Exhibit 10.41

FIFTH AMENDMENT TO THIRD AMENDED ANDRESTATED SENIOR LOAN AND SECURITY AGREEMENT

This Fifth Amendment to Third Amended and Restated Senior Loan and Security
Agreement ("Fifth Amendment") entered into as of August 23, 2002, 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, N.A., 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
First Union, 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. Borrowers have informed Lenders that Interpool is consolidating its financial
statements (the "Consolidation") to include Container Applications
International, Inc. ("CAI"), a fifty percent owned subsidiary of Interpool in
which Interpool has a majority position of the CAI Board of Directors. Due to
the Consolidation, Interpool has failed to timely file its 10-Q for the period
ending June 30, 2002 (the "Delayed Filing") with the Securities and Exchange
Commission as required by law. 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 Delayed Filing.

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

1. Amendment to Section 6.2(f).

a. Section 6.2(f) 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 by a
date on or before September 30, 2002 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. | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

2. CAI is not a Borrower. Borrowers represent, warrant and covenant that
CAI is not, and shall in no event be deemed to be, a Borrower under the Loan
Agreement and CAI shall not be entitled to utilize the proceeds of any Loan,
whether pursuant to Section 2.8 of the Loan Agreement or otherwise.

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

a. By execution of this Fifth 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 Fifth 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 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 Fifth 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 Fifth Amendment, no Default or Event of Default
is outstanding.

4. No Waiver. Except as otherwise provided herein, this Fifth 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 Fifth 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 Fifth Amendment; and

b. Payment by Borrowers of all fees, costs and expenses incurred by Lenders in
connection with this Fifth 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 Fifth 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 Fifth Amendment are expressly inconsistent with the
provisions of the Loan Documents, the provisions of this Fifth Amendment shall
control.

10. Counterparts and Facsimile. This Fifth Amendment may be 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 Fifth Amendment to be
executed and delivered as of the day and year first above written.

| | BORROWERS:
INTERPOOL, INC.
By:
INTERPOOL, LIMITED
By:
TRAC LEASE, INC.
By:
INTERPOOL FINANCE CORP.
By:
| | ------------------------------------------------------------------------------------------------------

| | LENDERS:
WACHOVIA BANK, N.A., 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:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------