AMENDMENT NUMBER 4 TO MEMBERS AGREEMENT

Exhibit 10.56

AMENDMENT NUMBER 4 TO MEMBERS AGREEMENT

     THIS AMENDMENT NUMBER 4, dated as of August 1, 2005 (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, and Amendment Number 3 thereto as of June 15, 2005 (as amended or supplemented from time to time as permitted thereby, the “Members Agreement”), among CF LEASING LTD., a company organized and existing under the laws of Bermuda (together with its successors and permitted assigns, the “Borrower”), FB AVIATION & INTERMODAL FINANCE HOLDING B.V. (f/k/a MeesPierson Transport & Logistics Holding B.V.), a Besloten Vennootschap organized and existing under the laws of The Netherlands (“FBH”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a company organized and existing under the laws of Bermuda (“Cronos”), and joined by THE CRONOS GROUP, a societe anonyme holding organized and existing under the laws of Grand Duchy of Luxembourg.

WITNESSETH:

     WHEREAS, the parties previously entered into the Members Agreement; and

     WHEREAS, the parties desire to amend the Members Agreement in order to modify certain provisions of the Members 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 Members Agreement.

     SECTION 2. Amendment to the Members Agreement. Effective upon the date hereof, following the execution and delivery hereof,

     (a) Section 1.1 shall be amended by deleting the term “Commitment Expiration Date” in its entirety and replacing it with the following:

“Commitment Expiration Date. The earlier to occur of (x) the date on which an Early Amortization Event occurs and (y) June 14, 2006 (or, in the case of clause (y), such later date as may be agreed to by all of the Members).”; and

     (b) The Commitment of each Member shall be increased from Twenty Million Dollars ($20,000,000) to Thirty Million Dollars ($30,000,000). 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.

     SECTION 3. Effectiveness of Amendment; Terms of this Amendment.

     (a) This Amendment shall become effective as of August 1, 2005.

     (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 Amendment shall be a part of the Members 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 the Members Agreement shall mean and be a reference to the Members Agreement as amended or modified hereby.

     (d) Except as expressly amended or modified hereby, the Members Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties 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

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.]

          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

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