Exhibit 10.44

EIGHTH AMENDMENT TO THIRD AMENDED ANDRESTATED SENIOR LOAN AND SECURITY AGREEMENT

This Eighth Amendment to Third Amended and Restated Senior Loan and Security
Agreement ("Eighth Amendment") entered into as of __ July, 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"), PNC Bank, National Association, a national
banking corporation, in its capacity as agent, syndication agent and as lender
("PNC", "Agent" 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" of "Documentation Agent"), along with
each of the other lenders listed on the signature pages hereof, in their
capacity as lenders (each individually, including 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,
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 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.     On March 31, 2003, the parties entered into the
Sixth 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 of its annual report on Form 10-K for the year ended
December 31, 2002 with the Securities and Exchange Commission due to its
restatement of certain Financial Statements (the "Restatement") and made certain
other amendments to the Loan Agreement.

H.     On May 30, 2003, the parties entered into the
Seventh Amendment to the Third Amendment and Restated a Senior Loan and Security
Agreement whereby Lenders made a one time amendment to extend the period of time
for delivery of certain quarterly Financial Statements and certain reports to
Agent and Lenders until July 31, 2003 and made certain other amendments to the
Loan Agreement.

I.     Borrowers have informed Agent and Lenders that
Borrowers will not deliver their Financial Statements and certain reports by
July 31, 2003. Borrowers have requested an extension of time to comply with
filing and/ or delivering certain reports and Financial Statements for the
fiscal year ended December 31, 2002, and the fiscal quarters ended March 31,
2003 and June 30, 2003, and Agent and Lenders desire to make certain other
amendments to the Loan Agreement.

J.     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.     The definition of
"Borrowing Base" in Section 1.1 of the Loan Agreement is hereby amended and
restated in its entirety as follows:

| | Borrowing Base-As it pertains to each Borrower severally, on any date of determination, an
amount equal to (i) 85% of the Net Book Value of Eligible Leased Property of
such Borrower plus (ii) the Unamortized Portion of the Direct Finance Leases of
such Borrower.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

b.     Section 6.2(f) of
the Loan Agreement is hereby amended and restated in its entirety as
follows:

| | (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 form 10-K for the period ended December
31, 2002 and its form 10-Q for the periods ended March 31, 2003 and June 30,
2003 with the Securities and Exchange Commission no later than October 31, 2003.
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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

c.     Section 6.11(a)(i)
of the Loan Agreement is hereby amended and restated in its entirety as
follows:

| | (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 of 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 be permitted to deliver to Agent and each
Lender, the Financial Statements contained in Interpool's Form 10-K for the
fiscal year ended December 31, 2002 no later than October 31, 2003.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

d.     Section
6.11(a)(ii) of the Loan Agreement is hereby amended and restated in its entirety
as follows:

| | (ii)     within sixty (60) days of the end of each
fiscal quarter, deliver to Agent, for Interpool and its Consolidated
Subsidiaries accounts receivable aging report, fleet utilization report and
Lessee concentration report, certified by an Authorized Officer of Interpool as
true and correct, all in form and substance reasonably satisfactory to Agent.
Notwithstanding anything to the contrary contained herein, Interpool and
Consolidated Subsidiaries shall be permitted to deliver their accounts
receivable aging reports for the fiscal quarters ended December 31, 2002, March
31, 2003 and June 31, 2003 no later than October 31, 2003.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

e.     Section
6.11(a)(iii) of the Loan Agreement is hereby amended and restated in its
entirety as follows:

(iii)     within sixty
(60) days after the end of each of the first three fiscal quarters, deliver to
Agent and each Lender, Interpool and its Consolidated Subsidiaries' internally
prepared quarterly Financial Statements, including internally prepared balance
sheet, income statement and statement of cash flows. Notwithstanding anything to
the contrary contained herein, Interpool and the Consolidated Subsidiaries shall
be permitted to deliver to the Agent and each Lender the unaudited quarterly
Financial Statements to be included in Interpool's Form 10-Q for the fiscal
quarters ended March 31, 2003 and June 30, 2003 no later than October 31,
2003.

2.     Delivery of Financial Statements and Certain
Reports Not Deemed an Event of Default. The delivery by Interpool and
Consolidated Subsidiaries' to Agent and Lenders of (i) the audited Financial
Statements and form 10-K for the fiscal year ended December 31, 2002 and the
unaudited Financial Statements and form 10-Q for the fiscal quarters ended March
31, 2003 and June 30, 2003 no later than October 31, 2003 (collectively, the
"Delayed Financial Statements"), (ii) each Borrower's Borrowing Base
Certificates for the fiscal quarters ended December 31, 2002, March 31, 2003 and
June 30, 2003 and (iii) Interpool and its Consolidated Subsidiaries' accounts
receivable reports for the fiscal quarters ended December 31, 2002, March 31,
2003 and June 30, 2003, after the originally scheduled due dates, but no later
than October 31, 2003, shall not be deemed to constitute an Event of Default or
Unmatured Event of Default, unless:

a.     after delivery of
the Delayed Financial Statements, Interpool fails to certify, or inaccurately
certifies, that, without qualification, there is no material adverse change in
the Delayed Financial Statements from any draft of Interpool's unaudited
quarterly Financial Statements previously delivered to Agent and Lenders, other
than as a direct result of the Restatement; or

b.     after review of
Interpool's Delayed Financial Statements and such reports (as described above),
Agent and Lenders determine that an Event of Default or Unmatured Event of
Default has occurred and, is continuing pursuant to § § 8.1(c) or
8.1(f) or any other provision of the Loan Agreement.

3.     Performance Pricing. Notwithstanding
anything to the contrary contained herein or in the Loan Agreement, the Funded
Debt to Tangible Net Worth Ratio shall be deemed to be greater than 3:50:1 for
the purpose of determining the pricing for the LIBOR Base Rate Option, the Base
Rate Option and the Commitment Fee until such time as Borrowers have complied
with all of the reporting requirements and covenants described herein and in the
Loan Agreement (including delivery of the Delayed Financial Statements), and so
long as no Event of Default or Unmatured Event of Default has occurred and is
continuing under the Loan Documents.

4.     Amendment Fees. In consideration for the
accommodations and amendments made herein, Borrowers shall pay to each Lender
approving this Eighth Amendment on or before July 31, 2003 an "Amendment Fee"
equal to five basis points of such approving Lender's Pro Rata Share under the
Credit Facility.

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

a.     By execution of
this Eighth 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 Eighth 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.     Each document and
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 Eighth 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.

6.     No Waiver. Except as otherwise provided
herein, this Eighth Amendment and any assignment or other instrument 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.

7.     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.

8.     Effectiveness Conditions. This Eighth
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) (the "Effective Date"):

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

b.     Delivery of a
current Borrowing Base Certificate after giving effect to the reduced Advanced
Rates contemplated herein;

c.     Evidence of
waivers of any defaults or unmatured event of defaults under any other credit
facility or financing arrangement between Borrowers and any their creditors
and/or lenders; and

d.     Payment by
Borrowers of all fees, costs and expenses incurred by Lenders, including, but
not limited to an Amendment Fee in connection with this Eighth
Amendment.

9.     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.

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

11.     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 Eighth Amendment are expressly
inconsistent with the provisions of the Loan Documents, the provisions of this
Eighth Amendment shall control.

12.     Counterparts and
Facsimile. This Eighth 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 Eighth 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: | PNC BANK, NATIONAL ASSOCIATION, as Agent, Syndication
Agent and Lender
By:_____________________________________________
FLEET NATIONAL BANK, as Documentation Agent and Lender
By:_____________________________________________
WACHOVIA BANK, National Association, as Lender
By:_____________________________________________
JPMORGAN CHASE 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:_____________________________________________
HSH NORDBANK AG, NEW YORK BRANCH, as Lender
By:_____________________________________________
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------