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                                                             Exhibit 10.27


                                 INTERPOOL, INC.

                                    INDENTURE

                          DATED AS OF JANUARY 27, 1997



                        IBJ SCHRODER BANK & TRUST COMPANY


                                   AS TRUSTEE


                       JUNIOR SUBORDINATED DEBT SECURITIES
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                                    INDENTURE


         THIS INDENTURE, dated as of January 27, 1997, between INTERPOOL, INC.,
a Delaware corporation (hereinafter sometimes called the "Company"), and IBJ
SCHRODER BANK & TRUST COMPANY, a New York banking corporation, as trustee
(hereinafter sometimes called the "Trustee"),

                              W I T N E S S E T H :

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue from time to time of its unsecured junior subordinated
debentures to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized by the
Company and, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

         WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

         NOW, THEREFORE, in consideration of the premises, and the purchase of
the Securities by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Securities or of a series thereof, as follows:


                                   ARTICLE ONE
                                   DEFINITIONS

         SECTION 1.01.  Definitions.

                  The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "Securities Act"), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.
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                  "Affiliate" shall mean, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or holding with power
to vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified Person,
(c) any Person directly or indirectly controlling, controlled by, or under
common control with the specified Person, (d) a partnership in which the
specified Person is a general partner, (e) any officer or director of the
specified Person, and (f) if the specified Person is an individual, any entity
of which the specified Person is an officer, director or general partner.

                  "Authenticating Agent" shall mean any agent or agents of the
Trustee which at the time shall be appointed and acting pursuant to Section
6.14.

                  "Bankruptcy Law" shall mean Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors.

                  "Board of Directors" shall mean the Board of Directors or the
Executive Committee of the Company or any duly authorized Committee of the Board
of Directors of the Company.

                  "Board Resolution" shall mean a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

                  "Business Day" shall mean, with respect to any series of
Securities, any day other than a day on which federal or state banking
institutions in New York, New York, or Wilmington, Delaware are authorized or
obligated by law, executive order or regulation to close.

                  "Capital Securities" shall mean undivided beneficial interests
in the assets of any Interpool Capital Trust which rank pari passu with Common
Securities issued by such Interpool Capital Trust; provided, however, that upon
the occurrence of an Event of Default, the rights of holders of Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of Capital
Securities.

                  "Capital Securities Guarantee" shall mean any guarantee that
the Company may enter into with a/any Person or Persons that operates directly
or indirectly for the benefit of holders of Capital Securities of an Interpool
Capital Trust.

                  "Commission" shall mean the Securities and Exchange
Commission.
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                  "Common Securities" shall mean undivided beneficial interests
in the assets of any Interpool Capital Trust which rank pari passu with Capital
Securities issued by such Interpool Capital Trust; provided, however, that upon
the occurrence of an Event of Default, the rights of holders of Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of Capital
Securities.

                  "Common Securities Guarantee" shall mean any guarantee that
the Company may enter into with any Person or Persons that operates directly or
indirectly for the benefit of holders of Common Securities of an Interpool
Capital Trust.

                  "Common Stock" shall mean the Common Stock par value $.001 per
share, of the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

                  "Company" shall mean Interpool, Inc., a Delaware corporation,
and, subject to the provisions of Article Ten, shall include its successors and
assigns.

                  "Custodian" shall mean any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

                  "Declaration" with respect to an Interpool Capital Trust,
shall mean the Amended and Restated Declaration of Trust of such Interpool
Capital Trust.

                  "Default" shall mean any event, act or condition that with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulted Interest" shall have the meaning assigned to such
term in Section 2.05.

                  "Defeasance Agent" shall have the meaning assigned to such
term in Section 11.05 hereof.

                  "Depositary" shall mean, with respect to Securities of any
series, for which the Company shall determine that such Securities will be
issued as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency
pursuant to Section 17A of the Exchange Act, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.04 or 2.11.

                  "Discharged" shall have the meaning assigned to such term in
Section 11.05 hereof.
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                  "Dissolution Event" with respect to any series of Securities,
shall have the meaning specified in the supplemental indenture or Officers'
Certificate providing for the issuance of such series of Securities.

                  "Event of Default" shall mean any event specified in Section
5.01, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Exchange Offer" with respect to any series of Securities, has
the meaning specified in the supplemental indenture or Officers' Certificate
providing for the issuance of such series of Securities.

                  "Extended Interest Payment Period" with respect to any series
of Securities, shall have the meaning assigned to such term in any supplemental
indenture or Officers' Certificate providing for the issuance of such series of
Securities.

                  "Global Security" shall mean, with respect to any series of
Securities, a Security of such series executed by the Company and delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction, all
in accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.

                  "Indenture" shall mean this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or
supplemented, or both, and shall include the form and terms of particular series
of Securities established as contemplated hereunder.

                  "Interest" shall mean, when used with respect to non-interest
bearing Securities, interest payable after maturity.

                  "Interest Payment Date", when used with respect to any
installment of interest on a Security of a particular series, shall mean the
date specified in such Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and
payable.

                  "Interpool Capital Trust" shall mean Interpool Capital Trust,
a Delaware business trust or any other similar trust created for the purpose of
issuing Capital Securities in connection with the issuance of Securities under
this Indenture.

                  "Maturity Date" shall mean the date on which any Securities
mature and on which the principal shall be due and payable together with all
accrued and unpaid interest thereon.
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                  "Mortgage" shall mean and include any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other
similar encumbrance.

                  "Officers' Certificate" shall mean a certificate signed by any
two of the following: the Chief Executive Officer, the President, the Chief
Financial Officer, any Vice President, the Treasurer, an Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee. Each such certificate shall include
the statements provided for in Section 13.06 if and to the extent provided by
the provisions of such Section.

                  "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or counsel to the Company, or may be
other counsel satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 13.06 if and to the extent required by the
provisions of such Section.

                  "Original Issue Date" of any Security (or any portion thereof)
shall mean the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

                  "Original Issue Discount Security" shall mean any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the maturity thereof pursuant
to Section 5.01.

                  "Other Guarantees" with respect to any series of Securities,
means all guarantees (other than the Capital Securities Guarantee relating to
such series of Securities) issued by the Company with respect to capital
securities (if any) and issued to any Interpool Capital Trust (if any).

                  "Other Securities" with respect to any series of Securities,
shall mean all other junior subordinated debentures that may be issued by the
Company, which will be issued and sold (if at all) to an Interpool Capital Trust
(if any), and which rank subordinate and junior in right of payment to all
Senior Indebtedness to the extent and in the manner set forth herein.

                  The term "outstanding" (except as otherwise provided in
Section 6.08), when used with reference to Securities, shall, subject to the
provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee or the Authenticating Agent under
this Indenture, except

                  (a)      Securities theretofore canceled by the Trustee or the
                           Authenticating Agent or delivered to the Trustee for
                           cancellation;
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                  (b)      Securities, or portions thereof, for the payment or
                           redemption of which moneys in the necessary amount
                           shall have been deposited in trust with the Trustee
                           or with any paying agent (other than the Company) or
                           shall have been set aside and segregated in trust by
                           the Company (if the Company shall act as its own
                           paying agent); provided that, if such Securities, or
                           portions thereof, are to be redeemed prior to
                           maturity thereof, notice of such redemption shall
                           have been given as provided in Article Fourteen or
                           provision satisfactory to the Trustee shall have been
                           made for giving such notice; and

                  (c)      Securities paid pursuant to Section 2.08 or in lieu
                           of or in substitution for which other Securities
                           shall have been authenticated and delivered pursuant
                           to the terms of Section 2.08 unless proof
                           satisfactory to the Company and the Trustee is
                           presented that any such Securities are held by bona
                           fide holders in due course.

                  In determining whether the holders of the requisite principal
amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 5.01

                  "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

                  "Predecessor Security" of any particular Security shall mean
every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 2.08 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

                  "Principal Office of the Trustee", or other similar term,
shall mean the principal office of the Trustee, at which at any particular time
its corporate trust business shall be administered.

                  "Property Trustee" shall have the meaning set forth in the
Declaration.
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                  "Registration Rights Agreement" with respect to any series of
Securities, shall have the meaning specified in the supplemental indenture or
the Officers' Certificate providing for the issuance of such series of
Securities.

                  "Responsible Officer", when used with respect to the Trustee,
shall mean within the corporate trust office of the Trustee any senior trust
officer, any trust officer or any other officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

                  "Security" or "Securities" shall have the meaning stated in
the first recital of this Indenture and more particularly means any security or
securities, as the case may be, authenticated and delivered under this
Indenture.

                  "Securityholder", "holder" or other similar terms, shall mean
any person in whose name at the time a particular Security is registered on the
register kept by the Company or the Trustee for that purpose in accordance with
the terms hereof.

                  "Senior Indebtedness" shall mean (i) the principal, premium,
if any, and interest in respect of (A) indebtedness of the Company for money
borrowed, whether outstanding on the date of this Indenture or thereafter
created, and (B) indebtedness evidenced by securities, debentures, bonds or
other similar instruments issued by the Company, (ii) all capital lease
obligations of the Company, (iii) all obligations of the Company issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of the Company and all obligations of the Company under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business), (iv) all obligations of the Company for the
reimbursement on any letter of credit, banker's acceptance, security purchase
facility or similar credit transactions, (v) all obligations of the Company
arising from off-balance sheet guarantees by the Company and direct credit
substitutes and obligations of the Company associated with derivative products
such as interest and foreign exchange rate contracts, commodity contracts, swap
agreements (including interest rate and foreign exchange swap agreements), cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange rate agreements, options, commodity futures contracts and
commodity option contracts; (vi) all obligations of the types referred to in
clauses (i) through (v) above of other Persons for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise and (vii)
all obligations of the types referred to in clauses (i) through (vi) above of
other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company), except for (1) any
such indebtedness that is by its terms subordinated to or ranks pari passu with
the Securities and (2) any indebtedness between or among the Company or its
affiliates, including all other debt securities and guarantees in respect of
those debt securities, issued to (a) the Trust or (b) any other trust, or a
trustee of such trust, partnership or other entity affiliated with the Company
that is a financing vehicle of the Company
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(a "financing entity") in connection with the issuance by such financing entity
of preferred securities or other securities that rank pari passu with, or junior
to, the Capital Securities. For purposes of this Indenture, Senior Indebtedness
shall continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions accorded thereto hereunder and under the Securities
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness.

                  "Subsidiary" shall mean with respect to any Person, (i) any
corporation at least a majority of whose outstanding voting stock of which is
owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned by
such Person, or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries and (iii) any limited partnership of which such Person
or any of its Subsidiaries is a general partner. For the purposes of this
definition, "voting stock" means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939 as in force at the date of execution of this Indenture, except as provided
in Section 9.03.

                  "Trust Securities" with respect to an Interpool Capital Trust,
shall mean the Common Securities and the Capital Securities of such Interpool
Capital Trust.

                  "Trustee" shall mean the Person identified as "Trustee" in the
first paragraph hereof, and, subject to the provisions of Article Six hereof,
shall also include its successors and assigns as Trustee hereunder. The term
"Trustee" as used with respect to a particular series of the Securities shall
mean the trustee with respect to that series.

                  "U.S. Government Obligations" shall mean securities that are
(i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case
under clauses (i) or (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the
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amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.

                  "Vice President" when used with respect to the Company or the
Trustee shall mean any vice president, whether or not designated by a number or
word or words added before or after the title "vice president," including any
executive, senior or assistant vice president.

                  "Yield to Maturity" shall mean the yield to maturity on a
series of Securities, calculated at the time of issuance of such series of
Securities, or if applicable, at the most recent redetermination of interest on
such series and calculated in accordance with accepted financial practice by a
nationally recognized accounting firm selected by the Company and not objected
to by the Trustee.


                                   ARTICLE TWO
                                   SECURITIES

         SECTION 2.01. Forms Generally.

                  The Securities of each series shall be in substantially the
form as shall be established by or pursuant to a Board Resolution and as set
forth in an Officers' Certificate of the Company or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange or all as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.

                  In the event the Securities are issued in definitive form
pursuant to this Indenture, such Securities shall be typewritten, printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

         SECTION 2.02. Form of Trustee's Certificate of Authentication.

                  The Trustee's certificate of authentication on all Securities
shall be in substantially the following form:

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
<PAGE>   11
                                   IBJ SCHRODER BANK & TRUST COMPANY
                                   as Trustee

                                   By_______________________________
                                   Authorized Signatory

         SECTION 2.03. Amount Unlimited; Issuable in Series.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture or otherwise by the Company is
unlimited.

                  The Securities may be issued in one or more series up to the
aggregate principal amount of securities of that series from time to time
authorized by or pursuant to a Board Resolution of the Company or pursuant to
one or more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a Board
Resolution of the Company and set forth in an Officers' Certificate of the
Company or established in one or more indentures supplemental hereto:

                  (1)      the title of the Securities of the series (which
                           shall distinguish the Securities of the series from
                           all other Securities);

                  (2)      any limit upon the aggregate principal amount of the
                           Securities of the series which may be authenticated
                           and delivered under this Indenture (except for
                           Securities authenticated and delivered upon
                           registration of transfer of, or in exchange for, or
                           in lieu of, other Securities of the series pursuant
                           to Section 2.07, 2.08, 2.09, 9.04 or 14.03);

                  (3)      the date or dates on which the principal of and
                           premium, if any, on the Securities of the series is
                           payable;

                  (4)      the rate or rates at which the Securities of the
                           series shall bear interest, if any, or the method by
                           which such interest may be determined, the date or
                           dates from which such interest shall accrue, the
                           Interest Payment Dates on which such interest shall
                           be payable or the manner of determination of such
                           Interest Payment Dates and the record dates for the
                           determination of holders to whom interest is payable
                           on any such Interest Payment Dates;

                  (5)      the place or places where the principal of, and
                           premium, if any, and any interest on Securities of
                           the series shall be payable;
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                  (6)      the right, if any, to extend the interest payment
                           periods and the duration of such extension, the rate
                           at which additional interest, if any, will be paid,
                           and notification requirements to the Trustee and
                           Holders;

                  (7)      the price or prices at which, the period or periods
                           within which and the terms and conditions upon which
                           Securities of the series may be redeemed, in whole or
                           in part, at the option of the Company, pursuant to
                           any sinking fund or otherwise;

                  (8)      the obligation, if any, of the Company to redeem,
                           purchase or repay Securities of the series at the
                           option of a Securityholder thereof and the price or
                           prices at which and the period or periods within
                           which the price or prices at which, and the terms and
                           conditions upon which Securities of the series shall
                           be redeemed, purchased or repaid, in whole or in
                           part, pursuant to such obligation;

                  (9)      if other than the principal amount thereof, the
                           portion of the principal amount of Securities of the
                           series which shall be payable upon declaration of
                           acceleration of the maturity thereof pursuant to
                           Section 5.01 or provable in bankruptcy pursuant to
                           Section 5.02;

                  (10)     any Events of Default with respect to the Securities
                           of the series, if other than as set forth herein;

                  (11)     the form of the Securities of the series;

                  (12)     any trustee, authenticating or paying agents, warrant
                           agents, transfer agents or registrars (in addition to
                           the Trustee) with respect to the Securities of the
                           series;

                  (13)     whether the Securities of the series shall be issued
                           in whole or in part in the form of one or more Global
                           Securities and, in such case, the Depositary for such
                           Global Security or Securities, and whether beneficial
                           owners of interests in any such Global Securities may
                           exchange such interests for other Securities of such
                           series in the manner provided in Section 2.07, and
                           the manner and the circumstances under which and the
                           place or places where any such exchanges may occur if
                           other than in the manner provided in Section 2.07,
                           and any other terms of the series relating to the
                           global nature of the Global Securities of such series
                           and the exchange, registration or transfer thereof
                           and the payment of any principal thereof, or interest
                           or premium, if any, thereon;
<PAGE>   13
                  (14)     the terms of any Securities to be issued pursuant to
                           an Exchange Offer with respect to the series; and

                  (15)     any other terms of the series (which terms shall not
                           be inconsistent with the provisions of this
                           Indenture).

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution or in any such indenture supplemental
hereto.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

         SECTION 2.04. Authentication and Dating.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, and the Trustee shall
thereupon authenticate and make available for delivery said Securities to or
upon the written order of the Company, signed by any two of its Chief Executive
Officer, Chief Financial Officer, President, Vice Presidents, Treasurer,
Assistant Treasurer, Controller or Assistant Controller, Secretary or Assistant
Secretary, without any further action by the Company hereunder. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon:

                  (1)      a copy of any Board Resolution or Resolutions
                           relating thereto and, if applicable, an appropriate
                           record of any action taken pursuant to such
                           resolution, in each case certified by the Secretary
                           or an Assistant Secretary of the Company; and

                  (2)      either (x) an executed supplemental indenture, if
                           any; or (y) an Officers' Certificate, in either case
                           setting forth the form and terms of the Securities as
                           required pursuant to Sections 2.01 and 2.03,
                           respectively; and

                  (3)      an Opinion of Counsel which shall state:
<PAGE>   14
                           (a) that the form of such Securities has been
                           established by or pursuant to a Board Resolution or
                           by a supplemental indenture as permitted by Section
                           2.01 in conformity with the provisions of this
                           Indenture;

                           (b) that the terms of such Securities have been
                           established by or pursuant to a Board Resolution or
                           by a supplemental indenture as permitted by Section
                           2.03 in conformity with the provisions of this
                           Indenture;

                           (c) that such Securities, when authenticated and
                           delivered by the Trustee and issued by the Company in
                           the manner and subject to any conditions specified in
                           such Opinion of Counsel, will constitute valid and
                           legally binding obligations of the Company;

                           (d) that all laws and requirements in respect of the
                           execution and delivery by the Company of the
                           Securities have been complied with in all material
                           respects and that authentication and delivery of the
                           Securities by the Trustee will not violate the terms
                           of the Indenture; and

                           (e) such other matters as the Trustee may reasonably
                           request.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or vice presidents shall determine
that such action would expose the Trustee to personal liability to existing
holders.

         SECTION 2.05. Date and Denomination of Securities.

                  The Securities shall be issuable as registered Securities
without coupons and in such denominations as shall be specified as contemplated
by Section 2.03. In the absence of any such specification with respect to the
Securities of any series, the Securities of such Series shall be issuable in the
denominations of $1,000 and any multiple thereof. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers of the Company executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.

                  Every Security shall be dated the date of its authentication,
shall bear interest, if any, from such date and shall be payable on such dates,
in each case, as contemplated by Section 2.03. The interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the
<PAGE>   15
regular record date for such interest installment. In the event that any
Security of a particular series or portion thereof is called for redemption and
the redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on such
Security will be paid upon presentation and surrender of such Security as
provided in Section 3.02.

                  Any interest on any Security that is payable, but is not
punctually paid or duly provided for, except any interest deferred during any
Extended Interest Payment Period permitted by any indenture supplemental hereto
or an Officers' Certificate providing for the initial issuance of any Security,
on any Interest Payment Date for Security of the same series (herein called
"Defaulted Interest") shall forthwith cease to be payable to the registered
holder on the relevant regular record date by virtue of having been such holder;
and such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:

                  (1)      Except as may be set forth in a supplemental
                           indenture or an Officers' Certificate pursuant to
                           Section 2.03 hereof, the Company may make payment of
                           any Defaulted Interest on Securities to the Persons
                           in whose names such Securities (or their respective
                           Predecessor Securities) are registered at the close
                           of business on a special record date for the payment
                           of such Defaulted Interest, which shall be fixed in
                           the following manner: the Company shall notify the
                           Trustee in writing of the amount of Defaulted
                           Interest proposed to be paid on each such Security
                           and the date of the proposed payment, and at the same
                           time the Company shall deposit with the Trustee an
                           amount of money equal to the aggregate amount
                           proposed to be paid in respect of such Defaulted
                           Interest or shall make arrangements satisfactory to
                           the Trustee for such deposit prior to the date of the
                           proposed payment, such money when deposited to be
                           held in trust for the benefit of the Persons entitled
                           to such Defaulted Interest as in this clause
                           provided. Thereupon the Trustee shall fix a special
                           record date for the payment of such Defaulted
                           Interest which shall not be more than 15 nor less
                           than 10 days prior to the date of the proposed
                           payment and not less than 10 days after the receipt
                           by the Trustee of the notice of the proposed payment.
                           The Trustee shall promptly notify the Company of such
                           special record date and, in the name and at the
                           expense of the Company, shall cause notice of the
                           proposed payment of such Defaulted Interest and the
                           special record date therefor to be mailed, first
                           class postage prepaid, to each Securityholder at his
                           or her address as it appears in the Security Register
                           (as hereinafter defined), not less than 10 days prior
                           to such special record date. Notice of the proposed
                           payment of such Defaulted Interest and the special
                           record date therefor having been mailed as aforesaid,
                           such Defaulted Interest shall be paid to the Persons
                           in whose names such Securities (or their respective
                           Predecessor
<PAGE>   16
                           Securities) are registered on such special record
                           date and shall be no longer payable pursuant to the
                           following clause (2).

                  (2)      Except as may be set forth in a supplemental
                           indenture or an Officers' Certificate pursuant to
                           Section 2.03 hereof, the Company may make payment of
                           any Defaulted Interest on any Securities in any other
                           lawful manner not inconsistent with the requirements
                           of any securities exchange on which such Securities
                           may be listed, and upon such notice as may be
                           required by such exchange, if, after notice given by
                           the Company to the Trustees of the proposed payment
                           pursuant to this clause, such manner of payment shall
                           be deemed practicable by the Trustee.

                  Unless otherwise set forth in one or more indentures
supplemental hereto or any Officers' Certificate establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term "regular record
date" as used in this Section with respect to a series of Securities with
respect to any Interest Payment Date for such series shall mean either the
fifteenth day of the month in which an Interest Payment Date established for
such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the last day of a month, or the first day of the month in which
an Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the fifteenth day of a
month, whether or not such date is a Business Day.

                  Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security of such series shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by such
other Security.

         SECTION 2.06. Execution of Securities.

                  The Securities shall be signed in the name and on behalf of
the Company by the manual or facsimile signature of its Chief Executive Officer,
President or one of its Vice Presidents and may be attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries, under
its corporate seal which may be affixed thereto or printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise, and which need not be
attested. Only such Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, executed by the
Trustee or the Authenticating Agent, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee or the Authenticating Agent upon any Security executed by the Company
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.
<PAGE>   17
                  In case any officer of the Company who shall have signed any
of the Securities shall cease to be such officer before the Securities so signed
shall have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Securities had not ceased to be such officer of the Company; and any Security
may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such an officer.

         SECTION 2.07. Exchange and Registration of Transfer of Securities.

                  Subject to Section 2.03, Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the same series
of other authorized denominations. Securities to be exchanged may be surrendered
at the principal corporate trust office of the Trustee or at any office or
agency to be maintained by the Company for such purpose as provided in Section
3.02, and the Company shall execute, the Company or the Trustee shall register
and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in exchange therefor the Security or Securities which the
Securityholder making the exchange shall be entitled to receive. Upon due
presentment for registration of transfer of any Security of any series at the
principal corporate trust office of the Trustee or at any office or agency of
the Company maintained for such purpose as provided in Section 3.02, the Company
shall execute, the Company or the Trustee shall register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in the
name of the transferee or transferees a new Security or Securities of the same
series for a like aggregate principal amount. Registration or registration of
transfer of any Security by the Trustee or by any agent of the Company appointed
pursuant to Section 3.02, and delivery of such Security, shall be deemed to
complete the registration or registration of transfer of such Security.

                  The Company or the Trustee shall keep, at the Principal Office
of the Trustee, a register for each series of Securities issued hereunder in
which, subject to such reasonable regulations as it may prescribe, the Company
or the Trustee shall register all Securities and shall register the transfer of
all Securities as this Article Two provides, which (subject to Section 2.11)
shall be the only method of effecting a transfer of Securities. Such register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time.

                  All Securities presented for registration of transfer or for
exchange or payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent duly executed by, the holder or his
attorney duly authorized in writing.
<PAGE>   18
                  No service charge shall be made for any exchange or
registration of transfer of Securities, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax, fee or other governmental
charge that may be imposed in connection therewith.

                  The Company or the Trustee shall not be required to exchange
or register a transfer of (a) any Security for a period of 15 days next
preceding the date of selection of Securities of such series for redemption, or
(b) any Securities of any series selected, called or being called for redemption
in whole or in part, except in the case of any Securities of any series to be
redeemed in part, the portion thereof not so to be redeemed.

         SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Securities.

                  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company shall execute, and upon
written request by the Company, the Trustee shall authenticate and deliver, a
new Security of the same series bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu
of and in substitution for the Security so destroyed, lost or stolen. In every
case the applicant for a substituted Security shall furnish to the Company and
the Trustee such security or indemnity as may be required by them to save each
of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

                  The Trustee may authenticate any such substituted Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith. In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.

                  Every substituted Security of any series issued pursuant to
the provisions of this Section 2.08 by virtue of the fact that any such Security
is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder. All Securities shall be held and owned upon
the express condition that, to the extent permitted by
<PAGE>   19
applicable law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

         SECTION 2.09. Temporary Securities.

                  Subject to Section 2.03, pending the preparation of definitive
Securities of any series the Company may execute and the Trustee shall
authenticate and make available for delivery temporary Securities (typed,
printed or lithographed). Temporary Securities shall be issuable in any
authorized denomination, and substantially in the form of the definitive
Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
Every such temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Securities and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
principal corporate trust office of the Trustee or at any office or agency
maintained by the Company for such purpose as provided in Section 3.02, and the
Trustee or the Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Securities a like aggregate principal
amount of such definitive Securities. Such exchange shall be made by the Company
at its own expense and without any charge therefor except that in case of any
such exchange involving a registration of transfer the Company may require
payment of a sum sufficient to cover any tax, fee or other governmental charge
that may be imposed in relation thereto. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series authenticated
and delivered hereunder.

         SECTION 2.10. Cancellation of Securities Paid, etc.

                  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, shall, if surrendered to the
Company or any paying agent, be surrendered to the Trustee and promptly canceled
by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be
promptly canceled by it, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. All
Securities canceled by any Authenticating Agent shall be delivered to the
Trustee. The Trustee shall deliver all canceled Securities to the Company. If
the Company shall acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation.
<PAGE>   20
         SECTION 2.11. Global Securities.

                  (a) If the Company shall establish pursuant to Section 2.03
that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security that (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the outstanding Securities of such series, (ii)
shall be registered in the name of the Depositary or its nominee, (iii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to the following effect:

         Unless this certificate is presented by an authorized representative of
         The Depository Trust Company, a New York corporation ("DTC"), to the
         Issuer or its agent for registration of transfer, exchange, or payment,
         and any certificate issued is registered in the name of Cede & Co. or
         in such other name as is requested by an authorized representative of
         DTC (and any payment is made to Cede & Co. or to such other entity as
         is requested by an authorized representative of DTC), ANY TRANSFER,
         PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
         interest herein.

                  (b) Subject to Section 2.11(c), notwithstanding the provisions
of Section 2.07, the Global Security of a series may be transferred, in whole
but not in part and in the manner provided in Section 2.07, only to another
nominee of the Depositary for such series, or to a successor Depositary for such
series selected or approved by the Company or to a nominee of such successor
Depositary.

                  (c) A Global Security shall be exchangeable for Securities in
registered certificated form if (i) the Depositary (x) notifies the Trust that
it is unwilling or unable to continue as Depositary for the Global Security and
the Company thereupon fails to appoint a successor Depositary within 90 days or
(y) has ceased to be a clearing agency registered under the Exchange Act, (ii)
the Company in its sole discretion elects to cause the issuance of the
Securities in certificated form or (iii) there shall have occurred and be
continuing an Event of Default or any event which after notice or lapse of time
or both would be an Event of Default. In any such event the Company will execute
and, subject to Section 2.07, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company that such event has
occurred, will authenticate and make available for delivery the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security or beneficial
<PAGE>   21
interests therein pursuant to this Section 2.11(c) shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.

                  In addition, beneficial interests in a Global Security may be
exchanged for certificated Securities upon request but only upon at least 20
days prior written notice given to the Trustee by or on behalf of DTC in
accordance with customary procedures.

                  So long as the system of registration described in this
Section 2.11 is in effect, (a) the records of the Depositary will be
determinative for all purposes and (b) neither the Company, the Trustee nor any
paying agent, Security registrar or transfer agent for such Securities will have
any responsibility or liability for (i) any aspect of the records relating to or
payments made on account of owners of beneficial interests in the Securities of
such series, (ii) maintaining, supervising or reviewing any records relating to
such beneficial interests, (iii) receipt of notices, voting and requesting or
directing the Trustee to take, or not to take, or consenting to, certain actions
hereunder, or (iv) the records and procedures of the Depositary.

         SECTION 2.12. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Securityholders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers provided, however, that such
notification will be provided to the Trustee within three (3) business days.


                                  ARTICLE THREE
                      PARTICULAR COVENANTS OF THE COMPANY.

         SECTION 3.01. Payment of Principal, Premium and Interest.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay or cause to be paid
the principal of, premium, if any, and interest on each of the Securities of
that series at the place, at the respective times and in the manner provided in
such Securities. Except with respect to Global Securities, each installment of
interest on the Securities of any series may be paid by mailing checks for such
interest payable to the order of the
<PAGE>   22
holders of Securities of such series entitled thereto as they appear on the
registry books of the Company. The Company further covenants to pay any and all
amounts, including without limitation, Liquidated Damages, required under the
Registration Rights Agreement.

         SECTION 3.02. Offices for Notices and Payments, etc.

                  So long as any of the Securities remain outstanding, the
Company will maintain in New York, New York, an office or agency where the
Securities of each series may be presented for payment, an office or agency
where the Securities of that series may be presented for registration of
transfer and for exchange as in this Indenture provided and an office or agency
where notices and demands to or upon the Company in respect of the Securities of
that series or of this Indenture may be served. The Company will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. Until otherwise designated from time to time by the
Company in a notice to the Trustee, or specified as contemplated by Section
2.03, any such office or agency for all of the above purposes shall be the
office or agency of the Trustee. In case the Company shall fail to maintain any
such office or agency in New York, New York, or shall fail to give such notice
of the location or of any change in the location thereof, presentations and
demands may be made and notices may be served at the principal corporate trust
office of the Trustee.

                  In addition to any such office or agency, the Company may from
time to time designate one or more offices or agencies outside New York, New
York, where the Securities may be presented for registration of transfer and for
exchange in the manner provided in this Indenture, and the Company may from time
to time rescind such designation, as the Company may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain any such office or
agency in New York, New York, for the purposes above mentioned. The Company will
give to the Trustee prompt written notice of any such designation or rescission
thereof.

         SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office.

                  The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

         SECTION 3.04. Provision as to Paying Agent.

                  (a) If the Company shall appoint a paying agent other than the
Trustee with respect to the Securities of any series, it will cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provision of this Section 3.04,
<PAGE>   23
                  (1)      that it will hold all sums held by it as such agent
                           for the payment of the principal of and premium, if
                           any, or interest, if any, on the Securities of such
                           series (whether such sums have been paid to it by the
                           Company or by any other obligor on the Securities of
                           such series) in trust for the benefit of the holders
                           of the Securities of such series; and

                  (2)      that it will give the Trustee immediate written
                           notice of any failure by the Company (or by any other
                           obligor on the Securities of such series) to make any
                           payment of the principal of and premium, if any, or
                           interest, if any, on the Securities of such series
                           when the same shall be due and payable.

                  (b) If the Company shall act as its own paying agent, it will,
on or before each due date of the principal of and premium, if any, or interest,
if any, on the Securities of any series, set aside, segregate and hold in trust
for the benefit of the holders of the Securities of such series a sum sufficient
to pay such principal, premium or interest so becoming due and will immediately
notify the Trustee in writing of any failure to take such action and of any
failure by the Company (or by any other obligor under the Securities of such
series) to make any payment of the principal of and premium, if any, or
interest, if any, on the Securities of such series when the same shall become
due and payable.

                  (c) Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Trustee or any paying
agent hereunder, as required by this Section 3.04, such sums to be held by the
Trustee upon the trusts herein contained.

                  (d) Anything in this Section 3.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
3.04 is subject to Sections 11.03 and 11.04.

         SECTION 3.05. Certificate to Trustee.

         The Company will deliver to the Trustee on or before 120 days after the
end of each fiscal year, so long as Securities of any series are outstanding
hereunder, an Officers' Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance of any
covenants contained herein, stating whether or not they have knowledge of any
such default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.

         SECTION 3.06. Compliance with Consolidation Provisions.
<PAGE>   24
                  The Company will not, while any of the Securities remain
outstanding, consolidate with, or merge into, any other Person or permit any
other Person to merge into the Company, or sell or convey all or substantially
all of its property to any other Person unless the provisions of Article Ten
hereof are complied with.

         SECTION 3.07. Limitation on Dividends.

                  If with respect to any series of Securities (i) there shall
have occurred any event of which the Company has actual knowledge that (A)
constitutes, or with the giving of notice or the lapse of time, or both, would
constitute, an Event of Default and (B) in respect of any nonpayment default,
which the Company shall not have taken reasonable steps to cure, and in respect
of any payment default, which shall not have been cured, (ii) such Securities
are issued to Interpool Capital Trust or a trustee of such trust and the Company
shall be in default with respect to its payment of any obligations under the
Capital Securities Guarantee relating to such Interpool Capital Trust, or (iii)
the Company shall have given notice of its election of an Extended Interest
Payment Period, or any extension thereof, and shall not have rescinded such
notice, and such Extended Interest Payment Period, or any extension thereof,
shall have commenced, then the Company shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (which includes
common and preferred stock); (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities
(including Other Securities) issued by the Company which rank pari passu with or
junior in right of payment to such Securities; or (iii) make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any subsidiary of the Company (including under Other Guarantees) if such
guarantee ranks pari passu with or junior in right of payment to such Securities
(other than (a) dividends or distributions in shares of, or options, warrants or
rights to subscribe for or purchase shares of, common stock of the Company, (b)
any declaration of a dividend in connection with the implementation of a
stockholder's rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, (c)
payments under the Capital Securities Guarantee, (d) the purchase of fractional
shares resulting from a reclassification of the Company's capital stock, (e) the
exchange or conversion of one class or series of the Company's capital stock for
another class or series of the Company's capital stock, (f) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged and (g) purchases of common stock related to the issuance
of common stock or rights under any of the Company's benefit plans for its
directors, officers or employees or any of the Company's dividend reinvestment
plans).

         SECTION 3.08. Covenants as to Interpool Capital Trust.

                  In the event Securities are issued to an Interpool Capital
Trust or a trustee of such trust in connection with the issuance of Trust
Securities by such Interpool Capital Trust, for so long
<PAGE>   25
as such Trust Securities remain outstanding, the Company will (i) maintain 100%
direct or indirect ownership of the Common Securities of such Interpool Capital
Trust, (ii) use its reasonable efforts to cause such Interpool Capital Trust (a)
to remain a statutory business trust, except in connection with a distribution
of Securities held by such Interpool Capital Trust to the holders of the Trust
Securities thereof, the redemption of all of the Trust Securities of such
Interpool Capital Trust or certain mergers, consolidations or amalgamations,
each as permitted by the Declaration of such Interpool Capital Trust, and (b) to
otherwise continue to be treated as a grantor trust for United States federal
income tax purposes and (iii) use its reasonable efforts to cause each holder of
Trust Securities to be treated as owning an individual beneficial interest in
the Securities.

         SECTION 3.09. Calculation of Original Issue Discount.

                  In the event there are any Original Issue Discount Securities
issued and outstanding, the Company shall file with the Trustee promptly at the
end of each calendar year a written notice specifying the amount of any original
issue discount (including daily rates and accrual periods) accrued on
outstanding Securities as of the end of such year.


                                  ARTICLE FOUR
                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

         SECTION 4.01. Securityholders' Lists.

                  The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee:

                  (a) on a semi-annual basis on each regular record date for
         each series of Securities, a list, in such form as the Trustee may
         reasonably require, of the names and addresses of the Securityholders
         of such series of Securities as of such record date (and on dates to be
         determined pursuant to Section 2.03 for non-interest bearing securities
         in each year); and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company, of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished;

except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for such
series.
<PAGE>   26
         SECTION 4.02. Preservation and Disclosure of Lists.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of each series of Securities (1) contained in the most recent list
furnished to it as provided in Section 4.01 or (2) received by it in the
capacity of Securities registrar (if so acting) hereunder. The Trustee may
destroy any list furnished to it as provided in Section 4.01 upon receipt of a
new list so furnished.

                  (b) In case three or more holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other holders of Securities of such series or with holders of
all Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within five business days after the receipt of such application, at its
election, either:

                  (1)      afford such applicants access to the information
                           preserved at the time by the Trustee in accordance
                           with the provisions of subsection (a) of this Section
                           4.02, or

                  (2)      inform such applicants as to the approximate number
                           of holders of such series or all Securities, as the
                           case may be, whose names and addresses appear in the
                           information preserved at the time by the Trustee in
                           accordance with the provisions of subsection (a) of
                           this Section 4.02, and as to the approximate cost of
                           mailing to such Securityholders the form of proxy or
                           other communication, if any, specified in such
                           application. If the Trustee shall elect not to afford
                           such applicants access to such information, the
                           Trustee shall, upon the written request of such
                           applicants, mail to each Securityholder of such
                           series or to all Securityholders, as the case may be,
                           whose name and address appear in the information
                           preserved at the time by the Trustee in accordance
                           with the provisions of subsection (a) of this Section
                           4.02 a copy of the form of proxy or other
                           communication which is specified in such request with
                           reasonable promptness after a tender to the Trustee
                           of the material to be mailed and of payment, or
                           provision for the payment, of the reasonable expenses
                           of mailing, unless within five days after such
                           tender, the Trustee shall mail to such applicants and
                           file with the Commission, together with a copy of the
                           material to be mailed, a written statement to the
                           effect that, in the opinion of the Trustee, such
                           mailing would be contrary to the best interests of
                           the holders of Securities of such series or all
                           Securities, as the case may be, or would be in
<PAGE>   27
                           violation of applicable law. Such written statement
                           shall specify the basis of such opinion. If the
                           Commission, after opportunity for a hearing upon the
                           objections specified in the written statement so
                           filed, shall enter an order refusing to sustain any
                           of such objections or if, after the entry of an order
                           sustaining one or more of such objections, the
                           Commission shall find, after notice and opportunity
                           for hearing, that all the objections so sustained
                           have been met and shall enter an order so declaring,
                           the Trustee shall mail copies of such material to all
                           such Securityholders with reasonable promptness after
                           the entry of such order and the renewal of such
                           tender; otherwise the Trustee shall be relieved of
                           any obligation or duty to such applicants respecting
                           their application.

                  (c) Each and every holder of Securities, by receiving and
holding the same, agrees with Company and the Trustee that neither the Company
nor the Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).

         SECTION 4.03. Reports by Company.

                  (a) The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports, including annual reports on Form 10-K and quarterly reports on
Form 10-Q (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe), which the Company may
be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

                  (b) The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.
<PAGE>   28
                  (c) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  (d) So long as is required for an offer or sale of any series
of the Securities to qualify for an exemption under Rule 144A under the
Securities Act, the Company shall, upon request, provide the information
required by clause (d)(4) thereunder to each Holder and to each beneficial owner
and prospective purchaser of Securities identified by any holder of Restricted
Securities, unless such information is furnished to the Commission pursuant to
Section 13 or 15(d) of the Exchange Act.

         SECTION 4.04. Reports by the Trustee.

                  (a) The Trustee shall transmit to Securityholders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each December 15 following the date of this
Indenture, deliver to Securityholders a brief report, dated as of such December
15, which complies with the provisions of such Section 313(a).

                  (b) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission and
with the Company. The Company will promptly notify the Trustee when the
Securities are listed on any stock exchange.


                                  ARTICLE FIVE
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

         SECTION 5.01. Events of Default.

                  In case one or more of the following Events of Default with
respect to Securities of any series or such other events as may be established
with respect to the Securities of that series as contemplated by Section 2.03
hereof shall have occurred and be continuing (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
<PAGE>   29
                  (a) default in the payment of any interest upon any Securities
         of that series or any Other Securities when it becomes due and payable,
         and continuance of such default for a period of 30 days; provided,
         however, that a valid extension of an interest payment period by the
         Company in accordance with the terms of any indenture supplemental
         hereto or Officers' Certificate, shall not constitute a default in the
         payment of interest for this purpose; or

                  (b) default in the payment of all or any part of the principal
         of (or premium, if any, on) any Securities of that series or any Other
         Securities as and when the same shall become due and payable either at
         maturity, upon redemption, by declaration of acceleration or otherwise;
         or

                  (c) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with and other than those set forth
         exclusively in terms of any particular series of Securities established
         as contemplated in this Indenture), and continuance of such default or
         breach for a period of 90 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the holders of at least 25% in principal
         amount of the outstanding Securities a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (d) a court having jurisdiction in the premises shall enter a
         decree or order for relief in respect of the Company in an involuntary
         case under any applicable bankruptcy, insolvency or other similar law
         now or hereafter in effect, or appointing a receiver, liquidator,
         assignee, custodian, trustee, sequestrator (or similar official) of the
         Company or for any substantial part of its property, or ordering the
         winding-up or liquidation of its affairs and such decree or order shall
         remain unstayed and in effect for a period of 90 consecutive days; or

                  (e) the Company shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, shall consent to the entry of an order for relief in an
         involuntary case under any such law, or shall consent to the
         appointment of or taking possession by a receiver, liquidator,
         assignee, trustee, custodian, sequestrator (or other similar official)
         of the Company or of any substantial part of its property, or shall
         make any general assignment for the benefit of creditors, or shall fail
         generally to pay its debts as they become due; or

                  (f) in the event Securities are issued to an Interpool Capital
         Trust or a trustee of such trust, such Interpool Capital Trust shall
         have voluntarily or involuntarily dissolved,
<PAGE>   30
         wound-up its business or otherwise terminated its existence except in
         connection with (i) the distribution of Securities to holders of Trust
         Securities in liquidation of their interests in such Interpool Capital
         Trust, (ii) the redemption of all of the outstanding Trust Securities
         of such Interpool Capital Trust or (iii) certain mergers,
         consolidations or amalgamations, each as permitted by the Declaration
         of such Interpool Capital Trust.

                  If an Event of Default occurs and is continuing, then, and in
each and every such case, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of
that series then outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal
(or, if the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all Securities of that series and the interest and premiums accrued
thereon, if any, together with any premium otherwise payable pursuant to the
terms of such Securities to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of the Securities of any series (or of all the
Securities, as the case may be) shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series (or of all the Securities, as
the case may be) and the principal of and premium, if any, on any and all
Securities of such series (or of all the Securities, as the case may be) which
shall have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series (or at the
respective rates of interest or Yields to Maturity of all the Securities, as the
case may be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee and each predecessor
Trustee, their respective agents, attorneys and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith, and if any
and all Events of Default under the Indenture (other than the non-payment of the
principal of the Securities which shall have become due solely by such
declaration of acceleration), shall have been cured, waived or otherwise
remedied as provided herein -- then and in every such case the holders of a
majority in aggregate principal amount of the Securities of such series (or of
all the Securities, as the case may be) then outstanding, by written notice to
the Company and to the Trustee, may waive all defaults with respect to that
series (or with respect to all Securities, as the case may be, in such case,
treated as a single class) and rescind and
<PAGE>   31
annul such declaration and its consequences, but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.

                  In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the Trustee and the holders of the Securities shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the holders of the
Securities shall continue as though no such proceeding had been taken.

         SECTION 5.02. Payment of Securities on Default; Suit Therefor.

                  The Company covenants that:

                  (a) in case default shall be made in the payment of any
         installment of interest upon any of the Securities of any series as and
         when the same shall become due and payable, and such default shall have
         continued for a period of 30 days, or

                  (b) in case of default shall be made in the payment of the
         principal of or premium, if any, on any of the Securities of any series
         as and when the same shall have become due and payable, whether at
         maturity of the Securities of that series or upon redemption or by
         declaration or otherwise;

                  (c) then, upon demand of the Trustee, the Company will pay to
         the Trustee, for the benefit of the holders of the Securities of that
         series, the amount that then shall have become due and payable on all
         such Securities of that series for principal and premium, if any, or
         interest, or both, as the case may be, with interest upon the overdue
         principal and premium, if any, and (to the extent that payment of such
         interest is enforceable under applicable law) upon the overdue
         installments of interest at the rate or Yield to Maturity (in the case
         of Original Issue Discount Securities) borne by the Securities of that
         series; and, in addition thereto, such further amount as shall be
         sufficient to cover the costs and expenses of collection, including a
         reasonable compensation to the Trustee, its agents, attorneys and
         counsel, and any expenses or liabilities incurred by the Trustee
         hereunder other than through its negligence or bad faith.

                  In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor on such
<PAGE>   32
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on such Securities wherever situated the moneys
adjudged or decreed to be payable.

                  In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Securities
of any series under Title 11, United States Code, or any other applicable law,
or in case a receiver or trustee shall have been appointed for the property of
the Company or such other obligor, or in the case of any other similar judicial
proceedings relative to the Company or other obligor upon the Securities of any
series, or to the creditors or property of the Company or such other obligor,
the Trustee, irrespective of whether the principal of the Securities of any
series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 5.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal and interest (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) owing
and unpaid in respect of the Securities of such series and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Securities of any series, or
to the creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities or any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby authorized by each of the Securityholders to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to the Securityholders, to pay to the
Trustee such amounts as shall be sufficient to cover reasonable compensation to
the Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith.

                  Nothing herein contained shall be construed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.
<PAGE>   33
                  All rights of action and of asserting claims under this
Indenture, or under any of the Securities, may be enforced by the Trustee
without the possession of any of the Securities, or the production thereof on
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Securities, and it shall not be necessary to make any holders
of the Securities parties to any such proceedings.

         SECTION 5.03. Application of Moneys Collected by Trustee.

                  Any moneys collected by the Trustee shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

                  First: To the payment of costs and expenses of collection
         applicable to such series and reasonable compensation to the Trustee,
         its agents, attorneys and counsel, and of all other expenses and
         liabilities incurred, and all advances made, by the Trustee except as a
         result of its negligence or bad faith;

                  Second: To the payment of all Senior Indebtedness of the
         Company if and to the extent required by Article Fifteen;

                  Third: In case the principal of the outstanding Securities in
         respect of which moneys have been collected shall not have become due
         and be unpaid, to the payment of the amounts then due and unpaid upon
         Securities of such series for principal (and premium, if any), and
         interest on the Securities of such series, in respect of which or for
         the benefit of which money has been collected, ratably, without
         preference or priority of any kind, according to the amounts due on
         such Securities for principal (and premium, if any) and interest,
         respectively.

                  Fourth: To the Company.

         SECTION 5.04. Proceedings by Securityholders.

                  (a) No holder of any Security of any series shall have any
right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at
<PAGE>   34
law upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof with respect to the Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the holders of
not less than 25% in aggregate principal amount of the Securities of that series
then outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby; (iv) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such
action, suit or proceeding, and (v) during such 60 day period the holders of a
majority in principal amount of the Securities of that series shall not have
given the Trustee a direction inconsistent with the request; it being understood
and intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Trustee, that no one or more
holders of Securities of any series shall have any right in any manner whatever
by virtue of or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other holder of Securities, or to obtain
or seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Securities of the
applicable series.

                  Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Security to receive payment of the
principal of (premium, if any) and interest, if any, on such Security, on or
after the same shall have become due and payable, or to institute suit for the
enforcement of any such payment, shall not be impaired or affected without the
consent of such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every Security of
such series with every other such taker and holder and the Trustee, that no one
or more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

         SECTION 5.05. Proceedings by Trustee.

                  In case of an Event of Default hereunder the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific
<PAGE>   35
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

         SECTION 5.06. Remedies Cumulative and Continuing.

                  Except as otherwise provided in Section 2.08, all powers and
remedies given by this Article Five to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such series, and no delay or omission of
the Trustee or of any holder of any of the Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to the provisions of
Section 5.04, every power and remedy given by this Article Five or by law to the
Trustee or to the Securityholders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.

         SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
                       Majority of Securityholders.

                  Subject to the last paragraph of Section 6.01 and Section
6.02(d), the holders of a majority in aggregate principal amount of the
Securities of any series affected at the time outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, in each case with respect to such series of Securities; provided,
however, that (subject to the provisions of Section 6.01) the Trustee shall have
the right to decline to follow any such direction if the Trustee shall determine
that the action so directed would be unjustly prejudicial to the holders not
taking part in such direction or if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed would
involve the Trustee in personal liability. Prior to any declaration accelerating
the maturity of any series of the Securities, the holders of a majority in
aggregate principal amount of the Securities of that series at the time
outstanding may on behalf of the holders of all of the Securities of such series
waive any past default or Event of Default including any default established
pursuant to Section 2.03 and its consequences except a default (a) in the
payment of principal of, premium, if any, or interest on any of the Securities,
(b) in respect of covenants or provisions hereof which cannot be modified or
amended without the consent of the holder of each Security affected, or (c) in
respect of the covenants contained in Section 3.06; provided, however, that if
the Securities of such series
<PAGE>   36
are held by any Interpool Capital Trust or a trustee of such trust, such waiver
or modification to such waiver shall not be effective until the holders of a
majority in liquidation preference of Trust Securities of such Interpool Capital
Trust shall have consented to such waiver or modification to such waiver;
provided further, that if the consent of the holder of each outstanding Security
is required, such waiver shall not be effective until each holder of the Trust
Securities of such Interpool Capital Trust shall have consented to such waiver.
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the holders
of the Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon. Upon any
such waiver the Company, the Trustee and the holders of the Securities of that
series (or of all Securities, as the case may be) shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by this Section 5.07, such default or Event
of Default shall for all purposes of the Securities of that series (or of all
Securities, as the case may be) and this Indenture be deemed to have been cured
and to be not continuing.

         SECTION 5.08. Notice of Defaults.

                  Within 90 days after a Responsible Officer of the Trustee has
received actual knowledge of the occurrence of a default with respect to the
Securities of any series, the Trustee shall mail to all Securityholders of that
series, as the names and addresses of such holders appear upon the Security
register, notice of all defaults with respect to that series known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice (the term "defaults" for the purpose of this Section 5.08 being hereby
defined to be the events specified in clauses (a), (b), (c), (d), (e) and (f) of
Section 5.01, not including periods of grace, if any, provided for therein, and
irrespective of the giving of written notice specified in clause (c) of Section
5.01 and (pursuant to Section 2.03(10)) any events specified in any indentures
supplemental hereto or Officers' Certificate providing for the initial issuance
of securities of such series, not including periods of grace); provided,
however, that, except in the case of default in the payment of the principal of,
premium, if any, or interest on any of the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
series; and provided further, that in the case of any default of the character
specified in Section 5.01(c) no such notice to Securityholders of such series
shall be given until at least 60 days after the occurrence thereof but shall be
given within 90 days after such occurrence.

         SECTION 5.09. Undertaking to Pay Costs.
<PAGE>   37
                  All parties to this Indenture agree, and each holder of any
Security by such holder's acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 5.09 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder, or
group of Securityholders of any series, holding in the aggregate more than 10%
in principal amount of the Securities of that series outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security against the
Company on or after the same shall have become due and payable.


                                   ARTICLE SIX
                             CONCERNING THE TRUSTEE

         SECTION 6.01. Duties and Responsibilities of Trustee.

                  With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture or any supplemental indenture with
respect to such series. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) of
which a Responsible Officer of the Trustee has actual knowledge, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture or
any supplemental indenture with respect to such series, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

                  (a) prior to the occurrence of an Event of Default with
         respect to Securities of a series and after the curing or waiving of
         all Events of Default with respect to that series which may have
         occurred:

                  (1)      the duties and obligations of the Trustee with
                           respect to Securities of a series shall be determined
                           solely by the express provisions of this Indenture or
                           any
<PAGE>   38
                           supplemental indenture with respect to such series,
                           and the Trustee shall not be liable except for the
                           performance of such duties and obligations with
                           respect to such series as are specifically set forth
                           in this Indenture or any supplemental indenture with
                           respect to such series, and no implied covenants or
                           obligations shall be read into this Indenture or any
                           supplemental indenture with respect to such series
                           against the Trustee; and

                  (2)      in the absence of bad faith on the part of the
                           Trustee, the Trustee may conclusively rely, as to the
                           truth of the statements and the correctness of the
                           opinions expressed therein, upon any certificates or
                           opinions furnished to the Trustee and conforming to
                           the requirements of this Indenture; but, in the case
                           of any such certificates or opinions which by any
                           provision hereof are specifically required to be
                           furnished to the Trustee, the Trustee shall be under
                           a duty to examine the same to determine whether or
                           not they conform to the requirements of this
                           Indenture;

                  (b) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Officers of the Trustee,
         unless it shall be proved that the Trustee was negligent in
         ascertaining the pertinent facts; and

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith, in accordance with
         the direction of the Securityholders pursuant to Section 5.07, relating
         to the time, method and place of conducting any proceeding for any
         remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee, under this Indenture.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

         SECTION 6.02. Reliance on Documents, Opinions, etc.

                  Except as otherwise provided in Section 6.01:

                  (a) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, bond,
         note, debenture or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;
<PAGE>   39
                  (b) any request, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by an Officers'
         Certificate (unless other evidence in respect thereof be herein
         specifically prescribed); and any Board Resolution may be evidenced to
         the Trustee by a copy thereof certified by the Secretary or an
         Assistant Secretary of the Company;

                  (c) the Trustee may consult with counsel of its selection and
         any advice or Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken or suffered
         omitted by it hereunder in good faith and in accordance with such
         advice or Opinion of Counsel;

                  (d) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request,
         order or direction of any of the Securityholders, pursuant to the
         provisions of this Indenture, unless such Securityholders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities which may be incurred therein or
         thereby;

                  (e) the Trustee shall not be liable for any action taken or
         omitted by it in good faith and believed by it to be authorized or
         within the discretion or rights or powers conferred upon it by this
         Indenture; nothing contained herein shall, however, relieve the Trustee
         of the obligation, upon the occurrence of an Event of Default with
         respect to a series of the Securities (that has not been cured or
         waived) of which a Responsible Officer of the Trustee has actual
         knowledge, to exercise with respect to Securities of that series such
         of the rights and powers vested in it by this Indenture, and to use the
         same degree of care and skill in their exercise, as a prudent man would
         exercise or use under the circumstances in the conduct of his own
         affairs;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond, debenture, coupon or other paper or document,
         unless requested in writing to do so by the holders of not less than a
         majority in principal amount of the outstanding Securities of the
         series affected thereby; provided, however, that if the payment within
         a reasonable time to the Trustee of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee, not reasonably assured to the Trustee by
         the security afforded to it by the terms of this Indenture, the Trustee
         may require reasonable indemnity against such expense or liability as a
         condition to so proceeding; and

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents (including any Authenticating
<PAGE>   40
         Agent) or attorneys, and the Trustee shall not be responsible for any
         misconduct or negligence on the part of any such agent or attorney
         appointed by it with due care.

         SECTION 6.03. No Responsibility for Recitals, etc.

                  The recitals contained herein and in the Securities (except in
the certificate of authentication of the Trustee or the Authenticating Agent)
shall be taken as the statements of the Company only, and the Trustee and the
Authenticating Agent assume no responsibility for the correctness of the same.
The Trustee and the Authenticating Agent make no representations as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee and
the Authenticating Agent shall not be accountable for the use or application by
the Company of any Securities or the proceeds of any Securities authenticated
and delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

         SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer
                       Agents or Registrar May Own Securities.

                  The Trustee or any Authenticating Agent or any paying agent or
any transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee (subject, however, to Section 6.08 hereof),
Authenticating Agent, paying agent, transfer agent or Security registrar.

         SECTION 6.05. Moneys to be Held in Trust.

                  Subject to the provisions of Section 11.04, all moneys
received by the Trustee or any paying agent shall, until used or applied as
herein provided, be held in trust for the purpose for which they were received,
but need not be segregated from other funds except to the extent required by
law. The Trustee and any paying agent shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with
the Company. So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Company, signed by the Chief Executive
Officer, the President or a Vice President or the Treasurer or an Assistant
Treasurer or the Controller or an Assistant Controller of the Company.

         SECTION 6.06. Compensation and Expenses of Trustee.

                  The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such compensation as shall
be agreed to in writing between the Company and the Trustee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the
<PAGE>   41
Trustee in accordance with any of the provisions of this Indenture or any
supplemental indenture (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its gross
negligence or bad faith. The Company also covenants to indemnify each of the
Trustee or any predecessor Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense including taxes (other than taxes based on the
income of the Trustee) incurred without gross negligence or bad faith on the
part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim of
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The obligations of the Company under this Section 6.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(d), Section
5.01(e) or Section 5.01(f), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture.

         SECTION 6.07. Officers' Certificate as Evidence.

                  Except as otherwise provided in Sections 6.01 and 6.02,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken
or omitted by it under the provisions of this Indenture upon the faith thereof.

         SECTION 6.08. Conflicting Interest of Trustee.

                  If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.
<PAGE>   42
         SECTION 6.09. Eligibility of Trustee.

                  The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia or a corporation
or other Person permitted to act as trustee by the Commission authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal, state, territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.09 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

                  The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

                  In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

         SECTION 6.10. Resignation or Removal of Trustee.

                  (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Securities by giving written notice of such resignation to the Company and by
mailing notice thereof to the holders of the applicable series of Securities at
their addresses as they shall appear on the Security register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument,
in duplicate, executed under the authority of a Board Resolution, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed with
respect to any series of Securities and have accepted appointment within 30 days
after the mailing of such notice of resignation to the affected Securityholders,
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.09, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

                  (b) In case at any time any of the following shall occur:
<PAGE>   43
                  (1)      the Trustee shall fail to comply with the provisions
                           of subsection (a) of Section 6.08 after written
                           request therefor by the Company or by any
                           Securityholder who has been a bona fide holder of a
                           Security or Securities for at least six months, or

                  (2)      the Trustee shall cease to be eligible in accordance
                           with the provisions of Section 6.09 and shall fail to
                           resign after written request therefor by the Company
                           or by any such Securityholder, or

                  (3)      the Trustee shall become incapable of acting, or
                           shall be adjudged a bankrupt or insolvent, or a
                           receiver of the Trustee or of its property shall be
                           appointed, or any public officer shall take charge or
                           control of the Trustee or of its property or affairs
                           for the purpose of rehabilitation, conservation or
                           liquidation, then, in any such case, the Company may
                           remove the Trustee and appoint a successor trustee by
                           written instrument, in duplicate, executed under the
                           authority of a Board Resolution, one copy of which
                           instrument shall be delivered to the Trustee so
                           removed and one copy to the successor trustee, or,
                           subject to the provisions of Section 5.09, any
                           Securityholder who has been a bona fide holder of a
                           Security or Securities of the applicable series for
                           at least six months may, on behalf of himself and all
                           others similarly situated, petition any court of
                           competent jurisdiction for the removal of the Trustee
                           and the appointment of a successor trustee. Such
                           court may thereupon, after such notice, if any, as it
                           may deem proper and prescribe, remove the Trustee and
                           appoint a successor trustee.

                  (c) The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and nominate a successor trustee with
respect to the applicable series of Securities or all series, as the case may
be, which shall be deemed appointed as successor trustee with respect to the
applicable series unless within 10 days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Securityholder of
the applicable series, upon the terms and conditions and otherwise as in
subsection (a) of this Section 6.10 provided, may petition any court of
competent jurisdiction for an appointment of a successor trustee with respect to
such series.

                  (d) Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section 6.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.11.

         SECTION 6.11. Acceptance by Successor Trustee.
<PAGE>   44
                  Any successor trustee appointed as provided in Section 6.10
shall execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee with respect to all or any
applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to such series of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor trustee,
the trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring trustee thereunder. Upon
request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

                  No successor trustee shall accept appointment as provided in
this Section 6.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 6.11, the Company shall mail notice of the succession
of such trustee hereunder to the holders of Securities at their addresses as
they shall appear on the Security register. If the Company fails to mail such
notice within 10 days after the acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Company.

         SECTION 6.12. Succession by Merger, etc.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, however, that the Trustee must
continue to abide by the terms of Section 6.09.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such successor to
the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Securities so authenticated; and in case at that time
any of the Securities of any series shall not have been authenticated, any
successor to the Trustee may authenticate such
<PAGE>   45
Securities either in the name of any predecessor hereunder or in the name of the
successor trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Securities of such series or in this Indenture
provided that the certificate of the Trustee shall have; provided, however, that
the right to adopt the certificate of authentication of any predecessor Trustee
or authenticate Securities of any series in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

         SECTION 6.13. Limitation on Rights of Trustee as a Creditor.

                  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b)
of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.

         SECTION 6.14. Authenticating Agents.

                  There may be one or more Authenticating Agents appointed by
the Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Securities of any
series issued upon exchange or transfer thereof as fully to all intents and
purposes as though any such Authenticating Agent had been expressly authorized
to authenticate and deliver Securities of such series; provided, however, that
the Trustee shall have no liability to the Company for any acts or omissions of
the Authenticating Agent with respect to the authentication and delivery of
Securities of any series. Any such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States or
of any state or territory thereof or of the District of Columbia authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of at least $5,000,000 and being subject to supervision or examination
by federal, state, territorial or District of Columbia authority. If such
corporation publishes reports of condition at least annually pursuant to law or
the requirements of such authority, then for the purposes of this Section 6.14
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect herein specified in this Section.

                  Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate trust business of any Authenticating Agent, shall be the successor of
such Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.14 without the execution or filing of any paper or
any further act on the part of the parties hereto or such Authenticating Agent.
<PAGE>   46
                  Any Authenticating Agent may at any time resign with respect
to one or more or all series of Securities by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent with respect to one or more or
all series of Securities by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent with respect to the applicable series eligible
under this Section 6.14, shall give written notice of such appointment to the
Company and shall mail notice of such appointment to all holders of the
applicable series of Securities as the names and addresses of such holders
appear on the Security register. Any successor Authenticating Agent with respect
to all or any series upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities with respect to such
series of its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein.

                  The Company agrees to pay to any Authenticating Agent from
time to time reasonable compensation for its services. Any Authenticating Agent
shall have no responsibility or liability for any action taken by it as such in
accordance with the directions of the Trustee.

                  If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:

                  This is one of the Securities of the series designated therein
referred to in the within mentioned Indenture.

                                   IBJ SCHRODER BANK & TRUST COMPANY
                                   As Trustee

                                   By:_____________________________________
                                           As Authenticating Agent


                                   By:______________________________________
                                           Authorized Officer
<PAGE>   47
                                  ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.01. Action by Securityholders.

                  Whenever in this Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Securities of any or
all series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article Eight, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

                  If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent, waiver or
other action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

         SECTION 7.02. Proof of Execution by Securityholders.

                  Subject to the provisions of Section 6.01, 6.02 and 8.05,
proof of the execution of any instrument by a Securityholder or his agent or
proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Securities shall be proved by the
Security register or by a certificate of the Security registrar. The Trustee may
require such additional proof of any matter referred to in this Section as it
shall deem necessary.
<PAGE>   48
                  The record of any Securityholders' meeting shall be proved in
the manner provided in Section 8.06.

         SECTION 7.03. Who Are Deemed Absolute Owners.

                  Prior to due presentment for registration of transfer of any
Security, the Company, the Trustee, any Authenticating Agent, any paying agent,
any transfer agent and any Security registrar may deem the Person in whose name
such Security shall be registered upon the Security register (including a
Depositary in the case of a Global Security) to be, and may treat such person
as, the absolute owner of such Security (whether or not such Security shall be
overdue) for the purpose of receiving payment of or on account of the principal
of, premium, if any, and interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any Authenticating Agent nor any
paying agent nor any transfer agent nor any Security registrar shall be affected
by any notice to the contrary. All such payments so made to any holder for the
time being or upon his order shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

         SECTION 7.04. Securities Owned by Company Deemed Not Outstanding.

                  In determining whether the holders of the requisite aggregate
principal amount of Securities have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or any
other obligor on the Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Securities shall be disregarded and deemed
not to be outstanding for the purpose of any such determination; provided,
however, that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver, only Securities
which the Trustee actually knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section 7.04 if the pledgee shall establish
to the satisfaction of the Trustee the pledgee's right to vote such Securities
and that the pledgee is not the Company or any such other obligor or person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In the case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

         SECTION 7.05. Revocation of Consents; Future Holders Bound.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of Securities specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial
<PAGE>   49
number of which is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.


                                  ARTICLE EIGHT
                            SECURITYHOLDERS' MEETINGS

         SECTION 8.01. Purposes of Meetings. A meeting of Securityholders of
any or all series may be called at any time and from time to time pursuant to
the provisions of this Article Eight for any of the following purposes:

                  (a) to give any notice to the Company or to the Trustee, or to
         give any directions to the Trustee, or to consent to the waiving of any
         default hereunder and its consequences, or to take any other action
         authorized to be taken by Securityholders pursuant to any of the
         provisions of Article Five;

                  (b) to remove the Trustee and nominate a successor trustee
         pursuant to the provisions of Article Six;

                  (c) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 9.02; or

                  (d) to take any other action authorized to be taken by or on
         behalf of the holders of any specified aggregate principal amount of
         such Securities under any other provision of this Indenture or under
         applicable law.

         SECTION 8.02. Call of Meetings by Trustee.

                  The Trustee may at any time call a meeting of Securityholders
of any or all series to take any action specified in Section 8.01, to be held at
such time and at such place in New York, New York, as the Trustee shall
determine. Notice of every meeting of the Securityholders of any or all series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed to holders of
Securities of each series affected
<PAGE>   50
at their addresses as they shall appear on the Securities register of each
series affected. Such notice shall be mailed not less than 20 nor more than 180
days prior to the date fixed for the meeting.

         SECTION 8.03. Call of Meetings by Company or Securityholders.

                  In case at any time the Company pursuant to a resolution of
the Board of Directors, or the holders of at least 10% in aggregate principal
amount of the Securities of any or all series, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of
Securityholders of any or all series, as the case may be, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such Securityholders
may determine the time and the place in said Borough of Manhattan for such
meeting and may call such meeting to take any action authorized in Section 8.01,
by mailing notice thereof as provided in Section 8.02.

         SECTION 8.04. Qualifications for Voting.

                  To be entitled to vote at any meeting of Securityholders a
person shall (a) be a holder of one or more Securities with respect to which the
meeting is being held or (b) a person appointed by an instrument in writing as
proxy by a holder of one or more such Securities. The only persons who shall be
entitled to be present or to speak at any meeting of Securityholders shall be
the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         SECTION 8.05. Regulations.

                  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Securities and
of the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

                  Subject to the provisions of Section 7.04 and unless otherwise
provided in an indenture supplemental hereto, at any meeting each holder of
Securities with respect to which such
<PAGE>   51
meeting is being held or proxy therefor shall be entitled to one vote for each
$1,000 principal amount (in the case of Original Issue Discount Securities, such
principal amount to be determined as provided in the definition "outstanding")
of Securities held or represented by such holder; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Securities held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Securityholders. Any
meeting of Securityholders duly called pursuant to the provisions of Section
8.02 or 8.03 may be adjourned from time to time by a majority of those present,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

         SECTION 8.06. Voting.

                  The vote upon any resolution submitted to any meeting of
holders of Securities with respect to which such meeting is being held shall be
by written ballots on which shall be subscribed the signatures of such holders
or of their representatives by proxy and the serial number or numbers of the
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that the notice was mailed as provided in Section 8.02. The record
shall show the serial numbers of the Securities voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.
<PAGE>   52
                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. Supplemental Indentures without Consent of
Securityholders.

                  The Company and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Securityholders, for one or more of the following purposes:

                  (a) to evidence the succession of another corporation to the
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         pursuant to Article Ten hereof;

                  (b) to add to the covenants of the Company such further
         covenants, restrictions or conditions for the protection of the holders
         of all or any series of Securities (and, if such covenants are to be
         for the benefit of less than all series of Securities, stating that
         such covenants are expressly being included for the benefit of such
         series) as the Company and the Trustee shall consider to be for the
         protection of the holders of such Securities, and to make the
         occurrence, or the occurrence and continuance, of a default in any of
         such additional covenants, restrictions or conditions a default or an
         Event of Default permitting the enforcement of all or any of the
         several remedies provided in this Indenture as herein set forth;
         provided, however, that in respect of any such additional covenant,
         restriction or condition such supplemental indenture may provide for a
         particular period of grace after default (which period may be shorter
         or longer than that allowed in the case of other defaults) or may
         provide for an immediate enforcement upon such default or may limit the
         remedies available to the Trustee upon such default;

                  (c) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, or to make such other provisions in
         regard to matters or questions arising under this Indenture; provided
         that any such action shall not materially adversely affect the
         interests of the holders of the Securities;

                  (d) to qualify, or maintain the qualification of, this
         Indenture under the Trust Indenture Act;

                  (e) to evidence and provide for the acceptance of appointment
         hereunder by a successor trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
<PAGE>   53
         administration of the trusts hereunder by more than one trustee,
         pursuant to the requirements of Section 6.11;

                  (f) to make provision for transfer procedures, certification,
         book-entry provisions, the form of restricted securities legends, if
         any, to be placed on Securities and all other matters necessary,
         desirable or appropriate in connection with the issuance of Securities
         to holders of Capital Securities in the event of a distribution of
         Securities by an Interpool Capital Trust following a Dissolution Event;

                  (g) to make any change that does not adversely affect the
         rights of any Securityholder; or

                  (h) pursuant to Section 2.03, to provide for the issuance of
         and establish the form and terms and conditions of additional series of
         Securities.

                  The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to, but may in its discretion, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section 9.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

         SECTION 9.02. Supplemental Indentures with Consent of Securityholders.

                  With the consent (evidenced as provided in Section 7.01) of
the holders of not less than a majority in aggregate principal amount of each
series of the Securities at the time outstanding affected by such supplemental
indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities of such series; provided,
however, that no such supplemental indenture shall without the consent of all
the holders of the Securities of each series then outstanding and affected
thereby (i) change the fixed maturity of any Security of such series, or reduce
the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or reduce any amount payable on
redemption or prepayment thereof or change any date on which the Securities of
such series may be prepaid or make the principal thereof or any interest or
premium
<PAGE>   54
thereon payable in any coin or currency other than that provided in the
Securities, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy
pursuant to Section 5.02, or impair or affect the right of any Securityholder to
institute suit for payment thereof or the right of repayment, if any, at the
option of the holder, or modify Section 13.13, without the consent of the holder
of each Security so affected, or (ii) reduce the aforesaid percentage of
Securities of such series the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each Security
then affected; provided, further, that if the Securities of such series are held
by an Interpool Capital Trust or a trustee of such trust, such supplemental
indenture shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of such Interpool Capital Trust shall have
consented to such supplemental indenture; provided further, that if the consent
of the holder of each outstanding Security is required, such supplemental
indenture shall not be effective until each holder of the Trust Securities of
such Interpool Capital Trust shall have consented to such supplemental
indenture.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of Securityholders of such series with respect to such
covenant or provision, shall be deemed not to affect the rights under this
Indenture or the Securityholders of any other series.

                  Upon the request of the Company accompanied by a copy of a
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture. The Trustee may receive an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section 9.02, the
Trustee shall transmit by mail, first class postage prepaid, a notice, prepared
by the Company, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders of all series affected thereby as
their names and addresses appear upon the Security register. Any failure of the
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.
<PAGE>   55
                  It shall not be necessary for the consent of the
Securityholders under this Section 9.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

         SECTION 9.03. Compliance with Trust Indenture Act; Effect of
                       Supplemental Indentures.

                  Any supplemental indenture executed pursuant to the provisions
of this Article Nine shall comply with the Trust Indenture Act, as then in
effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Nine, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of each series
affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

         SECTION 9.04. Notation on Securities.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture affecting such series pursuant to the
provisions of this Article Nine may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Securities of any series then outstanding.

         SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
                       Furnished Trustee.

                  The Trustee, subject to the provisions of Sections 6.01 and
6.02, shall be entitled to receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article Nine.


                                   ARTICLE TEN
               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

         SECTION 10.01. Company May Consolidate, etc., on Certain Terms.
<PAGE>   56
                  The Company shall not consolidate with or merge into any other
Person or transfer or lease its properties and assets as an entirety or
substantially as an entirety to any Person, and the Company shall not permit any
other Person to consolidate with or merge into the Company, or convey, transfer
or lease its properties and assets as an entirety or substantially as an
entirety to the Company unless:

                  (a) either the Company shall be the continuing corporation, or
         the corporation (if other than the Company) formed by such
         consolidation or into which the Company is merged or to which the
         properties and assets of the Company substantially as an entity are
         transferred or leased shall be a corporation organized and existing
         under the laws of the United States of America or any State thereof or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, all the obligations of the Company under
         the Debentures and this Indenture; and

                  (b) immediately after giving effect to such transaction no
         Event of Default, and no event which, after notice of lapse of time or
         both, would become an Event of Default, shall have occurred and be
         continuing.

         SECTION 10.02. Successor Corporation to be Substituted for Company.

                  In case of any such consolidation, merger, conveyance or
transfer and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the due and punctual payment of the principal of and premium, if
any, and interest on all of the Securities and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, such successor corporation shall succeed
to and be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the Company thereupon shall be
relieved of any further liability or obligation hereunder or upon the
Securities. Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee or the Authenticating Agent; and, upon
the order of such successor corporation instead of the Company and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee or the Authenticating Agent shall authenticate and deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee or the Authenticating Agent for authentication,
and any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee or the Authenticating Agent for that
purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the
<PAGE>   57
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Indentures had been issued at the date of the
execution hereof.

         SECTION 10.03. Opinion of Counsel to be Given Trustee.

                  The Trustee, subject to the provisions of Sections 6.01 and
6.02, shall be entitled to receive an Opinion of Counsel as conclusive evidence
that any consolidation, merger, conveyance or transfer, and any assumption,
permitted or required by the terms of this Article Ten complies with the
provisions of this Article Ten.


                                 ARTICLE ELEVEN
                    SATISFACTION AND DISCHARGE OF INDENTURE.

         SECTION 11.01. Discharge of Indenture.

                  When (a) the Company shall deliver to the Trustee for
cancellation all Securities theretofore authenticated (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.08) and not theretofore canceled, or
(b) all the Securities not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption all of the Securities (other
than any Securities which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.08) not theretofore
canceled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to such date of maturity or
redemption date, as the case may be, but excluding, however, the amount of any
moneys for the payment of principal of, and premium, if any, or interest on the
Securities (1) theretofore repaid to the Company in accordance with the
provisions of Section 11.04, or (2) paid to any state or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect except for the provisions of Sections 2.05, 2.07, 2.08, 3.01, 3.02, 3.04,
6.06, 6.10 and 11.04 hereof shall survive until such Securities shall mature and
be paid. Thereafter, Sections 6.10 and 11.04 shall survive, and the Trustee, on
demand of the Company accompanied by any Officers' Certificate and an Opinion of
Counsel and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture, the
Company, however, hereby agreeing to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities.
<PAGE>   58
         SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be
                        Held in Trust by Trustee.

                  Subject to the provisions of Section 11.04, all moneys and
U.S. Government Obligations deposited with the Trustee pursuant to Sections
11.01 or 11.05 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its own
paying agent), to the holders of the particular Securities for the payment of
which such moneys or U.S. Government Obligations have been deposited with the
Trustee, of all sums due and to become due thereon for principal, premium, if
any, and interest.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 11.05 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the holders of outstanding Securities.

         SECTION 11.03. Paying Agent to Repay Moneys Held.

                  Upon the satisfaction and discharge of this Indenture all
moneys then held by any paying agent of the Securities (other than the Trustee)
shall, upon demand of the Company, be repaid to it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

         SECTION 11.04. Return of Unclaimed Moneys.

                  Any moneys deposited with or paid to the Trustee or any paying
agent for payment of the principal of, and premium, if any, or interest on
Securities and not applied but remaining unclaimed by the holders of Securities
for two years after the date upon which the principal of, and premium, if any,
or interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee or such paying agent on
written demand; and the holder of any of the Securities shall thereafter look
only to the Company for any payment which such holder may be entitled to collect
and all liability of the Trustee or such paying agent with respect to such
moneys shall thereupon cease.

         SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government
                        Obligations.

                  The Company shall be deemed to have been Discharged (as
defined below) from its respective obligations with respect to any series of
Securities on the 91st day after the applicable conditions set forth below have
been satisfied with respect to any series of Securities at any time after the
applicable conditions set forth below have been satisfied:
<PAGE>   59
                  (1) The Company shall have deposited or caused to be deposited
         irrevocably with the Trustee or the Defeasance Agent (as defined below)
         as trust funds in trust, specifically pledged as security for, and
         dedicated solely to, the benefit of the holders of the Securities of
         such series (i) money in an amount, or (ii) U.S. Government Obligations
         which through the payment of interest and principal in respect thereof
         in accordance with their terms will provide, not later than one day
         before the due date of any payment, money in an amount, or (iii) a
         combination of (i) and (ii), sufficient, in the opinion (with respect
         to (ii) and (iii)) of a nationally recognized firm of independent
         public accountants expressed in a written certification thereof
         delivered to the Trustee and the Defeasance Agent, if any, to pay and
         discharge each installment of principal (including any mandatory
         sinking fund payments) of, and interest and premium, if any, on, the
         outstanding Securities of such series on the dates such installments of
         principal, interest or premium are due;

                  (2) if the Securities of such series are then listed on any
         national securities exchange, the Company shall have delivered to the
         Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the
         effect that the exercise of the option under this Section 11.05 would
         not cause such Securities to be delisted from such exchange;

                  (3) no Event of Default or event which with notice or lapse of
         time would become an Event of Default with respect to the Securities of
         such series shall have occurred and be continuing on the date of such
         deposit; and

                  (4) the Company shall have delivered to the Trustee and the
         Defeasance Agent, if any, an Opinion of Counsel to the effect that
         holders of the Securities of such series will not recognize income,
         gain or loss for United States federal income tax purposes as a result
         of the exercise of the option under this Section 11.05 and will be
         subject to United States federal income tax on the same amount and in
         the same manner and at the same times as would have been the case if
         such option had not been exercised, and, in the case of the Securities
         of such series being Discharged, such opinion shall be accompanied by a
         private letter ruling to that effect received from the United States
         Internal Revenue Service or a revenue ruling pertaining to a comparable
         form of transaction to that effect published by the United States
         Internal Revenue Service.

                  "Discharged" means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Securities of such series and to have satisfied all the obligations
under this Indenture relating to the Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of holders of Securities of such series to
receive, from the trust fund described in clause (1) above, payment of the
principal of and the interest and premium, if any, on such Securities when such
payments are due; (B) the Company's obligations with respect to such
<PAGE>   60
Securities under Sections 2.07, 2.08, 5.02 and 11.04; and (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder.

                  "Defeasance Agent" means another financial institution which
is eligible to act as Trustee hereunder and which assumes all of the obligations
of the Trustee necessary to enable the Trustee to act hereunder. In the event
such a Defeasance Agent is appointed pursuant to this section, the following
conditions shall apply:

                  (1)      The Trustee shall have approval rights over the
                           document appointing such Defeasance Agent and the
                           document setting forth such Defeasance Agent's rights
                           and responsibilities;

                  (2)      The Defeasance Agent shall provide verification to
                           the Trustee acknowledging receipt of sufficient money
                           and/or U.S. Government Obligations to meet the
                           applicable conditions set forth in this Section
                           11.05; and

                  (3)      The Trustee shall determine whether the Company shall
                           be deemed to have been Discharged from its respective
                           obligations with respect to any series of Securities.


                                 ARTICLE TWELVE
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS


         SECTION 12.01. Indenture and Securities Solely Corporate Obligations

                  No recourse for the payment of the principal of or premium, if
any, or interest on any Security, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any supplemental indenture, or
in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation of the Company, either directly or through the Company or any
successor corporation of the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture or any supplemental indenture and the issue of the
Securities.
<PAGE>   61
                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. Successors.

                  All the covenants, stipulations, promises and agreements in
this Indenture contained by the Company shall bind its successors and assigns
whether so expressed or not.

         SECTION 13.02. Official Acts by Successor Corporation.

                  Any act or proceeding by any provision of this Indenture or
any supplemental indenture authorized or required to be done or performed by any
board, committee or officer of the Company shall and may be done and performed
with like force and effect by the like board, committee or officer of any
corporation that shall at the time be the lawful sole successor of the Company.

         SECTION 13.03. Surrender of Company Powers.

                  The Company by instrument in writing executed by appropriate
authority of its Board of Directors and delivered to the Trustee may surrender
any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company, as the case may be, and as
to any successor corporation.

         SECTION 13.04. Addresses for Notices, etc.

                  Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Securities on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the purpose)
to the Company, Interpool, Inc., 211 College Road East, Princeton, New Jersey
08540, Attention: Chief Executive Officer. Any notice, direction, request or
demand by any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
office of the Trustee, addressed to the Trustee, One State Street, New York, New
York 10004, Attention: Corporate Trust Department.

         SECTION 13.05. Governing Law.

                  This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of said State,
without regard to conflicts of laws principles thereof.
<PAGE>   62
         SECTION 13.06. Evidence of Compliance with Conditions Precedent.

                  Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that in the
opinion of the signers all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

                  Each certificate or opinion of the Company provided for in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

         SECTION 13.07. Legal Holidays.

                  In any case where the date of payment of interest on or
principal of the Securities will be in New York, New York or Wilmington,
Delaware a legal holiday or a day on which banking institutions are authorized
by law to close, the payment of such interest on or principal of the Securities
need not be made on such date but may be made on the next succeeding Business
Day, with the same force and effect as if made on the date of payment and no
interest shall accrue for the period from and after such date.

         SECTION 13.08. Trust Indenture Act to Control.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included in this Indenture by any of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939, such required provision
shall control from and after the date on which this Indenture is qualified under
the Trust Indenture Act.

         SECTION 13.09. Table of Contents, Headings, etc.

                  The table of contents and the titles and headings of the
articles and sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.
<PAGE>   63
         SECTION 13.10. Execution in Counterparts.

                  This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

         SECTION 13.11. Severability.

                  In case any one or more of the provisions contained in this
Indenture, any supplemental indenture or in the Securities of any series shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture, such supplemental indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

         SECTION 13.12. Assignment.

                  The Company will have the right at all times to assign any of
its respective rights or obligations under this Indenture to a direct or
indirect wholly owned Subsidiary of the Company, provided, however, that, in the
event of any such assignment, the Company will remain liable for all such
obligations. Subject to the foregoing, the Indenture is binding upon and inures
to the benefit of the parties thereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties thereto.

         SECTION 13.13. Acknowledgment of Rights.

                  The Company acknowledges that, with respect to any Securities
held by Interpool Capital Trust or a trustee of such trust, if the Property
Trustee of such Trust fails to enforce its rights under this Indenture as the
holder of the series of Securities held as the assets of Interpool Capital
Trust, any holder of Capital Securities may institute legal proceedings directly
against the Company to enforce such Property Trustee's rights under this
Indenture without first instituting any legal proceedings against such Property
Trustee or any other person or entity. Notwithstanding the foregoing, if an
Event of Default has occurred and is continuing and such event is attributable
to the failure of the Company to pay interest or principal on the applicable
series of Securities on the date such interest or principal is otherwise payable
(or in the case of redemption, on the redemption date), the Company acknowledges
that a holder of Capital Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
applicable series of Securities having a principal amount equal to the aggregate
liquidation amount of the Capital Securities of such holder on or after the
respective due date specified in the applicable series of Securities.
<PAGE>   64
                                ARTICLE FOURTEEN
                            REDEMPTION OF SECURITIES

         SECTION 14.01. Applicability of Article.

                  The provisions of this Article shall be applicable to the
Securities of any series which are redeemable or prepayable before their stated
maturity except as otherwise specified as contemplated by the terms of the
Securities of such series. All references to redemption in this Article Fourteen
shall apply equally to a prepayment of Securities.

         SECTION 14.02. Notice of Redemption; Selection of Securities.

                  In case the Company shall desire to exercise the right to
redeem all, or, as the case may be, any part of the Securities of any series in
accordance with their terms, it shall fix a date for redemption and shall mail a
notice of such redemption at least 30 and not more than 60 days prior to the
date fixed for redemption to the holders of Securities of such series so to be
redeemed as a whole or in part at their last addresses as the same appear on the
Security register. Such mailing shall be by first class mail. The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the holder receives such notice. In any case, failure
to give such notice by mail or any defect in the notice to the holder of any
Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security
of such series.

                  Each such notice of redemption shall specify the CUSIP number
of the Securities to be redeemed, the date fixed for redemption, the redemption
price at which Securities of such series are to be redeemed, the place or places
of payment, that payment will be made upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. If less than all
the Securities of such series are to be redeemed the notice of redemption shall
specify the numbers of the Securities of that series to be redeemed. In case any
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of that series in principal amount equal
to the unredeemed portion thereof will be issued. Notwithstanding the foregoing,
such notice shall not be required to state the redemption price where such price
may not otherwise be determined at the time of the giving of such notice in
accordance with the terms of the applicable supplemental indenture or Officers'
Certificate providing for the issuance of the series of securities to be
redeemed, in which event a second notice shall be provided stating such
redemption price at the earliest practicable time following its determination.
<PAGE>   65
                  Prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more paying agents an amount of money sufficient to
redeem on the redemption date all the Securities so called for redemption at the
appropriate redemption price, together with accrued interest to the date fixed
for redemption.

                  If all, or less than all, the Securities of a series are to be
redeemed, the Company will give the Trustee notice not less than 45 nor more
than 60 days, respectively, prior to the redemption date as to the aggregate
principal amount of Securities of that series to be redeemed. In the event that
fewer than all the outstanding Securities of such series are to be redeemed, the
Securities to be redeemed shall be redeemed pro rata from each Holder of
Securities of such series, it being understood that, in respect of Securities
registered in the name of and held of record by the Depositary or its nominee
(or any successor Depositary or its nominee) or any nominee, the distribution of
the proceeds of such redemption will be made to the Depositary and disbursed by
such Depositary in accordance with the procedures applied by such agency or
nominee.

         SECTION 14.03. Payment of Securities Called for Redemption.

                  If notice of redemption has been given as provided in Section
14.02, the Securities or portions of Securities of the series with respect to
which such notice has been given shall become due and payable on the date and at
the place or places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities of any series so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities at a place of payment specified in said notice, the said Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon to the
date fixed for redemption.

                  Upon presentation of any Security of any series redeemed in
part only, the Company shall execute and the Trustee shall authenticate and make
available for delivery to the holder thereof, at the expense of the Company, a
new Security or Securities of such series of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.


                                 ARTICLE FIFTEEN
                           SUBORDINATION OF SECURITIES

         SECTION 15.01. Agreement to Subordinate.
<PAGE>   66
                  The Company covenants and agrees, and each holder of
Securities issued hereunder and under any supplemental indenture or by any
resolutions by the Board of Directors ("Additional Provisions") by such
Securityholder's acceptance thereof likewise covenants and agrees, that all
Securities shall be issued subject to the provisions of this Article Fifteen;
and each holder of a Security, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.

                  The payment by the Company of the principal of, premium, if
any, and interest on all Securities issued hereunder and under any Additional
Provisions shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company, whether outstanding at the date of this
Indenture or thereafter incurred.

                  No provision of this Article Fifteen shall prevent the
occurrence of any default or Event of Default hereunder.

         SECTION 15.02. Default on Senior Indebtedness.

                  In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment due
on any Senior Indebtedness of the Company or in the event that the maturity of
any Senior Indebtedness of the Company has been accelerated (because of a
default, a judicial proceeding or otherwise), then, in either case, no payment
shall be made by the Company with respect to the principal (including redemption
payments) of, or premium, if any, or interest on the Securities until the Senior
Indebtedness is repaid in full.

                  In the event of the acceleration of the maturity of the
Securities, no payment shall be made by the Company with respect to principal
of, or premium, if any, or interest on the Securities until all Senior
Indebtedness is repaid in full.

                  In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraphs of this Section 15.02, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness.

         SECTION 15.03. Liquidation; Dissolution; Bankruptcy.
<PAGE>   67
                  Upon any payment by the Company or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal (and premium, if any) or interest on the Securities;
and upon any such dissolution or winding-up or liquidation or reorganization,
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the
Securityholders or the Trustee would be entitled to receive from the Company,
except for the provisions of this Article Fifteen, shall be paid by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Securityholders or by the
Trustee under the Indenture if received by them or it, directly to the holders
of Senior Indebtedness of the Company (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Securityholders or to the Trustee.

                  In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by
the Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

                  For purposes of this Article Fifteen, the words "cash,
property or securities" shall not be deemed to include shares of stock of the
Company as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article
Fifteen with respect to the Securities to the payment of all Senior Indebtedness
of the Company, as the case may
<PAGE>   68
be, that may at the time be outstanding, provided that (i) such Senior
Indebtedness is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company with, or
the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article Ten of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 15.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article Ten of this Indenture. Nothing in Section 15.02 or in this Section
15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.05 of this Indenture.

         SECTION 15.04. Subrogation.

                  Subject to the payment in full of all Senior Indebtedness of
the Company, the rights of the Securityholders shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or distributions
of cash, property or securities of the Company, as the case may be, applicable
to such Senior Indebtedness until the principal of (and premium, if any) and
interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders or
the Trustee (except as otherwise provided in Section 5.03) would be entitled
except for the provisions of this Article Fifteen, and no payment over pursuant
to the provisions of this Article Fifteen to or for the benefit of the holders
of such Senior Indebtedness by Securityholders or the Trustee, shall, as between
the Company, its creditors other than holders of Senior Indebtedness of the
Company, and the holders of the Securities, be deemed to be a payment by the
Company to or on account of such Senior Indebtedness. It is understood that the
provisions of this Article Fifteen are and are intended solely for the purposes
of defining the relative rights of the holders of the Securities, on the one
hand, and the holders of such Senior Indebtedness on the other hand.

                  Nothing contained in this Article Fifteen or elsewhere in this
Indenture, any supplemental indenture or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness of the Company, and the holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Securities the principal of (and premium, if any) and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
holders of the Securities and creditors of the Company, as the case may be,
other than the holders of Senior Indebtedness of the Company, as the case may
be, nor shall anything herein or therein prevent the Trustee or the holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under the Indenture, subject to the
<PAGE>   69
rights, if any, under this Article Fifteen of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company, as the
case may be, received upon the exercise of any such remedy.

                  Upon any payment or distribution of assets of the Company
referred to in this Article Fifteen, the Trustee, subject to the provisions of
Article Six of this Indenture, and the Securityholders shall be entitled to
conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders, for
the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, as the case may be, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Fifteen.

         SECTION 15.05. Trustee to Effectuate Subordination.

                  Each Securityholder by such Securityholder's acceptance
thereof authorizes and directs the Trustee on such Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Fifteen and appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

         SECTION 15.06. Notice by the Company.

                  The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Fifteen. Notwithstanding
the provisions of this Article Fifteen or any other provision of this Indenture
or any supplemental indenture, the Trustee shall not be charged with knowledge
of the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article Fifteen, unless and until a Responsible Officer of
the Trustee shall have received written notice thereof from the Company or a
holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Article Six of this Indenture, shall be entitled in all respects
to assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 15.06 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
<PAGE>   70
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

                  The Trustee, subject to the provisions of Article Six of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company, as the case may be (or a trustee on behalf of such
holder), to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Fifteen, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Fifteen, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

         SECTION 15.07. Rights of the Trustee; Holders of Senior Indebtedness.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article Fifteen in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.

                  With respect to the holders of Senior Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article Fifteen,
and no implied covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of Article Six of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to
Securityholders, the Company or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this Article
Fifteen or otherwise.

                  Nothing in this Article Fifteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06.

         SECTION 15.08. Subordination May Not Be Impaired.

                  No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired
<PAGE>   71
by any act or failure to act on the part of the Company, as the case may be, or
by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company, as the case may be, with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof that any such
holder may have or otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article
Fifteen or the obligations hereunder of the holders of the Securities to the
holders of such Senior Obligations, do any one or more of the following: (i)
change the manner, place or terms of payment or extend the time of payment of,
or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in
any manner such Senior Indebtedness or any instrument evidencing the same or any
agreement under which such Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Indebtedness; (iii) release any Person liable in
any manner for the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company, as the case may be, and
any other Person.

                  IBJ Schroder Bank & Trust Company hereby accepts the trust in
this Indenture declared and provided, upon the terms and conditions hereinabove
set forth.
<PAGE>   72
                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed by their respective authorized officers, as of the
day and year first above written.


                                   INTERPOOL, INC.

                                   By   _________________________
                                   Name:
                                   Title:



                                   IBJ SCHRODER BANK & TRUST COMPANY,
                                   as Trustee


                                   By   _________________________
                                   Name:
                                   Title:
<PAGE>   73
                                STATE OF NEW YORK
                               COUNTY OF NEW YORK

                  On the __ day of January, 1997, before me personally came
_____, to me known, who, being by me duly sworn, did depose and say that he
resides at ____________, ______________; that he is a _____________ of
Interpool, Inc., one of the parties described in and which executed the above
instrument; and that he signed his name thereto by authority of the board of
directors of such corporation.


                                  Notary Public

                                 [NOTARIAL SEAL]





                                STATE OF NEW YORK
                               COUNTY OF NEW YORK

                  On the __ day of January, 1997, before me personally came
_____, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________; that he is an _________ of IBJ Schroder Bank & Trust
Company, one of the parties described in and which executed the above
instrument; and that such execution was by authority of the board of directors
of said corporation.



                                  Notary Public

                                 [NOTARIAL SEAL]