**Exhibit 10.14**AMENDMENT NUMBER 1 TO MEMBERS AGREEMENT     THIS AMENDMENT NUMBER 1, dated as of June 15, 2004 (this “Amendment”), to the MembersAgreement, dated as of September 18, 2002 (as amended or supplemented from time to time aspermitted thereby, the “Members Agreement”), among CF LEASING LTD., a company with limitedliability organized and existing under the laws of Bermuda (together with its successors andpermitted assigns, the “Company”), FB AVIATION & INTERMODAL FINANCE HOLDING B.V. (f/k/a MeesPiersonTransport & Logistics Holding B.V.), a *Besloten Vennootschap*organized and existing under the lawsof The Netherlands (“FBH”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a limited liability companyorganized and existing under the laws of Bermuda (“Cronos”), and joined by CRONOS CONTAINERS(CAYMAN) LTD., a company organized and existing under the laws of the Cayman Islands and by THECRONOS GROUP, a société anonyme holding organized and existing under the laws of Grand Duchy ofLuxembourg..W I T N E S S E T H:     WHEREAS, the parties have previously entered into the Members Agreement, dated as of September18, 2002;     WHEREAS, the parties desire to amend the Members Agreement in order to modify certainprovisions of the Members Agreement;     NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, theparties hereto agree as follows:     **ARTICLE IX****DEFINED TERMS****. CAPITALIZED TERMS USED IN THIS AMENDMENT AND NOT OTHERWISEDEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED IN THE LOAN AGREEMENT.**     **ARTICLE X****FULL FORCE AND EFFECT****. OTHER THAN AS SPECIFICALLY MODIFIED HEREBY, THE LOANAGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOFAND IS HEREBY RATIFIED AND CONFIRMED BY THE PARTIES HERETO.**     **ARTICLE XI****AMENDMENT TO THE MEMBERS AGREEMENT****. EFFECTIVE UPON THE DATE HEREOF,FOLLOWING THE EXECUTION AND DELIVERY HEREOF,**     SECTION 11.1. Section 1.1 shall be amended by deleting the term “Commitment Expiration Date”in its entirety and replacing it with the following:“**Commitment Expiration Date**. The earlier to occur of (x) the date on which an EarlyAmortization Event occurs and (y) June 15, 2005 (or, in the case of clause (y), suchlater date as may be agreed to by all of the Members).”;
 

 
     SECTION 11.2. Section 1.1 shall be amended by deleting the term “Purchase Parameters” in itsentirety and replacing it with the following:“**Purchase Parameters**. The policy employed by the Manager from time to time in acquiring NewContainers for the account of the Borrower, as such policy may be amended from time to time by aBoard Majority. The “Purchase Parameters” are as follows:     (a) the maximum purchase price to be paid by the Borrower for any standard drycargo Container shall not exceed $2,100 per CEU;     (b) the maximum purchase price to be paid by the Borrower for any SpecializedContainers shall not exceed the amount in effect and previously approved by a BoardMajority;     (c) if such Container is a New Container and will be subject to either a TermLease or a Finance Lease on the date on which it is acquired by the Borrower, theprojected ARPEC for such Lease shall be not less than the sum of (A) three monthLIBOR on such date and (B) eleven percent (11%). In this regard, “ARPEC” shall meana fraction (expressed as a percentage) the numerator of which is equal to theproduct of (A) the daily lease rental attributable to such Container pursuant to theterms of such Lease and (B) 365, and the denominator of which is equal to theoriginal equipment cost of such Container; and     (d) if such Container is a New Container and will be subject to a Master Leaseon the date of acquisition by the Borrower, then, when considered with all other NewContainers then owned by the Borrower, the sum of the Net Book Values of all NewContainers then subject to the terms of a Master Lease will shall not exceed anamount equal to the product of (A) fifteen percent (15%) and (B) the sum of the thenNet Book Values of all New Containers then owned by the Borrower.”;     SECTION 11.3. Section 8.13 shall be amended by deleting such section in its entirety; and     SECTION 11.4. Article 8 is hereby amended by inserting the following Section 8.16 afterSection 8.15:“Section 8.16. *CONSENT TO JURISDICTION*. ANY LEGAL SUIT, ACTION OR PROCEEDINGAGAINST THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS MEMBERS AGREEMENT, ORANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURTIN THE CITY AND COUNTY OF NEW YORK, STATE OF NEW YORK AND EACH PARTY HERETO HEREBYWAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OFANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THISMEMBERS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTIONOF ANY SUCH
 

 
COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBY IRREVOCABLYAPPOINT AND DESIGNATE CT CORPORATION SYSTEM, HAVING AN ADDRESS AT 111 EIGHTH AVENUE,NEW YORK, NEW YORK, 10011, ITS TRUE AND DULY AUTHORIZED AGENT FOR THE LIMITEDPURPOSE OF RECEIVING AND FORWARDING LEGAL PROCESS IN ANY SUCH SUIT, ACTION ORPROCEEDING, AND EACH PARTY HERETO AGREES THAT SERVICE OF PROCESS UPON SUCH PARTYSHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. PURSUANT TO NEWYORK GENERAL OBLIGATIONS LAW SECTION 5-1402, EACH PARTY HERETO SHALL MAINTAIN THEDESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL THE TERMINATION OF THISAGREEMENT. IF SUCH AGENT SHALL CEASE TO SO ACT, THE PARTIES HERETO SHALLIMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT AND SHALL PROMPTLY DELIVER TOTHE PARTIES HERETO EVIDENCE IN WRITING OF SUCH OTHER AGENT’S ACCEPTANCE OF SUCHAPPOINTMENT.”.     **ARTICLE XII****REPRESENTATIONS AND WARRANTIES****.**     Each of the Company and FBH hereby confirms that each of the representations and warrantiesset forth in Articles V of the Members Agreement are true and correct as of the date first writtenabove with the same effect as though each had been made as of such date, except to the extent thatany of such representations and warranties expressly relate to earlier dates.     **ARTICLE XIII****EFFECTIVENESS OF AMENDMENT; TERMS OF THIS AMENDMENT****.**     SECTION 13.1. This Amendment shall become effective as of June 15, 2004.     SECTION 13.2. This Amendment shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns.     SECTION 13.3. On and after the execution and delivery hereof, (i) this Amendment shall be apart of the Members Agreement, and (ii) each reference in the Members Agreement to “this Agreement”or “hereof”, “hereunder” or words of like import, and each reference in any other document to theMembers Agreement shall mean and be a reference to the Members Agreement as amended or modifiedhereby.     SECTION 13.4. Except as expressly amended or modified hereby, the Members Agreement shallremain in full force and effect and is hereby ratified and confirmed by the parties hereto.     **ARTICLE XIV****EXECUTION IN COUNTERPARTS****. THIS AMENDMENT MAY BE EXECUTED BY THE PARTIESHERETO IN SEPARATE COUNTERPARTS,**
 

 
**EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE TOGETHER BUTONE AND THE SAME AGREEMENT.**     **ARTICLE XV****GOVERNING LAW****.**THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES; *PROVIDED*THATSECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK.     **ARTICLE XVI****CONSENT TO JURISDICTION****. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THEPARTIES HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR ANY TRANSACTION CONTEMPLATEDHEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY AND COUNTY OF NEW YORK, STATEOF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TOTHE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OFENFORCING THIS AMENDMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANYSUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBY IRREVOCABLY APPOINTAND 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 LEGALPROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO AGREES THAT SERVICE OFPROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. PURSUANTTO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402, EACH PARTY HERETO SHALL MAINTAIN THEDESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL THE TERMINATION OF THE MEMBERSAGREEMENT. IF SUCH AGENT SHALL CEASE TO SO ACT, THE PARTIES HERETO SHALL IMMEDIATELY DESIGNATE ANDAPPOINT ANOTHER SUCH AGENT AND SHALL PROMPTLY DELIVER TO THE PARTIES HERETO EVIDENCE IN WRITING OFSUCH OTHER AGENT’S ACCEPTANCE OF SUCH APPOINTMENT.**[Signature page follows.]
 

 
     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the datefirst above written.        CF LEASING LTD.         By: /s/ DENNIS J. TIETZ           Name: Dennis J. Tietz     Title: Director 
 

 
         FB AVIATION & INTERMODAL FINANCE HOLDING B.V. (f/k/a MeesPierson Transport & Logistics Holding B.V.)           By: /s/ ZONDAG           Name: Zondag    Title: Director           By: /s/ F.J. VAN LANSCHOT           Name: F.J. van Lanschot    Title: Director
 

 
       CRONOS CONTAINERS (CAYMAN) LTD.       By: /s/ DENNIS J. TIETZ         Name: Dennis J. Tietz    Title: Director
 

 
       THE CRONOS GROUP       By: /s/ DENNIS J. TIETZ         Name: Dennis J. Tietz    Title: Chief Executive Officer
 

 
         CRONOS EQUIPMENT (BERMUDA) LIMITED       By: /s/ PETER J. YOUNGER         Name: Peter J. Younger