##### 



Exhibit 10.15
 AMENDMENT NUMBER 2 TO MEMBERS AGREEMENT
 Besloten Vennootschap
 W I T N E S S E T H
    ARTICLE
XVII DEFINED TERMS . CAPITALIZED TERMS USED IN THIS AMENDMENT AND NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED IN THE LOAN AGREEMENT.
 ARTICLE
XVIII FULL FORCE AND EFFECT . OTHER THAN AS SPECIFICALLY MODIFIED HEREBY, THE
MEMBERS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS AND PROVISIONS
THEREOF AND IS HEREBY RATIFIED AND CONFIRMED BY THE PARTIES HERETO.
 ARTICLE
XIX AMENDMENT TO THE MEMBERS AGREEMENT . EFFECTIVE UPON THE DATE HEREOF,
FOLLOWING THE EXECUTION AND DELIVERY HEREOF,




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(1)
    
    for each Payment Date occurring
on or prior to December 31, 2005, such Net Cash Flow
shall be retained by the Company and be used by the
Company to acquire additional Containers; and
 (2)
    
    for each Payment Date occurring
on or subsequent to December 31, 2005, any and all Net
Cash Flow shall be distributed to the Members in the
following order of priority: (i) first, to the Members
in proportion to, and to the extent of, the positive
balance standing in each such Members Unrecovered
Contribution Account, if any, and (ii) thereafter, to
the Members in proportion to their respective Sharing
Ratios.; and
  ARTICLE
XX REPRESENTATIONS AND WARRANTIES .
  ARTICLE
XXI EFFECTIVENESS OF AMENDMENT; TERMS OF THIS AMENDMENT .
    ARTICLE
XXII FUTURE AMENDMENTS TO MEMBERS AGREEMENT . PURSUANT TO AMENDMENT NO. 1 TO
THE MEMBERS AGREEMENT, DATED AS OF JUNE 15, 2004, SECTION 8.13 OF THE MEMBERS AGREEMENT WAS
DELETED. FOR THE AVOIDANCE OF DOUBT, THE PARTIES HERETO AGREE THAT THE EFFECTIVENESS OF ANY
AMENDMENT, WAIVER OR MODIFICATION OF
ANY PROVISION OF THE MEMBERS AGREEMENT, EXECUTED AFTER JULY 8, 2004, SHALL NOT REQUIRE THE
WRITTEN CONSENT OF CRONOS CONTAINERS (CAYMAN) LTD.




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##### 



ARTICLE
XXIII EXECUTION IN COUNTERPARTS . THIS AMENDMENT MAY BE EXECUTED BY THE PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME AGREEMENT.
 ARTICLE
XXIV GOVERNING LAW . PROVIDED
 ARTICLE
XXV CONSENT TO JURISDICTION . ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE
PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR ANY TRANSACTION CONTEMPLATED
HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY AND COUNTY OF NEW YORK, STATE
OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF
ENFORCING THIS AMENDMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBY IRREVOCABLY APPOINT
AND DESIGNATES CT CORPORATION SYSTEM, HAVING AN ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK,
10011, ITS TRUE AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF RECEIVING AND FORWARDING LEGAL
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO AGREES THAT SERVICE OF
PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. PURSUANT
TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402, EACH PARTY HERETO SHALL MAINTAIN THE
DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL THE TERMINATION OF THE MEMBERS
AGREEMENT. IF SUCH AGENT SHALL CEASE TO SO ACT, THE PARTIES HERETO SHALL IMMEDIATELY DESIGNATE AND
APPOINT ANOTHER SUCH AGENT AND SHALL PROMPTLY DELIVER TO THE PARTIES HERETO EVIDENCE IN WRITING OF
SUCH OTHER AGENTS ACCEPTANCE OF SUCH APPOINTMENT.




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CF LEASING LTD.By:
    
    /s/ PETER J. YOUNGERName: Peter J. YoungerTitle: Director




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##### 



FB AVIATION &
INTERMODAL FINANCE HOLDING B.V. (f/k/aMeesPierson Transport
& Logistics Holding B.V.)By:
    
    /s/ J.W. HUIJPERSName: J.W. HuijpersTitle: DirectorBy:
    
    /s/ F.J. VAN LANSCHOTName: F.J. van LanschotTitle: Director




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CRONOS CONTAINERS (CAYMAN) LTD.By:
    
    /s/ PETER J. YOUNGERName: Peter J. YoungerTitle: Director




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THE CRONOS GROUPBy:
    
    /s/ PETER J. YOUNGERName: Peter J. YoungerTitle: Director




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CRONOS EQUIPMENT (BERMUDA) LIMITEDBy:
    
    /s/ PETER J. YOUNGERName: Peter J. YoungerTitle: Director




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EXHIBIT C
to Members Agreement
 STATED AMOUNTS AND PERCENTAGES
FOR MEMBERS
 Name of Member
    
    Sharing Ratio
    
    
    Aggregate CommitmentCronos Equipment (Bermuda) Limited
    
    
    50
    %
    
    $
    20,000,000FB Aviation and Intermodal Finance
Holding B.V.
    
    
    50
    %
    
    $
    20,000,000




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Exhibit 10.37
 Assignment Declaration
      1
    
    Definitions
 Assignee
 Assigned Assets
 (a)
    
    all principal,, interest, penalties, default interest, charges, fees, and
assessments whatsoever due to the Bank by TOEMT 1 and TOEMT 2, whether now known or
hereinafter discovered;(b)
    
    all rights and interests of the Bank in and in respect of the benefit of any
security and in respect of amounts owing to the Bank by TOEMT 1 and TOEMT 2; and(c)
    
    all of the Banks right to prove in the Insolvency Proceedings of TOEMT 1 and
TOEMT 2 with the exception of those rights that the bank may exercise only personally
according to the Hungarian law.
 Bank
 Consolidation Agreement




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Credit Documentation
 Insolvency Officer
 Insolvency Proceedings
 Liquidation Proceedings
 TOEMT
 TOEMT 1
 TOEMT Claims
 TOEMT 1 Claim
 TOEMT 1 Liquidation Proceeding
 TOEMT 1 Other Claims
 TOEMT 2
 TOEMT 2 Liquidation Proceeding




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TOEMT 2 Claim
    /s/ ANDRÁS PETE
    
    
    
    /s/ GYULA FONYOName dr.
    
    András Pete
    
    Name dr.
    
    Gyula FonyoTitle
    
    Director
    
    Title
    
    Director




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##### 



ENDORSEMENT
 Assignor th
 CENTRAL WORKOUT PÉNZÜGYI Rt.By:
    /s/ ZOLTÁN VARGAZoltán VargaChief Executive Officer




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##### 



ASSIGNMENT OF ASSETS
 1
    
    Interpretation
 1.1
    
    Definitions
 Assignment
 Assignee
 Assigned Assets
 (a)
    
    all principal, interest, penalties, default interest, charges, fees,
assessments, and monies whatsoever due to the Contrin Creditors by TOEMT 1 and TOEMT
2, whether now known or hereinafter discovered;(b)
    
    all rights and interests of the Contrin Creditors in and in respect of the
benefit of any security and in respect of amounts owing to the Contrin Creditors by
TOEMT 1 and TOEMT 2; and(c)
    
    all of the Contrin Creditors right to prove in the Insolvency Proceedings of
TOEMT 1 and TOEMT 2.
  Contrin Creditors
 1




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Insolvency Officer
 Insolvency Proceedings
 Liquidation Proceedings
 TOEMT
 TOEMT Claims
 TOEMT 1
 TOEMT 1 Claims
 TOEMT 1 Liquidation Proceeding
 TOEMT 1 Other Claims
 TOEMT 2
 2




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TOEMT 2 Liquidation Proceeding
 TOEMT 2 Claims
 1.2
    
    Construction1.2.1
    
    In this Assignment, unless the contrary intention appears, a reference to:
 (a)
    
    a Clause or Exhibit is a reference to a clause of or exhibit to this
Assignment; and(b)
    
    a person includes its successors and assigns.
 1.2.2
    
    The headings in this Assignment are for convenience only and are to be ignored in construing
them.1.2.3
    
    References to any document shall be references to the same as amended, varied, supplemented,
replaced and restated in any manner from time to time.
 2
    
    Assignment
  3
    
    The Contrin Creditors Acknowledgments, Representations and Warranties
 3.1
    
    The Contrin Creditors, and each of them, hereby confirms to Assignee and to its successors and
assigns that:
 (a)
    
    The Assigned Assets include all right, title, and interest of the Contrin
Creditors and of any affiliate of the Contrin Creditors in and to any and all claims
for monies due the Contrin Creditors or any affiliate of the Contrin Creditors by
TOEMT for monies lent by the Contrin Creditors or by any predecessor-in-interest or
affiliate of the Contrin Creditors to TOEMT, or for monies due to the Contrin
Creditors or any affiliate of the Contrin Creditors by TOEMT as guarantor or surety,
including all principal, interest, penalties, default interest, charges, fees, and
assessments whatsoever, whether now known or hereinafter discovered.
 3




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##### 



(b)
    
    The Assigned Assets include all damages that may be due to the Contrin
Creditors and to any affiliate of the Contrin Creditors by TOEMT by reason of any act
or failure to act by TOEMT, including, without limitation, claims for monies had and
received, claims in contract, claims in tort, claims in fraud, or otherwise.(c)
    
    By this Assignment the Contrin Creditors, and each of them, assigns,
transfers, sells, and conveys to Assignee and to Assignees successors and assigns all
rights of the Contrin Creditors and of any affiliate of the Contrin Creditors as
creditors of TOEMT, including, without limitation, the right to participate in any
Insolvency Proceedings of TOEMT; the right to receive notices, reports, and
information from the liquidator of TOEMT; the right to call, convene, and conduct
meetings of creditors of TOEMT; the right to vote at the meetings of the creditors of
TOEMT and to otherwise grant consents as creditors of TOEMT; and all other rights
bestowed upon creditors of insolvent debtors under the U.K. Insolvency Act of 1986, as
amended, with respect to TOEMT.(d)
    
    By this Assignment the Contrin Creditors, and each of them, also assigns,
transfers, conveys, and delivers to Assignee and to Assignees successors and assigns
all documents and records establishing and supporting the TOEMT Claims. The Contrin
Creditors, and each of them, agrees to cooperate with Assignee and Assignees
successors and assigns to promptly deliver all such documentation and records to
Assignee or to Assignees designee.
 3.2
    
    The Contrin Creditors, and each of them, hereby represents and warrants to Assignee and its
successors and assigns that:
 (a)
    
    The Contrin Creditors, and each of them, has the full power,
authority and legal right to assign, transfer, sell, and convey the Assigned
Assets to Assignee;(b)
    
    The Contrin Creditors, and each of them, has the requisite power and
authority to execute and deliver this Assignment and to convey its right,
title, and interest in and to the Assigned Assets to Assignee;(c)
    
    The execution of this Assignment by the Contrin Creditors and the
assignment, transfer, sale, and conveyance by the Contrin Creditors of the
Assigned Assets to Assignee have been duly authorized by all necessary
company or partnership action;(d)
    
    No Contrin Creditor is a party to or bound by any agreement, order,
judgment or decree which would require the consent of another to the
execution of this Assignment or prohibit the assignment, transfer, sale, or
conveyance of the Assigned Assets to Assignee;
 4




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(e)
    
    The Contrin Creditors have obtained all necessary consents and
approvals to assign, transfer, sell, and convey the Assigned Assets to
Assignee;(f)
    
    The Assigned Assets are owned by the Contrin Creditors free and
clear of any and all liens, encumbrances, charges, and assessments, and are
free from any rights of set-off; and(g)
    
    In deciding to sell the Assigned Assets to Assignee, no Contrin
Creditor has relied upon any representation or warranty by Assignee or by any
agent of Assignee with respect to the value of the Assigned Assets or the
likelihood of their collection or realization.
 4
    
    Appointment
  5
    
    No Reliance
  6
    
    Further Confirmation
  5




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##### 



7
    
    Governing Law
  8
    
    Notice to Insolvency Officer
  
  CONTRIN CREDITORS:CONTRIN KONSORTIUM 1988/1By:
    
    KARADAS GmbH
Managing PartnerBy:
    
    /s/ FLORIAN STEININGER
Florian Steininger
Managing Director
 6




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CONTRIN KONSORTIUM 1988/SBy:
    
    KARADAS GmbH
Managing PartnerBy:
    
    /s/ FLORIAN STEININGER
Florian Steininger
Managing DirectorCONTRIN UEBERSEE TRANSPORTGERAETE
HANDELSGESELLSCHAFT m.b.h. & Co KG
1989By
    
    /s/ FLORIAN STEININGER
Florian Steininger
Managing DirectorCONTRIN ÜBERSEE TRANSPORTGERÄTE
HANDELSGESELLSCHAFT M.B.H & CO KG
1990By:
    
    /s/ FLORIAN STEININGER
Florian Steininger
Managing Director
 7




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CONTAINER LEASING GMBH (1993)By:
    
    /s/ FLORIAN STEININGER
Florian Steininger
Managing DirectorCONTRIN WORLDWIDE CONTAINER
LEASING GMBH (1994 & 1995)By:
    
    /s/ FLORIAN STEININGER
Florian Steininger
Managing DirectorKARADAS GMBHBy:
    
    /s/ FLORIAN STEININGER
Florian Steininger
Managing DirectorASSIGNEE:CRONOS CONTAINERS N.V.By:
    
    /s/ DENNIS J. TIETZ
Dennis J. Tietz
Managing Director
 8




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##### 



Exhibit A (to Assignment of Claims)
Form of Notice to Insolvency Officer
  To:
    
    Russell John CarmanFrom:
    
    Contrin Konsortium 1988/1,
Contrin Konsortium 1988/S,
Contrin Übersee Transportgeräte Handelsgesellschaft m.b.H & Co KG 1989,
Contrin Übersee Transportgeräte Handelsgesellschaft m.b.H & Co KG 1990,
Container Leasing GmbH (1993),
Contrin Worldwide Containerleasing GmbH (1994 & 1995), and
Karadas GmbH (collectively, Assignors); and
Cronos Containers, N.V., (the Assignee)
  Transocean Equipment Manufacturing and Trading Limited (in liquidation), a company registered in
England and Wales(TOEMT 1)
Transocean Equipment Manufacturing and Trading Limited (in liquidation), a company registered in
the Isle of Man (TOEMT 2)
 1.
    
    We hereby notify you that as of ___, 2006 the Assignors assigned to the
Assignee the following claims against TOEMT 1 and TOEMT 2 (the Assigned Assets):
  (i)
    
    all principal, interest, penalties, default interest, charges, fees,
assessments, and monies whatsoever due to the Contrin Creditors by TOEMT 1 and TOEMT 2,
whether now known or hereinafter discovered;(ii)
    
    all rights and interests of the Contrin Creditors in and in respect of the
benefit of any security and in respect of amounts owing to the Contrin Creditors by
TOEMT 1 and TOEMT 2; and(iii)
    
    all of the Contrin Creditors right to prove in the Insolvency Proceedings of
TOEMT 1 and TOEMT 2.
 A-1




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Contrin Creditors
 Insolvency Proceedings
 Liquidation Proceedings
 TOEMT
 TOEMT Claims
 TOEMT 1
 TOEMT 1 Claims
 TOEMT 1 Liquidation Proceeding
 TOEMT 1 Other Claims
 TOEMT 2
 A-2




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TOEMT 2 Liquidation Proceeding
 TOEMT 2 Claims
 2.
    
    Pursuant to Rule 11.11 of the Insolvency Rules, we hereby confirm that any dividends
from the liquidation of TOEMT 1 and TOEMT 2 payable to the Assignors should be paid to the
Assignee, or its successors and assigns, as directed.3.
    
    The administrative details of Assignee are as follows:
 Name:
Address:
    
    Cronos Containers, N.V.
Carawaweg 88
Curacao, Netherlands AntillesCopy to:Name:
Address:
    
    Cronos Containers Limited
The Icehouse
Dean Street
Marlow
Buckinghamshire SL 7 3AB
EnglandTelephone:
Facsimile:
Attn/Ref:
Email:
    
    44.1628.405.580
44.1628.405.648
Frank P. Vaughanfpv@cronos.com
 4.
    
    Please acknowledge this notice by signing and returning to the Assignee the attached
acknowledgement.
  ASSIGNORS:CONTRIN KONSORTIUM 1988/1By:
    
    KARADAS GmbH
Managing PartnerBy:Florian Steininger
Managing Director
 A-3




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CONTRIN KONSORTIUM 1988/SBy:
    
    KARADAS GmbH
Managing PartnerBy:Florian Steininger
Managing DirectorCONTRIN UEBERSEE TRANSPORTGERAETE
HANDELSGESELLSCHAFT m.b.h. & Co KG
1989By:Florian Steininger
Managing DirectorCONTRIN ÜBERSEE TRANSPORTGERÄTE
HANDELSGESELLSCHAFT M.B.H
& CO KG 1990By:Florian Steininger
Managing DirectorCONTAINER LEASING GMBH (1993)By:Florian Steininger
Managing DirectorCONTRIN WORLDWIDE CONTAINER
LEASING GMBH (1994 & 1995)By:Florian SteiningerManaging Director
 A-4




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KARADAS GMBHByFlorian Steininger
Managing DirectorASSIGNEE:CRONOS CONTAINERS N.V.By:Dennis J. TietzManaging Director
 A-5




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ACKNOWLEDGEMENT OF NOTICE TO INSOLVENCY OFFICER
 Assignors Assignee
 Russell John CarmanDated: , 2006
 A-6