for any reason whatsoever, related to a
default or nonperformance by the Issuer, made or effectuated on the date specified therefor or (ii)
any optional prepayment of the Notes is not made when specified by notice in writing by the Issuer
to the Agent, the Issuer shall pay Breakage Costs.



          Section 202. Interest Payments on the Notes and Commitment Fee.



          (a) Interest on Notes. Each Note shall bear interest on the unpaid Principal Balance
thereof at a rate per annum equal to the Interest Rate for the applicable Interest Period.
Interest on the Notes shall be payable on each Payment Date from amounts on deposit in the Trust
Account in accordance with Section 302(a) of this Loan Agreement. Interest shall be calculated on
the basis of actual days elapsed in a year consisting of (i) 360 days if the Interest Rate is based
on Adjusted LIBOR, or (ii) 365 or 366 days if the Interest Rate is based on the Prime Rate.
Subject to the terms of this Loan Agreement relating to the prepayments of the Notes, the unpaid
Principal Balance of, and all accrued interest on, the Notes and all other amounts payable by the
Issuer under the Transaction Documents shall be due and payable on the Final Payment Date.



          (b) Overdue Interest. If the Issuer shall default in the payment of the principal of
or interest on any Note or on any other amount becoming due under this Loan Agreement or any other
Transaction Document, the Issuer shall from time to time pay interest on such unpaid amounts, to
the extent permitted by applicable law, to, but not including, the date of actual payment (after as
well as before judgment), at a rate per annum equal to the Overdue Rate, for the period during
which such principal, interest or other amount shall be unpaid. All such overdue interest shall be
payable from amounts on deposit in the Trust Account in accordance with Section 302(a) of this Loan
Agreement.



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          (c) Determination of LIBOR.



          (i) On each LIBOR Determination Date, the Agent shall determine LIBOR for the next succeeding
Interest Period for a period equal to one month on the basis of the offered LIBOR quotations,
appearing on Telerate Page 3750 as of 11:00 a.m., London Time, on such LIBOR Determination Date.
If such rate does not appear on Telerate Page 3750, the rate for that day will be determined on the
basis of the rates at which deposits in U.S. dollars are offered by the Reference Banks at
approximately 11:00 a.m., London Time, on the LIBOR Determination Date to prime banks in the London
interbank market for a period of one month commencing on that day. The Agent will request the
principal London office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that day will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate for that day will be
the arithmetic mean of the rates quoted by major banks in New York City, selected by the Agent at
approximately 11:00 a.m. (New York time) on that day for loans in U.S. Dollars to leading European
banks for a period of one month commencing on that day.



          (ii) If necessary, on each LIBOR Determination Date, the Agent shall designate the banks that
shall act as the Reference Banks for the succeeding Interest Period. The Agent may conclusively
rely and shall be protected in relying upon the offered quotations (whether electronic, written or
oral) of the selected Reference Banks.



          (iii) The establishment of LIBOR, and the subsequent calculation of the Interest Rate for each
Interest Period by the Agent in the absence of manifest error, shall be final and binding.
Promptly upon the determination of LIBOR, the Interest Rate applicable to the Interest Period to
which such LIBOR determination relates shall be delivered by facsimile transmission from the Agent
to the Issuer, the Administrator and the Noteholders.



          (d) Commitment Fee. On each Payment Date occurring in the months of March, June,
September and December, the Issuer shall pay a commitment fee (the “Commitment Fee”) to
each Noteholder in an amount equal to the sum for each day during the three (3) immediately
preceding Collection Periods of the product of (x) 0.375%, (y) a fraction (expressed as percentage)
the numerator of which is one (1) and the denominator of which is equal to three hundred sixty
(360) and (z) the Availability of such Noteholder on such date. Such Commitment Fee shall be
payable from amounts then on deposit in the Trust Account in accordance with Section 302 hereof.



          (e) Renewal Fee. In the event that the Revolving Credit Loan Maturity Date is
extended without amendments of any material terms of this Agreement for a period of 364 days, or
some portion thereof, on the Revolving Credit Loan Maturity Date, the Issuer shall pay or cause to
be paid a renewal fee (the “Renewal Fee”) to each Noteholder in an amount equal to the
product of (x) 0.25% and (y) the final Commitment as of the Revolving Credit Loan Maturity Date of
each respective Noteholder as shall be determined by the Agent. In the event that the Revolving
Credit Loan Maturity Date is extended (A) with amendments of material terms for a period of 364
days or (B) for a period of longer than 364 days with or without amendments of material terms, the
Noteholders shall be entitled to an arrangement fee, to be determined at such time by the
Noteholders. No such extension of the Revolving Credit Loan Maturity Date shall



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be effective unless the same shall be in writing and consented to by all of the Noteholders,
as set forth in Section 202(f) hereof.




          (f) Extension of Revolving Credit Loan Maturity Date. The Issuer may, within 90 days,
but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior
to the then current Revolving Credit Loan Maturity Date, by written notice to the Agent request the
Noteholders to extend the Revolving Credit Loan Maturity Date for an additional period of up to 364
days (or a longer period at the Agent’s discretion) from the date on which the renewal is approved.
The Agent shall promptly forward such written notice to each of the Noteholders. Each of the
Noteholders shall make a determination, in its sole discretion and after a full credit review,
within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend
the Revolving Credit Loan Maturity Date; provided, however, that the failure of any Noteholder to
make a timely response to the Issuer’s request for extension of the Revolving Credit Loan Maturity
Date shall be deemed to constitute a refusal by such Noteholder to extend the Revolving Credit Loan
Maturity Date. The Revolving Credit Loan Maturity Date shall only be extended upon the consent of
100% of the Noteholders. Any such renewal shall become effective only upon written confirmation to
the Issuer by the Agent on behalf of the Noteholders of their agreement to so renew and upon
receipt by the Agent of any fees required to be paid in connection with such renewal, and any such
renewal shall be binding upon the Noteholders.



          Section 203. Principal Payments on the Notes.



          (a) Scheduled Amortization of Notes. The Principal Balance of the Notes shall be
payable on each Payment Date from amounts on deposit in the Trust Account and from amounts drawn on
the Guaranty in an amount equal to (i) so long as no Event of Default is continuing, the Scheduled
Principal Payment Amount for such Payment Date, or (ii) if an Event of Default is then continuing,
the then aggregate Principal Balance of the Notes shall be payable in accordance with Section 802
hereof. The unpaid Principal Balance of each Note together with all unpaid interest (including any
overdue interest), fees, expenses, costs and other amounts payable by the Issuer to the Noteholders
pursuant to the terms hereof, shall be due and payable in full on the earlier to occur of (x) the
date on which an Event of Default shall occur and the Notes have been accelerated in accordance
with the provisions of Section 802 hereof and (y) the Final Payment Date.



          (b) Voluntary Prepayment of Notes. The Issuer may, from time to time, and upon at
least five (5) Business Days’ prior written irrevocable notice to the Agent and each Noteholder,
make an optional prepayment of principal of the Notes, in whole or in part; provided, however, that
any partial prepayment of principal shall be in a minimum amount of Two Hundred Fifty Thousand
Dollars ($250,000). The Issuer shall promptly confirm any telephonic notice of prepayment in
writing. Any optional prepayment of principal made by the Issuer pursuant to this Section 203(b)
shall also include (i) accrued interest to the date of the prepayment on the principal balance
being prepaid and (ii) if such prepayment is being made on a day other than a Payment Date, any
Breakage Costs; provided, however, that no prepayment fee shall be required in connection with any
prepayment required pursuant to the terms of this Loan Agreement in accordance with Section 2.03(c)
or (d).



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          (c) Mandatory Redemption Upon Change of Control. If on any Determination Date a
Change of Control occurs with respect to the Manager or The Cronos Group, the Issuer shall at the
direction of the Agent (acting at the written direction of the Noteholders) redeem the Notes sixty
(60) days after receipt of notice requesting such redemption for a purchase price equal to the then
outstanding Principal Balance of such Notes plus all accrued interest thereon and all other amounts
owing pursuant to this Loan Agreement and the other Transaction Documents.



          (d) Mandatory Prepayment of Notes Due to an Asset Base Imbalance. If on any
Determination Date, the then unpaid principal balance of the Notes exceeds the Asset Base, the
Issuer shall promptly on the first following Payment Date (but in any event no later than the time
required by Section 801(x)) make a mandatory prepayment of the Principal Balance of the Notes in an
amount equal to such excess;



          (e) Mandatory Prepayment of Notes Due to Sale of Containers. All Proceeds resulting
from a sale of Continers by the Issuer permitted hereunder shall be used by the Issuer to make a
mandatory prepayment of the Principal Balance of the Notes equal to the amount of such Proceeds if
such sale occurs after the Revolving Credit Loan Maturity Date (as the same may be extended
pursuant to Section 202(f) hereof).



          Section 204. The Notes.



          (a) The Advances made by each Noteholder shall be evidenced by a grid Note, issued in fully
registered form and substantially in the form of Exhibit C attached hereto, which Notes
shall be known as “Cronos Finance (Bermuda) Limited Secured Notes.” The Agent shall maintain a
record of all Advances and repayments made on the Notes and absent manifest error such records
shall be conclusive.



          (b) The Payment Date with respect to the Notes shall be the fifteenth (15th) day of
each month, or, if such day is not a Business Day, the immediately preceding Business Day.



          (c) Payments of principal and interest on the Notes shall be payable from funds on deposit in
the Trust Account at the times and in the amounts set forth in Article III hereof. All payments of
principal and interest on the Notes shall be paid to the Noteholders reflected in the Note Register
as of the related Record Date by wire transfer of immediately available funds for receipt prior to
11:00 a.m. (Amsterdam time) on the related Payment Date. Any payments received by a Noteholder
after 11:00 a.m. (Amsterdam time) on any day shall be considered to have been received on the next
succeeding Business Day.



          (d) The Notes shall be executed on behalf of the Issuer by the President or any Vice-President
or director of the Issuer. In case any officer of the Issuer whose signature shall appear on the
Notes shall cease to be an officer of the Issuer before the delivery of such Notes, such signature
or facsimile signature shall nevertheless be valid and sufficient for all purposes.



          (e) No recourse may be taken, directly or indirectly, with respect to the obligations of the
Issuer on the Notes or under this Loan Agreement or any certificate, statement or other writing
delivered in connection herewith or therewith, against any incorporator,



 -25-









 




subscriber, agent, administrator, shareholder, partner, officer or director, as such, of the
Issuer or any predecessor, successor, Affiliate or controlling person of the Issuer, or against any
stockholder of a corporation, partner of a partnership or beneficiary or equity owner of a trust,
succeeding thereto (all of the foregoing, collectively, the “Exculpated Parties”), it being
understood (and each holder of Note, by its acceptance thereof, shall be deemed to have consented
and agreed) that recourse shall be solely to the Collateral. The Issuer and any director or
officer or employee or agent of the Issuer may rely in good faith on any document of any kind
prima facie properly executed and submitted by a Person respecting any matters
arising hereunder. No suit, claim or proceeding shall be brought against the Exculpated Parties or
any of them for any obligation under or relating to the Notes, this Loan Agreement or any
agreement, instrument, certificate or other document delivered in connection therewith.




          Section 205. Registration; Registration of Transfer and Exchange of Notes. (a)
The Agent shall keep at its principal office books for the registration and transfer of the
Notes (the “Note Register”). The Issuer hereby appoints the Agent as its registrar and
transfer agent to keep such books and make such registrations and transfers as hereinafter set
forth in this Section 205. The names and addresses of the Holders of all Notes and all transfers
of, and the names and addresses of the transferee of, all Notes will be registered in such Note
Register. The Person in whose name any Note is registered shall be deemed and treated as the owner
and Holder thereof for all purposes of this Loan Agreement, and the Agent and the Issuer shall not
be affected by any notice or knowledge to the contrary. If a Person other than the Agent is
appointed by the Issuer to maintain the Note Register, the Issuer will give the Agent prompt
written notice of such appointment and of the location, and any change in the location, of the
successor note registrar, and the Agent shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof, and the Agent shall have the right to rely upon a
certificate executed on behalf of the note registrar by an officer thereof as to the names and
addresses of the Noteholders and the principal amounts and number of such Notes.



          (b) Payments of principal, premium, if any, and interest on any Note shall be payable on each
Payment Date only to the registered Holder thereof on the Record Date immediately preceding such
Payment Date. The principal of, premium, if any, and interest on each Note shall be payable at the
principal office of the Agent in immediately available funds in such coin or currency of the United
States of America as at the time for payment shall be legal tender for the payment of public and
private debts. Notwithstanding the foregoing or any provision in any Note to the contrary, if so
requested by the registered Holder of any Note by written notice to the Agent, all amounts payable
to such registered Holder may be paid either (i) by crediting the amount to be distributed to such
registered Holder to an account maintained by such registered Holder with the Agent or by
transferring such amount by wire to such other bank in the United States, including a Federal
Reserve Bank, as shall have been specified in such notice, for credit to the account of such
registered Holder maintained at such bank, or (ii) by mailing a check to such registered Holder to
the address specified in such notice, in either case without any presentment or surrender of such
Note to the Agent at the principal office of the Agent.



          (c) In the event that a Noteholder shall request a new Note or Note(s) in different
denominations, such Noteholder shall surrender to the Issuer the Note(s) then held by



 -26-









 




such Noteholder against receipt from the Issuer of new Note(s) which in the aggregate shall
evidence the then unpaid principal balance of the Note(s) so surrendered.




          (d) Any service charge made or expense incurred by the Agent for any such registration,
discharge from registration or exchange referred to in this Section 205 shall be paid by the
Noteholder. The Agent or the Issuer may require payment by the Holder of a sum sufficient to cover
any tax expense or other governmental charge payable in connection therewith.



          (e) Any Note is transferable, with the prior written consent of all other Noteholders to any
Person only upon the delivery to the Issuer (with a copy to the Agent) of all of the following: (i)
the Note to be so transferred, (ii) an assignment executed by the existing Holder or its duly
authorized attorney, (iii) a certification from the transferring Noteholder to the effect that such
transfer is made in a transaction which does not require registration under the Securities Act and
pursuant to an effective registration or qualification under any foreign or State securities or
“Blue Sky” laws, or in a transaction which does not require such registration or qualification and
(iv) an acknowledgment by the transferee that it is bound by the terms and conditions of this
Agreement, including its obligation to make Advances. Upon satisfaction of the requirements set
forth in the preceding sentence, the Issuer shall execute and deliver to the transferee a new Note
the same as the Note so surrendered.



          (f) Any Noteholder may at any time sell participating interests in any Note issued hereunder
to one or more commercial banks or other Persons; provided, however, that (i) such Noteholder’s
obligations under the Transaction Documents shall remain unchanged, (ii) such Noteholder shall
remain solely responsible for the performance of such obligations, (iii) Issuer and the Agent shall
continue to deal solely and directly with such Noteholder in connection with such Noteholder’s
rights and obligations under the Transaction Documents and (iv) all other Noteholders shall have
given their prior written consent thereto.



          Section 206. Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any
mutilated Note is surrendered to the Agent, or the Agent receives evidence to its satisfaction of
the destruction, loss or theft of any Note, and (ii) there is delivered to the Agent such security
or indemnity as it and the Issuer may require to hold the Issuer and the Agent harmless (the
unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for such
purpose), then the Issuer shall execute and the Issuer shall deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same maturity and of
like terms as the mutilated, destroyed, lost or stolen Note; provided, however, that if any such
destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days
shall be, due and payable, or shall have been called for redemption, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable instead of issuing a replacement Note.



          (b) If, after the delivery of such replacement Note, or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note
in lieu of which such replacement Note was issued presents for payment such original Note, the
Issuer and the Agent shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Issuer or the Agent in
connection therewith.



 -27-









 





          (c) The Agent may, for each new Note delivered under the provisions of this Section 206,
require the advance payment by the Noteholder of the expenses, including counsel fees, service
charges and any tax or governmental charge which may be incurred by the Agent. Any Note issued
under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated,
lost or stolen, shall be equally and proportionately entitled to the benefits of this Loan
Agreement with all other Notes. The provisions of this Section 206 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.



          Section 207. Delivery, Retention and Cancellation of Notes. Each Noteholder is
required, and hereby agrees, to return to the Agent, within 30 days after the Final Payment Date,
any Note on which the final payment due thereon has been made. Any such Note as to which the Agent
has made or holds the final payment thereon shall be deemed cancelled and shall no longer be
Outstanding or outstanding for any purpose of this Loan Agreement, whether or not such Note is ever
returned to the Agent. Matured Notes delivered upon final payment to the Issuer and any Notes
transferred or exchanged for other Notes shall be cancelled and destroyed by the Issuer. If the
Agent, for its own account, shall acquire any of the Notes, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Notes. If the Issuer shall
acquire any of the Notes, such acquisition shall operate as a redemption or satisfaction of the
indebtedness represented by such Notes. Notes which have been cancelled by the Issuer shall be
deemed paid and discharged for all purposes under this Loan Agreement.



          Section 208. Taxes.



          (a) Any and all payments by the Issuer on the Notes shall be made free and clear of, and
without deduction or withholding for, any and all present or future taxes, fees, duties, levies,
imposts, deductions, charges or withholdings, whatsoever imposed by any Governmental Authority, and
all liabilities with respect thereto, excluding, in the case of each Noteholder and any Person to
whom a Noteholder has sold an interest in the Note owned by such Noteholder (such Noteholder and
any such person being an “Indemnified Party”), such taxes as are imposed on or measured by
each Indemnified Party’s net income by the jurisdiction under the laws of which such Indemnified
Party, as the case may be, is organized or maintains an office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities
being hereinafter referred to as “Taxes”).



          (b) In addition, the Issuer shall pay (i) any present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with respect to, this
Loan Agreement or any other documents related to the issuance of the Notes and (ii) any present or
future taxes, withholdings or liabilities relating to the use, possession or leasing of the
Containers (hereinafter referred to as “Other Taxes”).



          (c) If any Taxes or Other Taxes are directly asserted or imposed against any Indemnified
Party, the Issuer shall indemnify and hold harmless such Indemnified Party for the full amount of
the Taxes or Other Taxes (including any Taxes or Other Taxes asserted or imposed by any
jurisdiction on amounts payable under this Section 208) paid by the Indemnified



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Party and any liability (including penalties, interest, additions to tax and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted or imposed. Payment under this indemnification shall be made within thirty (30)
days from the date the Indemnified Party makes written demand therefor. The Indemnified Party, in
its discretion also may, but shall not be obligated to, pay such Taxes or Other Taxes and the
Issuer will promptly pay such additional amount (including any penalties, interest or expenses,
except for, in the event the Indemnified Party fails to deliver notice of such assertion of Taxes
or Other Taxes to the Issuer within ninety (90) days after it has received notice of such assertion
or imposition of Taxes or Other Taxes, any such penalties, interest or expenses which would not
have arisen but for the failure of the Indemnified Party to so notify the Issuer of such assertion
or imposition of Taxes or Other Taxes) as is necessary in order that the net amount received by the
Indemnified Party after the payment of such Taxes or Other Taxes (including any Taxes on such
additional amount) shall equal the amount the Indemnified Party would have received had not such
Taxes or Other Taxes been asserted or imposed. The Indemnified Party shall return to the Issuer
the amount of any Taxes or Other Taxes for which it receives a refund, net of any income or other
taxes that it will be required to pay as a result of the receipt of such refund.




          (d) If the Issuer shall be required by law to deduct or withhold any Taxes or Other Taxes from
or in respect of any sum payable hereunder to any Indemnified Party, then:



               (i) the sum payable shall be increased as necessary so that after making all required
deductions such Indemnified Party receives an amount equal to the sum it would have received had no
such deduction or withholding been made;



               (ii) the Issuer shall make such deduction or withholding; and



               (iii) the Issuer shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law.



          (e) Within thirty (30) days after the date of any payment by the Issuer of Taxes or Other
Taxes, the Issuer shall furnish to each of the Noteholders the original or a certified copy of a
receipt evidencing payment thereof, or other evidence of payment satisfactory to the Noteholders.



          (f) If the Issuer fails to pay any Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Indemnified Party, the required receipts or other required
documentary evidence, the Issuer shall indemnify the Indemnified Party for any incremental Taxes or
Other Taxes, interest or penalties that may become payable by the Indemnified Party as a result of
any such failure.



          (g) If the Issuer is required to pay additional amounts to any Indemnified Party pursuant to
Section 208, then such Indemnified Party shall use its reasonable efforts (consistent with legal
and regulatory restrictions) to change its Address so as to eliminate any such additional payment
by the Indemnified Party which may thereafter accrue if such change in the judgment of such
Indemnified Party is not otherwise disadvantageous to such Indemnified Party.



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          (h) In addition, if requested by the Issuer in writing within fifteen (15) Business Days after
receipt of notice from any Indemnified Party of the liability for any Taxes or Other Taxes pursuant
to this Section 208, such Indemnified Party shall in good faith diligently contest in the name of
the Issuer the validity, applicability and amount of such Taxes or Other Taxes by (x) resisting
payment of the Tax or Other Taxes, fee or other charge, (y) not paying the same except under
protest, if protest is necessary and proper, or (z) if payment is made, seeking a refund in
appropriate administrative or judicial proceedings. Notwithstanding anything to the contrary
herein, in no event shall any such contest by such Indemnified Party with respect to the imposition
of any Taxes or Other Taxes for which the Issuer is obligated to pay pursuant to this Section 208
be initiated or permitted to continue, unless (i) the Issuer and the Guarantor shall have agreed in
writing to promptly pay, and shall pay to such Indemnified Party within 10 days after request for
such payment, on an after-tax basis, any and all expenses associated with such contest (including
all out of pocket costs, expenses, reasonable outside legal and accounting fees and disbursements,
penalties, fines, additions to tax and interest thereon), (ii) no Event of Default shall have
occurred and be continuing, (iii) in the reasonable determination of the Indemnified Party, the
action to be taken will not (A) result in any material danger or risk of sale, forfeiture or loss
of, or the creation of any Lien on the Collateral or (B) result in the risk of any criminal or
non-tax civil penalties, (iv) the Issuer shall have provided at the Issuer’s expense to such
Indemnified Party an opinion of independent tax counsel (selected by the Issuer and reasonably
acceptable to such Indemnified Party) to the effect that there is a reasonable basis for contesting
such Taxes or Other Taxes and (v) the amount of the potential indemnity exceeds $25,000. The
Indemnified Party shall from time to time keep the Issuer informed of all aspects of any such
proceeding and shall from time to time consult with the Issuer and its counsel with respect to any
such proceeding.



          Section 209. Illegality. (a) If an Indemnified Party shall determine that
it is unlawful to maintain any investment in any Note at a rate based upon LIBOR, the Issuer shall
prepay in full all Notes then outstanding, together with interest accrued thereon and any Breakage
Costs, either on the last day of the Interest Period thereof if the Indemnified Party may lawfully
continue to maintain such investment in any Note at a rate based upon LIBOR to such day, or
immediately, if the Indemnified Party may not lawfully continue to maintain such investment in any
Note at a rate based upon LIBOR.



          (b) If any Noteholder shall require the Issuer to prepay any Note immediately as provided in
Section 209(a), then concurrently with such prepayment, the Issuer shall issue to the affected
Noteholder and the affected Noteholder shall purchase, in the amount of such repayment, a loan or
note at a rate which, in the sole discretion of the affected Noteholder, reflects an index based on
the Prime Rate.



          (c) Before giving any notice to the Issuer pursuant to this Section 209, the affected
Noteholder shall designate a different Address with respect to its LIBOR Notes if such designation
will avoid the need for giving such notice or making such demand and will not, in the judgment of
the Noteholder, be illegal or otherwise disadvantageous to the Noteholder.



          Section 210. Increased Costs. If any Indemnified Party shall determine that, due to
either (a) the introduction of or any change (other than any change by way of imposition of or
increase in reserve requirements included in the calculation of LIBOR) in or in the



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interpretation of any law or requirement of law or (b) the compliance with any guideline or
request from any central bank or other Governmental Authority (whether or not having the force of
law), there shall be any increase in the cost to such Indemnified Party of agreeing to maintain
their investment in any Note at a rate of interest based upon LIBOR, then the Issuer shall be
liable for, and shall from time to time, upon demand therefor by such Indemnified Party, pay to
such Indemnified Party such additional amounts as are sufficient to compensate such Indemnified
Party for such increased costs.




          Section 211. Inability to Determine Rates. If the Agent shall have determined that
for any reason adequate and reasonable means do not exist for ascertaining LIBOR for any requested
Interest Period, the Agent will forthwith give notice of such determination to the Issuer and each
Noteholder. Thereafter, the obligation of the Noteholders to maintain their investment in any Note
at a rate of interest based upon LIBOR hereunder shall be suspended until the Agent, upon the
instruction of the Majority of Holders, revokes such notice in writing. During such period of
suspension, the Issuer shall issue and the Noteholders shall purchase a note at a rate described in
the last clause of Section 209(b) hereof.



          Section 212. Capital Requirements. If any Indemnified Party shall determine that any
change after the date of this Loan Agreement in any law, rule, regulation or guideline adopted
pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations
and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital
Standards,” or the adoption after the date hereof of any other law or requirement of law regarding
capital adequacy, or any change after the date of this Loan Agreement in any of the foregoing or in
the enforcement or interpretation or administration of any of the foregoing by any Governmental
Authority charged with the enforcement or interpretation or administration thereof, or compliance
by any Indemnified Party (or any Address of the Indemnified Party) or the Indemnified Party’s
holding company with any request or directive regarding capital adequacy of any such Governmental
Authority, has or would have the effect of reducing the rate of return on the Indemnified Party’s
capital or on the capital of the Indemnified Party’s holding company, if any, as a consequence of
maintaining its investment in a Note at a rate of interest based upon LIBOR to a level below that
which the Indemnified Party or the Indemnified Party’s holding company could have achieved but for
such adoption, change or compliance (taking into consideration the Indemnified Party’s policies and
the policies of the Indemnified Party’s holding company with respect to capital adequacy) by an
amount reasonably deemed by the Indemnified Party to be material, then, upon written demand by the
Indemnified Party, the Issuer shall pay to the Indemnified Party, from time to time such additional
amount or amounts as will compensate the Indemnified Party or the Indemnified Party’s holding
company for any such reduction suffered. Without affecting its rights under this Section 212 or
any other provision of this Loan Agreement, the Indemnified Party agrees that if there is any
increase in any cost to or reduction in any amount receivable by the Indemnified Party with respect
to which the Issuer would be obligated to compensate the Indemnified Party pursuant to this Section
212, the Indemnified Party shall use reasonable efforts to select an alternative Address which
would not result in any such increase in any cost to or reduction in any amount receivable by the
Indemnified Party; provided, however, that the Indemnified Party shall not be obligated to select
an alternative lending office if the Indemnified Party determines that (i) as a result of such
selection the Indemnified Party would be in violation of any applicable law, or would incur



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material, additional costs or expenses, or (ii) such selection would be unavailable for
regulatory reasons.




          Section 213. Place and Time of Payment. All payments to be made by the Issuer
hereunder (including payments with respect to the Note) shall be made without set-off or
counterclaim and shall be made in immediately available funds by the Issuer to the Agent for the
account of the Noteholders in accordance with their Pro Rata share. All such payments shall be
made to the Agent prior to 11:00 a.m., Amsterdam time, on the date due, by deposit in the Trust
Account or at such other place as may be designated by the Agent to the Issuer in writing. Any
payments received after 11:00 a.m., Amsterdam time, shall be deemed received on the next Business
Day. The Agent shall promptly remit to each Noteholder in the same type of funds as payment was
received, each Noteholder’s share according to its respective interest of all such payments
received by the Agent for the account of such Noteholder. Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a date other than a Business Days, such
payment may be made on the next succeeding Business Day, and such extension of time shall be
included in the computation of payment of interest or any fees.



          Section 214. Offset. In addition to and not in limitation of all rights of offset
that the Agent or any Noteholder may have under applicable law, the Agent and each Noteholder
shall, upon the occurrence of any Event of Default or any Potential Event of Default, have the
right to appropriate and apply to the payment of each Note any and all balances, credits, deposits,
accounts or moneys of the Issuer or Guarantor then or thereafter with the Agent or any Noteholder.



          Section 215. Proration of Payments. If any Noteholder shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of offset, setoff, banker’s lien,
counterclaim or otherwise) on account of principal of or interest on the Note in excess of its Pro
Rata share of payments and other recoveries obtained by all Noteholders on account of principal of
and interest on the Note, such Noteholder shall purchase from the other Noteholders such
participation interest as shall be necessary to cause such purchasing Noteholder to share the
excess payment or other recovery Pro Rata with each of them; provided, however, that if all, or any
portion of, the excess payment or other recovery is thereafter recovered, from such purchasing
Noteholder, the purchase shall be rescinded and the purchase price restored to the extent of such
recovery, but without interest. The Issuer agrees that the Noteholder so purchasing a
participation from the other Noteholders under this Section 215 may exercise all its rights of
payment, including the right of set-off, with respect to such participation as fully as if such
Noteholder were the direct creditor of the Issuer in the amount of such participation.



ARTICLE III




PAYMENT OF NOTES; STATEMENTS TO NOTEHOLDERS




          Section 301. Trust Account. On or prior to Effective Date, the Issuer shall establish
the Trust Account with the Agent for the benefit of the Noteholders; such account to be entitled
“Cronos Finance (Bermuda) Limited/Fortis Trust Account”. The Trust Account shall be under the sole
dominion and control of the Agent for the benefit of the Noteholders. The Issuer



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shall cause the Manager to deposit in the Trust Account all Net Container Revenues for the
immediately preceding Collection Period by not later than the Determination Date immediately
succeeding such Collection Period. The Issuer shall not establish any additional accounts without
the prior written consent of the Agent.




          Section 302. Distributions from Trust Account. (a) On each Payment Date,
the Agent, based on the Distribution Report, shall distribute an amount equal to the sum of (1) all
amounts on deposit in the Trust Account as of the last day of the related Collection Period, (2)
payments received from an Interest Rate Hedge Provider pursuant to an Interest Rate Hedge Agreement
and (3) any earnings on investments pursuant to Section 303 of this Loan Agreement (the sum of (1),
(2) and (3) the “Distributable Cash Flow”), to the following Persons in the following order
of priority, with no payment being made toward any item unless and until all prior items have been
fully satisfied:




	 	(1)	 	if no Event of Default is continuing, to the Manager by wire
transfer of immediately available funds, an amount equal to the sum of (x)
Management Fee Arrearage and (y) Management Fee;
	 
	 	(2)	 	to an Interest Rate Hedge Provider, any payments owing under an
Interest Rate Hedge Agreement other than termination payments;
	 
	 	(3)	 	to the Agent by wire transfer of immediately available funds,
$2,000 plus any other fees and expenses of the Agent then due and payable;
	 
	 	(4)	 	to such Persons as the Administrator shall direct, the amount
of any Issuer Expenses then due and payable that have not been paid by the
Manager in accordance with the terms of the Management Agreement;
	 
	 	(5)	 	to each Holder of a Note on the immediately preceding
Determination Date, pro rata, by wire transfer of immediately available funds
(to the account that the Noteholder has designated to the Agent in writing on
or prior to the Business Day immediately preceding such Payment Date), an
amount equal to the sum of (A) the sum of (x) the Interest Payment and (y)
Interest Arrearage, if any and (B) the sum of (x) the Commitment Fees then
owing and (y) any unpaid Commitment Fees from all prior Payment Dates;
	 
	 	(6)	 	To each Noteholder, any Scheduled Principal Payment Amount then
due and payable to such Noteholder;
	 
	 	(7)	 	on the Final Payment Date or any Payment Date on which an Event
of Default is then continuing, to the Noteholders, pro rata, the unpaid
Principal Balance of the Notes;
	 
	 	(8)	 	to each Noteholder, any overdue interest, prepayment premium,
Other Taxes or indemnification payments (including any amounts payable pursuant
to Section 210 and Section 212 hereof) then due and payable;




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	 	(9)	 	to an Interest Rate Hedge Provider, any termination payments
owing under any Interest Rate Hedge Agreement;
	 
	 	(10)	 	if an Event of Default is continuing, to the Manager by wire
transfer of immediately available funds, an amount equal to the sum of (x)
Management Fee Arrearage and (y) Management Fee;
	 
	 	(11)	 	to the Manager, any Disposition Fees then due and payable;
	 
	 	(12)	 	to the Manager, any indemnification payments owing by the
Issuer to the Manager pursuant to Section 18 of the Management Agreement;
	 
	 	(13)	 	to the Administrative Agent, any indemnification payment owed
by the Issuer pursuant to Section 109 of the Administration Agreement; and
	 
	 	(14)	 	to the Issuer or its designee the excess, if any, of (i) any
remaining Distributable Cash Flow over (ii) the sum of the estimated amounts of
subparagraphs (4), (5) (if applicable) and (6) of this Section 302(a) that will
be due on the immediately succeeding Payment Date (which amounts shall be
retained in the Trust Account until the immediately succeeding Payment Date).





          (b) If the amounts to be distributed on any Payment Date are not sufficient (after giving
effect to any payments by the Guarantor) to make payment in full to the Noteholders with respect to
any of clauses described in Section 302(a) above, then payments to Noteholders pursuant to any such
clause will be allocated to such Noteholders on a pro rata basis based on the amount payable to
each such Noteholder pursuant to each such clause.



          Section 303. Investment of Monies Held in the Trust Account. The Agent shall invest
any cash deposited in the Trust Account in Eligible Investments. Each Eligible Investment
(including reinvestment of the income and proceeds of Eligible Investments) shall be held to its
maturity and shall mature not later than the Business Day immediately preceding the next succeeding
Payment Date. Any earnings on Eligible Investments in the Trust Account shall be retained in such
account and be distributed in accordance with the terms of this Loan Agreement.



          Section 304. Reports to Noteholders. (a) By January 31 of each calendar
year following any year during which the Notes are outstanding, commencing January 31, 2006, the
Agent will, to the extent such information is received from the Administrator, furnish to each
Noteholder of record at any time during such preceding calendar year, a statement setting forth the
aggregate amount of principal and interest paid to such Holder during the preceding calendar year.



          (b) The Agent shall promptly upon request furnish to each Noteholder a copy of all reports,
financial statements and notices received by the Agent, pursuant to the terms of the Administration
Agreement, the Purchase Agreement or the Management Agreement.



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          Section 305. Records. The Agent shall cause to be kept and maintained adequate
records pertaining to the Trust Account and all disbursements therefrom. The Agent shall file at
least monthly an accounting thereof in the form of a trust statement with the Issuer and the
Administrator.



ARTICLE IV




COLLATERAL




          Section 401. Collateral. (a) In order to secure the payment of all
Outstanding Obligations and the performance of all of the Issuer’s covenants and agreements in this
Loan Agreement and all other Transaction Documents, the Issuer hereby assigns, conveys, mortgages,
pledges, hypothecates and transfers to Agent, for the benefit of Noteholders to the extent provided
herein, a perfected first priority security interest in and to all of the Issuer’s right, title and
interest in, to and under the following, whether now existing or hereafter created:




     (i) the Containers including, without limitation, those listed on the List of
Containers;




     (ii) all amounts and Eligible Investments on deposit from time to time in the
Trust Account, including all financial assets and securities entitlements credited
thereto;




     (iii) the Purchase Agreements and any Container Sale Agreements;




     (iv) the Management Agreement;




     (v) the Administration Agreement;




     (vi) All Accounts;




     (vii) All Chattel Paper;




     (viii) All Contracts;




     (ix) All Documents;




     (x) All General Intangibles;




     (xi) All Payment Intangibles;




     (xii) All Instruments;




     (xiii) All Inventory;




     (xiv) All Supporting Obligations:




     (xv) All Equipment;



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     (xvi) All Letter-of-Credit Rights;




     (xvii) All other property of the Issuer including, without limitation, all
property of every description now or hereafter in the possession or custody of, or
in transit to, the Agent or such other party for any purpose, including, without
limitation, safekeeping, collection or pledge, for the account of the Issuer, or as
to which the Issuer may have any right or power;




     (xviii) All insurance proceeds of the Collateral, all proceeds of the voluntary
or involuntary disposition of the Collateral or such proceeds;




     (xix) Any and all payments made or due to the Issuer in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of
the Collateral by any governmental body, authority or agency and any other cash or
non-cash receipts from the sale, exchange, collection or other disposition of the
Collateral; and




     (xx) To the extent not otherwise included, all Proceeds of each of the
foregoing and all accessions to, substitutions and replacements for, and rents,
profits and products of each of the foregoing.


All of the property described above is collectively called the “Collateral”. In furtherance of the
foregoing, the Issuer hereby grants to the Agent, for the benefit of the Noteholders, (i) a fixed
charge over the Containers, the Management Agreement and the Purchase Agreements and (ii) a
floating charge over all of the other assets of the Issuer.




          (b) The Notes and the obligations of the Issuer hereunder shall be solely the obligations of
the Issuer (and the Guarantor, to the extent provided in the Guaranty). Except to the extent
provided in the Guaranty, the Noteholders shall have only the benefit of, and the Notes shall be
secured by and be payable from, the Issuer’s right, title and interest in the Collateral.



          (c) Notwithstanding anything contained in this Loan Agreement to the contrary, the Issuer
expressly agrees that it shall remain liable under each of its Contracts and each of its licenses
to observe and perform all the conditions and obligations to be observed and performed by it
thereunder and that it shall perform all of its duties and obligations thereunder, all in
accordance with and pursuant to the terms and provisions of each such Contract or license. The
Agent shall not have any obligation or liability under any Contract or license by reason of or
arising out of this Loan Agreement or the granting to Agent of a Lien therein or the receipt by
Agent of any payment relating to any Contract pursuant hereto, nor shall the Agent be required or
obligated in any manner to perform or fulfill any of the obligations of the Issuer under or
pursuant to any Contract, or to make any payment, or to make any inquiry as to the nature or the
sufficiency of any payment received by it or the sufficiency of any performance by any party under
any Contract, or to present or file any claim, or to take any action to collect or enforce any
performance or the payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.



          (d) The Issuer shall continue to collect the Accounts, provided that such collection is
performed in a prudent and businesslike manner, and Agent may, upon the



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occurrence of any Event of Default or Potential Event of Default and upon prior notice, limit
or terminate said authority at any time. Any Proceeds received in payment of any such Account or
in payment for any of its Inventory or on account of any of its Contracts shall be promptly
deposited by the Issuer, except as otherwise permitted hereby, in precisely the form received (with
all necessary endorsements) in the Trust Account as hereinafter provided, and until so turned over
shall be deemed to be held in trust by the Issuer for the Agent and as Agent’s property and shall
not be commingled with the Issuer’s other funds or properties. Such Proceeds, when deposited,
shall continue to be collateral security for all of the obligations secured by this Loan Agreement
and shall not constitute payment thereof until applied as hereinafter provided. If an Event of
Default or Potential Event of Default has occurred, at the request of Agent, the Issuer shall
deliver to the Agent all original and other documents evidencing, and relating to, the sale and
delivery of such Inventory and the Issuer shall deliver all original and other documents evidencing
and relating to, the performance of labor or service which created such Accounts, including,
without limitation, all original orders, invoices and shipping receipts.




          (e) Pursuant to the Management Agreement, Manager shall continue to manage those Containers
that are on lease to lessees at the time the Manager has been terminated as Manager pursuant to the
Management Agreement.



          (f) The Agent may at any time, upon the occurrence of and continuation of any Event of Default
or Potential Event of Default, after first notifying the Issuer of its intention to do so, notify
Account Debtors of the Issuer, parties to the Contracts of the Issuer, obligors in respect of
Instruments of the Issuer and obligors in respect of Chattel Paper of the Issuer that the Accounts
and the right, title and interest of the Issuer in and under such Contracts, Instruments, and
Chattel Paper have been assigned to Agent and that (notwithstanding the license granted to the
Manager to collect such payments) payments shall be made directly to Agent. Upon the request of
the Agent, the Issuer shall so notify such Account Debtors, parties to such Contracts, obligors in
respect of such Instruments and obligors in respect of such Chattel Paper. Upon the occurrence and
continuation of an Event of Default or Potential Event of Default, the Agent may communicate with
such Account Debtors, parties to such Contracts, obligors in respect of such Instruments and
obligors in respect of such Chattel Paper to verify with such parties, to Agent’s satisfaction, the
existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper.



          (g) The security interest hereby granted to Agent by the Issuer is subject to the right of any
lessee to the quiet enjoyment of the related Container so long as such lessee is not in default
under such Lease and the Manager under the Management Agreement (or the Agent, as provided in
Section 401(d)) continues to receive all amounts payable under the related Contract.



          Section 402. Pro Rata Interest. (a) The Notes shall be equally and ratably
entitled to the benefits of this Loan Agreement without preference, priority or distinction, all in
accordance with the terms and provisions of this Loan Agreement. All Notes issued hereunder are
and are to be equally and ratably secured by this Loan Agreement without preference, priority or
distinction on account of the actual time or times of the delivery of the Notes so that, all Notes
shall have the same right, Lien and preference under this Loan Agreement and shall all



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be equally and ratably secured hereby with like effect as if they had all been executed,
authenticated and delivered simultaneously on the date hereof.




          (b) The execution and delivery of this Agreement shall be upon the express condition that if
the conditions specified in Section 701 of this Loan Agreement are met, the security interest and
all other estate and rights granted by this Loan Agreement with respect to the Notes shall cease
and become null and void and all of the property, rights, and interest granted as security for the
Notes shall revert to and revest in the Issuer without any other act or formality whatsoever.



          Section 403. Agent’s Appointment as Attorney-in-Fact. (a) The Issuer hereby
irrevocably constitutes and appoints Agent, and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of the Issuer and in the name of the Issuer or in its own name, from time to
time at Agent’s discretion, for the purpose of carrying out the terms of this Loan Agreement, to
take any and all appropriate action and to execute and deliver any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of this Loan Agreement.



          (b) Except upon the occurrence and continuation of an Event of Default or Potential Event of
Default, the Agent shall not exercise the power of attorney or any rights granted to Agent pursuant
to this Section 403. The Issuer hereby ratifies, to the extent permitted by law, all that said
attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted
pursuant to this Section 403 is a power coupled with an interest and shall be irrevocable until all
Notes are paid and performed in full.



          (c) The powers conferred on Agent hereunder are solely to protect Agent’s interests in the
Collateral and shall not impose any duty upon it to exercise any such powers. Agent shall be
accountable only for amounts that it actually receives as a result of the exercise of such powers
and neither it nor any of its officers, directors, employees, agents or representatives shall be
responsible to the Issuer for any act or failure to act, except for its own gross negligence or
willful misconduct.



          (d) The Issuer also authorizes Agent, at any time and from time to time upon the occurrence of
any Event of Default or Potential Event of Default, to (i) communicate in its own name with any
party to any Contract with regard to the assignment of the right, title and interest of the Issuer
in and under the Contracts hereunder and other matters relating thereto and (ii) execute, in
connection with the sale of Collateral provided for in Article VIII hereof, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the Collateral.



          (e) If the Issuer fails to perform or comply with any of its agreements contained herein and
Agent shall perform or comply, or otherwise cause performance or compliance, with such agreement,
the reasonable expenses, including attorneys’ fees, of Agent incurred in connection with such
performance or compliance together with interest thereon at the Overdue Rate shall be payable by
the Issuer to Agent on demand and shall constitute obligations secured hereby.



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          Section 404. Release of Security Interest. The Agent, at the written direction of the
Administrator, shall release from the security interest created pursuant to the terms of this Loan
Agreement, any Container and the related items of Collateral (1) for which the Warranty Purchase
Amount has been deposited in the Trust Account in accordance with the provisions of the related
Purchase Agreement or (2) upon the sale of a Container in accordance with the provisions of Section
6 of the Management Agreement, in each case subject to the limitations on sales set forth herein.
In effectuating such release, the Agent shall be entitled to rely on a certificate of the
Administrator identifying each Contract or other items to be released from the Loan Agreement in
accordance with the provisions of this Section 404. Notwithstanding the foregoing, each of the
Noteholders hereby consents to the sale of Containers and the related items of Collateral by the
Issuer to CF Leasing on the Closing Date pursuant to that certain Purchase Agreement and related
Container Sale Agreement, each dated as of the Closing Date, between the Issuer and CF Leasing, and
the Agent hereby releases its security interest with respect to such sold Containers and related
items of Collateral.



          The Agent will, promptly upon receipt of such certificate from the Administrator, execute and
deliver to the Issuer a non-recourse certificate of release and such additional documents and
instruments as that Person may reasonably request to evidence the termination and release from the
Lien of this Loan Agreement of such Container, the other related items of Collateral.



          Section 405. Administration of Collateral. The Agent hereby acknowledges the
appointment by the Issuer of the Administrator and the Manager to service and administer the
Collateral in accordance with the provisions of the Administration Agreement and the Management
Agreement, respectively, and agrees to provide the Administrator and the Manager with such
documentation, and to take all such actions, as the Administrator and the Manager may reasonably
request in accordance with the provisions of the Administration Agreement and the Management
Agreement, respectively.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




          To induce the Noteholders to purchase the Notes, the Issuer hereby represents and warrants to
the Agent and the Noteholders that:



          Section 501. Existence. Issuer is a company duly organized, validly existing and in
good standing under the laws of Bermuda. Issuer is in good standing and is duly qualified to do
business in each state or county where the nature of its activities or properties require 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 Issuer to perform its
obligations under and comply with the terms of this Loan Agreement or any other Transaction to
which it is a party.



          Section 502. Authorization. Issuer has the power and is duly authorized to execute
and deliver this Loan Agreement and the other Transaction Documents to which is a



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party; and Issuer is authorized to perform its obligations under this Loan Agreement and under
the other Transaction Documents. The execution, delivery and performance by Issuer of this Loan
Agreement and the other Transaction Documents to which it is a party do not and will not require
any consent or approval of any Governmental Authority, stockholder or any other Person which has
not already been obtained.




          Section 503. No Conflict; Legal Compliance. The execution, delivery and performance
of this Loan Agreement and each of the other Transaction Documents and the execution, delivery and
payment of the Notes will not: (a) contravene any provision of Issuer’s articles of incorporation
or bye-laws or other organizational documents; (b) contravene, conflict with or violate any
applicable law or regulation, or any order, writ, judgment, injunction, decree, determination or
award of any Governmental Authority; or (c) violate or result in the breach of, or constitute a
default under this Loan Agreement or other loan or credit agreement, or other agreement or
instrument to which Issuer is a party or by which Issuer, or its property and assets may be bound
or affected in each case that would adversely affect the Issuer’s ability to consummate the
transactions contemplated hereby. Issuer is not in violation or breach of or default under (i) any
law, rule, regulation, order, writ, judgment, injunction, decree, determination or award except to
the extent that such violation would not materially and adversely affect the ability of the Issuer
to perform its obligations under and comply with the terms of the Supplement or any other
Transaction Document to which it is a party or (ii) any material contract, agreement, lease,
license, Loan Agreement or other instrument to which it is a party.



          Section 504. Validity and Binding. This Loan Agreement is, and other Transaction
Document to which Issuer is a party, when duly executed and delivered, will be, legal, valid and
binding obligations of Issuer, enforceable against Issuer in accordance with their respective
terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors’ rights or by general principles of
equity limiting the availability of equitable remedies.



          Section 505. Executive Offices. The current location of Issuers registered office and
its only “place of business” (within the meaning of Section 9-307 of the UCC) is located at
Clarendon House, Church Street, Hamilton HM 11 Bermuda, Attn: Secretary, Telephone: 441 295-1422,
Telefax: 441 292-4720. The books and records (including those regarding the Collateral) of the
Issuer are maintained at Clarendon House, Church Street, Hamilton HM 11 Bermuda. The Issuer does
not have or transact business under any trade names or other names.



          Section 506. No Agreements or Contracts. The Issuer has not transacted any business
on or prior to the Effective Date, except as contemplated by the “Transaction Documents” entered
into in connection with the original Loan Agreement, dated as of July 30, 1999, among the Issuer,
the Agent and First Union National Bank. The Issuer is not and has not been a party to any
contract or agreement (whether written or oral), other than the Transaction Documents, except for
the “Transaction Documents” entered into in connection with the Loan Agreement, dated as of July
30, 1999, among the Issuer, the Agent and First Union National Bank, and in connection with the
Amended and Restated Loan Agreement, dated as of July 19, 2001, among the Issuer, the Agent and
Fortis.



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          Section 507. Consents and Approval. Except for any approval, authorization or consent
to be obtained on or prior to the Effective Date, no approval, authorization or consent of any
trustee or holder of any Indebtedness or obligation of Issuer under any material agreement,
contract, lease or license or similar document or instrument to which Issuer is a party or by which
Issuer is bound, is required to be obtained by Issuer in order to make or consummate the
transactions contemplated under the Transaction Documents. All consents and approvals of, filings
and registrations with, and other actions in respect of, all Governmental Authorities required to
be obtained by Issuer in order to make or consummate the transactions contemplated under the
Transaction Documents have been, or prior to the time when required will have been, obtained,
given, filed or taken and are or will be in full force and effect.



          Section 508. Margin Regulations. Issuer does not own any “margin security”, as that
term is defined in Regulation U of the Federal Reserve Board, and the proceeds of the Notes will be
used only for the purposes contemplated hereunder. None of the proceeds of the Notes will be used,
directly or indirectly, for the purpose of purchasing or carrying any margin security, for the
purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry
any margin security or for any other purpose which might cause any of the Notes to be considered a
“purpose credit” within the meaning of Regulations T, U and X. Issuer will not take or permit any
agent acting on its behalf to take any action which might cause this Supplement or any document or
instrument delivered pursuant hereto to violate any regulation of the Federal Reserve Board.



          Section 509. Taxes. All federal, state, local and foreign tax returns, reports and
statements required to be filed by Issuer have been filed with the appropriate Governmental
Authorities, and all Taxes, Other Taxes and other impositions shown thereon to be due and payable
by Issuer have been paid prior to the date on which any fine, penalty, interest or late charge may
be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss
has been paid, or Issuer is contesting its liability therefor in good faith and has fully reserved
all such amounts according to GAAP. Issuer has paid when due and payable all material charges upon
the books of Issuer and Government Authority has asserted any Lien against Issuer with respect to
unpaid Taxes or Other Taxes.



          Section 510. Other Regulations. Issuer is not: (a) a “public utility company” or a
“holding company,” or an “affiliate” or a “Subsidiary company” of a “holding company,” or an
“affiliate” of such a “Subsidiary company,” as such terms are defined in the United States Public
Utility Holding Company Act of 1936, as amended, or (b) an “investment company,” or an “affiliated
person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms
are defined in the United States Investment Company Act of 1940, as amended. The application of
the proceeds and repayment of the Notes by Issuer and the performance of the transactions
contemplated by this Loan Agreement and the Transaction Documents will not violate any provision of
the United States Investment Company Act or the United States Public Utility Holding Company Act,
or any rule, regulation or order issued by the SEC thereunder.



          Section 511. Solvency. Issuer was and is Solvent before and after giving effect to
the transactions contemplated by this Supplement.



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          Section 512. Survival of Representations and Warranties. Except as otherwise provided
in this Section 512, the representations and warranties of each party hereto shall remain operative
and in full force and effect so long as any of the Notes shall be Outstanding. The representations
and warranties in this Agreement shall terminate upon the payment and performance in full of the
Outstanding Obligations.



          Section 513. No Default. No Event of Default, Potential Event of Default, Manager
Default or event or condition that with the giving of notice or the passage of time or both would
become a Manager Default has occurred and is continuing.



          Section 514. Litigation and Continent Liabilities. No claims, litigation, arbitration
proceedings or governmental proceedings by any Governmental Authority are pending or threatened
against or are affecting Issuer the results of which might interfere with the consummation of any
of the transactions contemplated by this Loan Agreement or any document issued or delivered in
connection herewith.



          Section 515. Title; Liens. Issuer has good, legal and marketable title to each of its
respective assets, and none of such assets is subject to any Lien, except for the Lien created
pursuant to this Loan Agreement.



          Section 516. Subsidiaries. At all times on or prior to the Effective Date, the Issuer
has had no Subsidiaries.



          Section 517. No Partnership. Issuer is not a partner or joint venturer in any
partnership or joint venture.



          Section 518. Pension and Welfare Plans. The Issuer does not maintain any Plan.



          Section 519. Ownership of Issuer. On the Effective Date, The Cronos Group owns 12,000
shares of the Issuer representing 100% of total authorized and issued share capital of the Issuer.



          Section 520. Perfected Priority Lien. On the Effective Date, all filing and other
actions have been made or taken in order to perfect the Lien in the Collateral created pursuant to
the terms of the Transaction Documents. On the Effective Date, the Agent, on behalf of the
Noteholders, will have a legal, valid and binding perfected Lien on the Collateral which Lien is
prior to all other Liens.



          Section 521. Trademarks, Patents, Copyrights, Franchises and Liens. The Issuer
possesses and owns all necessary trademarks, trade names, copyrights, patents (including those
listed on Schedule 1 hereto), patent rights, franchises and licenses which are material to the
conduct of its business as now operated.



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ARTICLE VI




COVENANTS




          For so long as any Obligation of the Issuer under this Loan Agreement and the Notes is
Outstanding, the Issuer shall observe each of the following covenants:



          Section 601. Payment of Principal and Interest; Payment of Taxes. (a) The
Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Loan Agreement.



          (b) Subject to the availability of funds therefor under Article III hereof, the Issuer will
pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1)
all taxes, of every kind and nature, and all other governmental charges levied or imposed upon the
Issuer or (to the extent payable by the Issuer) upon the income, profits or property (including the
Collateral or any part thereof) of the Issuer and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the Issuer; provided,
however, that the Issuer shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim the amount, applicability or validity of which
is being contested in good faith by appropriate proceedings and for which the Issuer maintains
adequate reserves and in no event shall any such contest result in an actual forfeiture of any
portion of the Collateral. The Issuer will deliver to the Agent receipts evidencing the payment of
all such taxes, assessments, levies, fees, rents and other public charges imposed upon or assessed
against the Issuer or the Collateral.



          Section 602. Maintenance of Office. The registered office of the Issuer and its only
“place of business” (within the meaning of Section 9-307 of the revised UCC) is located at
Clarendon House, Church Street, Hamilton HM 11, Bermuda. The Issuer shall not establish a new
location for its “place of business” (within the meaning of Section 9-307 of the UCC) registered
office unless (i) it shall have given to the Agent not less than thirty (30) days’ prior written
notice of its intention so to do, clearly describing such new location and providing such other
information in connection therewith as the Agent may reasonably request, and (ii) with respect to
such new location, it shall have taken at its own cost all action necessary so that such change of
location does not impair the security interest of the Agent in the Collateral, or the perfection of
the sale or contribution of the Containers to the Issuer, and shall have delivered to the Agent
copies of all filings required in connection therewith.



          Section 603. Existence. The Issuer will keep in full effect its existence, rights and
franchises as a company under the laws of Bermuda, and will obtain and preserve its qualification
as a foreign company in each jurisdiction in which such qualification is necessary to protect the
validity and enforceability of this Loan Agreement and the Notes.



          Section 604. Protection of Collateral. The Issuer will from time to time execute and
deliver all amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, and will, upon the reasonable request of
the Administrator or the Agent, take such other action necessary or advisable to:



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          (a) grant more effectively the security interest in all or any portion of the Collateral;



          (b) maintain or preserve the Lien of this Loan Agreement (and the priority thereof) or carry
out more effectively the purposes hereof;



          (c) perfect, publish notice of, or protect the validity of the security interest in the
Collateral created pursuant to this Loan Agreement;



          (d) enforce any of the items of the Collateral; and



          (e) preserve and defend its right, title and interest to the Collateral and the rights of the
Agent in such Collateral against the claims of all Persons (other than the Noteholders or any
Person claiming through the Noteholders).



          Section 605. Performance of Obligations. The Issuer will not take, or fail to take,
any action, and will use its best efforts not to permit any action to be taken by others, which
would release any Person from any of such Persons covenants or obligations under any agreement or
instrument included in the Collateral (excluding any Interest Rate Hedge Agreement), or which would
result in the amendment, hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such agreement or instrument (excluding any Interest Rate Hedge
Agreement).



          Section 606. Negative Covenants. The Issuer will not:



          (a) sell, transfer, exchange or otherwise dispose of any of the Collateral, except in
connection with a sale pursuant to Sections 612 or 817 hereof or as otherwise permitted by this
Loan Agreement; provided, that the Issuer (or the Manager on its behalf) may make sales of
Containers in the ordinary course of business so long as all of the following conditions are
fulfilled with respect to each such sale:




     (i) no Event of Default is continuing or would result from such sale,




     (ii) the number of Containers sold is a size consistent with the Manager’s
normal course of operations, and




     (iii) all Proceeds from such Sales are deposited into the Trust Account and
applied in accordance with Section 203(d) hereof (as the case may be).


Upon fulfillment of all the above conditions, the sold Containers shall be released from the Lien
of the Loan Agreement;




          (b) claim any credit on, make any deduction from the principal, premium, if any, or interest
payable in respect of the Notes (other than amounts properly withheld from such payments under any
Applicable Law) or assert any claim against any present or former Noteholder by reason of the
payment of any taxes levied or assessed upon any of the Collateral;



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          (c) (i) permit the validity or effectiveness of this Loan Agreement to be impaired, or (ii)
permit the Lien of this Loan Agreement with respect to the Collateral to be subordinated,
terminated or discharged, except as permitted in accordance with Section 404 or Article VII hereof,
or (iii) permit any Person to be released from any covenants or obligations with respect to such
Collateral, except as may be expressly permitted by the Management Agreement;



          (d) permit the Lien of the Agent, on behalf of the Noteholders, not to constitute a valid
first priority perfected Lien in the Collateral; or



          (e) transact any business within the United States of America; provided, however, that the
Issuer may lease one or more of the Containers to a Person located or operating in the United
States of America.



          Section 607. Non-Consolidation of Issuer. The Issuer shall (1) maintain its books and
records separate from the books and records of any other entity, (2) maintain separate bank
accounts, (3) not commingle its funds with those of any other Person, (4) not engage in any action
that would cause the separate legal identity of the Issuer not to be respected, including, without
limitation (a) holding itself out as being liable for the debts of any other Person or (b) acting
other than through its duly authorized representatives or agents, (5) maintain a separate office
from that of its shareholders, and (6) conduct all of its business correspondence in Issuer’s own
name.



          Section 608. No Bankruptcy Petition. The Issuer shall not (1) commence any case,
proceeding or other action under any existing or future bankruptcy, insolvency or similar law
seeking to have an order for relief entered with respect to it, or seeking reorganization,
arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar
official for it or any part of its assets, (3) make a general assignment for the benefit of
creditors, or (4) take any action in furtherance of, or consenting or acquiescing in, any of the
foregoing.



          Section 609. Liens. The Issuer shall not contract for, create, incur, assume or
suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter
acquired, except for (i) the Lien created pursuant to the terms of this Loan Agreement and (ii)
Permitted Liens.



          Section 610. Other Debt. The Issuer shall not contract for, create, incur, assume or
suffer to exist any indebtedness other than any Notes issued pursuant to this Loan Agreement, the
Seller Notes issued pursuant to the Purchase Agreement and any indebtedness incurred pursuant to
any Interest Rate Hedge Agreement required pursuant to Section 626 hereof, except trade payables
and expense accruals incurred in the ordinary course and which are incidental to the purposes
permitted pursuant to Section 616 hereof (including payables to manufacturers of Containers
incurred pursuant to purchase agreements with such manufacturers where the Issuer is the purchasing
counterparty (“Manufacturer Sale Agreements”)).



          Section 611. Guarantees, Loans, Advances and Other Liabilities. The Issuer will not
make any loan or advance or credit to, or guarantee (directly or indirectly or by an



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instrument having the effect of assuring another’s payment or performance on any obligation or
capability of so doing, or otherwise), endorse (except for the endorsement of checks for collection
or deposit) or otherwise become contingently liable, directly or indirectly, in connection with the
obligations, stock or dividends of, or own, purchase, repurchase or acquire (or agree contingently
to do so) any stock, obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person.




          Section 612. Consolidation, Merger and Sale of Assets. (a) The Issuer shall
not consolidate with or merge with or into any other Person or convey or transfer to any Person all
or any part of the Collateral, except for (A) (i) any such conveyance or transfer contemplated in
this Loan Agreement issued hereunder, (ii) any sale of any Container made in accordance with the
provisions of Section 6 of the Management Agreement, and (iii) any sale of any Container acquired
by the Issuer pursuant to any Manufacturer Sale Agreement to an Affiliate of the Issuer or to any
other Person for whom an Affiliate of the Issuer manages containers, or (B) upon the prior written
consent of the Agent.



          (a) The obligations of the Issuer hereunder shall not be assignable nor shall any Person
succeed to the obligations of the Issuer hereunder except in each case in accordance with the
provisions of this Loan Agreement.



          Section 613. Other Agreements. The Issuer will not after the date of the issuance of
the Notes enter into or become a party to any agreements or instruments other than this Loan
Agreement, the Guaranty, the Stock Pledge Agreements, the Purchase Agreement, any Interest Rate
Hedge Agreement required or permitted pursuant to Section 626 hereof, any Manufacturer Sale
Agreements pursuant to Section 610 hereof, or any other agreement(s) contemplated by this Loan
Agreement or the Purchase Agreement, including, without limitation, any agreement(s) for
disposition of the Collateral permitted by Sections 612, 804 or 817 hereof and any agreement(s) for
the sale or re-lease of a Container made in accordance with the provisions of the Purchase
Agreement. In addition, the Issuer will not amend, modify or waive any provision of the Purchase
Agreement or give any approval or consent or permission provided for therein without the prior
written consent of the requisite Persons set forth in the Purchase Agreement.



          Section 614. Charter Documents. The Issuer will not amend or modify its Memorandum of
Association or bye-laws, without (i) the unanimous vote of all Shareholders of the Issuer and (ii)
the prior written consent of the Majority of Holders.



          Section 615. Capital Expenditures. The Issuer will not make any expenditure (by
long-term or operating lease or otherwise) for capital assets (both realty and personalty), without
the prior, written approval of the Agent; provided, however, that if the then aggregate amount
advanced to the Issuer pursuant to this Loan Agreement shall be in compliance with the Asset Base
requirements set forth herein, no such prior, written approval of the Agent shall be required.



          Section 616. Permitted Activities. The Issuer will not engage in any activity or
enter into any transaction except as permitted under its Memorandum of Association or bye-laws as
in effect on the date on which this Loan Agreement is executed.



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          Section 617. Investment Company Act. The Issuer will conduct its operations, and will
cause the Administrator to conduct the Issuer’s operations, in a manner which will not subject it
to registration as an “investment company” under the United States Investment Company Act of 1940,
as amended.



          Section 618. Payments of Collateral. If the Issuer shall receive from any Person any
payments with respect to the Collateral (to the extent such Collateral has not been released from
the Lien of this Loan Agreement in accordance with Section 404 hereof), the Issuer shall receive
such payment in trust for the Agent, as secured party hereunder, and subject to the Agent’s
security interest and shall immediately deposit such payment in the Trust Account.



          Section 619. Notices. The Issuer will notify the Agent in writing of any of the
following events immediately upon learning of the occurrence thereof, describing the same and, if
applicable, the steps being taken by the Person(s) affected with respect thereto:



          (a) Default. The occurrence of an Event of Default or a Potential Event of Default;



          (b) Litigation. The institution of any litigation, arbitration proceeding or
proceeding before any Governmental Authority which might have or result in a Material Adverse
Change;



          (c) Material Adverse Change. The occurrence of a Material Adverse Change;



          (d) Other Events. The occurrence of such other events as the Agent or any Noteholder
may from time to time specify.



          Section 620. Books and Records. The Issuer shall, and shall cause the Administrator
to, maintain complete and accurate books and records in which full and correct entries in
conformity with GAAP shall be made of all dealings and transactions in relation to its business and
activities.



          Section 621. Taxes. The Issuer shall, or shall cause the Administrator to, pay when
due, all of its taxes, unless and only to the extent that Issuer is contesting such taxes in good
faith and by appropriate proceedings and Issuer has set aside on its books such reserves or other
appropriate provisions therefor as may be required by GAAP.



          Section 622. Subsidiaries. The Issuer shall not create any Subsidiaries.



          Section 623. Investments. The Issuer shall not make or permit to exist any Investment
in any Person except for Investments in Eligible Investments made in accordance with the terms of
this Loan Agreement.



          Section 624. Use of Proceeds. The Issuer shall use the proceeds of the Notes only for
the purchase of Containers and other general corporate purposes. In addition, Issuer shall not
permit any proceeds of the Notes to be used, either directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of “purchasing or carrying any margin



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stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System, as amended from time to time, and shall furnish to each Bank, upon its request, a statement
in conformity with the requirements of Regulation U.




          Section 625. Managerial Report. On or prior to each Determination Date, the Issuer
shall deliver to the Agent each of the following: (i) an Asset Base Certificate as of the most
recent Collection Period Date, (ii) a Distribution Report for the related Collection Period, (iii)
a report stating the Gross Lease Revenues, Operating Expenses, Net Lease Revenues, Management Fee,
Original Equipment Cost, Net Book Value, average age of the Containers, an aged accounts receivable
summary and the top ten customers of the Manager, and (iv) calculation and certification of each of
the financial covenants set forth herein.



          Section 626. Interest Rate Hedge Agreements. (a) The Issuer shall enter
into and maintain on or prior to the thirtieth (30th) day following August 1, 2005, and, upon any
subsequent acquisition of Containers, within thirty (30) days thereafter, Interest Rate Hedge
Agreements, with one or more Interest Rate Hedge Providers having a long-term senior unsecured
indebtedness rated not less than “A-1” by S&P or “A3” by Moody’s and which is reasonably
satisfactory to the Agent, having aggregate notional principal balances of not less than
seventy-five percent (75%), and not more than one hundred percent (100%), of Advances allocated (on
a Net Book Value basis) to Eligible Containers subject to Finance Leases with a remaining tenor of
more than three (3) years. Such Interest Rate Hedge Agreements shall protect the Issuer from
fluctuations in interest rates which would increase the interest payments of the Issuer on Notes
issued under this Loan Agreement; provided, however, this provision shall not require the Issuer to
enter into any Interest Rate Hedge Agreement having an original notional value of less than Five
Million Dollars ($5,000,000). All Interest Rate Hedge Providers shall be required to enter into
agreements not to commence any case, proceeding or other action under any existing or future
insolvency law seeking to have an order for relief entered with respect to the Issuer.



          (b) All payments received from an Interest Rate Hedge Provider shall be deposited by the
Issuer directly into the Trust Account.



          Section 627. Financial Statements. (a) Within one hundred twenty (120) days after the
end of each fiscal year of the Issuer, one copy of:




     (i) consolidated balance sheet of the Issuer, at the end of such fiscal year;
and




     (ii) consolidated statement of income of the Issuer for such fiscal year and
consolidated statements of income, retained earnings and cash flows of the Issuer
for such fiscal year, setting forth in each case in comparative form the figures for
the previous year.



          (b) Within sixty (60) days after the end of each fiscal quarter of the Issuer, one copy of:




     (i) consolidated balance sheet of the Issuer, at the end of such fiscal
quarter; and



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     (ii) consolidated statement of income of the Issuer for such fiscal quarter and
consolidated statements of income, retained earnings and cash flows of the Issuer
for that portion of such fiscal year, setting forth in each case in comparative form
the figures for the equivalent timeframe for the previous year.



          Section 628. Seller Notes. Issuer shall only make any payments on the Seller Notes
from amounts distributed to the Issuer pursuant to clause (14) of Section 302; provided, however,
that on the Effective Date the Issuer may make payments on the Seller Notes from any amounts then
on deposit in the Trust Account (after giving effect to the provisions of Clause (14) of Section
302(a)).



          Section 629. Maintenance of the Collateral. Issuer shall maintain at its expense, or
cause the Manager to maintain, each item of Collateral in good order and in safe operating
condition in accordance with the manufacturer’s specifications therefor and in accordance with
international conventions regarding Containers.



          Section 630. Insurance. Issuer shall insure, at its expense, or cause the Manager to
insure, the Containers against risks for physical damage, total loss and claims by third parties
for damage. The coverages to be provided under policy with a reputable insurer to be in accordance
with industry practice in terms of amount, risks and deductibles.



          Section 631. Nonconsolidation Matters.



          The Issuer shall:




	 	(1)	 	not engage in any business unrelated to the ownership and
financing, leasing, use and operation of the Containers;
	 
	 	(2)	 	not have any assets other than those related to the Containers;
	 
	 	(3)	 	do all things necessary to preserve its existence;
	 
	 	(4)	 	maintain its accounts, books and records separate from any
other Person;
	 
	 	(5)	 	maintain its books, records, resolutions and agreements as
official records;
	 
	 	(6)	 	not commingle its funds or assets with those of any other
Person;
	 
	 	(7)	 	hold its assets in its own name and maintain its assets in such
a manner that it will not be costly or difficult to segregate, ascertain or
identify its individual assets from those of any Affiliate or any other Person;
	 
	 	(8)	 	conduct its business in its name;
	 
	 	(9)	 	maintain its books, records, financial statements, accounting
records, bank accounts and other entity documents separate from any other
Person, and file its own tax returns;




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	 	(10)	 	pay its own liabilities out of its own funds and assets;
	 
	 	(11)	 	observe all corporate formalities;
	 
	 	(12)	 	maintain an arms-length relationship with its Affiliates;
	 
	 	(13)	 	not have or assume any indebtedness, secured or unsecured,
direct or indirect, absolute or contingent (including guaranteeing any
obligation), other than as expressly permitted under the Transaction Documents;
	 
	 	(14)	 	not assume or guaranty or become obligated for the debts of any
other Person nor hold itself out to be responsible for the debts or obligations
of any other Person;
	 
	 	(15)	 	not acquire obligations or securities of its member, beneficial
owners or its Affiliates;
	 
	 	(16)	 	remain Solvent, pay debts and liabilities as they become due
and allocate fairly and reasonably shared expenses, including, without
limitation, shared office space;
	 
	 	(17)	 	not pledge its assets for the benefit of any other Person,
except pursuant to the Transaction Documents;
	 
	 	(18)	 	hold itself out and identify itself as a separate and distinct
entity under its own name and not as a division or part of any other Person;
	 
	 	(19)	 	maintain and utilize separate stationary, invoices and checks;
	 
	 	(20)	 	not make loans or advances to any other Person;
	 
	 	(21)	 	not identify its members, beneficial owners or any of its
Affiliates as a division or part of it;
	 
	 	(22)	 	not enter into or be a party to any transaction, contract or
agreement with its member, beneficial owners or its Affiliates other than as
contemplated in the Transaction Documents, except in the ordinary course of its
business and on terms which are intrinsically fair and are no less favorable to
it than would be obtained in a comparable arms-length transaction with an
unrelated third party;
	 
	 	(23)	 	pay the salaries of its own employees from its own funds;
	 
	 	(24)	 	maintain adequate capital for the normal obligations reasonably
foreseeable in its contemplated business and in light of its contemplated
business operations.




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	 	(25)	 	not guarantee any obligation of any Person, including any
Affiliate (except as permitted by the Transaction Documents);
	 
	 	(26)	 	not engage, directly or indirectly, in any business other than
that arising out of the ownership and leasing of the Containers and the
issuance of the Indebtedness or the actions required or permitted to be
performed under the Transaction Documents;
	 
	 	(27)	 	not incur, create or assume any indebtedness other than the
indebtedness incurred by the Issuer in accordance with the Transaction
Documents;
	 
	 	(28)	 	not to the fullest extent permitted by law, engage in any
dissolution, liquidation, conversion, domestication (including transfer and
continuance), consolidation, merger, asset sale or transfer of ownership
interests other than such activities as are expressly permitted pursuant to any
provision of the Transaction Documents; and
	 
	 	(29)	 	not form, acquire or hold any subsidiary (whether corporate,
partnership, limited liability company or other).





ARTICLE VII




DISCHARGE OF LOAN AGREEMENT




          Section 701. Full Discharge. After payment in full of (i) the principal of, and
premium, if any, and interest on, the Notes, (ii) the fees and charges of the Agent and (iii) all
other obligations of the Issuer under this Loan Agreement the Agent shall, at the request of the
Issuer, execute and deliver to the Issuer such deeds or other instruments as shall be requisite to
evidence the satisfaction and discharge of this Loan Agreement and the security hereby created, and
to release the Issuer from its covenants contained in this Loan Agreement.



          Section 702. Unclaimed Funds. In the event that any amount due to any Noteholder
remains unclaimed, the Issuer shall, at its expense, cause to be published once, in the eastern
edition of The Wall Street Journal, notice that such money remains unclaimed. Any such
unclaimed amounts shall not be invested by the Agent (notwithstanding the provisions of Section 303
hereof) and no additional interest shall accrue on the related Note subsequent to the date on which
such funds were available for distribution to such Noteholder. Any such unclaimed amounts shall be
held by the Agent in trust until the latest of (i) two years after the date of the publication
described in the second preceding sentence, (ii) the date all other registered Noteholders shall
have received full payment of all principal of and premium, if any, and interest and other sums
payable to them on such Notes or the Agent shall hold (and shall have notified the registered
Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment
thereof when due, and (iii) the date the Issuer shall have fully performed and observed all their
covenants and obligations contained in this Loan Agreement with respect to such Notes. Thereafter
any such unclaimed amounts shall be paid by the Agent on demand to the Issuer.



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          Thereupon the Agent shall be released from all further liability with respect to such monies,
and thereafter the registered Noteholders in respect of which such monies were so paid to the
Issuer shall have no rights in respect thereof except to obtain payment of such monies from the
Issuer.



ARTICLE VIII




DEFAULT PROVISIONS AND REMEDIES




          Section 801. Event of Default. “Event of Default,” wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or result from the operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):




     (i) default in the payment of principal (including, without limitation, any
Scheduled Principal Payment Amount), the premium, if any, and interest on the Notes
or Commitment Fees within five (5) calendar days after the same shall have become
due and payable in accordance with the terms of such Notes and this Loan Agreement.




     (ii) default in any material respect in the performance, or breach in any
material respect, of any covenant of the Issuer in this Loan Agreement or any other
Transaction Document (other than a covenant or agreement a breach of which or
default in the performance of which breach is elsewhere in this Section 801
specifically dealt with), or if any representation or warranty of the Issuer made in
this Loan Agreement or any other Transaction Document or in any certificate or other
writing delivered pursuant hereto or thereto or in connection herewith with respect
to or affecting the Notes shall prove to be inaccurate in any material respect as of
the time when the same shall have been made, and, if such breach or default or
inaccuracy is curable, continuance of such default or breach or inaccuracy for a
period of 60 consecutive days after the earlier to occur of (i) actual knowledge of
such default, breach or inaccuracy by the Issuer or (ii) the date on which there has
been given, by telephone or facsimile, to the Issuer by the Agent, or to the Issuer
and the Agent by any Noteholder, a written notice specifying such default or breach
or inaccuracy and requiring it to be remedied;




     (iii) the entry of a decree or order for relief by a court having jurisdiction
in respect of the Issuer in any involuntary case under any applicable Insolvency
Law, or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, or sequestrator (or other similar
official) for the Issuer, as the case may be, or for any substantial part of their
respective properties, or ordering the winding up or liquidation of their respective
affairs, and the continuance of any such decree or order unstayed and in effect for
a period of 60 consecutive days;



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     (iv) the commencement by the Issuer of a voluntary case under any applicable
Insolvency Law, or other similar law now or hereafter in effect, or the consent by
the Issuer, as the case may be, to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar
official) of the Issuer, as the case may be, or any substantial part of their
respective properties, or the making by the Issuer of any general assignment for the
benefit of creditors, or the failure by the Issuer generally to pay its debts as
they become due, or the taking of corporate action by the Issuer in furtherance of
any such action;




     (v) any Transaction Document ceases to be in full force and effect;




     (vi) the continuation of a Manager Default for a period of 60 consecutive days
following the date on which such Manager Default occurred;




     (vii) the occurrence of a Guarantor Event of Default;




     (viii) the Issuer shall have failed to redeem the Notes as and when required by
Section 203(c) hereof;




     (ix) the Agent shall fail to have a first priority perfected security interest
in the Collateral and such condition remains unremedied for ten consecutive days;




     (x) the sum of the then unpaid principal balances of all Notes then Outstanding
on any Payment Date (after giving effect to all payments of principal to be paid on
such Payment Date) exceeds the Asset Base, and such condition is not remedied for a
period of ten (10) consecutive days;




     (xi) a Manager Default shall have occurred and then be continuing and a
replacement Manager is not appointed within 60 days thereof;




     (xii) the Interest Coverage Ratio of The Cronos Group determined as of any
Payment Date occurring on or after the Effective Date shall be less than 1.1 to 1.0;




     (xiii) the Issuer, Manager or Guarantor shall fail to be in compliance with any
of their financial covenants set forth in this Agreement, the Management Agreement,
the Guaranty or any other Transaction Document;




     (xiv) the Guarantor shall have a Tangible Net Worth Leverage Ratio of greater
than 4.50 to 1.0; or




     (xv) the Guarantor shall fail to maintain a Tangible Net Worth of at least an
amount equal to the sum of (x) Fifty Million Dollars ($50,000,000) plus (y) fifty
percent (50%) of all consolidated net income (but not reduced for losses) for all
periods beginning after December 31, 2004.



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          Section 802. Acceleration of Stated Maturity; Rescission and Annulment.



          (a) Upon the occurrence of an Event of Default under either clause (iii) or (iv) of Section
801, then the principal of, and accrued interest on, all Notes then Outstanding shall become
immediately due and payable without any further action by any Person. If any other Event of
Default under Section 801 occurs and is continuing, then in every case the Agent (unless instructed
in writing to the contrary by the Majority of Holders) shall declare the principal of, and accrued
interest on, all Notes then Outstanding to be due and payable immediately, by a notice in writing
to the Issuer, and upon any such declaration such principal and accrued interest shall become
immediately due and payable.



          (b) At any time after such a declaration of acceleration has been made and before a judgment
or decree for payment of the money due has been obtained by the Agent as hereinafter in this
Article provided, the Majority of Holders, by written notice to the Issuer and the Agent, may
rescind and annul such declaration and its consequences if:




     (i) the Issuer has paid or deposited with the Agent a sum sufficient to pay:




     (A) all of the installments of interest and premium on and principal of
all Notes which were overdue prior to the date of such acceleration;




     (B) to the extent that payment of such interest is lawful, interest
upon overdue installments of interest at the default Overdue Rate;




     (C) all sums paid or advanced by the Agent hereunder or the Manager and
the reasonable compensation, out-of-pocket expenses, disbursements and
advances of the Agent, its agents and counsel incurred in connection with
the enforcement of this Loan Agreement; and




     (ii) all Events of Default, other than the nonpayment of the principal of or
interest on Notes which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 813 hereof.



     No such rescission with respect to any Event of Default shall affect any subsequent Event of
Default or impair any right consequent thereon.



          (c) Upon the occurrence of an Event of Default, Issuer shall cause Manager to (i) provide to
the Agent such information as the Agent may request in order to ascertain the location and
condition of the Containers, (ii) grant Agent or any of its employees or agents access to Manager’s
information system (and the system of any affiliates of either of them) providing the equipment
management and tracking information and (iii) grant the Agent the right to conduct, by itself or
through its designated agents on any date the Agent shall in its sole discretion determine, an
audit of the Issuer at Issuer’s expense.



          Section 803. Collection of Indebtedness.



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          The Issuer covenants that, if an Event of Default occurs and is continuing, the Issuer will,
upon demand of the Agent, pay to the Agent, for the benefit of the Noteholders, the whole amount
then due and payable on such Notes for principal and interest, with interest upon the overdue
principal and, to the extent that payment of such interest shall be legally enforceable, upon
overdue installments of interest, at the default interest rate payable with respect to each such
Note; and, in addition thereto, such further amount as shall be sufficient to cover all Outstanding
Obligations, including the costs and out-of-pocket expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Agent, its agents and counsel incurred in
connection with the enforcement of this Loan Agreement.



          Section 804. Remedies.



          (a) If an Event of Default shall occur and be continuing, the Agent, by such officer or agent
as it may appoint, (A) shall notify the Noteholders of such Event of Default, (B) may replace the
Manager in accordance with the terms of the Management Agreement, and (C) shall (unless instructed
in writing to the contrary by the Majority of Holders) take all of the following actions:




     (i) institute any Proceedings for the collection of all amounts then due and
payable on the Notes or under this Loan Agreement, whether by declaration or
otherwise, enforce any judgment obtained, and collect from the Collateral and any
other assets of the Issuer any monies adjudged due;




     (ii) take possession of the Collateral or any portion thereof or rights or
interest therein, and, in accordance with the provisions of Section 804(b) hereof,
sell or re-lease such Collateral;




     (iii) institute any Proceedings from time to time for the complete or partial
foreclosure of the Lien created by this Loan Agreement with respect to the
Collateral;




     (iv) exercise any remedies of a secured party under the Uniform Commercial Code
or any applicable law (to the extent not otherwise dealt with in this Section
804(a)) and take any other appropriate action to protect and enforce the rights and
remedies of the Agent or the Noteholders hereunder; and




     (v) terminate the Commitments of the Noteholders.



          (b) Upon foreclosing upon or otherwise taking possession of the Collateral in accordance with
the provisions of Section 804(a) above, the Agent shall, in accordance with the written directions
of the Majority of Holders, exercise one or more of the following options: (i) sell the Collateral
in accordance with the provisions of Section 817 hereof or (ii) arrange for the Manager to operate
the Collateral in accordance with the provisions of this Section 804(b).



          If the Agent shall have not received written direction from the Majority of Holders with
respect to the foregoing actions within 30 days after the date on which Event of Default shall have
occurred, then the Majority of Holders shall be deemed to have elected to have a replacement
Manager operate the Collateral in accordance with the provisions of this



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Section 804(b) for a period not to exceed one year. The Agent shall then use its best efforts
to appoint a company having a net worth of not less than $5,000,000 and whose regular business
includes equipment leasing, as the successor to the Manager of all or any part of the
responsibilities, duties or liabilities of the Manager under the Management Agreement. In
connection with the appointment of a replacement Manager, the Agent may make such arrangements for
the compensation of such replacement out of Net Container Revenues as the Agent shall agree;
provided, however, that no such revised compensation shall be in excess of the Management Fees
permitted the Manager under the Management Agreement and the arrangement for reimbursement of
expenses shall be no more favorable than that set forth in the Management Agreement. If the Agent
is unable to arrange for a replacement Manager within 90 Business Days, then the Agent shall sell
the Collateral in accordance with Section 817 hereof.




          Section 805. Agent May Enforce Claims Without Possession of Notes.



          (a) In all Proceedings brought by the Agent (and also any Proceedings involving the
interpretation of any provision of this Loan Agreement to which the Agent shall be a party), the
Agent shall be held to represent all of the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.



          (b) All rights of action and claims under this Loan Agreement or such Notes may be prosecuted
and enforced by the Agent without the possession of any of the Notes or the production thereof in
any Proceeding relating thereto, and any such Proceeding instituted by the Agent shall be brought
in its own name as Agent hereunder, and any recovery whether by judgment, settlement or otherwise
shall, after provision for the payment of the reasonable compensation, expenses, and disbursements
incurred and advances made, by the Agent, its agents and counsel, be for the ratable benefit of the
Holders of the Notes.



          Section 806. Allocation of Money Collected.



          If the Notes have been declared due and payable following an Event of Default and such
declaration and its consequences have not been rescinded or annulled, any money collected by the
Agent pursuant to this Article or otherwise and any other monies that may be held or thereafter
received by the Agent as security for such Notes shall be applied, to the extent permitted by law,
in the following order, at the date or dates fixed by the Agent:



          FIRST: To the payment of all amounts due to the Agent in connection with the enforcement of
the remedies set forth in this Article VIII; and



          SECOND: Any remaining amounts shall be distributed in accordance with Section 302(a) hereof.



          Section 807. Limitation on Suits.



          Except to the extent provided in Section 808 hereof, no Noteholder shall have the right to
institute any Proceeding, with respect to this Loan Agreement, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:



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     (i) such Holder has previously given written notice to the Agent of a
continuing Event of Default;




     (ii) the Agent, after request by the Noteholders, shall have failed to
institute Proceedings in accordance with the provisions of Section 804 hereof;




     (iii) such Holder or Holders have offered to the Agent reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with such
request (the unsecured indemnity of a Rated Institutional Noteholder being deemed
satisfactory for such purpose);




     (iv) the Agent has, for 30 days after its receipt of such notice, request and
offer of security or indemnity, failed to institute any such Proceeding; and




     (v) no direction inconsistent with such written request has been given to the
Agent during such 30-day period by the Majority of Holders;


it being understood and intended that no one or more Noteholders shall have any right in any manner
whatever by virtue of, or by availing themselves of, any provision of this Loan Agreement to
affect, disturb or prejudice the rights of any other Noteholder, or to obtain or to seek to obtain
priority or preference over any other Noteholder or to enforce any right under this Loan Agreement,
except in the manner herein provided and for the benefit of all Noteholders.




          Section 808. Unconditional Right of Holders to Receive Principal and Interest.



          Notwithstanding any other provision of this Loan Agreement, each Noteholder shall have the
right, which is absolute and unconditional, to receive payment of the principal of and interest on
such Note as such principal and interest becomes due and payable and to institute any Proceeding
for the enforcement of such payment, and such rights shall not be impaired without the consent of
such Holder.



          Section 809. Restoration of Rights and Remedies.



          If the Agent or any Holder has instituted any Proceeding to enforce any right or remedy under
this Loan Agreement and such Proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Agent or to such Holder, then and in every such case, subject to
any determination in such Proceeding, the Issuer, the Agent and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Agent and the Holders shall continue as though no such Proceeding had been
instituted.



          Section 810. Rights and Remedies Cumulative.



          No right or remedy conferred upon or reserved to the Agent or to the Holders pursuant to this
Loan Agreement is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or



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otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate right or remedy.




          Section 811. Delay or Omission Not Waiver.



          No delay or omission of the Agent or of any Holder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Agent or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Agent or by the Holders, as the case may be.



          Section 812. Control by Majority of Holders.



          Upon the occurrence of an Event of Default, the Majority of Holders shall, subject to the
express provisions of Article VIII of this Loan Agreement, have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the Agent or exercising
any trust or power conferred on the Agent, provided that (i) such direction shall not be in
conflict with any rule of law or with this Loan Agreement, including, without limitation, Section
804 hereof, (ii) such Noteholders have offered to the Agent reasonable indemnity against costs,
expenses and liabilities which it might incur in connection therewith (the unsecured indemnity of a
Rated Institutional Noteholder being deemed sufficient for such purpose) and (iii) the Agent may
take any other action deemed proper by the Agent which is not inconsistent with such direction;
provided, however, that the Agent need not take any action which it determines might involve it in
personal liability or be unjustly prejudicial to the Noteholders not consenting.



          Section 813. Waiver of Past Defaults.



          (a) The Majority of Holders may, on behalf of all Noteholders, waive any past Event of Default
and its consequences, except an Event of Default (i) in the payment of the principal of or interest
on any Note, or (ii) in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of all the Noteholders.



          (b) Upon any such waiver, such Event of Default shall cease to exist and shall be deemed to
have been cured and not to have occurred for every purpose of this Loan Agreement; provided,
however, that no such waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon.



          Section 814. Undertaking for Costs.



          All parties to this Loan Agreement agree, and each Holder of any Note by acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Loan Agreement, or in any suit against the Agent for
any action taken, suffered or omitted by it as Agent, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; provided, however, that the provisions of this Section 814 shall not apply to



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any suit instituted by the Agent, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% of the aggregate principal balance of the Notes then
Outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Note on or after the stated maturity date of such Note.




          Section 815. Waiver of Stay or Extension Laws.



          The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Loan Agreement. The Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that
it will not hinder, delay or impede the execution of any power herein granted to the Agent, but
will suffer and permit the execution of every such power as though no such law had been enacted.



          Section 816.
Reserved.


          Section 817. Sale of Collateral.



          (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant
to Section 804 hereof shall not be exhausted by any one or more Sales as to any portion of the
Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have
been sold or all amounts payable on the Notes and under this Loan Agreement and the related
Supplement with respect thereto shall have been paid. The Agent may from time to time postpone any
Sale by public announcement made at the time and place of such Sale.



          (b) Upon any Sale, whether made under the power of sale hereby given or under judgment, order
or decree in any Proceeding for the foreclosure or involving the enforcement of this Loan
Agreement: (i) the Agent, on behalf of all Noteholders, may bid for and purchase the property being
sold, and upon compliance with the terms of such Sale may hold, retain and possess and dispose of
such property in accordance with the terms of this Loan Agreement; and (ii) the receipt of the
Agent or of any officer thereof making such sale shall be a sufficient discharge to the purchaser
or purchasers at such sale for its or their purchase money, and such purchaser or purchasers, and
its or their assigns or personal representatives, shall not, after paying such purchase money and
receiving such receipt of the Agent or of such officer therefor, be obliged to see to the
application of such purchase money or be in any way answerable for any loss, misappropriation or
non-application thereof.



          (c) The Agent shall execute and deliver an appropriate instrument of conveyance transferring
its interest in any portion of the Collateral in connection with a Sale thereof. In addition, the
Agent is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and
convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take
all action necessary to effect such Sale. No purchaser or transferee at such a Sale shall be bound
to ascertain the Agent’s authority, inquire into the satisfaction of any conditions precedent or
see to the application of any monies.



          Section 818. Action on Notes.



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          The Agent’s right to seek and recover judgment on the Notes or under this Loan Agreement shall
not be affected by the seeking, obtaining or application of any other relief under or with respect
to this Loan Agreement. Neither the Lien of this Loan Agreement nor any rights or remedies of the
Agent or the Noteholders shall be impaired by the recovery of any judgment by the Agent against the
Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or
upon any of the assets of the Issuer.



ARTICLE IX




THE AGENT




          Section 901. Appointment and Authorization.



          Each Noteholder, by acceptance of its Note, hereby irrevocably appoints, designates and
authorizes Fortis as its agent under this Loan Agreement and under each of the other Transaction
Documents and irrevocably authorizes the Agent to take such action on its behalf under the
provisions of this Loan Agreement and each other Transaction Document and to exercise such powers
and perform such duties as are expressly delegated to it by the terms of this Loan Agreement or any
other Transaction Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this Loan Agreement or in any
other Transaction Documents, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary
relationship with any Noteholder, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Loan Agreement or any other Transaction Document
or otherwise exist against the Agent.



          Section 902. Delegation of Duties.



          The Agent may execute any of its duties under this Loan Agreement or any other Transaction
Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for
the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.



          Section 903. Liability of Agent.



          None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Loan Agreement or any other Transaction
Document (except for its own gross negligence or willful misconduct), or (b) be responsible in any
manner to any Noteholder for any recital, statement, representation or warranty made by Issuer, or
any officer thereof, contained in this Loan Agreement or in any other Transaction, Document, or in
any certificate, report, statement or other document referred to or provided for in, or received by
the Agent under or in connection with, this Loan Agreement or any other Transaction Document, or
for the value of any Collateral or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Loan Agreement or any other Transaction Document, or for any failure of the
Issuer or any other party to any Transaction Document to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be



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under any obligation to any Noteholder to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Loan Agreement or any
other Transaction Document, or to inspect the properties, books or records of Issuer.




          Section 904. Reliance by the Agent.



          The Agent shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to Issuer), independent accountants and other
experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take
any action under this Loan Agreement or any other Transaction Document unless it shall first be
indemnified to its satisfaction by the Noteholders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action (the unsecured
indemnity of a Rated Institutional Noteholder deemed sufficient for such purpose). The Agent shall
in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement
or any other Transaction Document in accordance with a request or consent of the Majority of
Holders and such request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Noteholders.



          Section 905. Notice of Default.



          The Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of
Default or Potential Event of Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Agent on behalf and for the benefit of the
Noteholders, unless the Agent shall have received written notice from a Noteholder or the Issuer
referring to this Loan Agreement, describing such Event of Default or Potential Event of Default
and stating that such notice is a “notice of default”. In the event that the Agent receives such a
notice, the Agent shall give notice thereof to the Noteholders. The Agent shall take such action
with respect to such Event of Default or Potential Event of Default as shall be required by Article
VIII hereof; provided, however, that unless and until the Agent shall have received any such
request, the Agent may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Event of Default or Potential Event of Default as it shall deem
advisable or in the best interest of the Noteholders.



          Section 906. Credit Decision.



          Each Noteholder by acceptance of a Note expressly acknowledges that none of the Agent-Related
Persons has made any representation or warranty to it and that no act by the Agent hereinafter
taken, including any review of the affairs of Issuer, shall be deemed to constitute any
representation or warranty by the Agent to any Noteholder. Each Noteholder represents to the Agent
that it has, independently and without reliance upon the Agent and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of
Issuer, and all applicable Noteholder regulatory laws relating to the transactions contemplated
thereby, and made its own decision to enter into this Loan Agreement



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and extend credit to Issuer under and pursuant to this Loan Agreement. Each Noteholder also
represents that it will, independently and without reliance upon the Agent and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the
other Transaction Documents, and to make such investigations as it deems necessary to inform itself
as to the business, prospects, operations, property, financial and other condition and
creditworthiness of Issuer. Except for notices, reports and other documents expressly herein
required to be furnished to the Noteholders by the Agent, the Agent shall not have any duty or
responsibility to provide any Noteholder with any credit or other information concerning the
business, prospects, operations, property, financial and other condition or creditworthiness of
Issuer, which may come into the possession of any of the Agent-Related Persons.




          Section 907. Indemnification.



          Whether or not the transactions contemplated hereby shall be consummated, the Noteholders
shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf
of Issuer and without limiting the obligation of Issuer to do so), ratably from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses and disbursements of any kind whatsoever which may at any time (including at any time
following the repayment of the Advances and the termination or resignation of the related Agent) be
imposed on, incurred by or asserted against any such Person in any way relating to or arising out
of this Loan Agreement or any document contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by any such Person under
or in connection with any of the foregoing; provided, however, that no Noteholder shall be liable
for the payment to the Agent-Related Persons of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
solely from such Person’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Noteholder shall reimburse the Agent upon demand for its ratable share of any costs
or out-of-pocket expenses (including reasonable attorney fees) incurred by the Agent in connection
with the preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Loan Agreement, any other Transaction Document, or any
document contemplated by or referred to herein to the extent that the Agent is not reimbursed for
such expenses by or on behalf of the Issuer. Without limiting the generality of the foregoing, if
the United States Internal Revenue Service or any other Governmental Authority of the United States
or other jurisdiction asserts a claim that the Agent did not properly withhold tax from amounts
paid to or for the account of any Noteholder (because the appropriate form was not delivered, was
not properly executed, or because such Noteholder failed to notify the Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason), such Noteholder shall indemnify the Agent fully for all amounts paid,
directly or indirectly, by the Agent as tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the amounts payable to the Agent under this
Section 907, together with all costs and expenses (including reasonable attorney fees). The
obligation of the Noteholders in this Section 907 shall survive the payment of all Obligations.



          Section 908. Agent in Individual Capacity.



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          Fortis and its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory or other business with Issuer and any of its affiliates as though Fortis
were not the Agent hereunder and without notice to or consent of the Noteholders. With respect to
its Notes, Fortis shall have the same rights and powers under this Loan Agreement as any other
Noteholder and may exercise the same as though it were not the Agent, and the terms “Noteholder”
and “Noteholders” shall include Fortis in its individual capacity.



          Section 909. Successor Agent.



          The Agent may, and at the request of the Majority of Holders, the Agent shall, resign as Agent
upon thirty (30) days’ notice to the Noteholders. If the Agent shall resign as Agent under this
Loan Agreement, the Majority of Holders shall appoint from among the Noteholders a successor agent
for the Noteholders. If no successor agent is appointed prior to the effective date of the
resignation of the Agent, the Agent may appoint, after consulting with the Noteholders and the
Issuer, a successor agent from among the Noteholders. Upon the acceptance of its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties
of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s
appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s
resignation hereunder as Agent, the provisions of this Article IX shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent under this Loan Agreement. If no
successor agent has accepted appointment as Agent by the date which is thirty (30) days following a
retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless
thereupon become effective and the Noteholders shall perform all of the duties of the Agent
hereunder until such time, if any, as the Majority of Holders appoint a successor agent as provided
for above.



ARTICLE X




CONDITIONS OF EFFECTIVENESS AND SUBSEQUENT ADVANCES




          Section 1001. Effectiveness. The effectiveness of this Loan Agreement is subject to
the conditions precedent that the Agent shall have received all of the following, each duly
executed and dated as of the Effective Date, in form and substance satisfactory to each of the
Noteholders and each (except for the Notes, of which only one original of each shall be signed) in
sufficient number of signed counterparts to provide one original for each Noteholder:



          (a) Notes. Separate Notes executed by the Issuer in favor of each Noteholder.



          (b) Certificate(s) of Chief Financial Officer and Secretary. Separate certificates,
each dated the Effective Date, executed by authorized signatories of each of Manager,
Administrator, the Guarantor, Issuer and all Sellers, certifying (i) that the respective company
has the authority to execute and deliver, and perform their respective obligations under each of
the Transaction Documents to which it is a party, (ii) that attached to such certificate(s) is a
true, correct and complete copy of the certificate of incorporation or other organizational
document of such company certified by proper Secretary of State or such other Governmental



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Authority or corporate secretary, as applicable, as of date close to the Effective Date, (iii)
that attached to such certificate is a true, correct and complete copy of the bylaws (or bye-laws)
and each other organizational document of such company then in full force and effect, (iv) that
attached to such certificate is a certificate of the Secretary of State (or equivalent) of any
other jurisdiction where Issuer is required to be qualified to do business, dated as of a date
close to the Effective Date, stating that such company is a corporation in good standing in such
jurisdiction, (v) that attached to such certificate is a true, correct and complete copy of the
resolutions adopted by the board of directors of each of such company then in full force and effect
authorizing the execution, delivery and performance by such company of each of the Transaction
Documents to which such company is a party, and (vi) the name of the officer(s) of such company
authorized to execute Transaction Documents on behalf of such company together with a sample of the
true signatures of such officer(s).




          (c) Transaction Documents. All of the Transaction Documents, are in form and
substance satisfactory to the Noteholders, and shall have been executed and delivered by Issuer and
all other parties thereto.



          (d) Certificate as to Containers. A Certificate from Manager certifying that it is
managing all of the Containers in accordance with the Management Agreement.



          (e) Default. No Event of Default, Potential Event of Default or Manager Default shall
have occurred and be continuing.



          (f) Certification. Issuer shall have delivered to the Noteholders a Compliance
Certificate of Issuer, signed by an authorized signatory of Issuer, as to the matters set out in
Article X of this Loan Agreement.



          (g) Asset Base Certificate. Issuer shall have delivered to the Noteholders a duly
completed and executed Asset Base Certificate calculated as of July 1, 2005 (which calculation
shall be based on the actual Container statistics as of August 1, 2005, adjusted to reflect one
month of depreciation).



          (h) Security Interest Financing Statements. The Agent shall have received all Uniform
Commercial Code financing statements and documents of similar import in other jurisdictions
reasonably requested by Noteholders recording the security interest(s) in favor of the Agent, on
behalf of the Agent, created pursuant to the terms of the Transaction Documents. In addition, the
Agent shall have received evidence of the release and termination of the security interests of any
Person in any Containers to be acquired with the proceeds of such Advance.



          (i) Facility Fee. The Issuer shall have paid or arranged for the payment of the
Facility Fee to the Initial Noteholder.



          (j) Pledge of Shares. The Cronos Group shall have pledged to the Agent, for the
benefit of the Noteholders, all of The Cronos Group’s interest in the shares of the Issuer and
Cronos Holdings Investment (US) Inc.



          (k) Pledge of Patents. The Issuer shall have caused to be granted to the Agent, on
behalf of the Noteholders, a security interest in the Patents.



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Notwithstanding the foregoing conditions precedent, upon the issuance of the Notes, all of the
Agent’s rights under this Loan Agreement (and by operation of law) shall vest in the Agent, whether
or not the conditions precedent were in fact satisfied.




          Section 1002. Subsequent Advances. The obligation of each of the Noteholders to
advance any additional principal on the Notes pursuant to its Commitment under this Loan Agreement
is subject to the following further conditions precedent:



          (a) Default. Before and after giving effect to such Advance, no Potential Event of
Default, Event of Default or Manager Default shall have occurred and be continuing.



          (b) Certification. Issuer shall have delivered to the agent a compliance certificate,
signed by a financial officer of Issuer, as to the matters set out in this Section 1002.



          (c) Asset Base Certificate. Issuer shall have delivered to the Agent a duly completed
and executed Asset Base Certificate, determined as of the last day of the immediately preceding
Collection Period, which complies with the requirements therefor set forth in the Indenture and
this Supplement.



          (d) Revolving Credit Loan Maturity Date. The Revolving Credit Loan Maturity Date
shall not have occurred.



          Section 1003. Incremental Amendments. No incremental amendment, modification or
waiver of this Agreement shall be effective unless the same shall be in writing and signed by the
Noteholders, the Issuer and the Agent, and accompanied by opinions of counsel regarding
enforceability and corporate matters, the appropriate resolutions and corporate documents of the
Issuer and such other documents as the parties hereto may deem to be reasonably necessary to give
effect to such amendment, modification or waiver contemplated thereby. For the avoidance of doubt,
the parties hereto agree that all other conditions precedent to the effectiveness of this Agreement
shall be deemed to be satisfied as of August 1, 2005.



ARTICLE XI




[RESERVED]




ARTICLE XII




MISCELLANEOUS PROVISIONS




          Section 1201. Compliance Certificates and Opinions.



          (a) Upon any application or request by the Issuer to the Agent to take any action under any
provision of this Loan Agreement, the Issuer shall furnish to the Agent a certificate stating that
all conditions precedent, if any, provided for in this Loan Agreement relating to the proposed
action have been complied with and, if deemed reasonably necessary by the Agent or if required
pursuant to the terms of this Loan Agreement, an Opinion of Counsel



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stating that in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this Loan Agreement
relating to such particular application or request, no additional certificate or opinion need be
furnished.




          (b) Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Loan Agreement shall include:




     (i) a statement that each individual signing such certificate or opinion has
read such covenant or condition and the definitions herein relating thereto;




     (ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or
opinion are based;




     (iii) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether such covenant or condition has been complied with;
and




     (iv) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.



          Section 1202. Form of Documents Delivered to Agent.



          (a) In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.



          (b) Any certificate or opinion may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous.



          (c) Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Loan Agreement, they
may, but need not, be consolidated and form one instrument.



          Section 1203. Acts of Holders.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Loan Agreement to be given or taken by Holders may be (i) embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing, (ii) evidenced by the written



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consent or direction of Holders of the specified percentage of the principal amount of the
Notes, or (iii) evidenced by a combination of such instrument or instruments; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments and record are delivered to the Agent and, where it is hereby expressly required, to
the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Loan Agreement and conclusive in favor of the Agent and
the Issuer, if made in the manner provided in this Section 1203.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Agent deems sufficient.




          (c) The ownership of Notes shall be proved by the Note Register.



          (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Agent or the Issuer in reliance
thereon, whether or not notation of such action is made upon such Note.



          Section 1204. Inspection. (a) Issuer agrees that it will permit, and shall
cause the Administrator to permit, any representative of the Agent or any Noteholder and their duly
authorized representatives, attorneys or accountants, (i) upon reasonable request, (ii) during the
Issuer’s normal business hours and (iii) at offices designated by the Issuer, to examine all of the
books of account, records, reports and other papers of the Issuer, to make copies and extracts
therefrom, and to discuss the Issuers affairs, finances and accounts with the Issuer’s or
Administrator’s officers, employees and Independent Accountants all at such reasonable times and as
often as may be reasonably requested.



          The Agent shall and shall cause its representatives to hold in confidence all such information
except to the extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing). Any expense incident to the reasonable exercise by the
Agent or any Noteholder of any right under this Section 1204 shall be borne by the Person
exercising such right unless an Event of Default shall have occurred and then be continuing in
which case such expenses shall be borne by the Issuer.



          (b) The Issuer also agrees (i) to make available on a reasonable basis to the Agent, any
Noteholder or any Prospective Owner a responsible officer for the purpose of answering reasonable
questions respecting recent developments affecting the Issuer and (ii) to allow the Agent, any
Noteholder or any prospective owner to inspect the Administrator’s facilities during normal
business hours.



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          Section 1205. Limitation of Rights. Except as expressly set forth in this Loan
Agreement, this Loan Agreement shall be binding upon the Issuer, the Noteholders and their
respective successors and permitted assigns and shall not inure to the benefit of any Person other
than the parties hereto, the Noteholders and the Administrator as provided herein.



          Section 1206. Covenant Calculation. The financial covenant calculations or
definitions in this Agreement will be amended to exclude non-recurring accounting adjustments that
may arise from the implementation of recent and future accounting rule changes.



          Section 1207. Effect on Prior Agreement. Notwithstanding that this Loan Agreement is
amended and restated as of August 1, 2005, nothing contained herein shall be deemed to cause a
novation of any transfers, conveyances or transactions which were effected under the Loan Agreement
that was executed on July 30, 1999, as first amended and restated on July 19, 2001 and as second
amended and restated as of September 23, 2003. All indebtedness evidenced by the Notes issued
pursuant to the Prior Agreement and the security interests granted pursuant to the related
Transaction Documents will remain in full force and effect.



          Section 1208. Severability. If any provision of this Loan Agreement is held to be in
conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for
any reason whatsoever, such circumstances shall not have the effect of rendering the provision in
question inoperative or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable to any extent
whatsoever.



          The invalidity of any one or more phrases, sentences, clauses or Sections of this Loan
Agreement contained, shall not affect the remaining portions of this Loan Agreement, or any part
thereof.



          Section 1209. Notices. All demands, notices and communications hereunder shall be in
writing, personally delivered or mailed by certified mail-return receipt requested, and shall be
deemed to have been duly given upon receipt (a) in the case of the Agent, at the following address:
Fortis Bank (Nederland) N.V. at the following address: Coolsingel 93/1 PO Box 749 3000 AS
Rotterdam, The Netherlands, and (b) in the case of the Issuer, at the following address: Cronos
Finance (Bermuda) Limited, Clarendon House, Church Street, Hamilton HM 11 Bermuda, Attn: Secretary,
Telephone: 441295-1422, Telefax: 441292-4720. Any notice required or permitted to be given to a
Noteholder shall be given by certified first class mail, postage prepaid (return receipt
requested), or by courier, or by facsimile, with subsequent telephone confirmation of receipt
thereof, in each case at the address of such Holder as shown in the Note Register or to the
telephone and fax number furnished by such Noteholder. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not
the Noteholder receives such notice.



          Section 1210. Consent to Jurisdiction. Any legal suit, action or proceeding against
the Issuer arising out of or relating to this Loan Agreement, or any transaction contemplated
hereby, may be instituted in any federal or state court in The County of New York, State of New
York and the Issuer hereby waives any objection which it may now or hereafter have to the laying of
venue of any such suit, action or proceeding, and the Issuer hereby



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irrevocably submits to the jurisdiction of any such court in any such suit, action or
proceeding. The Issuer hereby irrevocably appoints and designates CT Corporation System, having an
address at 111 Eighth Avenue, New York, New York, 10011, its true and lawful attorney-in-fact and
duly authorized agent for the limited purpose of accepting servicing of legal process and the
Issuer agrees that service of process upon such party shall constitute personal service of such
process on such Person. The Issuer shall maintain the designation and appointment of such
authorized agent until all amounts payable under this Loan Agreement shall have been paid in full.
If such agent shall cease to so act, each of the Agent and the Owner 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.




          Section 1211. Captions. The captions or headings in this Loan Agreement are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Loan Agreement.



          Section 1212. GOVERNING LAW. THIS LOAN AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW (EXCEPT FOR SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).



          Section 1213. No Petition. The Agent, on its own behalf, hereby covenants and agrees,
and each Noteholder by its acquisition of a Note shall be deemed to covenant and agree, that it
will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law,
at any time other than on a date which is at least one year and one day after the last date on
which any Note of any Series was Outstanding.



          Section 1214. General Interpretive Principles. For purposes of this Loan Agreement
except as otherwise expressly provided or unless the context otherwise requires:



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



          (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 Loan 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
Loan Agreement as a whole and not to any particular provision; and



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



          Section 1215. Counterparts. This Loan 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. Facsimile counterparts
shall be effective as originals.



          Section 1216. CONSENT TO JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST
THE AGENT ARISING OUT OF OR RELATING TO THIS 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 THE AGENT AND THE ISSUER EACH 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 AGREEMENT, EACH AGENT AND THE ISSUER EACH HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE AGENT AND THE ISSUER
HEREBY IRREVOCABLY APPOINTS AND DESIGNATES CT CORPORATION SYSTEMS, HAVING AN ADDRESS AT 111 EIGHTH
AVENUE, NEW YORK, NEW YORK, 10011, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT
FOR THE LIMITED PURPOSE OF ACCEPTING SERVICING OF LEGAL PROCESS AND THE AGENT AND THE ISSUER EACH
AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON
SUCH PERSON. PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1402, THE AGENT AND THE ISSUER
SHALL EACH MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL ALL AMOUNTS
PAYABLE UNDER THIS AGREEMENT SHALL HAVE BEEN PAID IN FULL. IF SUCH AGENT SHALL CEASE TO SO ACT, THE
AGENT OR THE ISSUER, 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.



          Section 1217. 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 in the case of all obligations under the Transaction Documents. The payment
obligations of the Issuer 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



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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 insure 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.




          Section 1218. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY 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 AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT,
INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.



          Section 1219. 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 Loan 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.



          Section 1220. Confidentiality. Except to the extent necessary or desirable for the
exercise of its rights and remedies and the performance of its obligations under the Transaction
Documents, no party hereto will itself use or intentionally disclose or permit its agents to
disclose, directly or indirectly, any confidential information obtained from any of the parties
hereto or in connection herewith and each party hereto will use all reasonable efforts to have all
such information kept confidential; provided that (a) each party may use, retain and disclose any
such information to (i) its legal counsel and public accountants, and any of its potential
transferees if the potential transferee agrees to keep such information confidential to the extent
provided herein and (ii) any governmental agency, including a judicial body, or



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instrumentality or other supervisory body requesting or requiring such disclosure, (b) each
party may use, retain and disclose any such information which has been publicly disclosed (other
than by such party or any Affiliate thereof in breach of this subsection) or has rightfully come
into possession of such party or any Affiliate thereof (other than from another party hereto) and
(c) to the extent that such party or any Affiliate thereof may have received a subpoena or other
written demand under color of legal right for such information, such party or Affiliate may
disclose such information, but such party shall, as soon as practicable upon receipt of such
demand, furnish a copy thereof to the party such information relates to; provided, however, that no
party shall make any disclosure under clauses (a)(ii) and (c) unless (i) it shall have determined,
upon the advice of counsel, that such disclosure is legally required and then such disclosure shall
be made only to the extent legally required and (ii) the other party has been afforded a reasonable
opportunity to contest (if such contest rights are then available under applicable law) the legal
requirement to make such disclosure through appropriate proceedings.




          Section 1221. Binding Effect; Assignability. This Loan Agreement shall be binding
upon and inure to the benefit of the Issuer, the Agent, the Noteholders, and their respective
successors and permitted assigns. The Issuer may not assign its rights or obligations under this
Loan Agreement without the prior written consent of the Agent and all of the Noteholders.



          Section 1222. Authorization to File Financing Statements. In connection with the
grant of the security interest contained in Section 401 hereof, the Issuer hereby irrevocably
authorizes the Agent at any time, and from time to time, to file in any filing office in any UCC
jurisdiction reasonably necessary by any applicable law to perfect the security interest granted
herein or in any other Transaction Document, any initial financing statements, continuation
statements and amendments thereto that (a) indicate Collateral, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, and
(b) provide any other information required by Article 9 of the UCC for the sufficiency or filing
office acceptance of any financing statements, continuation statements or amendments, including
whether the Issuer is an organization, the type of organization and any organizational
identification number issued to the Issuer. The Issuer agrees to furnish any such information to
the Agent promptly upon request. The Issuer also ratifies its authorization for the Agent to have
filed in any UCC jurisdiction any like initial financing statements, continuation statements or
amendments thereto if filed prior to August 1, 2005. Nothing in the foregoing shall be deemed to
create an obligation of the Agent to file any financing statement or amendment thereto except as
directed by the Noteholders.



          Section 1223. No Restriction on Dividends. Notwithstanding anything to the contrary
in this Loan Agreement, the Issuer shall be permitted to pay dividends to its members from amounts
on deposit in the Trust Account that are otherwise payable to it pursuant to Section 302(a)(14)
hereof so long as after giving effect to such dividend it remains Solvent and no Potential Event of
Default or Event of Default would occur or be contrary.



[Signatures to Follow]




 -72-









 





          IN WITNESS WHEREOF, the Issuer, the Agent and the Noteholders have caused this Loan Agreement
to be duly executed and delivered by their respective officers thereunto duly authorized and duly
attested, to be hereunto affixed, all as of the day and year first above written.



	 	 	 	 	 
	 	 	CRONOS FINANCE (BERMUDA) LIMITED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter J. Younger
	 

	 	 	 	 
	 

	 	Name:
	 	Peter J. Younger
	 

	 	Title:
	 	Director






  










 






	 	 	 	 	 
	 	 	FORTIS BANK (NEDERLAND) N.V., as Agent
	 	 	and Noteholder
	 
	 	 	 	 
	 

	 	By:
	 	/s/ H.P. De Kool
	 

	 	 	 	 
	 

	 	Name:
	 	H.P. De Kool
	 

	 	Title:
	 	Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ P.R.G. Zaman
	 

	 	 	 	 
	 

	 	Name:
	 	P.R.G. Zaman
	 

	 	Title:
	 	Deputy Director






 










 






	 	 	 	 	 
	 	 	NIB CAPITAL BANK N.V., as Noteholder
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Taco van der Mast
	 

	 	 	 	 
	 

	 	Name:
	 	Taco van der Mast
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dieter Fennema
	 

	 	 	 	 
	 

	 	Name:
	 	Dieter Fennema
	 

	 	Title:
	 	Associate Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ C. Mulder
	 

	 	 	 	 
	 

	 	Name:
	 	C. Mulder
	 

	 	Title:
	 	legal counsel






 










 






	 	 	 	 	 
	 	 	HOLLANDSCHE BANK-UNIE N.V., as Noteholder
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R.A.C. Coenraadts
	 

	 	 	 	 
	 

	 	Name:
	 	R.A.C. Coenraadts
	 

	 	Title:
	 	proxy
	 
	 	 	 	 
	 

	 	By:
	 	/s/ L.J.M. Bloemheuvel
	 

	 	 	 	 
	 

	 	Name:
	 	L.J.M. Bloemheuvel
	 

	 	Title:
	 	proxy