CRONOS GROUP
EXHIBIT 10.23
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>5
<FILENAME>f84595exv10w23.txt
<DESCRIPTION>EXHIBIT 10.23
<TEXT>
<PAGE>
                                                                   Exhibit 10.23

                               AMENDMENT NUMBER 3
                     TO AMENDED AND RESTATED LOAN AGREEMENT


        THIS AMENDMENT NUMBER 3, dated as of September 18, 2002 (this
"Amendment") to the Amended and Restated Loan Agreement, dated as of July 19,
2001 (as amended or supplemented from time to time as permitted thereby, the
"Loan Agreement"), each by and between CRONOS FINANCE (BERMUDA) LIMITED, a
company organized and existing under the laws of Bermuda (the "Issuer"), and
FORTIS BANK (NEDERLAND) N.V. (f/k/a MeesPierson N.V.), a Naamloze Vennootschap,
as agent on behalf of the Noteholders (in such capacity, the "Agent") and for
itself, as the Noteholder (the "Initial Noteholder").

                                   WITNESSETH:

        WHEREAS, the Issuer, the Agent and the Initial Noteholder have
previously entered into the Loan Agreement and Amendments Number 1 and 2
thereto, dated as of August 6, 2001 and November 20, 2001, respectively;

        WHEREAS, the parties desire to further amend the Loan Agreement in order
to modify certain provisions of the Loan Agreement;

        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 Loan
Agreement.

        SECTION 2. Full Force and Effect. Other than as specifically modified
hereby, the Loan Agreement shall remain in full force and effect in accordance
with the terms and provisions thereof and is hereby ratified and confirmed by
the parties hereto.

        SECTION 3. Amendment to the Loan Agreement. Effective on the date
hereof, following the execution and delivery hereof,

               (a) The last sentence of the definition of "Existing Commitment"
        in Section 101 of the Loan Agreement is hereby amended to read in its
        entirety as follows:

                   "As of September 18, 2002, the Existing Commitment of Fortis
                   will be reduced to Fifty Million Dollars ($50,000,000)."

               (b) The definition of "Final Payment Date" in Section 101 of the
        Loan Agreement is hereby amended to read in its entirety as follows:

                   "Final Payment Date: September 16, 2003, or if such date is
                   not a Banking Date, the Banking Day immediately preceding
                   such date."

               (c) The definition of "Tangible Net Worth" in Section 101 of the
        Loan

<PAGE>

        Agreement is hereby amended to read in its entirety as follows:

               "Tangible Net Worth: As of any date of determination, an amount
               equal to the excess of:

               (a)    the total stockholders' equity of The Cronos Group and its
                      consolidated Subsidiaries, over

               (b)    all intangible assets included in the amount set forth in
                      clause (a), in each case as determined in accordance with
                      GAAP and as reported on the most recently available
                      financial statements of The Cronos Group delivered to the
                      Agent in accordance with the terms of the Transaction
                      Documents;

               provided, however, that for purposes of this definition, any
               adjustments, both positive and negative, to either or both of the
               amounts set forth in either clause (a) or clause (b) arising from
               the implementation of Statement of Financial Accounting Standards
               No. 133 issued by the Financial Accounting Standards Board shall
               be disregarded for purposes of this calculation."

               (d) The definition of "Weighted Average Age of the Equipment" in
        Section 101 of the Loan Agreement is hereby amended to read in its
        entirety as follows:

               "Weighted Average Age of the Equipment: As of any date of
               determination shall be equal to the quotient of (A) the sum for
               each Eligible Container of the product of (i) the age of such
               Eligible Container and (ii) the then Net Book Value of such
               Eligible Container, divided by (B) the sum of the then Aggregate
               Net Book Values. The Weighted Average Age of the Equipment will
               be calculated only with respect to Eligible Containers."

               (e) Section 203(a) of the Loan Agreement is hereby amended to
        read in its entirety as follows:

               "(a) Scheduled Amortization of Notes. The principal balance of
               the Notes shall be payable on each Payment Date from amounts on
               deposit in the Trust Account in an amount equal to (i) so long as
               no Early Amortization Event is continuing, the Scheduled
               Principal Payment Amount for such Payment Date, or (ii) if an
               Early Amortization Event is then continuing, the then aggregate
               Note Principal Balance shall be payable in full to the extent
               that funds are available for such purposes in accordance with the
               provisions of clause (6) of Section 302(a) hereof. The unpaid
               principal amount of each Note together with all unpaid interest
               (including any overdue interest), fees, expenses, costs and other
               amounts payable by the Issuer to the Noteholders pursuant to the
               terms hereof, shall be due and payable in full on the earlier to
               occur of (x) the date on which an Event of Default shall occur
               and the Notes have been accelerated in


                                      -2-
<PAGE>

                      accordance with the provisions of Section 802 hereof and
                      (y) the Legal Final Payment Date."

               (f) Section 101 of the Loan Agreement is hereby amended to
        include the following definition of "Scheduled Principal Payment
        Amount":

               "Scheduled Principal Payment Amount: On any Payment Date, one of
               the following:

                   (1) for any Payment Date prior to the Conversion Date, zero;

                   (2) for any Payment Date following the Conversion Date, the
                   excess, if any, of (x) the aggregate Principal Balance, over
                   (y) the Scheduled Targeted Principal Balance for the Notes
                   for such Payment Date."

               (g) Section 101 of the Loan Agreement is hereby amended to
        include the following definition of "Scheduled Targeted Principal
        Balance":

                   "Scheduled Targeted Principal Balance: On any Payment Date,
                   an amount equal to the product of (x) the aggregate Principal
                   Balance on the Conversion Date and (y) the percentage set
                   forth opposite such Payment Date (based on the number of
                   months elapsed from the Conversion Date) on Schedule 2 hereto
                   under the column entitled "Scheduled Targeted Principal
                   Balance". The Scheduled Targeted Principal Balance for the
                   Notes will be based on a five (5) year level amortization
                   schedule."

               (h) The Loan Agreement is hereby amended to include Schedule 2
        attached hereto as Schedule 2 to the Loan Agreement.

               (i) Section 101 of the Loan Agreement is hereby amended to
        include the following definition of "Legal Final Payment Date":

                   "Legal Final Payment Date: September 18, 2008, or if such
                   date is not a Banking Date, the Banking Day immediately
                   preceding such date."

               (j) Section 302 of the Loan Agreement is hereby amended to
        include the following as sub-section (6), former sub-section (6) is
        hereby renumbered as sub-section (7) and all other sub-sections of
        Section 302 and references thereto are hereby renumbered mutatis
        mutandis:

                   "(6) To each Noteholder, any Scheduled Principal Payment
                   Amount then due and payable to such Noteholder;"

               (k) Section 626 of the Loan Agreement is hereby amended to read
        in its entirety as follows:


                                      -3-
<PAGE>

                   "Section 626. Interest Rate Hedge Agreements. (a) The Issuer
                   shall enter into and maintain on or prior to the thirtieth
                   (30th) day following September 18, 2002, and, upon any
                   subsequent acquisition of Containers, within thirty (30) days
                   thereafter, Interest Rate Hedge Agreements, with one or more
                   Interest Rate Hedge Providers having a long-term senior
                   unsecured indebtedness rated not less than "A-1" by S&P or
                   "A3" by Moody's and which is reasonably satisfactory to the
                   Agent, having aggregate notional principal balances of not
                   less than seventy-five percent (75%), and not more than
                   hundred percent (100%), of Advances allocated (on a Net Book
                   Value basis) to (i) Eligible Containers subject to Finance
                   Leases and (ii) Eligible Containers subject to Term Leases
                   with a then expiry date of longer than one (1) year. Such
                   Interest Rate Hedge Agreements shall protect the Issuer from
                   fluctuations in interest rates which would increase the
                   interest payments of the Issuer on Notes issued under this
                   Loan Agreement; provided, however, this provision shall not
                   require the Issuer to enter into any Interest Rate Hedge
                   Agreement having an original notional value of less than Five
                   Million Dollars ($5,000,000). All Interest Rate Hedge
                   Providers shall be required to enter into agreements not to
                   commence any case, proceeding or other action under any
                   existing or future insolvency law seeking to have an order
                   for relief entered with respect to the Issuer.

                          (b) All payments received from an Interest Rate
                   Hedge Provider shall be deposited by the Issuer directly
                   into the Trust Account."

               (l) Section 101 of the Loan Agreement is hereby amended to
        include the following definition of "Term Lease":

                   "Term Lease: A Lease (other than a Finance Lease) having an
                   initial term of not less than thirty-six (36) months."

               (m) The Loan Agreement is hereby amended to include the following
        Section 1222 as Section 1222 to the Loan Agreement:

                   "Section 1222. Authorization to File Financing Statements. In
                   connection with the grant of the security interest contained
                   in Section 401 hereof, the Issuer hereby irrevocably
                   authorizes the Agent at any time, and from time to time, to
                   file in any filing office in any UCC jurisdiction reasonably
                   necessary by any applicable law to perfect the security
                   interest granted herein or in any other Transaction Document,
                   any initial financing statements, continuation statements and
                   amendments thereto that (a) indicate Collateral, regardless
                   of whether any particular asset comprised in the Collateral
                   falls within the scope of Article 9 of the UCC, and (b)
                   provide any other information required by Article 9 of the
                   UCC for the sufficiency or filing office acceptance of any
                   financing statements, continuation statements or amendments,
                   including whether the Issuer is an organization, the type of
                   organization and any organizational identification


                                      -4-
<PAGE>


                   number issued to the Issuer. The Issuer agrees to furnish any
                   such information to the Agent promptly upon request. The
                   Issuer also ratifies its authorization for the Agent to have
                   filed in any UCC jurisdiction any like initial financing
                   statements, continuation statements or amendments thereto if
                   filed prior to September 18, 2002. Nothing in the foregoing
                   shall be deemed to create an obligation of the Agent to file
                   any financing statement or amendment thereto except as
                   directed by the Noteholders."

               (n) The last sentence of Section 202(a) of the Loan Agreement is
        hereby amended to read in its entirety as follows:

                   "Subject to the terms of this Loan Agreement relating to the
                   prepayments of the Notes, the outstanding principal of, and
                   all accrued interest on, the Note and all other amounts
                   payable by the Issuer under the Transaction Documents shall
                   be due and payable on the Legal Final Payment Date."

               (o) The first sentence of Section 207 of the Loan Agreement is
        hereby amended to read in its entirety as follows:

                   "Each Noteholder is required, and hereby agrees, to return to
                   the Agent, within 30 days after the Legal Final Payment Date,
                   any Note on which the final payment due thereon has been
                   made."

               (p) Section 101 of the Loan Agreement is hereby amended to
        include the following definition of "Conversion Date":

                   "Conversion Date: means the earlier to occur of (i) the Final
                   Payment Date or (ii) the date on which an Early Amortization
                   Event occurs; provided that in either case, if such date is
                   not a Banking Date, the Banking Day immediately preceding
                   such date."

               (q) Section 1002(d) of the Loan Agreement is hereby amended to
        read in its entirety as follows:

                   "(d) Conversion Date. The Conversion Date shall not have
                   occurred."

               (r) Section 801(i) of the Loan Agreement is hereby amended to
        read in its entirety as follows:

                   "(i) default in the payment of principal (including, without
                   limitation, any Scheduled Principal Payment Amount), the
                   premium, if any, and interest on the Notes or Commitment Fees
                   within 5 calendar days after the same shall have become due
                   and payable in accordance with the terms of such Notes and
                   this Loan Agreement."

        SECTION 4. Representations, Warranties and Covenants.  The Issuer hereby
confirms that each of the representations, warranties and covenants set forth in
Articles V and VI of the


                                      -5-
<PAGE>

Loan Agreement are true and correct as of the date first written above with the
same effect as though each had been made as of such date, except to the extent
that any of such representations and warranties expressly relate to earlier
dates.

        SECTION 5. Effectiveness of Amendment.

               (a) This Amendment shall become effective as of the date first
        written above.

               (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 before the execution and delivery hereof, (i) the
        Issuer shall prepay the principal balance of the Notes in an amount
        sufficient to reduce the aggregate Principal Balance thereof to Fifty
        Million Dollars ($50,000,000), (ii) this Amendment shall be a part of
        the Loan Agreement, and (iii) each reference in the Loan Agreement to
        "this Agreement" and "hereof", "hereunder" or words of like import, and
        each reference in any other document to the Loan Agreement shall mean
        and be a reference to the Loan Agreement as amended or modified hereby.

        SECTION 6. 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 7. 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, 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 8. No Novation. Notwithstanding that the Loan Agreement is
hereby amended by this Amendment as of the date hereof, nothing contained herein
shall be deemed to cause a novation or discharge of any existing indebtedness of
the Issuer under the original Loan Agreement that was executed on July 19, 2001,
as amended and supplemented to date or the security interest in the Collateral
created thereby.

                            [Signature page follows.]


                                      -6-
<PAGE>

        IN WITNESS WHEREOF, the Issuer, the Agent and the Initial Noteholder
have caused this Loan Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized and duly attested, to be hereunto
affixed, all as of the day and year first above written.

                                    CRONOS FINANCE (BERMUDA) LIMITED


                                    By: /s/ Peter J. Younger
                                       ---------------------------------------
                                    Name:  Peter J. Younger

                                    Title:    Director

                                    FORTIS BANK (NEDERLAND) N.V., as Agent and
                                    Initial Noteholder

                                    By: /s/ Merjin Zondag
                                       ---------------------------------------
                                    Name:  Merjin Zondag

                                    Title:    Director

<PAGE>

                              HOLDER'S CERTIFICATE

By its signature below, the undersigned hereby (i) certifies that it is the
Holder (as defined in the Loan Agreement) of one hundred percent (100%) of the
Notes (as defined in the Loan Agreement) and (ii) consents to the amendments set
forth in this Amendment Number 3 .

                                    FORTIS BANK (NEDERLAND) N.V., as Noteholder

                                    By: /s/ Merjin Zondag
                                       ---------------------------------------
                                    Name:  Merjin Zondag

                                    Title:    Director

<PAGE>
                                   SCHEDULE 2
                 SCHEDULED TARGETED PRINCIPAL BALANCE PERCENTAGE
<TABLE>
<CAPTION>
     -------------------------------------------
                          SCHEDULED TARGETED
                          PRINCIPAL BALANCE
          PERIOD             PERCENTAGE
     -------------------------------------------
<S>                        <C>
            0                 100.00%
     -------------------------------------------
            1                  98.33%
     -------------------------------------------
            2                  96.67%
     -------------------------------------------
            3                  95.00%
     -------------------------------------------
            4                  93.33%
     -------------------------------------------
            5                  91.67%
     -------------------------------------------
            6                  90.00%
     -------------------------------------------
            7                  88.33%
     -------------------------------------------
            8                  86.67%
     -------------------------------------------
            9                  85.00%
     -------------------------------------------
           10                  83.33%
     -------------------------------------------
           11                  81.67%
     -------------------------------------------
           12                  80.00%
     -------------------------------------------
           13                  78.33%
     -------------------------------------------
           14                  76.67%
     -------------------------------------------
           15                  75.00%
     -------------------------------------------
           16                  73.33%
     -------------------------------------------
           17                  71.67%
     -------------------------------------------
           18                  70.00%
     -------------------------------------------
           19                  68.33%
     -------------------------------------------
           20                  66.67%
     -------------------------------------------
           21                  65.00%
     -------------------------------------------
           22                  63.33%
     -------------------------------------------
           23                  61.67%
     -------------------------------------------
           24                  60.00%
    -------------------------------------------
           25                  58.33%
    -------------------------------------------
           26                  56.67%
    -------------------------------------------
           27                  55.00%
    -------------------------------------------
           28                  53.33%
    -------------------------------------------
           29                  51.67%
    -------------------------------------------
           30                  50.00%
    -------------------------------------------
           31                  48.33%
    -------------------------------------------
           32                  46.67%
    -------------------------------------------
           33                  45.00%
    -------------------------------------------
           34                  43.33%
    -------------------------------------------
           35                  41.67%
    -------------------------------------------
           36                  40.00%
    -------------------------------------------
           37                  38.33%
    -------------------------------------------
           38                  36.67%
    -------------------------------------------
           39                  35.00%
    -------------------------------------------
           40                  33.33%
    -------------------------------------------
           41                  31.67%
    -------------------------------------------
</TABLE>
                                   Sch. 2 - 1

<PAGE>

                                   SCHEDULE 2

                 SCHEDULED TARGETED PRINCIPAL BALANCE PERCENTAGE

<TABLE>
     -------------------------------------------
<S>                           <C>
           42                  30.00%
     -------------------------------------------
           43                  28.33%
     -------------------------------------------
           44                  26.67%
     -------------------------------------------
           45                  25.00%
     -------------------------------------------
           46                  23.33%
     -------------------------------------------
           47                  21.67%
     -------------------------------------------
           48                  20.00%
     -------------------------------------------
           49                  18.33%
     -------------------------------------------
           50                  16.67%
     -------------------------------------------
           51                  15.00%
     -------------------------------------------
           52                  13.33%
     -------------------------------------------
           53                  11.67%
     -------------------------------------------
           54                  10.00%
     -------------------------------------------
           55                   8.33%
     -------------------------------------------
           56                   6.67%
     -------------------------------------------
           57                   5.00%
     -------------------------------------------
           58                   3.33%
     -------------------------------------------
           59                   1.67%
     -------------------------------------------
           60                   0.00%
     -------------------------------------------
</TABLE>

                                   Sch. 2 - 2

</TEXT>
</DOCUMENT>
