<PAGE>   1
Exhibit 10.7

        FORBEARANCE  AGREEMENT AND FOURTH AMENDMENT TO AMENDED AND
        RESTATED CREDIT AGREEMENT


        THIS FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT (this "Agreement") is entered into as of March 31, 1999 and
amends in certain respects the Amended and Restated Credit Agreement entered
into as of June 24, 1997 as amended by the FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT entered into as of July 14.1997, the SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT entered into as of December 3, 1997,
and the THIRD AMENDMENT TO AMENDED and RESTATED CREDIT AGREEMENT entered into as
of June 30, 1998 (such Amended and Restated Credit Agreement, as so further
amended, being referred to as the "Credit Agreement") by and among CRONOS
CONTAINERS N.V., a Netherlands Antilles corporation, CRONOS CONTAINERS LTD, an
English corporation, CRONOS EQUIPMENT LTD, an English corporation, CRONOS
CONTAINERS INC., a California corporation, CRONOS CAPITAL CORP., a California
corporation, and CRONOS EQUIPMENT (BERMUDA) LIMITED, a Bermuda. corporation, as
joint and several borrowers (the "Borrowers"); each of the banks that is or,
pursuant to the terms of the Credit Agreement, may become a party thereto
(individually, a "Bank" and collectively, the "Banks"), and FLEET BANK N.A., as
agent for the Banks (in such capacity, together with its successors in such
capacity, the "Agent").

        WITNESSETH:

        WHEREAS the Borrowers, the Banks and the Agent are parties to the Credit
Agreement, and whereas certain Events of Default exist thereunder; and

        WHEREAS the Borrowers are pursuing various options to enable the
Borrowers to repay the Borrowers' indebtedness to the Banks and to obtain
alternative sources of cash for their working capital needs, and, to permit the
same to continue, the Borrowers have requested the Banks and the Agent to
forbear from exercising rights and remedies with respect to certain Events of
Default, to waive certain Events of Default and to amend the Credit Agreement in
certain respects, as hereinafter provided; and

        WHEREAS, the Banks and the Agent are willing to agree to such
forbearance, waiver and amendments subject to the terms and conditions
hereinafter set forth;

        NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers, the Banks and the
Agent hereby agree as follows:

        SECTION 1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings ascribed to them in
the Credit Agreement.

               SECTION 2. Acknowledgement. The Borrowers acknowledge that they
have failed to pay the Loans on January 8, 1999, as required pursuant to the
Credit Agreement (hereinafter the "Maturity Default"), that all indebtedness
incurred under the Loan Documents, including the Loans and all other
indebtedness, obligations and liabilities of the Borrowers to the Banks and the
Agent of every kind and description (all of the foregoing, whether now existing
or hereafter arising being collectively called the "Obligations"), is now due
and payable in full, and that Banks and the Agent are now entitled under the
Credit Agreement, the Notes and the Security Agreement and the other Loan
Documents to exercise their remedies thereunder. The Borrowers acknowledge that
(i) the Banks have no obligation to extend or renew Loans or any other
Obligation and that all demand notices required to be given or made by the Banks
and the Agent have been timely and effectively given or made, and the same have
been timely and effectively received by the Borrowers and (ii) the aggregate
outstanding principal amount of the Loans as of the date hereof is
[$25,830,684.00]. Each of the Borrowers further represents and warrants that it
has no defenses or setoffs to the payment of the Obligations.

        SECTION 3. Forbearance. The Banks agree to forbear in the exercise of
their rights and remedies under the Security Agreement and the other Loan
Documents and under applicable law which would otherwise be exercisable by the
Banks by reason of the Maturity Default., provided, that this forbearance (i)
shall not apply to 

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<PAGE>   2

exercise of rights and remedies with respect to the Collateral
Assignment-Palatin Loans and (ii) is expressly conditioned upon the Company's
compliance with and satisfaction of each and every one of the covenants, terms
and conditions of this Agreement, including, without limitation, the covenants
and agreements set forth in Section 7 thereof and the covenants, terms and
conditions of the other Loan Documents, as modified by this Agreement.

        SECTION 4. Credit Agreement Amendments (a) Effective as of the date
hereof (the "Effective Date"), but subject to satisfaction of all of the
conditions act forth in Section 5 hereof, the Credit Agreement is hereby amended
as follows:

        (i) The definition of "Amortization Schedule" set forth in Section 1.01
is amended and restated to read in its entirety as follows:

        "Amortization Schedule" - the following schedule for amortization of the
Loans:
<TABLE>
<CAPTION>

         Principal Payment Date     Principal Amount
         ----------------------     ----------------
<S>                                 <C>
         April 15, 1999             $1,500,000.00 (which amount shall not be reduced by
                                    the proceeds from the disposition of any collateral
                                    (other than containers) which secure the Loans or
                                    prepayments pursuant to Section 2.03.)

         September 30 1999          The outstanding principal balance of the Loans
</TABLE>

        (ii) The definition of "Borrowing Base" set forth in Section 1.01 is
hereby amended to add the following additional proviso at the end of the first
sentence thereof:

               "and provided further, that the percentages above in this
 sentence of eighty percent (80%) shall automatically and without any further
 amendment or confirmation reduce to seventy percent (70%) effective upon
 receipt by the Agent for the benefit of the Banks. In reduction of the. Loans
 of at least $2,600,000 in the aggregate of proceeds from the sale of any of the
 Transamerica Shares or any sale of shares of capital stock of the Guarantor
 pledged to secure the Palatin Loans and the Borrowers shall immediately
 thereupon make (and shall continue to make) any prepayments required as a
 result thereof in accordance with Section 2.03 of the Credit Agreement"

        (iii) The definition of "Maturity Date" set forth in Section 1.01 is
hereby amended to read in its entirety as follows:

        "Maturity Date" - September 30, 1999.

        (iv) The definition of "Principal Office" set forth in Section 1.01 is
hereby amended and restated to read in its entirety as follows:

        "Principal Office" - the principal office of the Agent, currently
located at 777 Main Street, Hartford, CT. 06115, Attn: Managed Assets Division.

        (v) Section 2.01 is hereby amended and restated in its entirety to read
as follows "The [$25,830,684.00] in outstanding principal mount of the Loans
shall he payable by the Borrowers in accordance with the Amortization Schedule"
subject to earlier prepayment as otherwise provided in this Agreement.

        (vi) Section 2.02(b) is hereby amended and restated to read in
its entirety as follows:

        "(b) The Borrowers shall pay to the Borrower's Administrative Agent.
and the Borrowers' Administrative Agent shall pay to the Agent for the
respective accounts of each of the Banks which are parties to this Agreement
further extension fees (the "Further Extension Fees") on the following dates and
in the following amounts, all of which Further Extension Fees are deemed fully
earned and non-refundable;
<TABLE>
<CAPTION>

        DATE                        AMOUNT
        ----                        ------
<S>                                 <C>    
        April 3 0, 1999             $83,334
        May 31, 1999                $83,333
</TABLE>

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<PAGE>   3
<TABLE>
<S>                                 <C>    
        June 30, 1999               $83,333,
        September 30, 1999          $1,000,000; provided that if the Obligations
                                    are paid in full by April 30, 1999, then such
                                    $1,000,000 fee shall be reduced to $200,000; if
                                    the Obligations are paid in full by May 31.
                                    1999, such fee shall be $300,000; if the
                                    Obligations are paid in full by June 30, 1999,
                                    such. fee shall be $400,000 or if the
                                    Obligations are paid in full by July 31, 1999,
                                    such fee shall be $500,000
</TABLE>

        (vi)   Section 2.12(a)(v) is hereby amended and restated to read in its
entirety as follows:

                      "(v) by no later than April 15, 1999, in furtherance and
        confirmation of the terms and provisions of the Collateral
        Assignment, Palatin Loans and the pledge of the Palatin Loans and the
        collateral therefor, including shares of capital stock of the
        Guarantor, Cronos Bermuda shall deliver to the. Agent certificates
        representing 463,636 shares of capital stock of the Guarantor registered
        in the name of Lambert Business Inc., registered or duly endorsed for
        registration into the name of the Agent. The Borrowers' acknowledgement
        that the Palatin Loans are in default, hereby agree to cooperate fully
        with the Agent and the Banks in the collection and foreclosure of the
        Palatin Loans and the collateral therefor,

        (b) Except as specifically. amended or modified above, all of the terms
        of the Credit Agreement shall remain unchanged and, as so amended the
        Credit Agreement shall continue in full force and effect.

        SECTION 5. Effectiveness. The effectiveness of this Agreement shall be
        conditioned upon (a) the execution of this Agreement: by the Agent and
        the Banks and receipt by the Agent of counterparts of this Agreement
        executed by each of the Borrowers and (b) fulfillment to the
        satisfaction of the Agent of each of the following conditions:

        (i) The Agent and the Banks shall have received the draft audited
        consolidated financial statements of the Borrowers and the Guarantor for
        the fiscal year ended December 31, 1998 (the "1998 Draft Financial
        Statements") and the same shall be satisfactory to the Agent and the
        Banks.

        (ii) The Guarantor shall have executed and delivered to the Agent with
        sufficient original counterparts, for each Bank, a Confirmation of Loan
        Documents in form and substance satisfactory to the Agent.

         (iii) The Agent and cach Bank shall have received a Compliance
        Certificate dated as of the Effective Date certifying inter alia, that,
        subject to the Maturity Default and the waivers referred to in Section 8
        below, (x) each of the Borrowers shall have complied and shall then be
        in compliance with all of the terms, covenants and conditions of this
        Agreement and the Credit Agreement, (y) the representations and
        warranties contained in, Article 3 of this Agreement and the Credit
        Agreement shall be true and correct on the due hereof. and (z) other
        than the Maturity Default no Default or Event of Default exists
        immediately prior to and after giving effect to the execution and
        delivery of this Agreement.

        SECTION 6. Representations and Warranties. In order to induce the Banks
        to execute this Agreement, the Borrowers hereby represent and warrant to
        the Agent and the Banks as follows, which representations and warranties
        shall survive the execution and delivery of this Agreement.

        (a) Each of the Borrowers and the Guarantor (collectively, the "Loan
        Parties") is; a corporation duly organized, validly existing and in good
        standing under the laws of its jurisdiction of incorporation and has all
        requisite power and authority corporate and otherwise to conduct its
        business, to own its property, and to execute, deliver and perform all
        of its obligations under this Agreement. The Credit Agreement, as
        amended hereby and each of the other instruments or documents being
        executed and delivered in connection herewith (collectively the
        "Agreement Documents"). Each of the Loan Parties is qualified to do
        business and is in good standing in every jurisdiction where the nature
        of its business and ownership of its properties requires it to be to
        qualified and where failure so to qualify might materially and adversely
        affect its financial condition and business.

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<PAGE>   4

        (b)(i) Each of the Loan Parties has taken. or within thirty (15) days
        following the Effective Date will have taken, all necessary action
        (corporate and otherwise to authorize and ratify the execution, delivery
        and performance of this Agreement, the Credit Agreement as amended
        hereby, and the other Agreement Documents to be executed by it: and

        (ii) the execution, delivery and performance by each of the Loan Parties
        of this Agreement the Credit Agreement, as amended hereby and the other
        Agreement Documents are not in contravention of any provision of law or
        of any agreement or indenture by which the applicable Loan Party is
        bound or of the respective Articles of Incorporation or By-Laws of the
        Loan Parties and do not require the consent or approval of any
        governmental body, agency, authority, or other Person which has not been
        obtained and a copy thereof furnished to the Agent and will not result
        in the creation or imposition of any Lien upon any of the property or
        assets of the Borrowers, except for the Liens in favor of the Agent and
        the Banks created under the Security Agreement and the other Security
        Documents.

        (c) As of the Effective Date, this Agreement and, as of the date of
        execution and delivery thereof, each of the other Agreement Documents
        will have been duly and validly executed and delivered by each of the
        Loan Parties party thereto and each Agreement Document and the Credit
        Agreement, as amended hereby, will be the legal, valid and binding
        obligation of such Loan Party, enforceable against it in accordance with
        its respective terms, except to the extent that the validity or
        enforceability thereof may be limited by bankruptcy, insolvency.
        reorganization and other similar laws affecting creditors rights
        generally

        (d) The 1998 Draft Financial Statements and the certificates, opinions
        or any other statement made or furnished in writing to the Agent or any
        Bank by or on behalf of "any Loan Party" in connection with this
        Agreement or the transactions contemplated hereby, do not contain any
        untrue statement of a material fact or to state a material fact
        necessary in order to make the statements contained therein or herein
        not misleading

        (e) As of the Effective Date, after giving effect to the waivers in
        Section 7 below, no Defaults or Events of Default exist under the Credit
        Agreement other than the Maturity Default

        (f) After giving effect to the waivers referred in Section 8 below,
        the representations and warranties contained in the Loan Documents are
        true and correct in all material respects on the Effective Date with the
        same effect as though such representations and warranties had been
        restated at and as of the Effective Date and such representations and
        warranties are incorporated by reference herein

        SECTION 7. Other Covenants. (a) The Borrowers hereby confirm their
        continuing obligations to pay all amounts due and payable under Section
        11.01 of the Credit Agreement, including, without limitation, under
        subsection (iii) thereof, and that such obligations include, and will
        continue to include. without limitation, reimbursement of all expenses
        of the Agent and each Bank to attend meetings with representatives of
        the Borrowers. The Borrowers shall reimburse all such expenses incurred
        in connection with the meeting of the Lenders in New York in October
        1998 by no later than April 15, 1999.

                      (b) The Guarantor, by its execution of its consent to this
        Agreement below, hereby (i) agrees that it shall not subject or covenant
        to subject the Transamerica Shares (as defined in the Credit Agreement)
        to any lien in favor of any party other than the Agent on behalf of the
        Banks, (ii) confirms its continuing obligation to execute and deliver
        the Pledge Agreement (the "Pledge Agreement") referred to in paragraph 2
        of the Confirmation of Guaranties, Agreement and Power of Attorney dated
        as of June 30, 1998 (the "Confirmation") and (iii) agrees to execute and
        deliver the Pledge Agreement and all agreements and documents
        contemplated thereby, in accordance with the Confirmation, by no later
        than April 15,1999

               SECTION 8. Waivers of Defaults. (a) Subject to the
        representations and warranties herein contained the Agent and the Banks
        hereby waive the Event of Default arising from the Borrowers' failure to
        pay the principal amount of the Loans due and payable on September 30,
        1998.

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<PAGE>   5

        (b) Based upon the 1998 Draft Financial Statements, the Banks and the
        Agent hereby waive the defaults in the Borrowers' observance of the
        covenants set in Section 6.08 of the Credit Agreement as at and for the
        fourth quarter ended December 31, 1998, provided that such waiver shall
        only be effective to the extent the Borrowers' and the Guarantor's
        audited financial statements as at such date and for such period are
        consistent with the draft 1998 Financial Statements.

               SECTION 9. Releases. Each of the Borrowers and the Gurantor by
        its execution and delivery below hereby unconditionally releases, waives
        and forever discharges the Agent and each of the Banks and their
        respective parent other affiliates, directors, officers, shareholders,
        employees and agents (collectively, the "Release Parties") from any and
        all claims, offsets, actions, causes of action, suits, debts, dues, sums
        of money, accounts, reckonings, bonds, bills, Specialties, covenants,
        contracts, controversies, agreements, promises, variances, trespasses,
        damages, judgements, extents, executions, claims and demands whatsoever,
        whether known or unknown, in law, admiralty or equity, which against the
        Release Parties, the Borrowers, the Guarantor and their respective
        successors and assigns ever had, now have or hereafter can, shall or may
        have, for, upon, or by reason of any matter, cause or thing whatsoever
        from the beginning of the world to the day of the date of this
        Agreement.

        SECTION 10. Reference to and Effect on Loan Documents

               (a) On and after the Effective Date, each reference in the Credit
        Agreement to "this Agreement "hereunder" "hereof", "herein" or words
        of like import, and each reference in the other Loan Documents to the
        Credit Agreement, shall mean and be a reference to the Credit Agreement
        as amended hereby. This Agreement shall constitute a Loan Document under
        the Credit Agreement.

               (b) Except as otherwise expressly set forth herein, the
        execution, delivery and effectiveness of this Agreement shall not
        operate as a waiver of any right, power or remedy of any Bank. or the
        Agent under the Credit Agreement or any of the other Loan Documents,
        shall not constitute a waiver of any provision of the Credit Agreement
        or any of the other Loan Documents, nor shall it affect or diminish any
        Bank's or the Agent's rights to hereafter require strict performance of
        any provision of the Credit Agreement or any of the other Loan
        Documents.

        SECTION 11. Reaffirmation of Security Interest. Each of the Borrowers
        hereby reaffirms as of the date hereof each and every security interest
        and lien granted in favor of the Agent and the Banks under the Loan
        Documents, and agrees and acknowledges that such security interests and
        liens shall continue from and after the date hereof and shall remain in
        full force and effect from and after the date hereof, in each case after
        giving effect to the Credit Agreement as amended by this Agreement, and
        the obligations secured thereby and thereunder shall include the
        Borrowers' obligations under the Credit Agreement as amended by this
        Agreement. Each such reaffirmed security interest and lien remains and
        shall continue to remain in full force and effect and is hereby in all
        respects ratified and confirmed and all references in the Security
        Documents to the Credit Agreement shall refer to the Credit Agreement as
        amended or modified by this Agreement.

        SECTION 12. Further Assurances. Each of the Borrowers hereby agrees to
        do such further acts and things and to execute, deliver and acknowledge
        such additional agreements, powers and instruments as the Agent or any
        Bank may reasonably require to carry into effect the purposes of this
        Agreement or any agreement, direct or indirect executed and delivered or
        to be executed and delivered pursuant hereto or in connection herewith.

        SECTION 13. Conditions Subsequent.

        (a) On or prior to April 15, 1999, the Borrowers shall cause each of the
        following conditions to be met:

        (i) Receipt by the Agent of opinions of counsel to the Borrowers in form
        and substance satisfactory to the Agent and the Banks;

        (ii) Receipt by the Agent and the Banks of the audited financial
        statements of the Borrowers and the Guarantor required pursuant to
        Section 5.01 of the Credit Agreement for the fiscal year ended December
        31, 1998. 

                                                                             E10
<PAGE>   6

        (iii) Receipt by the Agent of the Pledge Agreement, duly executed by the
        Guarantor, and such other documents, including evidence of due
        authorization, execution and delivery and appropriate opinions of
        counsel, as the Agent shall require in connection therewith, all in form
        and substance satisfactory to the Agent:

        (iv) Receipt by the Agent of evidence of insurance on the Financed
        Containers included in the Borrowing Base and of the Borrowers'
        liability insurance policies, naming the Agent, as loss payee, and the
        Banks and the Agents as additional insured in form and substance
        satisfactory to Agent; and

        (v) Receipt by the Agent, with sufficient original counterparts for each
        Bank, from the Borrowers and the Guarantor, of (x) Certificates, each of
        which shall be in form and substance satisfactory to the Agent,
        certifying that there have been no changes to its articles of
        incorporation as amended and its by-laws, as amended, subsequent to the
        date of the most recent certificates with respect thereto delivered to
        the Agent, (y) an incumbency certificate containing specimen
        signature(s) of the person(s) authorized to execute this Agreement and
        any and all agreements, documents and instruments to be executed and
        delivered pursuant hereto, (z) resolutions of its Board of Directors
        authorizing (1) the execution, delivery and performance of the Agreement
        Documents to which it is a party (2) the consummation of the
        transactions contemplated thereby and (3) all other actions to be taken
        by it in connection herewith or therewith.

        (vi) Receipt by the Agent of good standing certificates for each of the
        Borrowers and Guarantor from their respective jurisdictions of
        incorporation.

        (vii) Receipt by the Agent of copies of all consents, approvals and
        waivers required in connection with the execution, delivery and
        performance of the Agreement Documents.

        (viii) All proceedings in connection with the transactions contemplated
        by this Agreement and all documents incident thereto shall be reasonably
        satisfactory in form and substance to the Agent and the Agent, and each
        Bank, upon request by such Bank, shall have received all information and
        such counterpart originals or certified or other copies of such
        documents as the Agent may reasonably request prior to the date hereof.

        (ix) All legal matters incident to the effectiveness of this Agreement
        shall be satisfactory to counsel the Agent. The Agent will advise the
        Borrowers of any such matters prior to the date hereof.

        (x) The Agent shall have received such other instruments agreements and
        documents as it shall reasonably require in connection with this
        Agreement and the matters referred to above.

        (b) The failure by the Borrowers to fulfill any of the conditions
        subsequent set forth in paragraph (a) above shall constitute an Event of
        Default.

        SECTION 14. Costs and Expenses. Promptly upon the submission of
        requests therefor the Borrowers shall pay all costs and expenses of the
        Agent (including attorneys' fees and expense) incurred in connection
        with the negotiation, preparation execution end delivery of this
        Agreement and the Agreement Documents

        SECTION 15. Governing Law THE VALIDITY. INTERPRETATION AND ENFORCEMENT 
        OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
        WITHOUT EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

        SECTION 16. Counterparts. This Agreement may be executed in any number
        of counterparts and by the different parties hereto in seperate
        counterparts, each of which when so executed and delivered shall be an
        original, but all of which shall together constitute one and the same
        instrument. Execution and delivery of this Agreement by facsimile
        transmission shall constitute execution and delivery of this Agreement
        for all purposes, with the same force and effect as and delivery of an
        originally manually signed copy hereof.

                                                                             E11
<PAGE>   7

        SECTION 17. Headings. The headings of the several sections of this
        Agreement are inserted for convenience only and shall not in any way
        affect the meaning or construction of any provision of this Agreement.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
        executed and delivered by their proper and duly authorized officer as of
        the date set forth above.

        BORROWERS:
        CRONOS CONTAINERS N.V.


        By: /s/ S J Brocato
        ---------------------------
        Name: S J Brocato
        Title: Director


        CRONOS CONTAINERS LTD

        By: /s/ C P Langley
        ---------------------------
        Name: C P Langley
        Title: Director


        CRONOS EQUIPMENT LTD

        By: /s/ C P Langley
        ---------------------------
        Name: C P Langley
        Title: Director


        CRONOS CONTAINERS INC.

        By: /s/ D J Tietz
        ---------------------------
        Name: Dennis J Tietz
        Title: Director


        CRONOS CAPITAL CORP.

        By: /s/ D J Tietz
        ---------------------------
        Name: Dennis J Tietz
        Title: Director


        CRONOS EQUIPMENT (BERMUDA) LTD

        By: /s/ P J Younger
        ---------------------------
        Name: P J Younger
        Title: Director


        CONSENTED AND AGREED TO, INCLUDING, WITHOUT LIMITATION, WITH RESPECT
        TO SECTIONS 7 and 9 ABOVE:

        THE CRONOS GROUP

        By: /s/ D J Tietz
        ---------------------------
        Name: Dennis J Tietz
        Title: Director

                                                                             E12
<PAGE>   8


        AGENT:
        FLEET BANK, N.A.
        As Agent

        By: /s/ E J Walsh
        ---------------------------
        Name: Edward J Walsh
        Title: Senior Vice President


        BANKS:
        FLEET BANK, N.A.

        By: /s/ E J Walsh
        ---------------------------
        Name: Edward J Walsh
        Title: Senior Vice President


        BANKBOSTON N.A.

        By: /s/ W D Vannah
        ---------------------------
        Name: W. Douglas Vannah
        Title: Vice President


        FIRST NATIONAL UNION BANK

        By: /s/ A D Brehony
        ---------------------------
        Name: Anne D Brehony
        Title: Vice President


        UNION BANK OF CALIFORNIA


        By: /s/ R D Morris
        ---------------------------
        Name: Richard D Morris
        Title: Vice President



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