CONTAINER SALE AGREEMENT

Exhibit 10.62

CONTAINER SALE AGREEMENT

between

CRONOS FUNDING (BERMUDA) LIMITED

and

CRONOS FINANCE (BERMUDA) LIMITED

Dated as of

August 1, 2005

ALL RIGHT, TITLE AND INTEREST OF CRONOS FINANCE (BERMUDA) LIMITED IN AND TO THIS AGREEMENT HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF FORTIS BANK (NEDERLAND) N.V., AS AGENT, UNDER THE LOAN AGREEMENT, DATED AS OF JULY 30, 1999, AS AMENDED AND RESTATED AS OF JULY 19, 2001, SECOND AMENDED AND RESTED AS OF SEPTEMBER 23, 2003, AND THIRD AMENDED AND RESTATED AS OF AUGUST 1, 2005, FOR THE BENEFIT OF THE FINANCIAL INSTITUTIONS PARTY THERETO.

TABLE OF CONTENTS

i

TABLE OF CONTENTS
(Cont’d)

ii

LIST OF EXHIBITS

iii

CONTAINER SALE AGREEMENT

          THIS CONTAINER SALE AGREEMENT, dated as of August 1, 2005 (the “ Agreement ”), is entered into by and between CRONOS FUNDING (BERMUDA) LIMITED (the “ Seller ”) a company organized and existing under the laws of Bermuda, located at Clarendon House, Church Street, Hamilton HM 11, Bermuda, and CRONOS FINANCE (BERMUDA), LIMITED (the “ Issuer ”), a company organized and existing under the laws of Bermuda, located at Clarendon House, Church Street, Hamilton HM 11, Bermuda.

WITNESSETH :

          WHEREAS, the Seller will sell, transfer and convey to the Issuer on the Closing Date, and the Issuer will purchase from the Seller on the Closing Date, Containers and Related Transferred Assets upon the terms and conditions hereinafter set forth; and

          WHEREAS, the Containers and Related Transferred Assets transferred hereunder will be pledged by the Issuer to Fortis Bank (Nederland) N.V., a Naamloze Vennootschap (the “ Agent ”) as collateral for the Notes to be issued pursuant to the terms of the Loan Agreement (the “ Notes ”); and

          WHEREAS, the Seller and the Issuer agree that the Issuer may charge, assign, pledge or hypothecate its rights under this Agreement, and the Seller hereby acknowledges that the Issuer will pledge all of its right, title and interest under this Agreement to the Agent as collateral security for the obligations of the Issuer under the Loan Agreement;

          NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions

          Capitalized terms used in this Agreement shall have the following meanings and the definitions of such terms shall be equally applicable to the singular and plural forms of such terms:

           Aggregate Book Value of Net Finance Lease Receivables : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Applicable Law : With reference to any Person, all laws (foreign or domestic), treaties, judgments, decrees, injunctions, writs and orders of any court, Governmental Authority or authority and rules, regulations, orders, directives, licenses and permits of any Governmental Authority, instrumentality, agency or authority applicable to such Person or its property or in respect of its operations.

           Asset Base : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Authorized Signatory : This term shall have the meaning set forth in the Management Agreement.

           Casualty Event : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Container : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Container Fleet : This term shall have the meaning set forth in the Management Agreement.

           Container Representations and Warranties : With respect to each Transferred Container and the Related Transferred Assets, the representations and warranties of the Seller as set forth in paragraphs (r), (s), (v), (w), (x), (aa), and (cc) of Section 3.1 of this Agreement.

           Closing Date : August 1, 2005.

           Eligible Container : Any Container that, as of the Closing Date, when considered with all other Containers then owned by the Issuer, satisfies all of the Container Representations and Warranties.

           Fair Market Value : The value which would be obtained in an arm’s-length transaction between an informed and willing purchaser under no compulsion to buy and an informed and willing seller under no compulsion to sell such property.

           Finance Lease : A Lease which satisfies the criteria for classification as a capital lease pursuant to generally accepted allocating principles, including Financial Accounting Standards Board Statement No. 13, as amended.

           Governmental Authority : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Insolvency Law : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Insolvency Proceeding : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Lease : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Lien : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           List of Containers : The printed list of the Transferred Containers attached hereto as Exhibit A which sets forth the Transferred Containers sold by the Seller to the Issuer on the Closing Date. Such list shall be certified by an Authorized Signatory of the Seller and shall include a true and complete list of all Containers to be delivered on the Closing Date and the following information for each such Container as of the Closing Date: (i) the dollar amount paid by the Seller, (ii) the Net Book Value of such Container as of the Closing Date, (iii) the type of Container, (iv) the acceptance date of the Container, and (v) listing any Lease to which such Container is subject on the Closing Date.

           Loan Agreement : The Loan Agreement, dated as of July 30, 1999, amended and restated as of July 19, 2001, second amended and restated as of September 23, 2003 and third amended and restated as of August 1, 2005, by and among the Issuer, the Agent, and the Noteholders (as defined therein) and all amendments and supplements thereto.

           Management Agreement : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Manager : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Manager Default : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Permitted Liens : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Purchase Price : With respect to the Transferred Assets purchased by the Issuer on the Closing Date, an amount equal to $19,280,392.

           Related Transferred Assets : With respect to any Transferred Container, all of the following: (i) all of the Seller’s right, title and interest in and to, but none of its obligations under, any agreement between the Seller and the manufacturer of each such Transferred Container pursuant to which the Seller acquired a Transferred Container from such manufacturer, and all amendments, additions and supplements hereafter made with respect thereto, (ii) all of the Seller’s right, title and interest in and to any Lease which such Transferred Container is subject to on the Closing Date, including all lease revenues accrued on or after the Transfer Date, and (iii) all payments, proceeds and income of the foregoing or related thereto.

           Seller Loan Agreement : The Amended and Restated Master Loan Agreement, dated as of August 15, 1997 and amended as of February 4, 2005, and all amendments and supplements thereto, by and between the Seller and the Agent.

           Solvent : This term shall have the meaning set forth in Section 101 of the Loan Agreement.

           Transfer Date : The date on which a Container is sold by the Seller to the Issuer in accordance with the terms of this Agreement.

           Transferred Assets : Collectively, the Transferred Containers and the Related Transferred Assets.

           Transferred Container : Any Container transferred by the Seller to the Issuer pursuant to this Agreement.

           Warranty Purchase Amount : With respect to any Container, the Purchase Price allocable to such Container.

          Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth in the Loan Agreement.

ARTICLE II

TRANSFER OF CONTAINERS

2.1 Purchase and Sales of Containers

          (a) Agreement to Sell and Purchase . On and subject to the terms of this Agreement, the Seller agrees to sell to Issuer on the Closing Date, and the Issuer agrees to purchase from the Seller on the Closing Date, all of the Seller’s right, title and interest in, to and under the Containers identified on Exhibit A hereto and all Related Transferred Assets. Such sale shall be without recourse to the Seller except as provided in Section 3.3 of this Agreement. In connection with the sale set forth in this Section 2.1, the Seller shall execute and deliver on or prior to the Closing Date, each of the documents set forth in Section 2.2(f) hereof.

          (b) Purchase Price . In consideration of any purchase and sale made pursuant to Section 2.1(a) hereof, the Issuer hereby agrees to pay to the Seller on the Closing Date the Purchase Price consisting of a cash payment of $19,280,392 by wire transfer of immediately available funds.

          (c) Issuer’s Rights in Transferred Assets . After giving effect to the transfers set forth in Section 2.1 above, the Issuer shall have, subject to the restrictions set forth in the Loan Agreement, the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Transferred Containers and the Related Transferred Assets, and all of the Issuer’s right, title and interest in, to and under this

Agreement, on whatever terms the Issuer shall determine. The Issuer shall have the sole right to retain any gains or profits created by buying, selling or holding the Transferred Assets and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

2.2 Intention of Parties

          (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that each intends that the transfers herein contemplated constitute a valid sale and/or transfer and conveyance (and not for security) to the Issuer by the Seller of its interest in the Transferred Containers and the Related Transferred Assets, and an absolute conveyance to the Issuer of good title in such Transferred Assets free and clear of any Liens, and that such Transferred Assets shall not be a part of the Seller’s estate in the event of the bankruptcy or the occurrence of another similar event of, or with respect to, the Seller.

          (b) The Issuer and the Seller further intend that, following the conveyance of the Transferred Containers pursuant to this Agreement, such Transferred Containers will be managed by the Manager pursuant to the terms of the Management Agreement.

          (c) The Seller and the Issuer intend that their operations and business would not be substantively consolidated in the event of the bankruptcy or insolvency of the Seller and that the separate existence of the Seller and the Issuer would not be disregarded in the event of the insolvency or the bankruptcy of the Seller.

          (d) Notwithstanding the intention of the parties as set forth in Section 2.2(a) above, in the event that a court of competent jurisdiction shall determine that (i) any such Transferred Assets are property of the Seller’s bankruptcy estate, (ii) this Agreement creates a security interest in, and the Seller shall have been deemed, as legal and beneficial owner, to have charged the Transferred Assets as a continuing security for the Purchase Price, or (iii) the Seller shall be consolidated with the Issuer in any Insolvency Proceeding, then in such circumstance, (x) this Agreement shall constitute a charge under the laws of Bermuda and, to the extent applicable, a security agreement within the meaning of Article 9 of the Uniform Commercial Code as in effect in the State of New York and (y) the conveyances provided for in Section 2.1 hereof shall be deemed a grant by the Seller to the Issuer of a valid security interest in and the Seller hereby charges in favor of the Issuer a security all of the Seller’s right, title and interest in and to the Transferred Assets, which security interest has been assigned to the Agent pursuant to Section 2.2(e) hereof. In the event of the consolidation of the Seller and the Issuer in any Insolvency Proceeding, such security interest will be deemed to have been granted directly to the Agent from the Seller.

          (e) The Seller understands that the Issuer intends to assign the Transferred Assets and its rights under this Agreement to the Agent as collateral security for the Issuer’s obligations under the Loan Agreement, and hereby consents to the assignment of all or any portion of this Agreement by the Issuer to the Agent. The Seller

agrees that upon such assignment the Agent may exercise the rights of the Issuer hereunder and shall be entitled to all of the benefits of the Issuer hereunder.

          (f) In connection with the sale of Transferred Assets pursuant to the terms of this Agreement, the Seller and the Issuer shall execute and deliver to the Agent, on or before the Closing Date, completed UCC financing or termination statements, registration of charges, memoranda of satisfaction or release of charge or amendment thereto, or documents of similar import described in Section 2.3 hereof together with evidence of filing in the appropriate filing offices and jurisdictions as may be required with respect to the Containers and the Related Transferred Assets; and

          (g) This Agreement shall operate as an assignment, without recourse, representation, or warranty, except for the warranty of title and other representations and warranties specifically set forth in this Agreement, of all the Seller’s right, title, and interest in and to such Transferred Assets, such assignment being an outright assignment and not for security; and the Issuer will thereupon own such Transferred Assets free of any claims of or further obligations to the Seller with respect thereto.

2.3 Required Financing Statements and Registration of Charges; Marking of Records

          (a) In connection with the transfer on the Closing Date, the Seller agrees to record and file, at its own expense, the following UCC financing statements, registration of charges or documents of similar import (and/or amendments to previously filed UCC financing statements, registration of charges or documents of similar import):

               (i) UCC financing statements, registration of charges or documents of similar import (or amendments to existing UCC financing statements, registration of charges or documents of similar import), naming the Seller, as chargor/debtor/seller, the Issuer, as chargee/secured party/purchaser, the Agent, as additional secured party or assignee of the secured party/purchaser, as the case may be, and the Transferred Assets, as collateral. Such financing statements, registration of charges or documents of similar import shall be filed in the appropriate filing offices in the (A) jurisdiction in which the Seller is organized, (B) if different, the jurisdiction in which the Seller maintains its principal place of business, and (C) if the Seller maintains a place of business in the United States, in the jurisdiction in which the Seller maintains such place of business;

               (ii) UCC financing statements, registration of charges or documents of similar import (or amendments to existing UCC financing statements, registration of charges or documents of similar import), naming the Issuer, as debtor, the Agent, as secured party and the Collateral, as collateral. Such UCC financing statements, registration of charges or documents of similar import shall be filed in the appropriate filing offices in the District of Columbia, the jurisdiction in which the Issuer is organized and, if different, in the jurisdiction in which it maintains its principal place of business; and

               (iii) UCC financing statements, registration of charges or documents of similar import, evidencing the release of the security interest of any other Person with respect to any of the Collateral.

          (b) All UCC financing statements, registration of charges or documents of similar import shall meet the requirements of Applicable Law. The Seller shall deliver to the Issuer (with copies to the Agent) a file-stamped copy of such UCC financing statements, registration of charges or documents of similar import or other evidence of submission of such documents for filing on or prior to the Closing Date. Nothing contained in this Section 2.3 shall limit the Seller’s obligation to file continuation or termination statements in accordance with Section 4.1(k) of this Agreement and any Applicable Law.

          (c) In connection with the sale of Transferred Containers and Related Transferred Assets, the Seller shall, at its own expense on or prior to the Closing Date, cause its computer records to be marked to show that such Transferred Containers and Related Transferred Assets have been transferred to the Issuer in accordance with this Agreement and then pledged to the Agent.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Seller

          The Seller hereby makes the following representations and warranties for the benefit of the Issuer and the Noteholders, on which the Issuer relies in accepting the conveyance of the Transferred Assets and on which the Noteholders rely in purchasing the Notes. Such representations and warranties are made as of the Closing Date, unless otherwise indicated, but shall survive the assignment, transfer and conveyance of the Transferred Assets to the Issuer and the pledge of such Transferred Assets to the Agent.

          (a) Organization and Good Standing . The Seller is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, had at all relevant times, and now has, power, authority, and legal right to acquire and own the Transferred Assets and to perform its obligations hereunder and under any Transaction Document to which it is a party, has had no other legal name during the past five years except as stated in the preamble to this Agreement and does not do business under any other name;

          (b) Due Qualification . The Seller is qualified as a foreign entity in each jurisdiction where it is required to be so qualified to conduct its business and has obtained all necessary licenses and approvals as required under Applicable Law, in each case, where the failure to be so qualified, licensed or approved, could reasonably be

expected materially and adversely to affect the ability of Seller to perform its obligations under and comply with the terms of this Agreement and any other Transaction Document to which it is a party;

          (c) Power and Authority . The Seller has the corporate power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out their terms; the Seller has duly authorized the transfer and assignment to the Issuer of the Transferred Assets by all necessary corporate action; the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party has been duly authorized by the Seller by all necessary corporate action and this Agreement and any other Transaction Document to which it is a party have been duly executed and delivered by the Seller;

          (d) Valid Assignment; Binding Obligations . This Agreement and any other Transaction Document to which the Seller is a party, have been duly authorized, executed and delivered by the Seller and constitute a legal, valid, and binding obligation of the Seller enforceable against the Seller in accordance with their terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

          (e) No Violation . Subject to Seller’s obtaining the consent of Agent under the Seller Loan Agreement to the Seller’s sale and transfer of the Containers and Related Transferred Assets to the Issuer pursuant to this Agreement, the consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Transaction Documents to which it is a party will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of incorporation, memorandum of association or other organizational document or bye-laws of the Seller, or any material term of any indenture, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, or other instrument, other than this Agreement, or violate any law or any order, rule, or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over the Seller or any of its properties, in each case which would reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations under and to comply with the terms of this Agreement and any other Transaction Document to which it is a party;

          (f) No Proceedings or Injunctions . There are (i) no proceedings or investigations pending, or, to the knowledge of the Seller, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party, or (C) seeking any determination or ruling that is reasonably likely to materially

and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party and (ii) no injunction, writ, restraining order or other order in effect against the Seller that is reasonably likely to materially and adversely affect its ability to perform under this Agreement or any other Transaction Document to which it is a party;

          (g) Not Rendered Insolvent . The Seller will not be rendered insolvent by the transactions contemplated by this Agreement; the Seller is paying its debts as they become due and, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business;

          (h) Principal Place of Business . The Seller’s principal place of business and registered office is Clarendon House, Church Street, Hamilton HM 11, Bermuda, and has been maintained at such address for the four months immediately preceding the date hereof; and the Seller does not have an office or place of business in the United States;

          (i) No Subsidiaries . The Seller has no subsidiaries.

          (j) Accounting and Tax Treatment . The Seller will treat the sale of the Transferred Assets to the Issuer pursuant to this Agreement as a sale of such assets for financial reporting, accounting and income tax purposes;

          (k) Approvals . Subject to the Seller’s obtaining the consent of Agent under the Seller Loan Agreement to the Seller’s sale and transfer of the Containers and Related Transferred Assets to the Issuer pursuant to this Agreement, all approvals, authorizations, consents, orders or other actions of any Person required to be obtained by the Seller in connection with the execution and delivery of this Agreement or any other Transaction Document to which it is a party have been or will be taken or obtained on or prior to the date hereof;

          (l) Governmental Consent . No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority is or will be necessary or required on the part of the Seller in connection with the execution and delivery of this Agreement or the assignment, contribution, conveyance and transfer of the Transferred Assets hereunder;

          (m) Bulk Transfer Laws . The transfer, assignment and conveyance of the Transferred Assets by the Seller to the Issuer is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

          (n) Investment Company . The Seller is not an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

          (o) Substantive Consolidation . The Seller is operated such that the Issuer would not be substantively consolidated in the bankruptcy estate of the Seller and its separate existence disregarded in the event of the Seller’s bankruptcy; specifically, the

Seller: (i) conducts its business in its own name, (ii) maintains its books and records separate from those of any other person, (iii) maintains its bank accounts separate from those of any other person, (iv) maintains separate financial statements, showing its assets and liabilities separate and apart from those of any other person, (v) pays its own liabilities and expenses only out of its own funds, (vi) enters into transactions with an affiliate only if such transaction is intrinsically fair, commercially reasonable and on the same terms as would be available in an arm’s length transaction with a person or entity that is not an affiliate, (vii) allocates fairly and reasonably any overhead expenses that are shared with an affiliate, (viii) holds itself out as a separate entity, (ix) maintains adequate capital in light of its contemplated business operations and (x) observes all other appropriate corporate and other organizational formalities;

          (p) Valid Business Purpose . The Seller has valid business reasons for selling the Transferred Assets to the Issuer rather than obtaining a loan with such assets as collateral;

          (q) Net Book Values . The sum of the Net Book Values of the Containers transferred to the Issuer on the Closing Date by the Seller is $19,280,392;

          (r) Title to Containers . Subject to the Seller’s obtaining the release by the Agent under the Seller Loan Agreement of its security interest in and to the Containers and Related Transferred Assets, immediately prior to the sale of the Transferred Assets to the Issuer pursuant to the terms of this Agreement, the Seller owned and had good and marketable title to such Transferred Assets, free and clear of all Liens (whether senior, junior, or pari passu ), claim or encumbrance of any Person other than Permitted Liens. Other than for the grant of a security interest in the Transferred Assets to the Agent under the Seller Loan Agreement, the Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Transferred Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Issuer in this Agreement or (ii) that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. Immediately after the sale of the Transferred Assets to the Issuer pursuant to the terms of this Agreement, title to the Transferred Assets shall be indefeasibly vested in the Issuer;

          (s) Casualty Event . No Container shall have suffered a Casualty Event on or prior to the Transfer Date;

          (t) Financial Statements . The balance sheet of the Seller at March 31, 2005 and the statements of income, retained earnings and cash flows for the fiscal quarter then ended fairly present in all material respects, subject to normal year-end audit adjustments and the absence of footnotes to such statements, the financial condition of the Seller and the results of its operations for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis.

          Since March 31, 2005, there has been no change in the business or condition (financial or otherwise) of the Seller except changes in the ordinary course of

business, none of which individually or in the aggregate has been materially adverse. The Seller does not have any material liability or obligation other than those disclosed in the financial statements referred to in the preceding paragraph or for which adequate reserves are reflected in such financial statements or that have been incurred in the ordinary course of business since March 31, 2005;

          (u) Business Purpose . The transactions contemplated by this Agreement and the other Transaction