Exhibit 10.3 EXECUTION VERSIONAMENDMENT NUMBER 6 TO MEMBERS AGREEMENT     THIS AMENDMENT NUMBER 6, dated as of November 8, 2006 (this “Amendment”), to the MembersAgreement, dated as of September 18, 2002 and amended by Amendment Number 1 thereto as of June 15,2004, Amendment Number 2 thereto as of July 8, 2004, Amendment Number 3 thereto as of June 15,2005, Amendment Number 4 thereto as of August 1, 2005 and Amendment Number 5 thereto as of November8, 2006 (as amended or supplemented from time to time as permitted thereby, the “MembersAgreement”), among CF LEASING LTD., a company with limited liability organized and existing underthe laws of Bermuda (together with its successors and permitted assigns, the “Company”), FBTRANSPORTATION CAPITAL LLC, a Delaware limited liability company (“FBT”), and CRONOS EQUIPMENT(BERMUDA) LIMITED, a limited liability company organized and existing under the laws of Bermuda(“Cronos”), FB AVIATION & INTERMODAL FINANCE HOLDING B.V., a limited liability company organizedunder the laws of The Netherlands, and joined by THE CRONOS GROUP, a société anonyme holdingorganized and existing under the laws of Grand Duchy of Luxembourg (“The Cronos Group”).W I T N E S S E T H:     WHEREAS, the parties have previously entered into the Members Agreement;     WHEREAS, the parties desire to amend the Members Agreement in order to modify certainprovisions under Section 5.02. to reflect that FB Aviation & Intermodal Finance Holding B.V. agreesto vote all Common Shares held by them in all meetings the same way as FB Transportation CapitalLLC (as required); and to amend 7.0.4. of the Members Agreement to note the agreement by FBAviation & Intermodal Finance Holding B.V., that the definition of the Member known as“Meespierson” should relate to FB Transportation Capital LLC only.     NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, theparties hereto agree as follows:     SECTION 1. Defined Terms. Capitalized terms used in this Amendment and not otherwisedefined herein shall have the meanings assigned in the Members Agreement.     SECTION 2. Amendments to the Members Agreement. Effective upon the date hereof,following the execution and delivery hereof,     (a) Section 5.02. *Member*shall be amended by inserting a new sub-paragraph (j) as follows:“FB Aviation & Intermodal Finance Holding B.V. (“FBA”) is the owner of 24 CommonShares of the Company, (the “FB Shares”) and FB Transportation Capital LLC (“FT”) isthe owner of 11,976 Common Shares of the Company, (the “FT Shares”). In connectiontherewith, FBA agrees to take all and any action required to vote the FB Sharesowned by it the same way that FT votes the FT Shares; and FBA further agrees toconsult with FT prior to the voting of any ofthe FBA shares to confirm the manner in which FT requires FB to vote the FB Sharesas appropriate”.

 

 - 2 -     (b) Section7.04. *Directors of the Company*shall be amended by amending sub-paragraph (a) toinclude after the full stop of the last paragraph:“FB Transportation Capital LLC (“FT”) and FB Aviation & Intermodal FinanceHolding B.V. both hereby agree that the following provisions of this Section7.04 referring to the Member, “MeesPierson”, shall be read and understood asapplying to FT only.”     SECTION 3. Effectiveness of Amendment; Terms of this Amendment.     (a) This Amendment shall become effective as of November 8, 2006.     (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns.     (c) On and after the execution and delivery hereof, (i) this Amendment shall be a part of theMembers 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.     (d) Except as expressly amended or modified hereby, the Members Agreement shall remain in fullforce and effect and is hereby ratified and confirmed by the parties hereto.     SECTION 4. Execution in Counterparts. This Amendment may be executed by the partieshereto in separate counterparts (including by fax and/or email), each of which shall be deemed tobe an original and all of which shall constitute together but one and the same agreement.     SECTION 5. Governing Law. **THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWSOF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES;*****PROVIDED*****THAT SECTION5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS, RIGHTSAND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATEOF NEW YORK.**     SECTION 6. 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 OFNEW YORK, STATE OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOWOR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FORTHE

 

- 3 -PURPOSES OF ENFORCING THIS AMENDMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THEJURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBYIRREVOCABLY 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 RECEIVINGAND FORWARDING LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO AGREESTHAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCHPERSON. PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402, EACH PARTY HERETO SHALLMAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL THE TERMINATION OF THEMEMBERS AGREEMENT. IF SUCH AGENT SHALL CEASE TO SO ACT, THE PARTIES HERETO SHALL IMMEDIATELYDESIGNATE AND APPOINT ANOTHER SUCH AGENT AND SHALL PROMPTLY DELIVER TO THE PARTIES HERETO EVIDENCEIN WRITING OF SUCH 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/ PETER J. YOUNGER  Name: Peter J. Younger  Title: Director**Amendment No. 6 to Members Agt.**

 

      FB AVIATION & INTERMODAL FINANCE HOLDING B.V.     By: /s/ M. P. A. ZONDAG  Name: M. P. A. Zondag  Title: Managing Director     By: /s/ F.J. van Lanschot  Name: F.J. van Lanschot  Title: Member of Executive Board of Fortis Bank**Amendment No. 6 to Members Agt.**

 

      FB TRANSPORTATION CAPITAL LLC     By: /s/ M.A.N. VAN LACUM  Name: M.A.N. VAN LACUM  Title: Director     By: /s/ ROLAND RUTGERS  Name: Roland Rutgers  Title: Vice President**Amendment No. 6 to Members Agt.**

 

      THE CRONOS GROUP     By: /s/ DENNIS J. TIETZ  Name: Dennis J. Tietz  Title: Director**Amendment No. 6 to Members Agt.**

 

      CRONOS EQUIPMENT (BERMUDA) LIMITED     By: /s/ DENNIS J. TIETZ  Name: Dennis J. Tietz  Title: Director**Amendment No. 6 to Members Agt.**