hereto.
SECTION 4. 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.
SECTION 5. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW
PRINCIPLES; PROVIDED THAT SECTION 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 THE STATE
OF NEW YORK.
SECTION 6. 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 DESIGNATE 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
2
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.
[Signature page follows.]
3
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first written above.
CF LEASING LTD.
By:
/s/ Dennis J. Tietz
Name: Dennis J. Tietz
Title: Director
CRONOS EQUIPMENT (BERMUDA) LIMITED
By:
/s/ Peter J. Younger
Name: Peter Younger
Title: Director
THE CRONOS GROUP
By:
/s/ Dennis J. Tietz
Name: Dennis J. Tietz
Title: Chief Executive Officer
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/ J.W. Kumpers
Name: J.W. Kumpers
Title: Director
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EXHIBIT C
STATED AMOUNTS AND PERCENTAGES
FOR MEMBERS
Name of Member
Sharing Ratio
Aggregate Commitment
Cronos Equipment (Bermuda) Limited
50 %
$ 30,000,000
FB Aviation & Intermodal Finance Holding B.V.
50 %
$ 30,000,000