AMENDMENT NUMBER 7 TO MEMBERS
AGREEMENT
THIS AMENDMENT
NUMBER 7, dated as of January 2, 2007 (this
“Amendment”), to the Members Agreement, 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,
Amendment Number 5 thereto as of November 8, 2006 and
Amendment Number 6 thereto as of November 8, 2006 (as amended
or supplemented from time to time as permitted thereby, the
“Members Agreement”), among CF LEASING LTD., a company
with limited liability organized and existing under the laws of
Bermuda (together with its successors and permitted assigns, the
“Company”), FB TRANSPORTATION 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 organized under the laws of The Netherlands
(“FBA”), and joined by THE CRONOS GROUP, a
société anonyme holding organized and existing under
the laws of Grand Duchy of Luxembourg (“The Cronos
Group”).
WHEREAS, the
parties have previously entered into the Members
Agreement;
WHEREAS, the
parties desire to amend the Members Agreement in order to increase
the Commitment of each Member from $30,000,000 to
$35,000,000.
NOW THEREFORE, in
consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:
SECTION 1.
Defined Terms . Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings assigned in
the Members Agreement.
SECTION 2.
Amendment to the Members Agreement . Effective upon the date
hereof, following the execution and delivery hereof, the Commitment
of each Member shall be increased from Thirty Million Dollars
($30,000,000) to Thirty-Five Million Dollars ($35,000,000).
Accordingly, Exhibit C to the Members Agreement shall be
amended by deleting it in its entirety and replacing it with new
Exhibit C attached to this Amendment. For the avoidance of
doubt, FBT and FBA shall together be treated as a single Member
with respect to determining the respective Commitments of the
Members.
SECTION 3.
Effectiveness of Amendment; Terms of this Amendment
.
(a) This
Amendment shall become effective as of January 2,
2007.
(b) This
Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and
assigns.
(c) On and
after the execution and delivery hereof, (i) this
Am
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