SIXTH AMENDMENT TO THIRD AMENDED ANDRESTATED SENIOR LOAN AND SECURITY AGREEMENT

This
Sixth Amendment to Third Amended and Restated Senior Loan and Security Agreement
("Sixth Amendment") entered into as of March 31, 2003, by and among Interpool,
Inc. ("Interpool"), Interpool Limited ("Limited"), Interpool Finance Corp.
("Finance") and Trac Lease, Inc. ("TracLease"), each with an address at 211
College Road East, Princeton, New Jersey 08540 (each a "Borrower" and
collectively "Borrowers"), Wachovia Bank, National Association, successor to
CoreStates Bank, N.A., and f/k/a First Union National Bank, as agent ("Agent")
and as lender, PNC Bank, National Association, a national banking corporation,
in its capacity as syndication agent and as lender ("PNC" or "Syndication
Agent"), and Fleet National Bank (successor by merger to Bank Boston, N.A.), a
national banking corporation, in its capacity as documentation agent and as
lender ("Fleet" or "Documentation Agent"), along with each of the other lenders
listed on the signature pages hereof, in their capacity as lenders (singly,
each, including Wachovia, PNC and Fleet in their capacity as lenders, is a
"Lender" and collectively, they are referred to as "Lenders").

BACKGROUND

A.
On or about December 19, 1997, Borrowers, Agent, and PNC, certain Lenders and
certain other banking institutions entered into the Third Amended and Restated
Senior Loan and Security Agreement (as has been and may be further amended,
supplemented or replaced from time to time, the "Loan Agreement") pursuant to
which such banking institutions agreed to make certain advances to Borrowers
under amended and restated terms and conditions. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.

B.
On November 12, 1998, Lenders and Borrowers entered into the First Amendment to
Third Amended and Restated Senior Loan and Security Agreement whereby, inter
alia, certain banking institutions exited the Credit Facility, other banking
institutions became Lenders, the Maximum Credit Limit was increased to
$215,000,000 and the Current Term of the Credit Facility was extended to May 31,
2000.

C.
On May 26, 2000, the parties hereby entered into the Second Amendment to the
Third Amended and Restated Senior Loan and Security Agreement whereby the
Current Term of the Credit Facility was further extended from May 31, 2000 to
July 31, 2000 and certain other performance pricing changes were
made.

D.
On July 20, 2000, the parties hereby entered into the Third Amendment to the
Third Amended and Restated Senior Loan and Security Agreement whereby the
Current Term of the Credit Facility was further extended to July 31, 2005, PNC
was made the Syndication Agent, Fleet was made the Documentation Agent and
certain other amendments to the Loan Agreement were made.

E.
On October 6, 2000, the parties entered into the Fourth Amendment to the Third
Amended and Restated Senior Loan and Security Agreement whereby the parties
entered into certain Interest Hedging Instruments and made certain other
amendments to the Loan Agreement.

F.
On or about August 23, 2002, the parties entered into the Fifth Amendment to the
Third Amended and Restated Senior Loan and Security Agreement whereby the
Lenders made a one time amendment to address the Borrowers' delayed filing with
the Securities and Exchange Commission due to the consolidation of Container
Applications International, Inc. with Interpool's financial
statements.

G.
Borrowers have informed Lenders that Interpool will be restating its 2001 and
2000 financial statements and its first three quarters of 2002 in its annual
report on Form 10-K for the year ended December 31, 2002 (the "Restatement").
Due to the Restatement, Interpool will fail to timely file its 10-K for the
period ending December 31, 2002 (the "Delayed Filing") with the Securities and
Exchange Commission as required bylaw. This Delayed Filing may constitute a
violation of Section 6.2 (f) of the Loan Agreement. Borrowers have requested
that Lenders make a one time amendment to address the Restatement and the
Delayed Filing.

NOW,
THEREFORE, with the foregoing background incorporated by reference, the parties
hereto, intending to be legally bound hereby, agree as follows:

1.
Amendments to Loan Agreement.

a. Section 6.2(f) of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:

| | (f)
Compliance with Laws - Each Borrower shall be in compliance with any and all
laws, ordinances, governmental rules and regulations, and court or
administrative orders or decrees to which it is subject, whether federal, state
or local, (including without limitations environmental or environmental-related
laws, statutes, ordinances, rules, regulations and notices) which violation may
materially adversely affect the business; provided, however, that
notwithstanding the foregoing, Interpool shall be permitted to file its 10-Q for
the period ending June 30, 2002 with the Securities and Exchange Commission on
or before September 30, 2002 without being deemed to have violated this
covenant, provided further, however, Interpool shall be permitted to file its
10-K for the period ending December 31, 2002 with the Securities and Exchange
Commission on or before July 31, 2003 without being deemed to have violated this
covenant. Each Borrower shall also obtain and maintain any and all licenses,
permits, franchises or other governmental authorizations necessary to the
ownership of its Property or to the conduct of its business, which failure to
obtain may materially adversely affect the business, Property, financial
conditions or prospects of such Borrower.
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b. Section
6.11(a)(i) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

| | (i) within one hundred (100) days after the end of each fiscal
year of Interpool and its Consolidated Subsidiaries, deliver to Agent and each
Lender, Financial Statements for such year including the balance sheet as at the
end of such fiscal year and a statement of cash flows and income statement for
such fiscal year, audited and unqualifiedly certified by an independent public
accounting firm of recognized standing, selected by Borrowers (and reasonably
acceptable to Agent) to have been prepared in accordance with GAAP, and such
independent public accountants shall also provide an unqualified opinion that
the Financial Statements present fairly the Borrowers financial condition. Such
independent accountants shall also provide a statement certifying that nothing
has come to their attention to cause them to believe that calculations contained
in the Officers Certificates referenced in Section 6.12 below are inaccurate.
Notwithstanding anything to the contrary contained herein, Interpool and its
Consolidated Subsidiaries, shall deliver to Agent and each Lender, the Financial
Statements contained in Interpool's Form 10-K for the year ended December 31,
2002 on or before July 31, 2003;
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2.
Restatement not deemed an Event of Default. The prior delivery to Agent and
Lenders of financial statements affected by the Restatement shall not be deemed
to constitute an Event of Default or Unmatured Event of Default
under § § 8.1(c) or 8.1(f), provided that the Borrowers deliver to Agent and
Lenders all of the Financial Statements included in Interpool's Form 10-K for
the year ended December 31, 2002, on or before July 31, 2003, and provided,
further, that Agent and Lenders reserve the right to determine whether an Event
of Default or Unmatured Event of Default has occurred or is occurring pursuant
to § § 8.1 (c) or 8.1 (f) or any other provision of the Loan Agreement based
upon review of the substance of the Financial Statements contained in
Interpool's Form 10-K for the year ended December 31, 2002, or pursuant to 8.1
(g) or 8.1(h).

3.
Representations and Warranties. Borrowers represents and warrants to
Lenders:

a. By execution of
this Sixth Amendment, Borrowers reconfirm all warranties and representations
made to Lenders under the Loan Agreement and Loan Documents and restates such
warranties and representations as of the date hereof all of which shall be
deemed continuing until all of the Obligations from Lenders are paid and
satisfied in full.

b. The execution and
delivery by Borrowers of this Sixth Amendment and the performance by it of the
transactions herein contemplated (i) are and will be within its powers, (ii)
have been authorized by all necessary corporate action, and (iii) except for the
Restatement and the Delayed Filing, are not and will not be in contravention of
any order of court or other agency of government, of law or of any indenture,
agreement or undertaking to which such Borrower is a party or by which the
property of such Borrower is bound, or be in conflict with, result in a breach
of or constitute (with due notice and/or lapse of time) a default under any such
indenture, agreement or undertaking, or result in the imposition of any lien,
charge or encumbrance of any nature on any of the properties of such
Borrower.

c. This Sixth
Amendment and any assignment or other instrument, document or agreement executed
and delivered in connection herewith, will be valid, binding and enforceable in
accordance with their respective terms.

d. After giving
effect to this Sixth Amendment and the execution of similar waivers and
amendments by the Borrowers' other lenders or debt-holders, no Default or Event
of Default is outstanding.

4.
No Waiver. Except as otherwise provided herein, this Sixth Amendment does not
and shall not be deemed to constitute a waiver by Agent or Lenders of any Event
of Default under the Loan Documents, including without limitation, the Notes, or
the Loan Agreement, of any event which with the passage of time or the giving of
notice or both would constitute an Event of Default, nor does it obligate Agent
or Lenders to agree to any further modifications of the terms of any of the Loan
Documents or constitute a waiver of any other rights or remedies of Agent or
Lenders.

5.
Collateral. Borrowers covenant, confirm and agree that as security for the
repayment of the Obligations, and any extensions, renewals, replacements,
restructurings, or modifications thereof, Lenders have, and shall continue to
have, a continuing first perfected lien on and security interest in all of the
Collateral. Borrowers acknowledge and agree that nothing herein contained in any
way impairs Lenders' rights or priority in such security.

6.
Effectiveness Conditions. This Sixth Amendment shall be effective upon
completion of the following conditions precedent (all documents to be in form
and substance satisfactory to Lenders, Agent and Agent's counsel):

a. Execution and
delivery by Borrowers to Lenders of this Sixth Amendment; and

b. Payment by
Borrowers of all fees, costs and expenses incurred by Lenders in connection with
this Sixth Amendment.

7.
Ratification of Loan Documents. Except as expressly set forth herein, all of the
terms and conditions of the Loan Documents are hereby ratified and confirmed and
continue unchanged and in full force and effect.

8.
Governing Law. This Sixth Amendment shall be governed by, construed and
enforced in accordance with the laws of the Commonwealth of
Pennsylvania.

9.
Integration. Except as expressly provided herein, all terms and conditions of
the Loan Documents remain in full force and effect, unless such terms or
conditions are no longer applicable by their terms. To the extent the provisions
of this Sixth Amendment are expressly inconsistent with the provisions of the
Loan Documents, the provisions of this Sixth Amendment shall control.

10.
Counterparts and Facsimile. This Sixth Amendment maybe executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts together shall constitute one and the same respective
agreement. Signatures by facsimile shall bind the parties hereto.

IN
WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be
executed and delivered as of the day and year first above written.

| | BORROWERS:
INTERPOOL, INC.
By: /s/ William A. Geoghan
       William A. Geoghan
       Senior Vice President
INTERPOOL LIMITED
By: /s/ William A. Geoghan
       William A. Geoghan
       Senior Vice President
TRAC LEASE, INC.
By: /s/ William A. Geoghan
       William A. Geoghan
       Senior Vice President
INTERPOOL FINANCE CORP.
By: /s/ William A. Geoghan
       William A. Geoghan
       Senior Vice President
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| | LENDERS:
WACHOVIA BANK, National Association, as Agent
and Lender
By: 
PNC BANK, NATIONAL ASSOCIATION, as
Syndication Agent and Lender
By: 
FLEET NATIONAL BANK, as Documentation Agent
and Lender
By: 
THE CHASE MANHATTAN BANK, as Lender
By: 
CREDIT LYONNAIS AMERICAS, as Lender
By: 
UNION BANK OF CALIFORNIA, N.A., as Lender
By: 
LASALLE BANK NATIONAL ASSOCIATION, as Lender
By: 
NATIONAL CITY BANK, as Lender
By:
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