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Exhibit 10(b)
ASSIGNMENT OF
LEASING AGENT AGREEMENT
This Assignment Agreement (the "Agreement") is entered into as of the 1st day of
January 1992, by and among the IEA Income Fund XI, L.P., a California limited
partnership (hereinafter the "Partnership"), Intermodal Equipment Associates, a
California corporation and the general partner of the Partnership (hereinafter
"IEA"), Cronos Containers N.V., a Netherlands Antilles corporation (hereinafter
"Cronos N.V."), and Cronos Containers Limited, an English corporation
(hereinafter "Cronos U.K.").
RECITALS
A. IEA is the sole or managing general partner of the Partnership, as well as
of 11 previously organized California limited partnerships, and the manager
of two private management programs (collectively the "Other Programs").
B. Cronos N.V., pursuant to that certain Leasing Agent Agreement dated as of
the 1st January 1991 entered by and between the Partnership, IEA and Cronos
N.V. as Leasing Agent (the "Leasing Agent Agreement"), contracted with IEA
and the Partnership to provide leasing and management services for all of
the containers owned by the Partnership.
C. IEA, Cronos N.V., and Cronos U.K. are all subsidiaries of C G Holding S.A.,
a Luxembourg corporation.
D. Due to the shift of management personnel to Cronos U.K., Cronos U.K. has
taken over all responsibility for container management and leasing for the
Cronos group, and Cronos N.V. has assigned and transferred to Cronos U.K.
all of its rights, responsibilities and duties concerning the leasing and
management of containers.
E. As a result of the assignment of rights, responsibilities and duties by
Cronos N.V. to Cronos U.K., the parties desire to enter into this
Agreement, whereby Cronos U.K. will take over from Cronos N.V. all of the
rights, obligations, duties and responsibilities of Leasing Agent under the
Leasing Agent Agreement, as if Cronos U.K. had executed the Leasing Agent
Agreement in place of Cronos N.V.
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AGREEMENT
NOW, THEREFORE, in consideration of the mutual provisions contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Assignment of Leasing Agent Duties
Cronos N.V. hereby assigns and transfers to Cronos U.K. all of its rights,
responsibilities, duties and obligations as Leasing Agent under the Leasing
Agent Agreement. The Partnership hereby retains Cronos U.K. as Leasing
Agent under the Leasing Agent Agreement to assist the Partnership in the
leasing and management of the Containers acquired by the Partnership,
pursuant to the terms and conditions of the Leasing Agent Agreement, and
Cronos U.K. hereby agrees to provide such leasing and management services
and hereby accepts the terms, conditions, covenants and agreements
contained in the Leasing Agent Agreement and agrees to be bound by them.
2. Leasing Agent Duties
Subject to the direction and supervision of IEA, Cronos U.K. agrees to act
as Leasing Agent and to provide all of the services to the Partnership,
including the taking of all actions and the hiring of all personnel
necessary or appropriate to perform such services, that the Leasing Agent
agreed to perform or provide in the Leasing Agent Agreement, and to be
subject to all of the duties and obligations of the Leasing Agent under the
Leasing Agent Agreement. Such services include, but are not limited to,
lease initiation, lease management, purchase of containers, and equipment
sales and remarketing.
3. Personnel
Cronos U.K. shall be responsible for employing all personnel necessary for
it to render and fulfill the services and carry out the duties required of
it pursuant to the Leasing Agent Agreement, including all required
commercial, administrative, technical, legal or accounting personnel;
provided, however, that nothing shall prohibit IEA from hiring its own
personnel, or from contracting with other third parties, for the provision
of any or all of such services.
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4. Utilization
Cronos U.K. agrees to use the Containers in accordance with the standards
accepted in the marine container leasing industry and the Partnership
Agreement and the Leasing Agent Agreement. Cronos U.K. hereby confirms that
IEA has retained the right, on behalf of itself and the Partnership, to
have the Containers inspected at any time, so long as such inspection does
not interfere with normal utilization of the Containers. Cronos U.K., as
Leasing Agent, agrees not to grant a lien, security interest, pledge or
hypothecation of any kind on or concerning the Containers to any Person.
5. Authority of Cronos U.K.
IEA and the Partnership acknowledge that Cronos U.K. will act in the
capacity as Leasing Agent similar to that under the Leasing Agent Agreement
for the Other Programs. IEA and the Partnership recognize that Cronos
U.K.'s services for, and its obligations and rights with respect to the
Other Programs and other owners of containers are several, not joint.
Cronos U.K.'s activities taken on behalf of the several owners of the
containers will be taken as agent for such owners, severally and
individually. The parties hereto expressly recognize and acknowledge that
neither this Agreement nor the Leasing Agent Agreement is intended to
create a partnership, join venture, or other entity among IEA, the
Partnership, Cronos U.K. or the other owners of containers managed by
Cronos U.K.
6. Term and Expiration Date
This Agreement shall have the same original term as the Leasing Agent
Agreement, and shall expire on the expiration date set forth in the Leasing
Agent Agreement.
7. Compensation to Cronos U.K.
The Partnership hereby agrees to pay all compensation and fees to Cronos
U.K. that it agreed to pay to the Leasing Agent under the Leasing Agent
Agreement. As and from the 1st day of January 1992, the Partnership shall
owe no further compensation to Cronos N.V., and shall pay all compensation
owing under said Agreement to Cronos U.K. from and after such date.
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8. Miscellaneous
A. Notices. All notices, demands or requests given pursuant to the
Leasing Agent Agreement to the Leasing Agent shall be sent in writing,
first class mail, postage prepaid, or by courier, telecopy or fax, to
the following address:
CRONOS CONTAINERS LIMITED
Winkfield Lane
Winkfield, Windsor
Berkshire SL4 4RU
England
Notice shall be deemed effective upon personal delivery, upon
confirmation of receipt of the applicable telecopy followed by
confirmation by telephone call, or seven (7) business days after the
date on which the same is deposited in the mail.
B. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of California.
C. Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the successors and
assigns of the parties hereto; provided, however, that assignment by
Cronos U.K. of its obligations under the Leasing Agent Agreement is
restricted by the provisions of paragraph 14 of the Leasing Agent
Agreement.
D. Severability. If any term or provision of this Agreement or the
performance thereof shall to any extent be invalid or unenforceable,
such invalidity or unenforceability shall not affect or render invalid
or unenforceable any other provision of this Agreement, and this
Agreement shall be valid and enforced to the fullest extent permitted
by law.
E. Entire Agreement; Modification. This Agreement represents the entire
agreement between the parties concerning the assignment of the Leasing
Agent Agreement, and may not be amended, modified, or revised except
upon a written document signed by each of the parties hereto.
F. Capitalized Terms. Capitalized terms used herein and not otherwise
defined, shall have the meanings ascribed to such terms in the Leasing
Agent Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly authorized and executed by the
undersigned effective as of the 1st day of January 1992.
IEA INCOME FUND XI, L.P.,
a California limited partnership
By: INTERMODAL EQUIPMENT ASSOCIATES,
as General Partner
By: /s/ Paul E. Jeremiassen
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Paul E. Jeremiassen, President
INTERMODAL EQUIPMENT ASSOCIATES,
a California corporation
By: /s/ Paul E. Jeremiassen
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Paul E. Jeremiassen, President
CRONOS CONTAINERS N.V.,
a Netherlands Antilles corporation
By: /s/ Larry P. Sargent
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Larry P. Sargent, Director
CRONOS CONTAINERS LIMITED,
an English corporation
By: /s/ Nigel J. Stribley
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Nigel J. Stribley, Director
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