<PAGE>   1

Exhibit 10.10

                   SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

        SECOND AMENDMENT to Note Purchase Agreement, dated as of January 26,
1999, among CRONOS EQUIPMENT (BERMUDA) LIMITED (the "Company"), THE CRONOS GROUP
(the "Guarantor"), DK ACQUISITION PARTNERS, L.P. ("DK") and GOLDMAN SACHS CREDIT
PARTNERS L.P. ("GSW' and together with DK, the "Purchasers").

                                    RECITALS

        A. The Company, the Guarantor and the Purchasers (as assignees of Sun
Life Insurance Company of America) are parties to that certain Note Purchase
Agreement, dated as of December 29, 1994 (as amended through the date hereof,
the "Note Agreement"). Capitalized terms used but not defined herein have the
meanings given to them in the Note Agreement.

        B. The Company, the Guarantor and the Purchasers wish to amend the Note
Agreement as provided herein.

                                    AGREEMENT

        Now, therefore, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the Company, the
Guarantor and the Purchasers agree as follows:

        Section 1. Amendments to Note Agreement. Effective as of the time on
which all of the conditions set forth in Section 6 are satisfied (such time
being the "Effective Time"):

            (a) Section 4. 1. Paragraphs (a) and (b) of Section 4. 1 of the Note
    Agreement shall be amended in their entirety to read as follows:

                (a) The principal amount of the Notes shall be due and payable
        as follows (payable as to each Note based upon outstanding principal
        balance):


<TABLE>
<CAPTION>
                 Date                      Principal Amount To be Repaid
                 ----                      -----------------------------
                 <S>                       <C>
                 April 30, 1999            $695,000
                 July 31, 1999             $695,000
                 September 30, 1999        All of the remaining outstanding
                                           principal balance
</TABLE>


        To the extent during the period commencing January 1, 1999 and ending
April 29, 1999, the Company prepays a portion of the outstanding principal
amount of the Notes, the Company may reduce (dollar for dollar up to a maximum
amount of $695,000) the amount of the payment required to be made on April 30,
1999.

            (b) The Company shall pay interest on the unpaid principal amount of
    each Note, at a rate per annum equal to the Interest Rate (as defined
    below), on the last day of each month, commencing on January 1, 1999, until
    repayment in full of all amounts due under the Notes. For purposes of this
    Agreement, the term "Interest Rate" shall mean, for the period from and
    after January 1, 1999, a rate of interest equal to the greater of (A) the
    sum of (i) the Prime Rate (as defined below), plus (ii) 2.5 %, and (B) the
    rate of interest per annum that the Company is required to pay under that
    certain Amended and Restated Credit Agreement, dated as of June 24, 1997, by
    and among Cronos Containers N.V., Containers LTD, Cronos Equipment Ltd,
    Cronos Containers Inc., Cronos Capital Corp., Cronos Equipment (Bermuda)
    Limited, as joint and several borrowers, each of the Banks that is or may
    become a party thereto, Fleet Bank, N. A., as agent for the


                                                                            E-14
<PAGE>   2

    Banks, and The Cronos Group, as Guarantor (each of Fleet Bank, N.A. and the
    other Banks are referred to herein as "Banks"); provided, HOWEVER, that if
    an Event of Default shall occur and be continuing, the Interest Rate shall
    be the sum of (i) the Interest Rate in effect at such time, plus (ii) 2%
    (the " Default Rate"). For purposes of this Agreement, the "Prime Rate"
    shall mean the rate of interest per annum publicly announced from time to
    time by Citibank, N.A. as its prime lending rate in effect at its principal
    office in New York, each change in the Prime Rate to be effective on the
    date such change is publicly announced."

            (b) Article-IV. Article IV of the Note Agreement shall be amended by
    adding a new Section 4.6 immediately following Section 4.5 thereof, which
    new Section 4.6 shall read as follows:

            "SECTION 4.6. ADDITIONAL AGREEMENT. Notwithstanding any provision of
    this Agreement, in the event that the Company shall modify any existing
    arrangements, or enter into any new arrangements, with the Banks or any
    other lender to the Company whose loan proceeds are used to pay, in full or
    in part, the Banks (a "New Arrangement ") which arrangements shall contain
    any terms or conditions (a "More Favorable Term") that are more favorable or
    beneficial to the Banks or such lender than the terms set forth in this Note
    Agreement, including without limitation, with respect to interest rate,
    payment terms, fees, reimbursement of costs and expenses, maturity,
    prepayments, additional security or collateral, or information, the Company
    and the Guarantor agree that this Note Agreement shall be deemed to be
    automatically amended (without any further action by any of the parties
    hereto) effective as of the date of the effectiveness of the New
    Arrangements (or retroactively, if such New Arrangements apply
    retroactively) to provide the Purchasers with the same More Favorable Term;
    provided, however, that with respect to new or additional security or
    collateral, the Purchasers shall be entitled to a security interest in such
    collateral or security that is pari passu with the Banks' or such other
    lender's security interest; provided further, however, that with respect to
    payments to the Banks or such other lender, the Purchasers shall be entitled
    to a pro rata portion (calculated based on outstanding principal amounts of
    the obligations owed to the Banks or such other lender and to the
    Purchasers) of such amounts; provided further, however, that this Section
    4.6 shall not apply to (i) specific arrangements agreed to prior to
    September 30, 1998 (i.e. Transamerica shares to be pledged to the Banks) or
    (ii) a prepayment to the Banks resulting from the sale of collateral granted
    to the Banks on or prior to January 1, 1999. It shall be a condition to the
    effectiveness of any such More Favorable Term to the Banks or such other
    lender, that the Purchasers receive the benefit of such More Favorable Term
    at the same time as the Banks or such other lender. The Company agrees to
    promptly (but in no event later than five business days prior to the
    effectiveness of such New Arrangements) notify each of the Purchasers in
    writing of any New Arrangements and the specific provisions of the More
    Favorable Terms."

            (c) Section- 11.1 (iii). Section 11.1 (iii) of the Note Agreement is
    hereby amended by inserting the phrase "or any indebtedness or obligation
    owed to the Banks" immediately following the phrase " $5,000,000 or more" in
    such Section 11.1 (iii).

            Section 2. Amendment to Schedules to the Notes. At the Effective
    Time, the Company, the Guarantor and the Purchasers agree that Schedule I to
    each of the promissory notes shall be replaced with Schedule I attached to
    this Agreement. The Company represents and warrants to the Purchasers that
    the loans represented by the promissory notes are unaffected by the
    amendment of such Schedule I, that the transactions contemplated by this
    Agreement did not and do not constitute a discharge or payment of the
    original loans represented by the promissory notes and that the Liens and
    Collateral securing the original loans pursuant to the Security Agreement
    continue to secure the loans represented by the promissory notes.

            Section 3. Amendment Fee. In consideration of the Purchasers
    agreeing to the amendments to the Note Agreement referred to above the
    Guarantor shall pay an amount in cash equal to (a) to DK, $200,000.00, and
    (b) to GSCP, $78,125.00, for an aggregate amendment fee of $278,125.00.


            Section 4. Confirmation of Agreements.


                                                                            E-15
<PAGE>   3

                (a) Confirmation of Note Agreement. Notwithstanding any other
        provisions of this Agreement, each of the Company and the Guarantor
        acknowledges and agrees that the Note Agreement, as amended hereby,
        remains in full force and effect.

                (b) Confirmation of Security Agreement. The Company has
        heretofore executed and delivered for the benefit of the Purchasers the
        Security Agreement and the Company hereby acknowledges and agrees that,
        notwithstanding the execution and delivery of this Agreement, the
        Security Agreement remains in full force and effect and the rights and
        remedies of the Purchasers thereunder, the obligations of the Company
        thereunder and the liens and security interests created and provided for
        thereunder remain in full force and effect and shall not be affected,
        impaired or discharged hereby. Nothing herein contained shall in any
        manner affect or impair the priority of the liens and security interests
        created and provided for by the Security Agreement as to the
        indebtedness which would be secured thereby prior to giving effect to
        this Agreement. Without limiting the foregoing, the Company acknowledges
        and agrees that all of its indebtedness, obligations and liabilities to
        the Purchasers pursuant to the Note Agreement as amended hereby and the
        Notes, including without limitation, all principal of and interest on
        the loans represented by the Notes, shall constitute indebtedness
        secured by the Security Agreement and shall be secured by, and entitled
        to all the benefits of, the liens and security interest created and
        provided for under the Security Agreement.

                (c) Confirmation of Guarantee

                    (i) The Guarantor hereby consents to the Amendment to the
            Note Agreement and the Notes as set forth herein and confirms all of
            its obligations as guarantor under the Note Agreement remain in full
            force and effect, and that all of the Company's indebtedness,
            obligations and liabilities to the Purchasers pursuant to the Note
            Agreement as amended hereby and the Notes, including, without
            limitation, all principal of and interest on the loans represented
            by the Notes, shall constitute indebtedness guaranteed by the
            Guarantor pursuant to the Note Agreement.

                    (ii) Without limiting the foregoing, the Guarantor
            acknowledges and agrees that all of the Company's and the
            Guarantor's indebtedness, obligations and liabilities to the
            Purchasers pursuant to the Note Agreement as amended hereby
            including without limitation, all principal of and interest on loans
            represented by the Notes shall constitute indebtedness secured by
            the Security Agreement and shall be secured by, and entitled to all
            of the benefits of, the liens and the security interest created and
            provided for under the Security Agreement.

            Section 5. Representations and Warranties of the Company and the
    Guarantor. The Guarantor and the Company, jointly and severally, represent
    and warrant to the Purchasers as of the date of this Agreement and as of the
    Effective Time as follows:

                (a) Power. Each of the Guarantor and the Company is a
        corporation duly incorporated, validly existing and in good standing
        under the laws of the jurisdiction of its incorporation. Each of the
        Guarantor and the Company has the necessary corporate power and
        authority, to execute and deliver this Agreement, the Amended and
        Restated Notes and the other agreements executed in connection herewith
        (together, the "Amendment Documents"), to perform its obligations
        hereunder and thereunder and to consummate the transactions contemplated
        hereby and thereby.

                (b) Binding Effect. Each of the Amendment Documents has been
        duly executed and delivered by the Guarantor and the Company, and each
        of the Amendment Documents to which the Guarantor or the Company is or
        may become a party is, or when executed and delivered in accordance with
        this Agreement will be, legal, valid and binding obligations of the
        Guarantor or the Company, as the case may be, enforceable against it in
        accordance with its terms.

                (c) Contravention. Neither the execution, delivery and
        performance of this Agreement or the other Amendment Documents nor the
        consummation of the transactions contemplated hereby or thereby will
        (with or without notice or lapse of time or both) (i) violate any law,
        rule or regulation by which the Guarantor, the Company or any of their
        properties may be bound or affected, or (ii) conflict with or result in
        a default under any material contract or other material agreement to
        which the Guarantor or the Company is a party or by which they or any of
        their properties may be bound or affected.


                                                                            E-16
<PAGE>   4

                (d) Approvals. No authorization, consent, order or approval of,
        notice to or registration or filing with, or any other action by any
        governmental authority or other person or entity is required or
        advisable in connection with (i) the due execution and delivery by the
        Guarantor or the Company of any of the Amendment Documents to which
        either of them is or may become a party, or (ii) the performance by
        either the Guarantor or the Company of its obligations under the
        Amendment Documents to which they are or may become parties to.

                (e) Misstatements. No information, certificate, schedule or
        report furnished or to be furnished by the Guarantor or the Company (or
        by their affiliates, shareholders, employees, partners, representatives
        or professionals) to the Purchasers (whether in connection with the
        transactions contemplated by this Agreement or the satisfaction of any
        conditions contained in this Agreement or otherwise) and no
        representation or warranty contained in this Agreement or any of the
        Amendment Documents, contained or will contain, as the case may be, any
        material misstatement of fact or omitted or will omit, as the case may
        be, to state a material fact or any fact necessary to make the statement
        contained therein not materially misleading.

                (f) Representations and Warranties Contained in Article V1 of
        Note Agreement. The representations and warranties contained in Sections
        6.1, 6.2, 6.3, 6.4, 6.6, 6.9, 6.10, 6.11, 6.13 and 6.14 of the Note
        Agreement are true and correct on the date hereof and on the Amendment
        Closing Date with the same force and effect as though such
        representations and warranties were made on and as of the date hereof
        and on and as of the Effective Time.

                (g) Free Will. Each of the Company and the Guarantor
        acknowledges that it has executed this Agreement and the other Amendment
        Documents of its own free will and after consultation with such legal,
        financial and other advisors as it considers appropriate under the
        circumstances.

                (h) Reaffirmation-of-Indebtedness. The Company reaffirms and
        reiterates that the loans and other indebtedness owing to the Purchasers
        under the Notes is absolutely and unconditionally owing without defense,
        offset or counterclaim.

                (i) No Election of Remedies. Nothing contained herein nor any
        negotiations or other actions undertaken pursuant to or in connection
        with this Agreement or the other Amendment Documents shall (i) be deemed
        to constitute an election of remedies with respect to any defaults
        presently existing or which may hereafter exist with respect to the Note
        Agreement, the Security Agreement or the Notes or (ii) constitute a
        waiver of the Purchasers' rights or remedies under the Note Agreement
        the Security Agreement or the Notes

                (j) No Defaults. Except as set forth on Schedule II hereto, no
        Event of Default or event (with or without notice or lapse of time or
        both) that might constitute an Event of Default, currently exists, and
        all Events of Default that may have existed have been waived by the
        appropriate third parties or been cured by the Company.

            Section 6. Conditions Precedent to the Obligations of the
    Purchasers. The obligations of the Purchasers under this Agreement are
    subject to the fulfilment of each of the following conditions, unless waived
    by the Purchasers in writing, at or before the Effective Time:

                (a) Representations and Warranties. The representations and
        warranties of the Guarantor and the Company contained in this Agreement
        and in each other Amendment Document shall be true on and as of the
        Effective Time with the same force and affect as though made on and as
        of the Effective Time.

                (b) Performance of Agreements. The Guarantor and the Company
        shall have performed and complied with all of its covenants and other
        obligations contained in this Agreement and in each other Amendment
        Document required to be performed or complied with at or before the
        Effective Time.

                (c) Amendment Fee, Interest and Fees. The Purchasers shall have
        received the Amendment Fee, all accrued and unpaid interest on the Notes
        as of Effective Time and reimbursement of their legal fees and expenses
        incurred in connection with this Agreement.


                                                                            E-17
<PAGE>   5

                (d) Legal Matters. All legal matters incident to the execution,
        delivery and enforceability of this Agreement and the other Amendment
        Documents shall be satisfactory to the Purchasers and their respective
        counsel.

                (e) Legal Opinions. The Purchasers shall have received the
        opinions of counsel to the Guarantor and the Company, in the form of
        Exhibit B.


            Section 7. Other Agreements.

                (a) No Waiver. Except as set forth in Section 7(b), the Company,
        the Guarantor and the Purchasers hereby agree that this Agreement, the
        other Amendment Documents and the agreements contained herein and
        therein do not in any manner constitute a waiver, limitation or
        alteration by the Purchasers of any rights, interests or Events of
        Default now existing or hereafter occurring or events (with or without
        notice or lapse of time or both) that might constitute an Event of
        Default nor shall they be deemed to be a waiver by the Purchasers of any
        claims or causes of action they may have against the Company, the
        Guarantor or any other person or entity.

                (b) Default Interest. The Purchasers agree that the Company
        shall not be required to pay interest on the Amended and Restated Notes
        at the Default Rate due to Events of Default that may have occurred
        through the date of this Agreement, provided, however, that the
        Purchasers expressly reserve the right to require the Company to pay
        interest on the Amended and Restated Notes at the Default Rate from and
        after the date of this Agreement due to Events of Default now existing
        or hereafter occurring or events (with or without notice or lapse of
        time or both) that might constitute an Event of Default.

            Section 8. Miscellaneous.

                (a) Note Agreement. Sections 12.5, 12.7, 12.8, 12.9, 12.10,
        12.11, 12.12, and 12.13 of the Note Agreement are hereby incorporated
        into this Agreement as if such Sections were herein specifically set
        forth.

                (b) Expenses. The Company agrees to pay or reimburse the
        Purchasers for all of their respective out-of-pocket costs and expenses
        incurred in connection with the development, preparation and execution
        of, and any amendment, supplement or modification to, the Amendment
        Documents and any other documents prepared in connection herewith or
        therewith, and the consummation of the transactions contemplated hereby
        and thereby, including, without limitation, the fees and disbursements
        of counsel and other professional advisors to the Purchasers.


                                                                            E-18
<PAGE>   6
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the
date first written above.


                                       CRONOS EQUIPMENT (BERMUDA) LIMITED

                                       By: /s/ P J YOUNGER
                                          --------------------------------------
                                          Name. Peter J Younger
                                          Title. Director


                                       THE CRONOS GROUP

                                       By: /s/ D J TIETZ
                                          --------------------------------------
                                          Name. Dennis J Tietz
                                          Title. Chief Executive Officer


                                       GOLDMAN SACHS CREDIT PARTNERS LP.

                                       By: /s/ JOHN URBAN
                                          --------------------------------------
                                          Name. John Urban
                                          Title. Authorised Signatory


                                       DK ACQUISITION PARTNERS L.P.

                                       By:/s/ MICHAEL J LEFFELL
                                          --------------------------------------
                                          Name. Michael J Leffell
                                          Title. General Partner


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<PAGE>   7

                                                                      SCHEDULE I
                                                                              to
                                            AMENDMENT TO NOTE PURCHASE AGREEMENT


                                                                      SCHEDULE I
                                                                              to
                                                                            NOTE

                              Amortisation-Schedule
                              ---------------------

<TABLE>
<CAPTION>
                 Date                      Principal Amount To be Repaid
                 ----                      -----------------------------
                 <S>                       <C>

                 April 30, 1999            $695,000*
                 July 31, 1999             $695,000
                 September 30, 1999        All of the remaining outstanding
                                           principal balance
</TABLE>




 *Subject to reduction as set forth in Section 4. 1 (a) of the Note Agreement.


                                                                            E-20
<PAGE>   8
                                                                       EXHIBIT B
                                                                              to
                                                             AMENDMENT AGREEMENT



                              Form of legal Opinion
                              ---------------------



                                                                            E-21