CREDIT AND SECURITY AGREEMENT

# Dated September 9,
2005,

# by and among

INTERPOOL, INC.

# and

TRAC LEASE, INC.,
as the Borrowers,

# the Lenders referred to
herein,

# and

NATIONAL CITY BANK,
as Agent

# Table of Contents

PAGE

|ARTICLE I DEFINITIONS | 1
|--------------------- | -

| | Section 1.1
Section 1.2
Section 1.3 | Definitions
General
Other Definitions and Provisions | 1
24
24
| | ----------------------------------- | ---------------------------------------------------- | -------

|ARTICLE II REVOLVING CREDIT FACILITY | 25
|------------------------------------ | --

| | Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5
Section 2.6
Section 2.7
Section 2.8
Section 2.9
Section 2.10 | Loans
Procedure for Advances
Repayment of Loans
Notes
Permanent Reduction of the Aggregate Commitment
Swing Line Loans
Termination of Credit Facility
Use of Proceeds
Joint and Several Obligations
Incremental Commitment Increase | 25
26
27
27
28
29
30
30
30
30
| | ------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------

|ARTICLE III LETTER OF CREDIT FACILITY | 31
|------------------------------------- | --

| | Section 3.1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
Section 3.9
Section 3.10 | L/C Commitment
Terms of Letters of Credit
Cash Collateral for Letters of Credit
Procedure for Issuance of Letters of Credit
Commissions and Other Charges
L/C Participations
Reimbursement Obligation of the Borrowers
Obligations Absolute
General Terms of Documentary Letters of Credit
Effect of Application | 31
31
32
33
33
33
34
35
35
37
| | ------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------

|ARTICLE IV GENERAL LOAN PROVISIONS | 37
|---------------------------------- | --

| | Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 4.8
Section 4.9
Section 4.10
Section 4.11
Section 4.12 | Interest
Notice and Manner of Conversion or Continuation of Loans
Fees
Manner of Payment
Credit of Payments and Proceeds
Adjustments
Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Agent
Changed Circumstances
Indemnity
Capital Requirements
Taxes
Replacement of Lenders | 37
38
39
39
40
40
40
41
43
43
43
45
| | -------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------

|ARTICLE V CLOSING, CONDITIONS OF CLOSING AND BORROWING | 46
|------------------------------------------------------ | --

| | Section 5.1
Section 5.2
Section 5.3 | Closing
Conditions to Closing and Initial Extensions of Credit
Conditions to All Extensions of Credit | 46
46
49
| | ----------------------------------- | ----------------------------------------------------------------------------------------------------- | --------

|ARTICLE VI COLLATERAL | 50
|--------------------- | --

| | Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6
Section 6.7
Section 6.8
Section 6.9 | Grant of Security Interest
Collateral Documentation
Performance by the Agent
Litigation Respecting Collateral
Power of Attorney
Certain Acknowledgments and Waivers by the Borrowers
Partial Releases
Substitution of Collateral
Termination of Security Interests | 50
50
51
52
52
53
54
54
55
| | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------

|ARTICLE VII REPRESENTATIONS AND WARRANTIES | 55
|------------------------------------------ | --

| | Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Section 7.6
Section 7.7
Section 7.8
Section 7.9
Section 7.10
Section 7.11
Section 7.12
Section 7.13
Section 7.14
Section 7.15
Section 7.16
Section 7.17
Section 7.18
Section 7.19
Section 7.20
Section 7.21
Section 7.22
Section 7.23 | Corporate Existence and Good Standing, Etc.
Corporate Power; Consents; Absence of Conflict with Other Agreements, Etc.
Title to Properties
Financial Statements
No Material Changes, Etc.
Litigation.
No Materially Adverse Contracts, Etc.
Compliance with Other Instruments Laws, Etc.
Tax Status
Compliance with ERISA
Environmental Matters
No Default
Patents, Copyrights, Permits, Trademarks, Licenses and Leases
Use of Proceeds
Capitalization
Subsidiaries
Holding Company and Investment Company Acts
Pension Plans
Disclosure
Title to Pledged Assets
Survival of Representations and Warranties, Etc.
Eligible Leases; Eligible Chassis
Foreign Assets Control Regulations | 55
56
56
56
56
57
57
57
57
57
57
59
59
59
59
59
59
60
60
60
60
60
60
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------

|ARTICLE VIII FINANCIAL INFORMATION AND NOTICES | 61
|---------------------------------------------- | --

| | Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5 | Financial Statements and Projections
Certificates
Other Reports
Notice of Litigation and Other Matters
Accuracy of Information | 61
62
62
62
63
| | ----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | --------------

|ARTICLE IX AFFIRMATIVE COVENANTS | 63
|-------------------------------- | --

| | Section 9.1
Section 9.2
Section 9.3
Section 9.4
Section 9.5
Section 9.6
Section 9.7
Section 9.8
Section 9.9
Section 9.10
Section 9.11
Section 9.12
Section 9.13
Section 9.14
Section 9.15
Section 9.16
Section 9.17
Section 9.18
Section 9.19 | Punctual Payment
Location of Office
Records and Accounts; Collateral Tracking System
Business and Corporate Existence
Payment of Taxes
Maintenance of Pledged Assets
Insurance
Inspection of Properties and Books
Licenses and Permits
Notice of Material Claims and Litigation
Further Assurances
Pension Plans
Environmental and Safety Matters
Payment of Wages
Notice of Default
OFAC
Possession of Eligible Chassis
Lease Files
Investment Company | 64
64
64
64
64
64
65
66
66
66
67
67
67
68
69
69
69
69
69
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------

|ARTICLE X FINANCIAL COVENANTS | 69
|----------------------------- | --

| | Section 10.1
Section 10.2
Section 10.3
Section 10.4 | Maximum Funded Debt to Tangible Net Worth Ratio
Minimum Tangible Net Worth
Fixed Charge Coverage Ratio
Additional Covenants | 69
69
69
70
| | --------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | -----------

|ARTICLE XI NEGATIVE COVENANTS | 70
|----------------------------- | --

| | Section 11.1
Section 11.2
Section 11.3
Section 11.4
Section 11.5
Section 11.6
Section 11.7
Section 11.8 | Liens
Distributions
Merger, Consolidation or Sale of Assets, Etc.
ERISA
Public Utility Holding Company
Transactions with Affiliates
Dispositions of Collateral
Amendment to or Waiver of Loan Documents | 70
70
70
71
71
71
71
72
| | ------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------

|ARTICLE XII DEFAULTS AND REMEDIES | 72
|--------------------------------- | --

| | Section 12.1
Section 12.2
Section 12.3 | Events of Default
Remedies
Rights and Remedies Cumulative; Non-Waiver, etc. | 72
75
77
| | -------------------------------------- | --------------------------------------------------------------------------- | --------

|ARTICLE XIII THE AGENT | 78
|---------------------- | --

| | Section 13.1
Section 13.2
Section 13.3
Section 13.4
Section 13.5
Section 13.6
Section 13.7
Section 13.8
Section 13.9 | Appointment
Delegation of Duties
Exculpatory Provisions
Reliance by the Agent
Notice of Default
Non-Reliance on the Agent and Other Lenders
Indemnification
The Agent in Its Individual Capacity
Resignation of the Agent; Successor Agent | 78
78
78
79
79
79
80
80
80
| | -------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------

|ARTICLE XIV MISCELLANEOUS | 81
|------------------------- | --

| | Section 14.1
Section 14.2
Section 14.3
Section 14.4
Section 14.5
Section 14.6
Section 14.7
Section 14.8
Section 14.9
Section 14.10
Section 14.11
Section 14.12
Section 14.13
Section 14.14
Section 14.15
Section 14.16
Section 14.17
Section 14.18
Section 14.19
Section 14.20
Section 14.21
Section 14.22
Section 14.23
Section 14.24 | Notices
Expenses; Indemnity
Set-off
Governing Law
Consent to Jurisdiction; Service of Process
Waiver of Jury Trial; Preservation of Remedies
Reversal of Payments
Injunctive Relief; Punitive Damages
Accounting Matters
Successors and Assigns
Participations
Disclosure of Information; Confidentiality
Amendments, Waivers and Consents
Agreement Controls
Covenants Independent
Survival
Counterparts
Headings
Severability
Entirety
Termination
Payment of Borrowers' Obligations
Powers of Attorney and Authorizations Irrevocable
USA Patriot Act | 81
82
82
83
83
84
84
84
85
85
87
87
88
88
88
88
89
89
89
89
89
89
89
89
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------

EXHIBITS

|Exhibit A-1
Exhibit A-2
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H | Form of Revolving Credit Note
Form of Swing Line Note
Form of Notice of Borrowing
Form of Notice of Account Designation
Form of Notice of Prepayment
Form of Notice of Conversion/Continuation
Form of Officer's Compliance Certificate
Form of Borrowing Base Certificate
Form of Assignment and Acceptance
|--------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This
CREDIT AND SECURITY AGREEMENT is dated September 9, 2005, by and among
INTERPOOL, INC., a Delaware corporation (Interpool), and TRAC LEASE,
INC., a Delaware corporation (Trac, and together with Interpool,
each individually a Borrower and individually and collectively the
Borrowers), the Lenders who are or may become a party to this
Agreement and are listed on Schedule 1 hereto, and NATIONAL CITY BANK, a
national banking association, as administrative and collateral agent for the
Lenders.

BACKGROUND

The
Borrowers have requested certain credit facilities, which the Lenders have
agreed to extend to the Borrowers on the terms and conditions of this Agreement
for use by the Borrowers to refinance certain existing indebtedness of the
Borrowers, to pay associated fees and expenses, and to finance ongoing working
capital needs, capital expenditures, and other general corporate purposes of the
Borrowers.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, and intending to be legally
bound hereby, such parties hereby agree as follows:

ARTICLE IDEFINITIONS

Section 1.1 Definitions. The following terms when used in this Agreement
shall have the meanings assigned to them below:

2004 Warrants means the warrants issued by Interpool pursuant
to a certain Securities Purchase Agreement dated as of September 14, 2004 among
Interpool and the investors signatory thereto for the purchase of 8,333.333
shares of common Equity Interests of Interpool on the terms and subject to the
conditions set forth in a Warrant Agreement dated as of September 14, 2004
between Interpool and U.S. Bank National Association, as amended.

Additional Chassis means Chassis (other than Substitute
Chassis) which are pledged to the Agent, in accordance with the terms of this
Agreement, after the date hereof.

Affiliate means, with respect to any specified Person, any
other Person (a) which directly or indirectly controls, or whose directors or
officers directly or indirectly control, or is controlled by, or is under common
control with, such specified Person, (b) which beneficially owns or holds, or
whose directors or officers beneficially own or hold, 5% or more of any class of
the Voting Stock (or, in the case of an entity that is not a Corporation, 5% of
the Equity Interest) of such specified Person, or (c) 5% or more of the Voting
Stock (or, in the case of an entity that is not a Corporation, 5% of the equity
interest) of which is owned or held by such specified Person. The term
control means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of Voting Stock, by contract, or otherwise; and
the terms controlling and controlled have meanings
correlative to the foregoing.

Agent means National City in its capacity as Agent hereunder,
and any successor thereto appointed pursuant to Section 13.9 hereof.

Agents Office means the office of the Agent specified
in or determined in accordance with the provisions of Section 14.1(c)
hereof.

Aggregate Commitment means the aggregate amount of the
Lenders Commitments hereunder, as such amount may be reduced, increased or
modified at any time or from time to time pursuant to the terms hereof. On the
Closing Date, the Aggregate Commitment shall be One Hundred Twenty-Two Million
Five Hundred Thousand Dollars ($122,500,000).

Aggregate Finance Lease Value means, as of any date of
determination, an amount equal to the sum of the Finance Lease Values of all
Eligible Leases.

Aggregate Net Book Value means, as of any date of
determination, an amount equal to the sum of the Net Book Values of all Eligible
Chassis not then subject to a Finance Lease.

Agreement means this Credit and Security Agreement including
the schedules and exhibits attached hereto, as amended, supplemented, restated
or otherwise modified.

Applicable Law means all applicable provisions of
constitutions, laws (including common laws), statutes, ordinances, rules,
treaties, conventions, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities and all orders,
injunctions, writs, awards and decrees of all courts and arbitrators.

Applicable Margin initially, means the margins set forth at
Level II in the chart below. Beginning January 1, 2006, adjustments, if any, in
the Applicable Margin shall be made by the Agent on the first (1st)
Business Day of the first calendar month after receipt by the Agent of (a) the
financial statements and accompanying Officers Compliance Certificate
delivered in accordance with
Section 8.1 hereof for the most recent fiscal quarter end (which adjustments to
Applicable Margin shall be based on the applicable level corresponding to the Funded Debt
to Tangible Net Worth Ratio set forth in the chart below); or, if applicable, or (b)
written notice from Interpool, with evidence reasonably satisfactory to the Agent, that
the issuer rating of Interpool is at least BBB- by S&P or Baa3
by Moodys (in which case the adjustment in the Applicable Margin shall be based on
Level IV below).

|Level | Funded Debt to
Tangible Net Worth Ratio | Applicable Base
Rate Margin | Applicable
LIBOR Margin | Commitment
Fee
|----- | --------------------------------------- | --------------------------- | ----------------------- | --------------

|I
II
III
IV |  3.0x 2.5x and  3.0x
 2.0x and  2.5x

 2.0x | 0.25%
0%
0%
0% | 1.625%
1.375%
1.250%
1.000% | 0.375%
0.300%
0.300%
0.250%
|----------- | ------------------------------------------------- | -------------- | --------------------------- | ---------------------------

Subject to Section 4.1(c) hereof, in the event the Borrowers fail to
deliver financial statements and the accompanying Officers Compliance
Certificate in accordance with, and within the time required by, Section
8.1 hereof, the Applicable Margin shall be set at Level I above until the
delivery of such financial statements and certificate. If the issuer rating of
Interpool falls below BBB- by S&P and Baa3 by
Moodys in any calendar month, an adjustment will be made retroactively for
such month to reflect the Applicable Margin which would otherwise be calculated
hereunder without consideration of such rating.

Application means an application, in the form specified by
the Issuing Lender from time to time, requesting the Issuing Lender to issue a
Letter of Credit.

Assignment and Acceptance shall have the meaning assigned
thereto in Section 14.10 (b)(iii) hereof.

Base Rate means, at any time, the higher of (a) the Prime
Rate and (b) the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1%.
Each change in the Base Rate shall take effect simultaneously with the
corresponding change or changes in the Prime Rate or the Federal Funds Rate.

Base
Rate Loan means any Loan bearing interest at a rate based upon the
Base Rate as provided in Section 4.1(a) hereof.

Borrower means individually, and Borrowers
means individually and collectively, Interpool, Inc., a Delaware corporation,
and Trac Lease, Inc., a Delaware corporation, together with their successors and
permitted assigns.

Borrowing Base means at any time the sum of (a) 85% of the
then Aggregate Finance Lease Value, plus(b) 80% of the then Aggregate
Net Book Value.

Borrowing Base Certificate shall have the meaning assigned
thereto in Section 8.2(b) hereof.

Business Day means (a) for all purposes other than as set
forth in clause (b) below, any day other than a Saturday, Sunday or legal
holiday on which banks in Cleveland, Ohio are open for the conduct of their
commercial banking business, and (b) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and
that is also a day for trading by and between banks in Dollar deposits in the
London interbank market.

Capitalized Lease Obligations means all obligations of
Interpool and its Consolidated Subsidiaries under Capitalized Leases, as
reflected on Interpools Consolidated balance sheet.

Capitalized Leases means any lease agreement pursuant to
which Interpool or any of its Consolidated Subsidiaries is the lessee and the
lessees obligations under which are required to be reflected as
liabilities on Interpools Consolidated balance sheet.

Casualty Item means any Eligible Chassis that has become the
subject of an Event of Loss.

Casualty Payment means, as to any Lease, any payment under
such Lease, made in connection with an Event of Loss with respect to any Pledged
Chassis subject to such Lease, that terminates all or a portion of the related
Lessees obligation to make subsequent Lease Payments pursuant to the terms
of such Lease.

Certificate of Title means, as to any Chassis, the
certificate of title, or other evidence of ownership, issued by the applicable
Governmental Authority of the jurisdiction in which title to such Chassis and
Liens thereon are registered.

Change in Control means that (a) any Person or two or more
Persons acting in concert (with the exception of (A) Interpools
shareholders Martin Tuchman, Raoul J. Witteveen and Warren Serenbetz, and (B)
members of such shareholders immediate families and related entities)
shall have (i) acquired beneficial ownership, directly or indirectly, of more
than 50% of the combined economic or voting interests in Interpool or (ii)
acquired by contract or otherwise, or entered into a contract or arrangement
that, upon consummation, will result in its or their acquisition of the power to
exercise, directly or indirectly, a controlling influence over the composition
of the board of directors or other similar management body of Interpool, or
otherwise over the management or policies of Interpool or (b) Interpool shall,
for any reason, cease to own all of the issued and outstanding Voting Stock of
Trac or otherwise cease to have a controlling influence over the composition of
the board of directors of Trac or otherwise over the management or policies of
Trac.

Chassis means the supporting frame of a non-automotive
vehicle designed to be hauled by road exclusive of any container or other
housing attached thereon, together with all substitutions, repairs,
replacements, non-severable appliances, instruments, accessories, furnishings,
other equipment, additions, parts and improvements from time to time
constituting a part thereof and all accessions thereto.

Closing Date means the date of this Agreement or such later
Business Day upon which each condition described in Sections 5.1 and 5.2
hereof shall be satisfied or waived in all respects in a manner acceptable to
the Agent, in its sole discretion.

Code means the United States Internal Revenue Code of 1986,
and the rules and regulations thereunder, each as amended, supplemented or
otherwise modified.

Collateral has the meaning assigned thereto in
Section 6.1 hereof.

Commitment means, as to any Lender, the obligation of such
Lender to make Revolving Credit Loans to, to make or participate in Swing Line
Loans to and to issue or participate in Letters of Credit issued for the account
of the Borrowers hereunder in an aggregate principal or face amount at any time
outstanding not to exceed the amount set forth opposite such Lenders name
on Schedule 1 hereto, as the same may be reduced or modified at any time
or from time to time pursuant to the terms hereof.

Commitment Percentage means, as to any Lender at any time,
the ratio of (a) the amount of the Commitment of such Lender to (b) the
Aggregate Commitment of all of the Lenders.

Consolidated means, with respect to any Person and any
specified Subsidiaries of such Person, refers to the consolidation of financial
statements of such Person and such Subsidiaries and of particular items in such
financial statements in accordance with GAAP.

Contract Payment means, with respect to any Lease, the
minimum monthly or other periodic contractual rental payment required to be made
thereunder for the use of the Pledged Chassis subject to such Lease.

Controlled Group means all trades or businesses (whether or
not incorporated) under common control that, together with any Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.

Corporation means any or all of the following, as the context
may require, corporations, limited partnerships, limited liability companies,
limited liability partnerships, joint stock associations and business trusts.

Credit Facility means the collective reference to the
Revolving Credit Facility, the L/C Facility and the Swing Line Facility.

Custodian means the Person performing the duties of the
Custodian under the Custody Agreement; initially, U.S. Bank, National
Association, a national banking association, and its successors and permitted
assigns.

Custody Agreement means that certain Custodial Agreement
dated as of the date hereof, entered into among the Custodian, the Agent and the
Borrowers, as such agreement may be amended, modified, supplemented or restated
from time to time.

Default means any of the events specified in Section
12.1 hereof which with the passage of time, the giving of notice or any
other condition, would constitute an Event of Default.

Defaulted Lease means any Lease for which: (a) any Contract
Payment (or portion more than 5% thereof) owing thereunder is more than 120 days
delinquent (measured from its contractual due date); (b) the related Lessee is
in default under any other provision of such lease not dealt with in clause (a)
and any applicable grace and/or cure period set forth in such lease has expired
and a Borrower has in accordance with its normal procedures declared such lease
to be in default; or (c) a Borrower has otherwise determined that the remaining
amounts owing by the Lessee under such lease are expected to be uncollectible.

Derivatives Obligations means all obligations of any Person
in respect of any Hedging Agreement.

Distributions means, for any period of measurement with
respect to any Corporation, any of the following: (a) the declaration or payment
of any dividend or distribution on or in respect of shares of any class of
capital stock or other ownership interests of such Corporation, except dividends
payable solely in shares of such Corporations common stock or other
ownership interests having rights similar to common stock; and (b) any other
loan, dividend or distribution for any purpose from such Corporation (however
characterized) to or for the benefit of any or all of its shareholders, whether
paid on or in respect of shares of any class of the capital stock or other
ownership interests of such Corporation or otherwise.

Dollars and $ means Dollars or such coin
or currency of the United States as at the time of payment shall be legal funds
for the payment of public and private debts in the United States.

Earnings Available for Fixed Charges means, for any rolling
four quarter period, the sum of Fixed Charges for such period plus Net Income
for such period (adjusted to account for the impact of any non-cash fair value
adjustment for the 2004 Warrants) before income taxes plus interest expenses for
such period relating to (A) Interpools 9-7/8% Junior Subordinated
Deferrable Interest Debentures due 2027 and the related 9-7/8% Capital
Securities of Interpool Capital on the consolidated balance sheet of Interpool
and its Consolidated Subsidiaries, (B) the 9.25% Convertible Redeemable Junior
Subordinated Debentures due 2022 on the consolidated balance sheet of Interpool
and its Consolidated Subsidiaries and (C) any future subordinated debt of
Interpool and its Consolidated Subsidiaries.

Eligible Assignee means, with respect to any assignment of
the rights, interest and obligations of a Lender hereunder, a Person that is at
the time of such assignment: (a) a commercial bank organized under the laws of
the United States or any state thereof, having combined capital and surplus in
excess of $500,000,000; (b) a commercial bank organized under the laws of any
other country that is a member of the Organization of Economic Cooperation and
Development, or a political subdivision of any such country, having combined
capital and surplus in excess of $500,000,000; (c) a finance company, insurance
company or other financial institution which in the ordinary course of business
extends credit of the type extended hereunder and that has total assets in
excess of $1,000,000,000; (d) a Lender hereunder (whether as an original party
to this Agreement or as the assignee of another Lender); (e) the successor
(whether by transfer of assets, merger or otherwise) to all or substantially all
of the commercial lending business of the assigning Lender; or (f) any other
Person that has been approved in writing as an Eligible Assignee by the Agent
(and, so long as no Default or Event of Default has occurred and is continuing,
the Borrowers).

Eligible Chassis means, as of any date of determination, any
Pledged Chassis which complies with the covenants set forth in this Agreement
and each of the following requirements:

(a)  Such Pledged Chassis substantially conforms to the standard
specifications used by each of the Borrowers for Chassis purchased for their own
account, for that category of Chassis and applicable industry
standards;

(b)  To any Borrowers knowledge, such Pledged Chassis is not
then the subject of an Event of Loss (or an event which, with notice and/or
lapse of time, would constitute an Event of Loss);

(c)  A Borrower has good and valid title to such Pledged Chassis, free
and clear of all Liens other than Permitted Liens and such Pledged Chassis shall
not have been satisfied, subordinated, rescinded or sold, transferred, assigned
or pledged by any Borrower to any Person other than the Agent;

(d)  The Agent has a first priority perfected security interest in
such Pledged Chassis and any Lease and, to the extent in which a security
interest can be perfected under Article 9 of the UCC, Related Assets with
respect to such Pledged Chassis (subject only to Permitted Liens);

(e)  The pledge of such Pledged Chassis and the Related Assets from a
Borrower, to the Agent does not violate any agreement to which any Borrower is a
party or by which any Borrower and/or its properties are bound;

(f)  No consent or
approval from the Lessee or other Person is required to pledge such Pledged
Chassis or the Related Assets from any Borrower to the Agent except for any such
consents or approvals that have been obtained;

(g)  Such Pledged Chassis is titled (or, if such Chassis is a new
Chassis purchased directly from the manufacturer or another seller, will be
titled) under the laws of one of the states of the United States;

(h)  Following issuance, the Certificate of Title for such Pledged
Chassis shall be held by the Custodian and reflect a Borrower as the sole owner
of such Pledged Chassis and the Agent as the sole secured party with respect to
such Pledged Chassis;

(i)  Such Pledged Chassis was not subject to any adverse selection
procedures by any Borrower in selecting such Pledged Chassis and its Related
Assets to be Pledged Assets;

(j)  Each Lessee under any Lease of such Pledged Chassis is Solvent
and is not an Affiliate of any Borrower;

(k)  Such Pledged Chassis is not then (i) on lease to a Prohibited
Person, or (ii) used in a Prohibited Jurisdiction;

(l)   Such Pledged Chassis is located within the United States of
America, Canada or Mexico;

(m)  Such Pledged Chassis is not then subject to a Defaulted
Lease;

(n)  Such Pledged Chassis is not then subject to a Finance
Lease;

(o)  The purchase price paid by the applicable Borrower to the
manufacturer thereof did not exceed the then fair market value of such Pledged
Chassis; and

(p)  Such Pledged Chassis is subject to no Liens other than Permitted
Liens;

provided that, (A) compliance with paragraph (d) above, with respect to
perfection of the Agents security interest in such Chassis, is hereby
waived for the first sixty (60) days during which such Chassis is pledged to the
Agent as Collateral, so long as prior to the end of such period: (i) the
Borrower has delivered the related Certificate of Title (or, if such Pledged
Chassis is a Chassis purchased directly from the manufacturer or another seller,
the necessary purchase documentation) and all other necessary documentation
required by the applicable Governmental Authority to cause such Certificate of
Title, upon issuance, to reflect a Borrower as the sole owner of, and the Agent
as the sole secured party with respect to, such Chassis, to the Filing Agent and
has taken all other steps necessary for the Filing Agent to process an
application for title in the appropriate jurisdiction with the such Governmental
Authority; (ii) the Filing Agent has filed such application and has notified
Interpool in writing (which notice may be made electronically and shall, in any
case, specifically identify such Pledged Chassis) that it has done so (and a
copy of such notice has been delivered to the Agent); (iii) such application has
not been rejected or returned; and (iv) a collateral schedule indicating that
such Chassis has been pledged to the Agent shall have been received by the
Custodian, and (B) to the extent that more than five percent (5%) of all Pledged
Chassis are located in Mexico at any time, any such excess shall not be treated
as Pledged Chassis for purposes of the calculation of the Borrowing Base.

Eligible Investments means one or more of the following:

(a)  direct obligations of, and obligations fully guaranteed as to the
timely payment of principal and interest by, the United States or obligations of
any agency or instrumentality thereof when such obligations are backed by the
full faith and credit of the United States;

(b)  certificates of deposit and bankers acceptances (which
shall each have an original maturity of not more than three hundred sixty-five
(365) days) of any United States depository institution or trust company
incorporated under the laws of the United States or any State and subject to
supervision and examination by federal and/or State authorities, provided that
the long-term unsecured senior debt obligations of such depository institution
or trust company at the date of acquisition thereof have been rated at least
A-1 by S&P and P-1 by Moodys or which is
otherwise acceptable to the Agent;

(c)  commercial paper
(having original maturities of not more than two hundred seventy (270) days) of
any corporation incorporated under the laws of the United States or any State
thereof which on the date of acquisition has been rated at least A-1
by S&P and P-1 by Moodys or which is otherwise acceptable
to the Agent;

(d)  any money market fund that invests solely in Eligible
Investments;

(e)  eurodollar deposits (which shall each have an original maturity
of not more than three hundred sixty-five (365) days) of any depository
institution or trust company, provided that the long-term unsecured senior debt
obligations of such depository institution or trust company at the date of
acquisition thereof have been rated at least A-1 by S&P and
P-1 by Moodys or which is otherwise acceptable to the Agent;
and

(f)  other
obligations or securities that are acceptable to the Agent.

Eligible Leases means any Finance Lease that, as of any date
of determination, complies with the covenants set forth in this Agreement and
each of the following requirements:

(a)   Such Finance Lease is not a Defaulted Lease;

(b)  No rental payment owing pursuant to the terms of such Finance
Lease is more than ninety (90) days delinquent (measured from its contractual
due date) as of such date of determination;

(c)  Such Finance Lease is a legal, valid and binding full recourse
payment obligation of the related Lessee enforceable in accordance with its
terms (except as may be limited by applicable insolvency, bankruptcy,
moratorium, reorganization, or other similar laws affecting enforceability of
creditors rights generally and the availability of equitable remedies) and
is in full force and effect and such Finance Lease has not been satisfied,
subordinated or rescinded;

(d)  The Lessees obligations under such Lease are hell or
high water obligations that are, among other characteristics,
non-cancelable, unconditional and not subject to any right of set-off,
rescission, counterclaim, offset, reduction or recoupment except that, upon
making of a Casualty Payment under such Lease, the obligation of the related
Lessee to make Lease Payments thereunder may be reduced
accordingly;

(e)  Each Lease contains provisions requiring the Lessee to pay all
sales, use, excise, rental, property or similar taxes imposed on or with respect
to the related Pledged Chassis and to assume all risk of loss, damage, or
destruction of such Pledged Chassis, and each Lease requires the Lessee to
maintain the related Pledged Chassis in good and workable order and to obtain
and maintain liability insurance, physical damage insurance and automobile
liability insurance on such Pledged Chassis subject thereto and to name the
lessor under the Lease as a loss payee and an additional insured with respect
thereto (except as provided in Section 9.7 hereof);

(f)  The pledge by a Borrower to the Agent of a security interest in
such Finance Lease and the related Pledged Chassis will not violate the terms or
provisions of such Finance Lease or any other agreement to which any Borrower is
a party or by which they are bound;

(g)  Such Finance Lease has not been amended prior to the Closing Date
or Substitution Date, as appropriate, such that the amount of any Contract
Payment owing pursuant to the terms of such Finance Lease has been decreased, or
any other obligations of the Lessee under such Finance Lease have been
diminished, due to the related Lessees financial inability to make such
payments;

(h)  The related Lessee is Solvent and is not an Affiliate of any
Borrower;

(i)  All payments owing under such Finance Lease are required to be
made in Dollars;

(j)  Such Finance Lease provides for the acceleration of all rental
payments thereunder upon default by the Lessee;

(k)  Such Finance Lease requires that in the event of an Event of
Loss, the related Lessee must take one of the following actions: (i) restore or
repair the affected Pledged Chassis to good repair, condition and working order;
(ii) replace the Pledged Chassis with like equipment of the same or later model
in good repair, condition and working order; (iii) make a lump sum payment in an
amount that is not less than the then Finance Lease Value of the Casualty Item;
or (iv) continue to make Contract Payments on its regularly scheduled basis
despite the occurrence of an Event of Loss;

(l)  Such Finance Lease and the Pledged Chassis and Related Assets
subject to such Finance Lease are not subject to any Liens other than Permitted
Liens;

(m)  The Agent has a first priority perfected security interest in
such Finance Lease and the related Pledged Chassis and, to the extent in which a
security interest can be perfected under Article 9 of the UCC, Related Assets
with respect to such Finance Lease (subject only to Permitted Liens);

(n)  Each Pledged Chassis subject to such Finance Lease is titled (or,
if such Chassis is a new Chassis purchased directly from the manufacturer or
another seller, will be titled) under the laws of one of the states of the
United States;

(o)  Each Pledged Chassis subject to such Finance Lease is located
within the United States of America, Canada or Mexico; and

(p)  Following issuance, the Certificate of Title for the related
Pledged Chassis shall be held by the Custodian and reflect a Borrower as the
sole owner of such Pledged Chassis and the Agent as the sole secured party with
respect to such Pledged Chassis;

provided that, (A) compliance with paragraph (m) above, with respect to
perfection of the Agents security interest in such Chassis, is hereby
waived for the first sixty (60) days during which such Chassis is pledged to the
Agent as Collateral, so long as prior to the end of such period: (i) the
Borrower has delivered the related Certificate of Title (or, if such Pledged
Chassis is a Chassis purchased directly from the manufacturer or another seller,
the necessary purchase documentation) and all other necessary documentation
required by the applicable Governmental Authority to cause such Certificate of
Title, upon issuance, to reflect a Borrower as the sole owner of, and the Agent
as the sole secured party with respect to, such Chassis, to the Filing Agent and
has taken all other steps necessary for the Filing Agent to process an
application for title in the appropriate jurisdiction with the such Governmental
Authority; (ii) the Filing Agent has filed such application and has notified
Interpool in writing (which notice may be made electronically and shall, in any
case, specifically identify such Pledged Chassis) that it has done so (and a
copy of such notice has been delivered to the Agent); (iii) such application has
not been rejected or returned; and (iv) a collateral schedule indicating that
such Chassis has been pledged to the Agent shall have been received by the
Custodian, and (B) to the extent that more than five percent (5%) of all Pledged
Chassis are located in Mexico at any time, any such excess shall not be treated
as Pledged Chassis for purposes of the calculation of the Borrowing Base.

Environmental Laws means any and all United States federal,
state, local and foreign laws, statutes, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to fines, orders, injunctions, penalties,
damages, contribution, cost recovery compensation, losses or injuries resulting
from the Release or threatened Release of Hazardous Materials or to the
generation, storage, transportation, or disposal of Hazardous Materials, in any
manner applicable to Interpool or any of its Subsidiaries or any of their
respective properties, including the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous
Material Transportation Act (49 U.S.C. §1801 et seq.), the Solid Waste
Disposal Act (42 U.S.C. §6901 et seq.), the Federal Water Pollution Control
Act (33 U.S.C. §1251 et seq.), the Clean Air Act (42 U.S.C. §7401 et
seq. , the Toxic Substances Control Act (15 U.S.C. §2601 et. seq. , the
Occupational Safety and Health Act (29 U.S.C. §651 et. seq. and the
Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et.
seq.), each as amended or supplemented, and any analogous future or present
local, state and federal or foreign statutes and rules and regulations
promulgated pursuant thereto, each as in effect on the date of determination.

Equity Interests means, with respect to any Person, any and
all shares, partnership, membership, trust and other interests, participations
or other equivalents (however designated) of equity ownership interests of such
Person.

ERISA means the United States Employee Retirement Income
Security Act of 1974, and the rules and regulations thereunder, collectively, as
the same may be amended from time to time.

ERISA Affiliate means any Person who together with any
Borrower is treated as a single employer within the meaning of Section 414(b),
(c), (m) or (o) of the Code or Section 4001(b) of ERISA.

Eurodollar Reserve Percentage means, for any day, the
percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher
one-hundredth of one percent (1/100%)) which is in effect for such day as prescribed by
the Federal Reserve Board (or any successor) for determining the maximum reserve
requirement (including, without limitation, any basic, supplemental or emergency reserves)
in respect of eurocurrency liabilities or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

Event of Default means any of the events specified in
Section 12.1 hereof, provided that any requirement for passage of time, giving of
notice, or any other condition, has been satisfied.

Event of Loss means, with respect to any Pledged Chassis as
of any date of determination, any of the following events or conditions:

(a)  total loss or destruction thereof;

(b)  theft or disappearance thereof without recovery within sixty
(60) days after such theft or disappearance first becomes known to any
Borrower;

(c)  damage rendering such Pledged Chassis unfit for normal use and,
in the judgment of any Borrower, beyond repair at reasonable
cost;

(d)  any condemnation, seizure, forced sale or other taking of title
to or use of any such Pledged Chassis;

(e)  if such Pledged Chassis is then subject to the terms of a Lease,
such Pledged Chassis shall have been deemed under the terms of such Lease to
have suffered an Event of Loss (or an equivalent term);

(f)  it is then located in a Prohibited Jurisdiction; or

(g)  it is not then located within the United States of America,
Canada or Mexico,

provided, however, no Pledged Chassis shall be deemed to be subject to an Event
of Loss for so long as the Lessee continues to pay any Lease Payments with
respect to such Pledged Chassis without reduction or offset.

Existing Facility means the $15,000,000 loan from National
City to Interpool, evidenced by, inter alia, a Commercial Note dated July
15, 2004, as amended from time to time.

Extensions of Credit means, as to any Lender at any time, an
amount equal to the sum of (a) the aggregate principal amount of all Revolving
Credit Loans made by such Lender then outstanding, (b) such Lenders
Commitment Percentage of the L/C Obligations then outstanding, and (c) such
Lenders Commitment Percentage of the principal amount of the Swing Line
Loans then outstanding.

Federal Funds Rate means, the rate per annum (rounded
upwards, if necessary, to the next higher one-hundredth of one percent (1/100%))
representing the daily effective federal funds rate as quoted by the Agent and
confirmed in Federal Reserve Board Statistical Release H.15 (519) or any
successor or substitute publication selected by the Agent. If, for any reason,
such rate is not available, then Federal Funds Rate shall mean a daily rate
which is determined, in the opinion of the Agent, to be the rate at which
federal funds are being offered for sale in the national federal funds market at
9:00 a.m. (Cleveland time). Rates for weekends or holidays shall be the same as
the rate for the most immediate preceding Business Day.

Fee Letter means that certain letter agreement executed by
the Borrowers and the Agent dated April 8, 2005, as may be amended,
supplemented, modified or restated from time to time.

Filing Agent means a registered Maine titling agent, or such
other registered titling agent from a state with respect to which the Borrowers
have provided the Agent with an opinion of local counsel as to the method of
perfection of the Agents security interest in Chassis under the UCC and
motor vehicle laws of such state, both of which are to the satisfaction of the
Agent (in its reasonable discretion).

Finance Lease means any Lease of a Pledged Chassis which
provides the Lessee with the right or option to purchase such Pledged Chassis at
the expiration of the term of the Lease for a nominal price or which otherwise
satisfies the criteria for classification as a direct financing
lease as determined in accordance with GAAP, on the books and records of
Interpool.

Finance Lease Value means, with respect to each Finance Lease
as of any date of determination, an amount in Dollars equal to the Net
Investment in such Finance Lease, determined in accordance with the method
(as applied to the Leases) used to calculate the value of Net Investment
in Direct Financing Leases set forth on Interpools Consolidated
balance sheets as of December 31, 2004.

Fiscal Year means the fiscal year of the Borrowers.

Fixed Charges means, for any rolling four quarter period, the
sum of (i) interest expense (as determined in accordance with GAAP) excluding
interest expense for such period with respect to (A) Interpools 9-7/8%
Junior Subordinated Deferrable Interest Debentures due 2027 and the related
9-7/8% Capital Securities of Interpool Capital on the consolidated balance sheet
of Interpool and its Consolidated Subsidiaries, and (B) the amount representing
the 9.25% Convertible Redeemable Junior Subordinated Debentures due 2022 on the
consolidated balance sheet of Interpool and its Consolidated Subsidiaries and
(C) any future subordinated debt of Interpool and its Consolidated Subsidiaries)
plus (ii) obligations of Interpool and its Consolidated Subsidiaries as a lessee
for lease rentals on long term leases (as determined in accordance with GAAP)
for such period.

Funded Debt means all indebtedness for borrowed money with
recourse to Interpool and its Consolidated Subsidiaries, or any of them,
including purchase money mortgages, capitalized leases, conditional sales
contracts and similar title retention debt instruments (excluding any current
maturities portion of such indebtedness that becomes due within 12 months from
the date of calculation thereof). The calculation of Funded Debt shall include
all Funded Debt of Interpool and its Consolidated Subsidiaries which appears in
Interpools consolidated financial statements, plus any liabilities which
would otherwise be classified as Funded Debt of any other Person (if such Person
was a Consolidated Subsidiary), which has been guaranteed by Interpool and its
Consolidated Subsidiaries or any of them, either jointly or severally.
Funded Debt shall exclude (A) the amount representing
Interpools 9-7/8% Junior Subordinated Deferrable Interest Debentures due
2027 and the related 9-7/8% Capital Securities of Interpool Capital on the
consolidated balance sheet of Interpool and its Consolidated Subsidiaries as of
the most recently ended fiscal quarter for which financial statements are
available, (B) amount representing the 9.25% Convertible Redeemable Junior
Subordinated Debentures due 2022 on the consolidated balance sheet of Interpool
and its Consolidated Subsidiaries as of the most recently ended fiscal quarter
for which financial statements are available and (C) future subordinated debt of
Interpool and its Consolidated Subsidiaries.

GAAP means accounting principles which are (a) consistent
with the principles promulgated or adopted from time to time by the Financial
Accounting Standards Board and its predecessors, (b) generally accepted in the
United States of America, and (c) such that a certified public accountant would,
insofar as the use of accounting principles is pertinent, be in a position to
deliver an unqualified opinion as to financial statements in which such
principles have been properly applied.

Funding means Interpool Chassis Funding, LLC, a Delaware
limited liability company, and its successors and permitted assigns.

Governmental Authority means any government or political
subdivision or any agency, authority, bureau, central bank, commission,
department or instrumentality of either, or any court, tribunal, grand jury or
arbitrator, in each case whether foreign or domestic.

Guarantees by any Person means all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing, or in effect guaranteeing,
any Indebtedness, dividend or other obligation of any other Person (the primary
obligor) in any manner, whether directly or indirectly, including all
obligations incurred through an agreement, contingent or otherwise, by such
Person: (a) to purchase such Indebtedness or obligation or any property or
assets constituting security therefor; (b) to advance or supply funds (i) for
the purchase or payment of such Indebtedness or obligation, or (ii) to maintain
working capital or any other balance sheet condition or otherwise to advance or
to make available funds for the purchase or payment of such Indebtedness or
obligation; (c) to lease property or to purchase securities or other property or
services primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of the primary obligor to make payment of the
Indebtedness or obligation; or (d) otherwise to assure the owner of the
Indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purposes of all computations made under this Agreement, a
guaranty in respect of any Indebtedness for borrowed money shall be deemed to be
Indebtedness equal to the principal amount of such Indebtedness for borrowed
money which has been guaranteed, and a guaranty in respect of any other
obligation or liability or any dividend shall be deemed to be Indebtedness equal
to the maximum aggregate amount of such obligation, liability or dividend.

Hazardous Materials means any: (a) oil, petroleum or
petroleum derived substance, any drilling fluids, produced waters and other
wastes associated with the exploration, development or production of crude oil,
any flammable substances or explosives, any radioactive materials, any hazardous
wastes or substances, any toxic wastes or substances or any other materials or
pollutants which (i) pose a hazard to any property of Interpool or any of its
Subsidiaries or to Persons on or about such property or (ii) cause such property
to be in violation of any Environmental Laws; (b) asbestos in any form which is
or could become friable, urea formaldehyde foam insulation, electrical equipment
which contains any oil or electric fluid containing levels of polychlorinated
biphenyls in excess of fifty parts per million; (c) any chemical, material or
substance defined as or included in the definition of hazardous
substances, hazardous wastes, hazardous materials,
extremely hazardous waste, restricted hazardous waste, or
toxic substances or words of similar import under any applicable
local, state or federal law or under the rules and regulations adopted or
publications promulgated pursuant thereto, including Environmental Laws; or (d)
any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any Governmental Authority having jurisdiction over
Interpool or any of its Subsidiaries or any of their respective properties.

Hedging Agreement means any agreement with respect to an
interest rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity swap or equity index swap, equity option or
equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction, currency option or any
other similar transaction (including any option with respect to any of the
foregoing transactions) or any combination of the foregoing transactions, all as
amended, restated or otherwise modified.

Indebtedness means, for any Person, all obligations,
contingent or otherwise, that in accordance with GAAP should be classified on
such Persons balance sheet as liabilities, or to which reference should be
made by footnotes thereto, including in any event and whether so classified,
all: (a) obligations created, issued or incurred by such Person for borrowed
money (whether by loan, the issuance and sale of debt securities or the sale of
property to another Person subject to an agreement, contingent or otherwise, to
repurchase such property from such Person); (b) obligations of such Person to
pay the deferred purchase or acquisition price of property or services, other
than trade accounts payable (other than for borrowed money) arising, and accrued
expenses incurred, in the ordinary course of business so long as such trade
accounts payable are payable within 90 days of the date the respective goods are
delivered or the respective services are rendered; (c) indebtedness of others
secured by a Lien on the property of such Person, whether or not the respective
indebtedness so secured has been assumed by such Person; (d) obligations of such
Person in respect of letters of credit or similar instruments issued or accepted
by banks and other financial institutions for the account of such Person; (e)
Capitalized Lease Obligations of such Person; (f) the net amount of any mark to
market exposure under Derivatives Obligations of such Person; (g) without
duplication, obligations of such Person under Guarantees of Indebtedness of
others; and (h) all preferred stock issued by such Person and required by the
terms thereof to be redeemed, or for which mandatory sinking fund payments are
due, by a fixed date (but only to the extent such fixed date occurs prior to
September 9, 2011).

Intercreditor Agreement means that certain Intercreditor and
Lockbox Administration Agreement dated as of March 28, 2002, entered into among
Interpool, JPMorgan Chase Bank, Funding, Wachovia Capital Markets, LLC (f/k/a
First Union Securities, Inc.), and various Joined Parties
thereunder, including, as of the Closing Date, the Agent, as such agreement may
be amended, modified, supplemented or restated from time to time.

Interest Period shall have the meaning assigned thereto in
Section 4.1(b) hereof.

Issuing Lender means National City, in its capacity as issuer
of any Letter of Credit, or any successor thereto.

L/C Commitment means the lesser of (a) Five Million Dollars
($5,000,000) and (b) the Aggregate Commitment.

L/C Facility means the letter of credit facility established
pursuant to Article III hereof.

L/C Obligations means at any time, an amount equal to the sum
of (a) the aggregate undrawn and unexpired amount of the then outstanding
Letters of Credit and (b) the aggregate amount of Reimbursement Obligations
which have not then been reimbursed pursuant to Section 3.7 hereof.

L/C Participants means the collective reference to all the
Lenders other than the Issuing Lender.

Lease means a lease, sublease or contract (other than the
Master Lease) for use or hire of or for any Pledged Chassis, together with any
assignments thereof and any delivery and acceptance certificate therefor, any
guaranties and amendments, addendums and other modifications thereto (including
any Substitute Leases), but only to the extent such leases or contracts relate
to such Pledged Chassis.

Lease File means, with respect to each Pledged Chassis:

(a)  if subject to a Lease, the original counterpart thereof that
constitutes chattel paper for purposes of the UCC or, for any Lease
which does not constitute chattel paper, a true and complete copy of
the originally executed lease; provided, however, for any Lease executed after
the date of this Agreement, the Lease File shall contain an original counterpart
or complete copy, as applicable, no later than thirty (30) days after such Lease
is executed;

(b)  evidence or verification of an insurance policy covering such
risks and amounts and otherwise complying with the requirements of the Servicing
Standard and the related Lease for such Chassis (except where the related Lessee
is self-insured in accordance with the terms of this Agreement);

(c)   any loan or security agreement relating to such Chassis or any
Lease related thereto, together with originals of any notes, instruments or
documents relating thereto;

(d)  each receipt of acceptance by the applicable Lessee of such
Chassis, if any;

(e)  with respect to such Chassis, each guaranty of any related Lease,
if any;

(f)  each UCC financing statement which relates to such Chassis or
any related Lease or Related Assets, if any;

(g)  each amendment of any related Lease, if any; and

(h)  each assignment of any related Lease, if any.

Lease Payment means, with respect to any Lease, any Contract
Payment or other payment required to be paid by the related Lessee under such
Lease.

Lender means each Person executing this Agreement as a Lender
set forth on the signature pages hereto and each Person that hereafter becomes a
party to this Agreement as a Lender pursuant to Section 14.10 hereof.

Lending Office means, with respect to any Lender, the office
of such Lender maintaining such Lenders Commitment Percentage of the
Loans.

Lessee means a Person that is contractually obligated to make
rental and other payments under a Lease, including any guarantor of such
obligations.

Letters of Credit has the meaning assigned thereto in
Section 3.1 hereof.

LIBOR means the rate of interest per annum determined on the
basis of the rate for deposits in Dollars, in amounts substantially equal to the
amount of the LIBOR Rate Loan to which such LIBOR Rate will apply, for a period
equal to the applicable Interest Period which appears on the Telerate Page 3750
at approximately 11:00 a.m. (London time) two (2) Business Days prior to the
first day of the applicable Interest Period (rounded upwards, if necessary, to
the next higher one-hundredth of one percent (1/100%)). If, for any reason, such
rate does not appear on Telerate Page 3750, then LIBOR shall be determined by
the Agent to be the arithmetic average (rounded upwards, if necessary, to the
next higher one-hundredth of one percent (1/100%)) of the rate per annum at
which deposits in Dollars would be offered by first class banks in the London
interbank market to the Agent at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of the applicable Interest Period for a
period equal to such Interest Period and in an amount substantially equal to the
amount of the applicable LIBOR Rate Loan.

LIBOR Rate means a rate per annum (rounded upwards, if
necessary, to the next higher one-hundredth of one percent (1/100%)) determined
by the Agent pursuant to the following formula:

| | LIBOR Rate = | LIBOR
1.00 -Eurodollar Reserve Percentage
| | ------------ | -----------------------------------------

LIBOR Rate Loan means any Loan bearing interest at a rate
based upon the LIBOR Rate as provided in Section 4.1(a) hereof.

Lien means any mortgage, pledge, security interest, lien or
other charge or encumbrance, including the lien or retained security title of a
conditional vendor, upon or with respect to any property or assets.

Loan means, individually, any Revolving Credit Loan or Swing
Line Loan and Loans means, collectively, all of such Loans.

Loan Documents means, collectively, this Agreement, the
Notes, the Custody Agreement, the Lockbox Agreement, the Intercreditor
Agreement, the Master Lease, any Secured Hedging Agreement and each other
document, instrument, certificate and agreement executed and delivered by any
Borrower or any Subsidiary of any Borrower in connection with this Agreement or
otherwise referred to herein or contemplated hereby, all as may be amended,
supplemented, restated or otherwise modified from time to time.

Lockbox Agreement means that certain Lockbox Agreement dated
as of March 28, 2002, entered into among Interpool, JPMorgan Chase Bank,
Funding, Wachovia Capital Markets, LLC (f/k/a First Union Securities, Inc.), and
various Joined Parties thereunder, including, as of the Closing
Date, the Agent, as such agreement may be amended, modified, supplemented or
restated from time to time.

Master Lease means that certain Master Lease Agreement, dated
as of September 9, 2005, between the Interpool and Trac.

Materially Adverse Effect means, any act, omission, event or
undertaking which would, singly or in the aggregate, have a materially adverse
effect upon (a) the business, assets, properties, liabilities, condition
(financial or otherwise), or results of operations of Interpool and its
Subsidiaries, taken as a whole, or of any Borrower considered individually, (b)
upon the respective ability of any Borrower to perform any obligations under
this Agreement or under any other Loan Document to which it is a party, or (c)
the legality, validity, binding effect or enforceability or the ability of the
Agent to enforce any rights or remedies under or in connection with any Loan
Document; in any case, whether resulting from any single act, omission,
situation, status, event, or undertaking, together with other such acts,
omissions situations, statuses, events, or undertakings.

Moodys means Moodys Investors Service,
Inc.

National City means National City Bank, a national banking
association and its successors.

Net Book Valuemeans, with respect to any Eligible
Chassis, the Original Equipment Cost of such Chassis less accumulated
depreciation calculated based on (a) straight-line depreciation over 22.5 years
with a remaining residual value of $2,600 at the end of such period, or (b) any
other depreciation method used by the Borrowers which is more conservative than
the depreciation policy outlined in clause (a) (i.e. more conservative policy in
terms of greater annual depreciation or a lower remaining residual value) and of
which the Agent has received prior written notice.

Net Income means, for any fiscal period of any Person, the
consolidated net income of such Person and its Subsidiaries for such period
determined in accordance with GAAP.

Notes means collectively the Revolving Credit Notes and the
Swing Line Note and Note means any of such Notes.

Notice of Account Designation shall have the meaning assigned
thereto in Section 2.2(c) hereof.

Notice of Borrowing shall have the meaning assigned thereto
in Section 2.2(a) hereof.

Notice of Conversion/Continuation shall have the meaning
assigned thereto in Section 4.2 hereof.

Notice of Prepayment shall have the meaning assigned thereto
in Section 2.3(c) hereof.

Obligations means, in each case, whether now in existence or
hereafter arising: (a) the principal of and interest on (including, without
limitation, interest accruing after the filing of any bankruptcy or similar
petition) the Loans; (b) the L/C Obligations; (c) all Derivatives Obligations
owing by any Borrower under any Secured Hedging Agreement; and (d) all other
fees, expenses and commissions (including, without limitation, attorneys
fees), charges, indebtedness, loans, liabilities, financial accommodations,
obligations, covenants and duties owing by the Borrowers to the Lenders or the
Agent, of every kind, nature and description, direct or indirect, absolute or
contingent, due or to become due, contractual or tortious, liquidated or
unliquidated, that relate to any Note, any Letter of Credit or any of the other
Loan Documents or the Fee Letter.

Officers Compliance Certificate shall have the meaning
assigned thereto in Section 8.2(a) hereof.

Original Equipment Cost means, with respect to any Chassis,
an amount equal to the sum of (a) the vendors or manufacturers
invoice price, including tires, plus (b) reasonable and customary out-of-pocket
direct costs related to inspection, transport and initial positioning necessary
to put such Chassis in its initial service; provided, however, that, in no event
shall the amounts described in clause (b) include any allocated overhead
expenses of the Borrowers.

Other Taxes shall have the meaning assigned thereto in
Section 4.11(b) hereof.

Patriot Act means the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Public Law 107-56), and the rules and regulations thereunder, each as amended,
supplemented or otherwise modified.

PBGC means the Pension Benefit Guaranty Corporation created
by ERISA or any Governmental Authority succeeding to any or all of the functions
of the Pension Benefit Guaranty Corporation.

Permitted Liens means, with respect to any Collateral, any of
the following: (a) Liens for taxes, assessments, levies, fees and other
governmental and similar charges not yet due and payable or being contested in
good faith and for amounts not past due; (b) mechanics,
warehousemens, materialmens, suppliers, laborers or of
like persons Liens for amounts not past due; (c) Liens arising out of any
judgment or award against any Lessee, lessee or sublessee of any Pledged
Chassis; (d) Liens pursuant to any Loan Documents; (e) salvage rights of
insurers; and (f) the standard and customary rights provided Lessees in the
ordinary course of business with respect to Leases, including, without
limitation, rights related to quiet enjoyment of the related Pledged Chassis and
purchase of such Pledged Chassis at the end of the term of the related Lease;
provided, however, such Permitted Liens pursuant to (a), (b) and (c) are
being contested in good faith in appropriate proceedings and as to which
adequate reserves in accordance with GAAP shall have been established, but only
so long as enforcement of any such Lien has been stayed and so long as such
proceedings could not subject any Borrower or the Agent to any civil or criminal
penalty or liability or involve any material loss of value of, or risk of loss,
sale or forfeiture of, any of the Collateral.

Person means a Corporation, an individual, a general
partnership, association, trust, business trust, joint venture, joint stock
company, pool, syndicate, sole proprietorship, unincorporated organization,
Governmental Authority or any other form of entity or group thereof.

Plan means, at any time, an employee pension or other benefit
plan that is subject to Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and is either (a) maintained by any
Borrower or any member of the Controlled Group for employees of any Borrower or
any member of the Controlled Group, or (b) if such Plan is established,
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
any Borrower or any member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five Plan years
made contributions.

Pledged Assets means the Master Lease and all Pledged
Chassis, Leases and Related Assets.

Pledged Chassis means all of the Chassis listed on
Schedule 2 hereto, together with any Additional Chassis and Substitute Chassis
pledged by a Borrower to the Agent from time to time, as evidenced by a revised
Schedule 2 delivered to the Agent and the Custodian.

Prime Rate means, at any time, the rate of interest per annum
publicly announced from time to time by National City as its prime rate. Each
change in the Prime Rate shall be effective as of the opening of business on the
day such change in the Prime Rate occurs. The parties hereto acknowledge that
the rate announced publicly by National City as its Prime Rate is an index or
base rate and shall not necessarily be its lowest or best rate charged to its
customers or other banks.

Prohibited Institution means any institution so designated by
the Borrowers in writing from time to time to the Agent and each Lender;
provided, however, that: (a) no more than five (5) institutions shall be
designated at any one time as a Prohibited Institution; (b) no Lender nor any
Affiliate of any Lender shall be designated a Prohibited Institution; (c) the
entities listed on Schedule 3 hereto shall not be designated as
Prohibited Institution; and (d) all such designations shall be made (i) only
prospectively and (ii) only while no Event of Default has occurred and is
continuing.

Prohibited Jurisdiction means any country or jurisdiction,
from time to time, that is subject of a prohibition order (or any similar order
or directive), sanctions or restrictions promulgated or administered by the
Office of Foreign Assets Control of the United States Treasury Department.

Prohibited Person means any Person appearing on the Specially
Designated Nationals List compiled and disseminated by the Office of Foreign
Assets Control of the United States Treasury Department, as the same may be
amended from time to time.

Register shall have the meaning assigned thereto in
Section 14.10(d) hereof.

Reimbursement Obligation means the obligation of the
Borrowers to reimburse the Issuing Lender pursuant to Section 3.7 hereof
for amounts drawn under Letters of Credit.

Related Assets means, as to any Chassis: (a) all of any
Borrowers right, title and interest in, to and under, but not its
obligations under, such Chassis and any Lease, to the extent relating to such
Chassis, and all amendments, additions and supplements including, without
limitation, schedules, summary schedules and sub-schedules made or hereafter
made with respect thereto; (b) all income, payments and proceeds thereof,
including, without limitation (i) the residual values of such Chassis to be
realized through the exercise by Lessees of any purchase options under the
Leases, the proceeds of sale of such Chassis to third parties, payments received
from any other Person, either directly or indirectly, with respect to the
residual value of the Chassis (including, without limitation, payments under any
terminal rent adjustment clause) or payments under any physical damage insurance
policy or residual value insurance policy and (ii) each Certificate of
Title; (c) all of any Borrowers rights (but not its obligations) under any
agreements or other purchase documents with respect to the acquisition of any
related Lease or such Chassis to the extent, but only to the extent, that such
rights relate to such Lease or Chassis, including, without limitation,
(i) the right to proceeds arising from all dealer repurchase obligations,
if any, relating to any Lease or Chassis arising under any agreements with any
dealer from which any Borrower or any Affiliate thereof acquired such Chassis,
(ii) all warranty and indemnity provisions contained in or to be provided
pursuant to purchase agreements that relate to such Chassis and all claims
against the applicable manufacturer or distributor and (iii) any guaranty
given in connection with any related Lease, together with all rights, powers,
privileges, licenses, easements, options and other benefits of the beneficiary
of the guaranty thereunder and any collateral given as security therefor, to the
extent pertaining to such Lease; (d) any Borrowers rights under any
insurance policy to proceeds therefrom, including, without limitation, any
physical damage insurance policy or commercial general liability insurance
policy, any residual value insurance policy, any policy of comprehensive,
collision, public liability, physical damage, personal liability, general
liability, excess or umbrella liability, or other insurance policy maintained by
any Borrower, any Lessee or any Affiliate of any such Person to the extent that
any such policy covers or applies to any related Lease, such Chassis or the
ability of any Lessee to make required payments with respect to the related
Lease or such Chassis or any other Related Asset; (e) all monies due or to
become due in payment of amounts payable under any Lease, to the extent related
to the such Chassis; (f) the Lease File relating to such Chassis (including all
agreements and other documents a part thereof); (g) any maintenance agreement or
any agreement pursuant to which such Chassis or any related Lease was acquired
from a third party or any Affiliate, to the extent specifically relating to such
Lease; (h) any license or other certification of any Governmental Authority,
including, without limitation, any federal highway act certification; and (i)
all income, payments and proceeds of any of the foregoing, including, without
limitation, all present and future claims, demands, causes of and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.

Release means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching, or migration in,
by, from or related to any real property (including all buildings, fixtures or
other improvements located thereon) or personal property owned, leased or
operated by Interpool or any of its Subsidiaries into the indoor or outdoor
environment, including the movement of any Hazardous Material through air, soil,
surface water, groundwater or property.

Required Lenders means, at any date, any combination of two
or more Lenders having (a) more than 50% of the Commitments of all Lenders, or
(b) if the Commitments have been terminated, more than 50% of the aggregate
outstanding amount of the Loans.

Responsible Officer means the chief executive officer, chief
financial officer, chief operating officer, president, executive vice president
or senior vice president of the Borrowers (or such other officer as is
acceptable to the Agent, in it discretion).

Revolving Credit Facility means the revolving credit facility
established pursuant to Sections 2.1 through 2.5 hereof.

Revolving Credit Loan(s) means any revolving loan made to the
Borrowers pursuant to Section 2.1hereof, and all such revolving loans
collectively as the context requires.

Revolving Credit Notes means the collective reference to the
Revolving Credit Notes made by the Borrowers payable to the order of each
Lender, substantially in the form of Exhibit A-1 hereto, evidencing the
Revolving Credit Facility, and any amendments and modifications thereto, any
substitutes therefor, and any replacements, restatements, renewals or extension
thereof, in whole or in part; Note means any of such Notes.

Revolving Credit Termination Date means the earliest of the
dates referred to in Section 2.7(a) hereof.

S&P means Standard & Poors Ratings
Services, a division of The McGraw-Hill Companies, Inc.

Secured Hedging Agreement means any Hedging Agreement between
the Borrowers and a Lender, or an Affiliate of a Lender, which is entered into,
in the ordinary course, for the purpose of securing any of the Loans.

Servicing Standard means the degree of diligence, prudence,
skill and care with which the Borrowers customarily service Chassis, Leases and
Related Assets held for their own account and, in any event, in a manner
consistent with the customary and usual practices of other servicers of
comparable contracts and equipment.

Solvent means, as to any Person on any particular date, that
any such Person (a) has capital sufficient to carry on its business and
transactions and all business and transactions in which it is about to engage
and is able to pay its debts as they mature, (b) owns property having a value,
both at fair valuation and at present fair saleable value, greater than the
amount required to pay its probable liabilities (including, without limitation,
contingencies), and (c) does not believe that it will incur debts or liabilities
beyond its ability to pay such debts or liabilities as they mature.

Subsidiary means Trac and any other present or future
Corporation a majority of whose Voting Stock shall at the time be owned directly
or indirectly or can otherwise be controlled by Interpool and/or by one or more
of the Subsidiaries of Interpool.

Substitute Chassis means a Chassis substituted for a Pledged
Chassis in accordance with Section 6.8 hereof.

Substitute Lease means a Lease for a Pledged Chassis
substituted in accordance with Section 6.8 hereof.

Substitution Date means, with respect to any Substitute
Chassis, the Business Day on which such Substitute Chassis becomes a Pledged
Chassis.

Swing Line Commitment means the obligation of the Swing Line
Lender to make Swing Line Loans to the Borrowers in a maximum principal amount
not exceeding at any time the amount set forth opposite the Swing Line
Lenders name on Schedule 1 hereto as the same may be reduced or
modified at any time or from time to time pursuant to the terms hereof. On the
Closing Date, the Swing Line Commitment shall be Five Million Dollars
($5,000,000).

Swing Line Facility means the swing line facility established
under Section 2.6 hereof.

Swing Line Lender means National City, in its capacity as
swing line lender hereunder.

Swing Line Loan means any swing line loan made by the Swing
Line Lender to a Borrower pursuant to Section 2.6 hereof, and all such
swing line loans collectively as the context requires.

Swing Line Note means the Swing Line Note made by the
Borrowers payable to the order of the Swing Line Lender, substantially in the
form of Exhibit A-2 hereto, evidencing the Swing Line Loans, and any
amendments and modifications thereto, any substitutes therefor, and any
replacements, restatements, renewals or extension thereof, in whole or in part.

Tangible Net Worth means, as of any date of determination the
amount equal to (A) the amount of stockholders equity and warrant
liability of Interpool and its Consolidated Subsidiaries appearing in the
consolidated financial statements of Interpool and its Consolidated Subsidiaries
as of the most recently ended fiscal quarter for which financial statements are
available and prepared in accordance with GAAP, less (B) trademarks,
goodwill, covenants not to compete and all other assets classified as intangible
assets determined in accordance with GAAP, plus (C) the amount
representing Interpools 9-7/8% Junior Subordinated Deferrable Interest
Debentures due 2027 and the related 9-7/8% Capital Securities of Interpool
Capital on the consolidated balance sheet of Interpool and its Consolidated
Subsidiaries as of the most recently ended fiscal quarter for which financial
statements are available, plus (D) the amount representing the 9.25%
Convertible Redeemable Junior Subordinated Debentures due 2022 on the
consolidated balance sheet of Interpool and its Consolidated Subsidiaries as of
the most recently ended fiscal quarter for which financial statements are
available, plus (E) any future subordinated debt of Interpool and its
Consolidated Subsidiaries, plus (or minus) (F) any adjustments to the
accounts of Interpool, both positive and negative, that results from SFAS
133/138. In this regard, SFAS 133/138 means, Statement of Financial
Accounting Standards No. 133  Accounting for Derivative Instruments
and Hedging Activities and Statement of Financial Accounting Standards No.
138  Accounting for Certain Derivative Instruments and Certain
Hedging Activities, an amendment to FASB Statement No. 133 issued by the
Financial Accounting Standard Board, as such pronouncement may be amended from
time to time in accordance with its terms.

Taxes shall have the meaning assigned thereto in
Section 4.11(a) hereof.

Termination Event means the occurrence of any of the
following: (a) a Reportable Event described in Section 4043 of
ERISA; (b) the withdrawal of the Borrowers, any Subsidiary or any ERISA
Affiliate from a Pension Plan during a plan year in which it was a
substantial employer as defined in Section 4001(a)(2) of ERISA; (c)
the termination of a Pension Plan, the filing of a notice of intent to terminate
a Pension Plan or the treatment of a Pension Plan amendment as a termination
under Section 4041 of ERISA; (d) the institution of proceedings to terminate, or
the appointment of a trustee with respect to, any Pension Plan by the PBGC; (e)
any other event or condition which would constitute grounds under Section
4042(a) of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (f) the partial or complete withdrawal of the
Borrowers, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan; (g)
the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of
ERISA; (h) any event or condition which results in the reorganization or
insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA; or (i)
any event or condition which results in the termination of a Multiemployer Plan
under Section 4041A of ERISA or the institution by PBGC of proceedings to
terminate a Multiemployer Plan under Section 4042 of ERISA.

UCC means the Uniform Commercial Code as the same may be in
effect in the State of New York on the date hereof; provided, however, that in
the event that by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of Agents security interest in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term UCC shall
mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection of
priority and for purposes of definitions related to such provisions.

Uniform Customs means, in the case of (a) standby Letters of
Credit, the International Standby Practices ISP98 (1998), International Chamber
of Commerce Publication No. 590, as the same may be amended or revised from time
to time, and (b) documentary Letters of Credit, the Uniform Customs and Practice
for Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be amended or revised from time to time.

United States means the United States of America.

Voting Stock means, with respect to any Corporation, its
capital stock of any class having ordinary voting power for the election of the
members of the board of directors or other governing body of such Corporation
(other than stock having such power only by reason of the happening of a
contingency).

Section 1.2  General. Unless otherwise specified, a reference
in this Agreement to a particular section, subsection, Schedule or Exhibit is a
reference to that section, subsection, Schedule or Exhibit of this Agreement.
Wherever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and plural, and pronouns stated in
the masculine, feminine or neuter gender shall include the masculine, the
feminine and the neuter. Any reference herein to Cleveland time
shall refer to the applicable time of day in Cleveland, Ohio.

Section 1.3  Other Definitions and Provisions.

(a)  Use of Capitalized Terms. Unless otherwise defined
therein, all capitalized terms defined in this Agreement shall have the defined
meanings when used in this Agreement, the Notes and the other Loan Documents or
any certificate, report or other document made or delivered pursuant to this
Agreement.

(b)  Miscellaneous. The words hereof, herein and hereunder and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement.

# ARTICLE IIREVOLVING CREDIT FACILITY

Section 2.1  Loans. Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make Revolving Credit Loans to the
Borrowers from time to time from the Closing Date through the Revolving Credit
Termination Date as requested by the Borrowers in accordance with the terms of
Section 2.2 hereof; provided, that (a) the aggregate principal
amount of all outstanding Loans (after giving effect to any amount requested)
plusall outstanding L/C Obligations shall not exceed the lower of (i)
the Borrowing Base and (ii) the Aggregate Commitment; and (b) the principal
amount of outstanding Revolving Credit Loans (after giving effect to any amount
requested) from any Lender to the Borrowers plus such Lenders
Commitment Percentage of outstanding L/C Obligations and Swing Line Loans shall
not at any time exceed such Lenders Commitment as set forth on Schedule
1hereto. Each Revolving Credit Loan by a Lender shall be in a principal
amount equal to such Lenders Commitment Percentage of the aggregate
principal amount of Revolving Credit Loan requested on such occasion. Subject to
the terms and conditions hereof, the Borrowers may borrow, repay and reborrow
Revolving Credit Loans hereunder until the Revolving Credit Termination Date.

Section 2.2  Procedure for Advances.

(a)  Requests for Borrowing. The Borrowers shall give the
Agent irrevocable prior written notice in the form attached hereto as Exhibit B
(a Notice of Borrowing) not later than 11:00 a.m. (Cleveland time)
(i) on the same Business Day as each Base Rate Loan and Swing Line Loan and (ii)
at least three (3) Business Days before each LIBOR Rate Loan, of its intention
to borrow, specifying (A) the date of such borrowing, which shall be a Business
Day, (B) the amount and currency of such borrowing, which shall be in an amount
equal to the amount of the Aggregate Commitment then available to the Borrowers,
or if less, (x) with respect to Base Rate Loans, in an aggregate principal
amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, (y) with
respect to LIBOR Rate Loans, in an aggregate principal amount of $5,000,000 or a
whole multiple of $100,000 in excess thereof and (z) and with respect to Swing
Line Loans, in an aggregate principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans,
Base Rate Loans, Swing Line Loans, or, if a combination thereof, the amount
allocated to each and (D) in the case of a LIBOR Rate Loan, the duration of the
Interest Period applicable thereto. Notices received after 11:00 a.m. (Cleveland
time) shall be deemed received on the next Business Day. The Agent shall
promptly notify the Lenders of each Notice of Borrowing.

(b)  Authority of the Company. Each Borrower hereby
irrevocably authorizes and requests that Interpool execute all Notices of
Borrowing, make all elections as to interest rates and take any other actions
required of or permitted by the Borrowers under this Agreement, on its
respective behalf, in each case, with the same force and effect as if such
Borrower had executed such Notice of Borrowing, made such election or taken such
other action itself. Any request, application, or other communication by
Interpool may be relied on by the Agent and the Lenders, and any communication
by the Agent and Lenders shall be made to Interpool, and shall be binding on
each Borrower, jointly and severally, as fully as if such request, application
or other communication were made directly by or to each such
Borrower.

(c)  Disbursement of Loans. Not later than 2:00 p.m. (Cleveland
time) on the proposed borrowing date: (i) each Lender will make available to the
Agent, for the account of the Borrowers, at the office of the Agent in funds
immediately available to the Agent, such Lenders Commitment Percentage of
the Revolving Credit Loans to be made on such borrowing date and (ii) the Swing
Line Lender will make available to the Borrowers, at the office of the Swing
Line Lender in funds immediately available to the Borrowers, the Swing Line
Loans to be made on such borrowing date. The Borrowers hereby irrevocably
authorize the Agent to disburse the proceeds of each borrowing requested
pursuant to this Section 2.2 in immediately available funds by crediting
or wiring such proceeds to the deposit account of the Borrowers identified in
the most recent notice substantially in the form of Exhibit C hereto (a
Notice of Account Designation) delivered by the Borrowers to the
Agent or may be otherwise agreed upon by the Borrowers and the Agent from time
to time. Subject to Section 4.7 hereof, the Agent shall not be obligated
to disburse the portion of the proceeds of any Revolving Credit Loan requested
pursuant to this Section 2.2 to the extent that any Lender has not made
available to the Agent its Commitment Percentage of such Loan. Revolving Credit
Loans to be made for the purpose of refunding Swing Line Loans shall be made by
the Lenders as provided in Section 2.6 hereof.

Section 2.3  Repayment of
Loans.

(a)  Repayment of Loans. The Borrowers shall repay the
outstanding principal amount of (i) all Revolving Credit Loans in full on the
Revolving Credit Termination Date and (ii) all Swing Line Loans on the earlier
of demand or the Revolving Credit Termination Date, together with all accrued
but unpaid interest thereon and fees, costs and expenses.

(b)  Mandatory Repayments.

(i)  If at any time: (A) the outstanding principal amount of all Loans
exceeds the Aggregate Commitment lessall outstanding L/C Obligations or
(B) the outstanding principal amount of all Loans exceeds the Borrowing Base
less all outstanding L/C Obligations, then the Borrowers shall immediately, by
payment to the Agent for the account of the Lenders, repay Loans and furnish
cash collateral as provided herein for, or repay, the L/C Obligations, in an
aggregate amount equal to such excess. The mandatory prepayments set forth in
this Section 2.3(b)(i) (and Section 2.3(b)(iii)) shall be applied:
first to reduce principal amounts outstanding under the Swing Line Loans;
second to pay any outstanding Reimbursement Obligations; third to
reduce principal amounts outstanding under the Revolving Credit Loans; and
fourth to provide cash collateral for any other L/C Obligations (such
cash collateral shall be applied in accordance with Section 12.2(b)
hereof). Each such repayment shall be accompanied by any amount required to be
paid pursuant to Section 4.9 hereof. In the case of a payment required
under (B) above, the Borrowers may pledge Additional Chassis to the Agent and
deliver a new Borrowing Base Certificate to Agent not later than the date such
mandatory repayment is due, in which case the amount required to be repaid shall
be calculated on the basis of the Borrowing Base after giving effect to the
allocation of such Additional Chassis.

(ii)  If at any time the outstanding amount of all Swing Line Loans
exceeds the Swing Line Commitment, then the Borrowers shall make a prepayment of
all Swing Line Loans in the amount of such excess. Each such repayment shall be
accompanied by any amount required to be paid pursuant to Section 4.9
hereof.

(iii)  The Borrowers shall make prepayments of the Loans, in
accordance with the terms of Section 2.3(b)(i), in an amount equal to
100% of the amount of net proceeds received by the Borrowers from (A) all
sales, transfers or other dispositions of Pledged Chassis and (B) all property
or casualty insurance policies and/or any condemnation or similar payment in
connection with the Pledged Chassis, if, after giving effect to such sale,
transfer, disposition, casualty or condemnation, the outstanding principal
amount of all Loans exceeds the Borrowing Base less all outstanding L/C
Obligations.

(c)  Optional Repayments. The Borrowers may at any time and
from time to time repay the Loans, in whole or in part, upon at least three (3)
Business Days irrevocable notice to the Agent with respect to LIBOR Rate Loans
and one (1) Business Day irrevocable notice with respect to Base Rate Loans, in
the form attached hereto as Exhibit D (a Notice of Prepayment)
specifying the date and amount of repayment and whether the repayment is of
LIBOR Rate Loans or Base Rate Loans, or a combination thereof, and, if of a
combination thereof, the amount allocable to each. Upon receipt of such notice,
the Agent shall promptly notify each Lender. If any such notice is given, the
amount specified in such notice shall be due and payable on the date set forth
in such notice. Partial repayments shall be in an aggregate amount of $1,000,000
or a whole multiple of $100,000 in excess thereof. Each such repayment shall be
accompanied by any amount required to be paid pursuant to Section 4.9hereof.

(d)  Limitation on Repayment of LIBOR Rate Loans. The
Borrowers may not repay any LIBOR Rate Loan on any day other than on the last
day of the Interest Period applicable thereto unless such repayment is
accompanied by any amount required to be paid pursuant to Section 4.9
hereof.

Section
2.4  Notes.

(a)  Revolving Credit Notes. Each Lenders Revolving
Credit Loans and the obligation of the Borrowers to repay such Revolving Credit
Loans shall be evidenced by a separate Revolving Credit Note executed by the
Borrowers payable to the order of each Lender representing the Borrowers
obligation to pay such Lenders Commitment or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans made and to be made by
such Lender to the Borrowers hereunder, plus interest and all other fees,
charges and other amounts due thereon. Each Revolving Credit Note shall be dated
the date hereof and shall bear interest on the unpaid principal amount thereof
at the applicable interest rate per annum specified in Section 4.1
hereof.

(b)  Swing Line Note. The Swing Line Loans and the obligations
of the Borrowers to repay such Swing Line Loans shall be evidenced by a Swing
Line Note executed by Borrowers payable to the order of the Swing Line Lender
representing the Borrowers obligation to pay the Swing Line Lenders
Swing Line Commitment or, if less, the aggregate unpaid principal amount of all
Swing Line Loans, plus interest on such principal amounts and all other fees,
charges and other amounts due thereon. The Swing Line Note shall be dated the
date hereof and shall bear interest on the unpaid principal amount thereof at
the applicable interest rate per annum specified in Section 4.1
hereof.

Section 2.5  Permanent Reduction of the Aggregate
Commitment.

(a)  Voluntary Reduction. The Borrowers shall have the right
at any time and from time to time, upon at least five (5) Business Days prior
written notice to the Agent, to permanently reduce, without premium or penalty,
(i) the Aggregate Commitment at any time or (ii) portions of the Aggregate
Commitment, from time to time, in an aggregate principal amount not less than
$5,000,000 or any whole multiple of $100,000 in excess thereof.

(b)  Application of Reductions. Each permanent reduction
permitted or required pursuant to this Section 2.5shall be accompanied
by a payment of principal sufficient to reduce the aggregate outstanding
Extensions of Credit of the Lenders after such reduction to the Aggregate
Commitment as so reduced and if the Aggregate Commitment as so reduced is less
than the aggregate amount of all outstanding Letters of Credit, the Borrowers
shall be required to deposit in a cash collateral account opened by the Agent an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit. Any reduction of the Aggregate Commitment to zero shall be
accompanied by payment of all outstanding Obligations under the Revolving Credit
Facility (and furnishing of cash collateral satisfactory to the Agent for all
L/C Obligations) and shall result in the termination of the Aggregate Commitment
and Revolving Credit Facility. Such cash collateral shall be applied in
accordance with Section 12.2(b) hereof. If the reduction of the Aggregate
Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall
be accompanied by any amount required to be paid pursuant to Section 4.9
hereof.

(c)  Release of Collateral. At the time any voluntary or
mandatory prepayment or permanent reduction is completed pursuant to Section
2.3 or this Section 2.5, the Borrowers may request in writing, in
accordance with the terms of this Agreement that the Agent release specific
Pledged Chassis and Related Assets, and, so long as (i) no Default or Event of
Default has occurred and is continuing, and (ii) the Borrowers make any
prepayment required under Section 2.3(b) in connection with such release,
the Agent shall, at the sole expense of the Borrowers, release such assets to
the Borrowers pursuant to Section 6.7 hereof.

Section 2.6  Swing Line Loans.

(a)  Availability. Subject to the terms and conditions of this
Agreement, the Swing Line Lender agrees to make Swing Line Loans to the
Borrowers from time to time from the Closing Date through, but not including,
the Revolving Credit Termination Date; provided, that the aggregate principal
amount of all Swing Line Loans (after giving effect to any amount requested),
shall not exceed the lesser of (i) the Aggregate Commitment less the sum of all
outstanding Revolving Credit Loans and the L/C Obligations, (ii) the Borrowing
Base less the sum of all outstanding Revolving Credit Loans and the L/C
Obligations and (iii) the Swing Line Commitment.

(b)  Repayment. Unless otherwise agreed in writing, the
Borrowers shall repay the outstanding principal amount of each Swing Line Loan
on the earlier to occur of (i) the Revolving Credit Termination Date or (ii)
demand.

(c)  Refunding.

(i)  
Swing Line Loans shall be refunded by the Lenders on demand by the Swing Line
Lender. Such refundings shall be made by the Lenders in accordance with their
respective Commitment Percentages and shall thereafter be reflected as Revolving
Credit Loans of the Lenders on the books and records of the Agent. Each Lender
shall fund its respective Commitment Percentage of Revolving Credit Loans as
required to repay Swing Line Loans outstanding to the Swing Line Lender upon
demand by the Swing Line Lender but in no event later than 2:00 p.m. (Cleveland
time) on the next succeeding Business Day after such demand is made. No
Lenders obligation to fund its respective Commitment Percentage of a Swing
Line Loan shall be affected by any other Lenders failure to fund its
Commitment Percentage of a Swing Line Loan, nor shall any Lenders
Commitment Percentage be increased as a result of any such failure of any other
Lender to fund its Commitment Percentage.

(ii)  
The Borrowers shall pay to the Swing Line Lender on demand the amount of such
Swing Line Loans to the extent amounts received from the Lenders are not
sufficient to repay in full the outstanding Swing Line Loans requested or
required to be refunded. In addition, the Borrowers hereby authorize the Agent
to charge any account maintained with the Swing Line Lender (up to the amount
available therein) in order to immediately pay the Swing Line Lender the amount
of such Swing Line Loans to the extent amounts received from the Lenders are not
sufficient to repay in full the outstanding Swing Line Loans requested or
required to be refunded. If any portion of any such amount paid to the Swing
Line Lender shall be recovered by or on behalf of the Borrowers from the Swing
Line Lender in bankruptcy or otherwise, the loss of the amount so recovered
shall be ratably shared among all the Lenders that have not reimbursed the Swing
Line Lender pursuant to clause (i) above in accordance with their respective
ratable share (unless the amounts so recovered by or on behalf of the Borrowers
pertain to a Swing Line Loan extended after the occurrence and during the
continuance of an Event of Default of which the Agent has received actual notice
and which such Event of Default has not been waived by the Required Lenders or
the Lenders, as applicable).

(iii)  
Each Lender acknowledges and agrees that its obligation to refund Swing Line
Loans in accordance with the terms of this Section 2.6(c) is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including, without limitation, non-satisfaction of the conditions set forth in
Article V hereof. Further, each Lender agrees and acknowledges that if
prior to the refunding of any outstanding Swing Line Loans pursuant to this
Section 2.6(c), one of the events described in Section 12.1(j) or
Section 12.1(k) hereof shall have occurred, each Lender will, on the
date the applicable Revolving Credit Loan would have been made pursuant to
Section 2.6(c) hereof, purchase an undivided participating interest in
the Swing Line Loan to be refunded in an amount equal to its Commitment
Percentage of the aggregate amount of such Swing Line Loan. Each Lender will
immediately transfer to the Swing Line Lender, in immediately available funds,
the amount of its participation of any Swing Line Loan. Whenever, at any time
after the Swing Line Lender has received from any Lender such Lenders
participating interest in a Swing Line Loan, the Swing Line Lender receives any
payment on account thereof, the Swing Line Lender will distribute to such Lender
its participating interest in such amount (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such
Lenders participating interest was outstanding and funded).

Section 2.7  Termination of Credit Facility.

(a)  
Revolving Credit Facility. The Revolving Credit Facility shall terminate
on the earliest of: (i) September 9, 2010; (ii) the date of
termination by the Borrowers pursuant to Section 2.5(c) hereof; or (iii)
the date of termination by the Agent on behalf of the Lenders pursuant to
Section 12.2(a) hereof.

(b)  
Swing Line Facility. The Swing Line Commitment shall terminate on the
Revolving Credit Termination Date.

Section 2.8  Use of Proceeds. The Borrowers shall use the
proceeds of the Extensions of Credit (a) to refinance the Existing Facility and
(b) for working capital and general corporate requirements of the Borrowers
(which may include the payment of fees and expenses incurred in connection with
the transactions contemplated by this Agreement).

Section 2.9  Joint and Several Obligations. All Loans to the
Borrowers and all of the other Obligations of the Borrowers arising under this
Agreement and the other Loan Documents shall constitute one general joint and
several obligation of the Borrowers secured by all of the Collateral.

Section 2.10  Incremental Commitment Increase. Subject to the
terms and conditions set forth below, prior to the Revolving Credit Termination
Date, the total aggregate Commitment may be increased once (the Commitment
Increase), at the request of the Borrowers and with the prior written
consent of the Agent (such consent not to be unreasonably withheld), provided
that the total Commitment Increase shall not exceed $25,000,000. The Borrowers
may request no more than one Commitment Increase and such request shall be for a
minimum of $5,000,000 (or increments of $2,500,000 in excess thereof). The
Commitment Increase shall be effectuated pursuant to the following procedures:

(a)  
Not less than 30 days prior to the proposed effective date of the Commitment
Increase, the Borrowers shall notify the Agent in writing of their request for a
Commitment Increase (an Increase Request), including the intended
date and amount thereto. All other terms and conditions applicable to such
Commitment Increase shall be the same as applicable to the Commitment in
general. Such Increase Request shall be accompanied by (i) a certificate from
the Borrowers certifying to the Agent that (A) no other approvals or consents
from any Person are required by any such Person except to the extent they have
been received and (B) no Default or Event of Default has occurred and is
continuing, and (ii) financial projections in form and substance reasonably
acceptable to the Agent and demonstrating compliance with the Financial
Covenants throughout the term of this Agreement after giving effect to the
Commitment Increase.

(b)  
The Agent shall promptly notify existing Lenders of such request by the
Borrowers and each such Lender shall have ten (10) Business Days in which to
notify the Agent in writing of such Lenders intent to participate in such
increase (each an Existing Participating Lender), and the amount of
the Commitment Increase such Existing Participating Lender is willing to commit
to (which amount shall be allocated to each Existing Participating Lender
according to their existing Pro Rata Shares should there be an over-commitment)
which notice shall be irrevocable once received by Agent. Notwithstanding the
foregoing, in no event shall the Agent be obligated to agree to any Commitment
Increase nor shall any Lender be obligated to participate in any Commitment
Increase. Participation in any such Commitment Increase shall be completely
optional and at the sole discretion of each Lender.

(c)  
To the extent that the entire Commitment Increase requested by the Borrowers and
consented to by Agent is not accepted by Existing Participating Lenders, the
Borrowers may propose to Agent additional new lenders acceptable to Agent and
Required Lenders (New Lenders) who agree to commit to that portion
of the Commitment Increase not accepted by Existing Participating Lenders. Thus,
any Commitment Increase shall be effected by an increase in any one or more of
the Existing Participating Lenders Commitments, and/or by the addition of
the Commitments of New Lender(s) (in each case, the Participating
Lenders).

(d)  
Notwithstanding the foregoing, final allocation of the Commitment Increase shall
be at the sole discretion of the Agent and the Borrowers; and each Participating
Lender shall commit to an amount not less than $1,000,000, but shall accept any
allocation amount designated by the Borrowers and the Agent that is equal to or
less than its proposed portion of the Commitment Increase.

ARTICLE IIILETTER OF CREDIT FACILITY

Section 3.1  L/C Commitment. Subject to the terms and
conditions hereof, the Issuing Lender, in reliance on the agreements of the
other Lenders set forth in Section 3.6(a) hereof, agrees to issue standby
and documentary letters of credit (Letters of Credit) for the
account of the Borrowers on any Business Day from the Closing Date through but
not including the Revolving Credit Termination Date in such form as may be
approved from time to time by the Issuing Lender; provided, that the
Issuing Lender shall have no obligation to issue any Letter of Credit if:

(a)  
there exists a Default or an Event of Default, or the issuance of such Letter of
Credit would give rise to a Default or an Event of Default; or

(b)  
after giving effect to such issuance:

(i)   the L/C Obligations would exceed
the L/C Commitment, or

(ii)   the L/C Obligations, plus the
outstanding principal amount of Loans, would exceed either the Aggregate
Commitment or the Borrowing Base; or

(iii)   such issuance would conflict
with, or cause the Issuing Lender or any L/C Participant to exceed any limits
imposed by, any Applicable Law.

References herein to issue and derivations thereof with respect to
Letters of Credit shall also include extensions or modifications of any existing
Letters of Credit, unless the context otherwise requires.

Section 3.2  Terms of Letters of Credit. Subject, without
limitation, to Section 3.1, each Letter of Credit shall:

(a)  
be denominated in Dollars in a minimum amount of $500,000;

(b)  
be issued to support obligations of the Borrowers, contingent or otherwise,
incurred in the ordinary course of business;

(c)  
expire on a date which shall be no later than the earlier of:

(i)   one (1) year from the date of
issuance, in the case of standby Letters of Credit;

(ii)   one hundred eighty (180) days
from the date of issuance, in the case of documentary Letters of Credit;
or

(iii)   in all cases, subject to
Section 3.3, five (5) Business Days prior to the Revolving Credit
Termination Date; and

(d)  
be subject to the Uniform Customs and, to the extent not inconsistent therewith,
the laws of the State of New York.

Section 3.3  Cash Collateral for Letters of Credit.

(a)  
Notwithstanding the provisions of Section 3.2 requiring that the final
expiry of each Letter of Credit be before the Revolving Credit Termination Date,
the Issuing Lender may issue, upon a Borrowers request (if required by a
proposed beneficiary), a Letter of Credit which by its terms may be extended
beyond the Revolving Credit Termination Date. With respect to any such Letter of
Credit issued hereunder, the Borrowers hereby agree that they will deliver on or
before the Revolving Credit Termination Date collateral, of the type and in the
amounts required by subparagraph (b) below and subject to subparagraph (c)
below, in an amount equal to one hundred two percent (102%) of the outstanding
undrawn amount of each such Letter of Credit.

(b)  
On the Revolving Credit Termination Date or upon the occurrence of and during
the continuance of an Event of Default, the Agent may require (and in the case
of an Event of Default occurring under Section 12.1(j) or Section
12.1(k) it shall be required automatically) that the Borrowers deliver to
the Agent cash or U.S. Treasury Bills with maturities of not more than ninety
(90) days from the date of delivery (discounted in accordance with customary
banking practice to present value to determine amount) in an amount equal at all
times to one hundred two percent (102%) of the outstanding undrawn amount of all
Letters of Credit, such cash or U.S. Treasury Bills and all interest earned
thereon to constitute cash collateral for all such Letters of Credit. At such
time as such collateral is required to be and has not been deposited, the Agent
shall be entitled to liquidate such of the other Collateral as is necessary or
appropriate in its sole judgment so as to create such cash
collateral.

(c)  
Any cash collateral deposited under subparagraph (b) above, and all interest
earned thereon, shall be held by the Agent and invested and reinvested at the
expense and the written direction of the Borrowers, in Eligible Investments with
maturities of no more than ninety (90) days from the date of
investment.

Section 3.4  Procedure for Issuance of Letters of Credit. The
Borrowers may from time to time request that the Issuing Lender issue a Letter
of Credit, or request that a Letter of Credit be amended or extended, by
delivering to the Issuing Lender at the Agents Office an Application
therefor, completed to the satisfaction of the Issuing Lender, and such other
certificates, documents and other papers and information as the Issuing Lender
may request. Upon receipt of any Application, the Issuing Lender shall process
such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall, subject to Section 3.1 and Article
V hereof, promptly issue the Letter of Credit requested thereby (but in no
event shall the Issuing Lender be required to issue any Letter of Credit earlier
than three (3) Business Days after its receipt of the Application therefor and
all such other certificates, documents and other papers and information relating
thereto) by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed by the Issuing Lender and the Borrowers.
The Issuing Lender shall promptly furnish to the Borrowers a copy of such Letter
of Credit and promptly notify each Lender of the issuance and upon request by
any Lender, furnish to such Lender a copy of such Letter of Credit and the
amount of such Lenders Letter of Credit participation therein.

Section 3.5  Commissions and Other Charges.

(a)  
The Borrowers shall pay to the Agent, for the account of the Issuing Lender and
the L/C Participants, a letter of credit fee with respect to each Letter of
Credit in an amount equal to the Applicable Margin for LIBOR Rate Loans, as of
the date such fee is payable, on a per annum basis multiplied by the average
daily face amount of such Letter of Credit during the period for which the fee
is paid. Such fee shall be payable quarterly in arrears on the last Business Day
of each calendar quarter and on the Revolving Credit Termination Date, based on
the actual number of days in the quarter and a year of 360 days. The Agent
shall, promptly following its receipt thereof, distribute to the Issuing Lender
and the L/C Participants all such fees received by the Agent in accordance with
their respective Commitment Percentages. Upon the occurrence and during the
continuance of an Event of Default, the foregoing fee shall be increased to the
Applicable Margin for LIBOR Rate Loans plus two percent (2%) per
annum.

(b)  
In addition to the foregoing fee, the Borrowers shall pay the Issuing Lender a
fronting fee of one-quarter of one percent (1/4%) on a per annum basis
multiplied by the face amount, on the payment date, of each Letter of Credit.
Such fee shall be payable annually in advance on the date of issuance and each
anniversary thereof.

(c)  
The Borrowers shall pay to the Issuing Lender upon request all normal costs of
expenses of the Issuing Lender in connection with the issuance, transfer,
extension, modification or other administration of any Letter of
Credit.

Section 3.6  L/C Participations.

(a)  
The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce the Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and
hereby accepts and purchases from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participants own account and
risk an undivided interest equal to such L/C Participants Commitment
Percentage in the Issuing Lenders obligations and rights under each Letter
of Credit issued hereunder and the amount of each draft paid by the Issuing
Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees
with the Issuing Lender that, if a draft is paid under any Letter of Credit for
which the Issuing Lender is not reimbursed in full by the Borrowers in
accordance with the terms of this Agreement, such L/C Participant shall pay to
the Issuing Lender upon demand at the Issuing Lenders address for notices
specified herein an amount equal to such L/C Participants Commitment
Percentage of the amount of such draft, or any part thereof, which is not so
reimbursed.

(b)  
Upon becoming aware of any amount required to be paid by any L/C Participant to
the Issuing Lender pursuant to Section 3.6(a) hereof in respect of any
unreimbursed portion of any payment made by the Issuing Lender under any Letter
of Credit, the Issuing Lender shall notify each L/C Participant of the amount
and due date of such required payment and such L/C Participant shall pay to the
Issuing Lender the amount specified on the applicable due date. If any such
amount is paid to the Issuing Lender after the date such payment is due, such
L/C Participant shall pay to the Issuing Lender on demand, in addition to such
amount, the product of (i) such amount, times (ii) the daily average Federal
Funds Rate as determined by the Agent during the period from and including the
date such payment is due to the date on which such payment is immediately
available to the Issuing Lender, times (iii) a fraction the numerator of which
is the number of days that elapse during such period and the denominator of
which is 360. A certificate of the Issuing Lender with respect to any amounts
owing under this Section 3.6(b) shall be conclusive in the absence of
manifest error. With respect to payment to the Issuing Lender of the
unreimbursed amounts described in this Section 3.6(b), if the L/C
Participants receive notice that any such payment is due (A) prior to 1:00 p.m.
(Cleveland time) on any Business Day, such payment shall be due that Business
Day, and (B) after 1:00 p.m. (Cleveland time) on any Business Day, such payment
shall be due on the following Business Day.

(c)  
Whenever, at any time after the Issuing Lender has made payment under any Letter
of Credit and has received from any L/C Participant its Commitment Percentage of
such payment in accordance with this Section 3.6, the Issuing Lender
receives any payment related to such Letter of Credit (whether directly from the
Borrowers or otherwise, or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its share thereof in
accordance with its applicable Commitment Percentage; provided, that in the
event that any such payment received by the Issuing Lender shall be required to
be returned by the Issuing Lender, such L/C Participant shall return to the
Issuing Lender the portion thereof previously distributed by the Issuing Lender
to it.

Section 3.7  Reimbursement Obligation of the Borrowers. The
Borrowers agree to reimburse the Issuing Lender on each date on which the
Issuing Lender notifies the Borrowers of the date and amount of a draft paid
under any Letter of Credit for the amount of (a) such draft so paid or presented
purporting to be drawn and (b) any taxes, fees, charges or other costs or
expenses incurred by the Issuing Lender in connection with such payment. Each
such payment shall be made to the Issuing Lender at its address for notices
specified herein in lawful money of the United States and in immediately
available funds. Interest shall be payable on any and all amounts remaining
unpaid by the Borrowers under this Article III from the date such amounts
are paid under the Letter of Credit (whether at stated maturity, by acceleration
or otherwise) until payment in full at the rate which would be payable on any
outstanding Base Rate Loans which were then overdue. If the Borrowers fail to
timely reimburse the Issuing Lender on the date the Borrowers receive the notice
referred to in this Section 3.7, the Borrowers shall be deemed to have
timely given a Notice of Borrowing hereunder to the Agent requesting the Lenders
to make a Base Rate Loan on such date in an amount equal to the amount of such
drawing and, regardless of whether or not the conditions precedent specified in
Article V hereof have been satisfied, the Lenders shall make Base Rate
Loans in such amount, the proceeds of which shall be applied to reimburse the
Issuing Lender for the amount of the related drawing and costs and expenses.

Section 3.8  Obligations Absolute. The Borrowers
obligations under this Article III (including, without limitation, the
Reimbursement Obligation) shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which any Borrower may have or have had against the Issuing Lender or
any beneficiary of a Letter of Credit. The Borrowers also agree with the Issuing
Lender that the Issuing Lender shall not be responsible for, and the
Borrowers Reimbursement Obligation under Section 3.7 hereof shall
not be affected by, among other things, the validity or genuineness of documents
or of any endorsements thereon, even though such documents shall in fact prove
to be invalid, fraudulent or forged, or any dispute between or among any
Borrower and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred, or any claims whatsoever of any
Borrower against any beneficiary of such Letter of Credit or any such
transferee. The Borrowers assume all risks of the acts or omissions of the
beneficiary of each Letter of Credit with respect to the use of the Letter of
Credit or with respect to the beneficiarys obligations to any Borrower.
The Issuing Lender shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by the Issuing Lenders gross negligence or willful
misconduct. The Borrowers agree that any action taken or omitted by the Issuing
Lender under or in connection with any Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct and
in accordance with the standards of care specified in the Uniform Customs and,
to the extent not inconsistent therewith, the UCC shall be binding on the
Borrowers and shall not result in any liability of the Issuing Lender to any
Borrower. The responsibility of the Issuing Lender to the Borrowers in
connection with any draft presented for payment under any Letter of Credit
shall, in addition to any payment obligation expressly provided for in such
Letter of Credit, be limited to determining that the documents (including each
draft) delivered under such Letter of Credit in connection with such presentment
are in conformity with such Letter of Credit. In furtherance and not in
limitation of the foregoing, Agent may accept facially conforming documents
without responsibility for further investigation, regardless of any notice or
information to the contrary.

Section 3.9  General Terms of Documentary Letters of
Credit.

(a)  
The Borrowers agree to procure or to cause the beneficiaries of each documentary
Letter of Credit to procure promptly any necessary import and export or other
licenses for the import or export or shipping of any goods referred to in or
pursuant to a Letter of Credit and to comply and to cause the beneficiaries to
comply with all foreign and domestic governmental regulations with respect to
the shipment and warehousing of such goods or otherwise relating to or affecting
such Letter of Credit, including, without limitation, governmental regulations
pertaining to transactions involving designated foreign countries or their
nationals, and to furnish such certificates in that respect as the Issuing
Lender or the Agent may at any time reasonably require, and to keep such goods
adequately covered by insurance in amounts, with carriers and for such risks as
shall be customary in the industry and to cause the Issuing Lenders
interest to be endorsed on such insurance and to furnish bank at its request
with reasonable evidence thereof. Should such insurance (or lack thereof) upon
said goods for any reason not be reasonably satisfactory to the Issuing Lender
or the Agent, the Issuing Lender or the Agent may (but is not obligated to)
obtain, after notice, at the Borrowers expense, insurance satisfactory to
the Issuing Lender or the Agent.

(b)  
In connection with each documentary Letter of Credit, neither the Issuing
Lender, nor any correspondent, nor any Lender shall be responsible for: (i) the
existence, character, quality, quantity, condition, packing, value or delivery
of the property purporting to be represented by documents; (ii) any difference
in character, quality, condition or value of the property from that expressed in
documents; (iii) the time, place, manner or order in which shipment of the
property is made; (iv) partial or incomplete shipment referred to in such Letter
of Credit; (v) the character, adequacy or responsibility of any insurer, or any
other risk connected with insurance other than insurance procured by the Issuing
Lender or the Agent; (vi) any deviation from instructions, delay, default or
fraud by the beneficiary or anyone else in connection with the property or the
shipping thereof; (vii) the solvency, responsibility or relationship to the
property of any party issuing any documents in connection with the property;
(viii) delay in arrival or failure to arrive of either the property or any of
the documents relating thereto; (ix) delay in giving or failure to give notice
of arrival or any other notice; (x) any breach of contract between the Letter of
Credit beneficiaries and the Borrowers; (xi) any laws, customs, and regulations
which may be effective in any jurisdiction where any negotiation and/or payment
of such Letter of Credit occurs; (xii) failure of documents (other than
documents required by the terms of the Letter of Credit) to accompany any draft
at negotiation; or (xiii) failure of any entity to note the amount of any
document or draft on the reverse of such Letter of Credit or to surrender or to
take up such Letter of Credit or to forward documents other than documents
required by the terms of the Letter of Credit. In connection with each Letter of
Credit, the Issuing Lender shall not be responsible for any error, neglect or
default of any of their correspondents. None of the above shall affect, impair
or prevent the vesting of any of the Issuing Lenders rights or powers
hereunder. If a Letter of Credit provides that payment is to be made by the
Issuing Lenders correspondent, neither the Issuing Lender nor such
correspondent shall be responsible for the failure of any of the documents
specified in such Letter of Credit to come into the Issuing Lenders hands,
or for any delay in connection therewith, and the Borrowers obligation to
make reimbursements shall not be affected by such failure or delay in the
receipt of any such documents.

(c)  
To the extent not inconsistent with this Agreement, the Uniform Customs are
hereby made a part of this Agreement with respect to obligations in connection
with each documentary Letter of Credit.

Section 3.10  Effect of Application. To the extent that any
provision of any Application related to any Letter of Credit is inconsistent
with the provisions of this Article III, the provisions of this
Article IIIshall apply.

# ARTICLE IVGENERAL LOAN PROVISIONS

Section 4.1  Interest.

(a)   Interest Rate Options. Subject to the provisions of this
Section 4.1, at the election of the Borrowers, the aggregate principal
balance of (i) the Revolving Credit Loans or any portion thereof shall bear
interest at (A) the Base Rate plus the Applicable Margin and/or (B) the LIBOR
Rate plus the Applicable Margin; provided that the LIBOR Rate shall not be
available until three (3) Business Days after the Closing Date, and (ii) the
Swing Line Loans shall bear interest at the Base Rate plus the Applicable
Margin. The Borrowers shall select the rate of interest and Interest Period, if
any, applicable to any Loan at the time a Notice of Borrowing is given pursuant
to Section 2.2(a) hereof or at the time a Notice of
Conversion/Continuation is given pursuant to Section 4.2 hereof. Each
Loan or portion thereof bearing interest based on the Base Rate shall be a
Base Rate Loan, each Loan or portion thereof bearing interest based
on the LIBOR Rate shall be a LIBOR Rate Loan. Any Revolving Credit
Loan or any portion thereof as to which the Borrowers have not duly specified an
interest rate as provided herein shall be deemed a Base Rate Loan.

(b)  
Interest Periods. In connection with each LIBOR Rate Loan, the Borrowers,
by giving notice at the times described in Section 4.1(a) hereof, shall
elect an interest period (each, an Interest Period) to be applicable
to such Loan, which Interest Period shall be a period of one (1), two (2), three
(3), or six (6) months with respect to such Loan; provided that:

(i)  the Interest Period shall commence
on the date of advance of or conversion to any LIBOR Rate Loan and, in the case
of immediately successive Interest Periods, each successive Interest Period
shall commence on the date on which the next preceding Interest Period
expires;

(ii)  if any Interest Period would
otherwise expire on a day that is not a Business Day, such Interest Period shall
expire on the next succeeding Business Day; provided, that if any Interest
Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is
not a Business Day but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the next preceding
Business Day;

(iii)  any Interest Period with respect
to a LIBOR Rate Loan that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of
the relevant calendar month at the end of such Interest Period;

(iv)  no Interest Period shall extend
beyond the Revolving Credit Termination Date; and

(v)  there shall be no more than six (6)
different Interest Periods applicable to LIBOR Rate Loans outstanding at any
time.

(c)  
Default Rate. Upon the occurrence and during the continuance of an Event
of Default, (i) the Borrowers shall no longer have the option to request LIBOR
Rate Loans, (ii) all outstanding LIBOR Rate Loans shall bear interest at a rate
per annum two percent (2%) in excess of the rate then applicable to LIBOR Rate
Loans until the end of the applicable Interest Period and thereafter at a rate
equal to two percent (2%) in excess of the rate then applicable to Base Rate
Loans, and (iii) all outstanding Base Rate Loans shall bear interest at a rate
per annum equal to two percent (2%) in excess of the rate then applicable to
Base Rate Loans. Interest shall continue to accrue on the Loans at the rates set
forth above after the filing by or against the Borrowers of any petition seeking
any relief in bankruptcy or under any act or law pertaining to insolvency or
debtor relief, whether state, federal or foreign, as well as before and after
any judgment.

(d)  
Interest Payment and Computation. Interest on each Base Rate Loan shall
be payable in arrears on the last Business Day of each calendar quarter
commencing September 30, 2005; and interest on each LIBOR Rate Loan shall be
payable on the last day of each Interest Period applicable thereto, and if such
Interest Period extends over three (3) months, at the end of each three (3)
month interval during such Interest Period. Interest on LIBOR Rate Loans and all
fees payable hereunder shall be computed on the basis of a 360-day year and
assessed for the actual number of days elapsed and interest on Base Rate Loans
shall be computed on the basis of a 365 or 366 day year, as applicable, and
assessed for the actual number of days elapsed.

(e)  
Maximum Rate. In no contingency or event whatsoever shall the aggregate
of all amounts deemed interest charged or collected pursuant to the terms of
this Agreement or any Loan Document exceed the highest rate permissible under
any Applicable Law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto. In the event that such a court determines
that the Lenders have charged or received interest hereunder in excess of the
highest applicable rate, the rate in effect hereunder shall automatically be
reduced to the maximum rate permitted by Applicable Law and the Lenders shall,
at the Agents option, (i) promptly refund to the Borrowers any interest
received by Lenders in excess of the maximum lawful rate or (ii) apply such
excess to the principal balance of the Obligations. It is the intent hereof that
the Borrowers not pay or contract to pay, and that neither the Agent nor any
Lender receive or contract to receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may be paid by the Borrowers under
Applicable Law.

Section 4.2  Notice and Manner of Conversion or Continuation of
Loans. Provided that no Event of Default has occurred and is then
continuing, the Borrowers shall have the option to (a) convert, at any time
following the third Business Day after the Closing Date, all or any portion of
its outstanding Base Rate Loans in a principal amount equal to $1,000,000 or any
whole multiple of $5,000,000 in excess thereof into one or more LIBOR Rate Loans
and (b) upon the expiration of any Interest Period, (i) convert all or any part
of its outstanding LIBOR Rate Loans in a principal amount equal to $5,000,000 or
a whole multiple of $1,000,000 in excess thereof into Base Rate Loans and (ii)
continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrowers
desire to convert or continue Loans as provided above, the Borrowers shall give
the Agent irrevocable prior written notice in the form attached hereto as
Exhibit E (a Notice of Conversion/Continuation) not later than 11:00
a.m. (Cleveland time) three (3) Business Days before the day on which a proposed
conversion or continuation of such Loan is to be effective specifying (A) the
Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to
be converted or continued, the last day of the Interest Period therefor, (B) the
effective date of such conversion or continuation (which shall be a Business
Day), (C) the principal amount of such Loans to be converted or continued, and
(D) the Interest Period to be applicable to such converted or continued LIBOR
Rate Loan. The Agent shall promptly notify the Lenders of such Notice of
Conversion/Continuation.

Section 4.3  Fees.

(a)  
Commitment Fee. The Borrowers shall pay to the Agent, for the account of
the Lenders, a non-refundable commitment fee in quarterly installments in
arrears at a rate per annum equal to the applicable percentage(s) specified in
the definition of Applicable Margin on the average daily unused portion of the
Aggregate Commitment on the last Business Day of each calendar quarter,
commencing September 30, 2005, and on the Revolving Credit Termination
Date.

(b)  
Agents and Other Fees. In order to compensate the Agent for
structuring and syndicating the Loans and for its obligations hereunder, the
Borrowers agree to pay to the Agent, for its account, the fees set forth in the
Fee Letter.

Section 4.4  Manner of Payment. Each payment by the Borrowers
on account of the principal of or interest on the Loans or of any fee,
commission or other amounts (including, without limitation, the Reimbursement
Obligation) payable to the Lenders under this Agreement or any Note shall be
made not later than 1:00 p.m. (Cleveland time) on the date specified for payment
under this Agreement to the Agent at the Agents Office for the account of
the Lenders (other than as set forth below) pro rata in accordance with their
respective Commitment Percentages (except as specified below), in Dollars, in
immediately available funds and shall be made without any set-off, counterclaim
or deduction whatsoever. Any payment received after such time but before 2:00
p.m. (Cleveland time) on such day shall be deemed a payment on such date for the
purposes of Section 12.1 hereof, but for all other purposes shall be
deemed to have been made on the next succeeding Business Day. Any payment
received after 2:00 p.m. (Cleveland time) shall be deemed to have been made on
the next succeeding Business Day for all purposes. Upon receipt by the Agent of
each such payment, the Agent shall distribute to each Lender at its address for
notices set forth herein its pro rata share of such payment in accordance with
such Lenders Commitment Percentage (except as specified below) and shall
wire advice of the amount of such credit to each Lender. Each payment to the
Agent of the Issuing Lenders fees or L/C Participants commissions
shall be made in like manner, but for the account of the Issuing Lender or the
L/C Participants, as the case may be. Each payment to the Agent of Agents
fees or expenses shall be made for the account of the Agent, and any amount
payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or 14.2 hereof
shall be paid to the Agent for the account of the applicable Lender. Subject to
Section 4.1(b)(ii) hereof, if any payment under this Agreement or any
Loan Document shall be specified to be made upon a day which is not a Business
Day, it shall be made on the next succeeding day which is a Business Day, and
such extension of time shall in such case be included in computing any interest
if payable along with such payment.

Section 4.5  Credit of Payments and Proceeds. In the event that
the Borrowers shall fail to pay any of the Obligations when due and the
Obligations have been accelerated pursuant to Section 12.2 hereof, all
payments received by the Lenders upon the Loans and other Obligations and all
net proceeds from the enforcement of the Loans and other Obligations shall be
applied first to all expenses then due and payable by the Borrowers hereunder,
then to all indemnity obligations then due and payable by the Borrowers
hereunder, then to all Agents and Issuing Lenders fees then due and
payable, then to all commitment and other fees and commissions then due and
payable, then to accrued and unpaid interest on the Swing Line Loan to the Swing
Line Lender, then to the principal amount outstanding, under the Swing Line Loan
to the Swing Line Lender, then to accrued and unpaid interest on the Revolving
Credit Loans, the Reimbursement Obligation and any termination payments due in
respect of any Secured Hedging Agreement (pro rata in accordance with all such
amounts due), then to the principal amount of the Revolving Credit Loans and
Reimbursement Obligation (pro rata in accordance with all such amounts due) and
then to the cash collateral account described in Section 12.2(b) hereof
to the extent of any L/C Obligations then outstanding, in that order.

Section 4.6  Adjustments. If any Lender (a Benefited
Lender) shall at any time receive any payment of all or part of the
Obligations owing to it, or interest thereon, or if any Lender shall at any time
receive any collateral in respect to the Obligations owing to it (whether
voluntarily or involuntarily, by set-off or otherwise) in a greater proportion
than any such payment to and collateral received by any other Lender, if any, in
respect of the Obligations owing to such other Lender, or interest thereon, such
Benefited Lender shall purchase for cash from the other Lenders such portion of
each such other Lenders Extensions of Credit, or shall provide such other
Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
provided, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned to the extent of such
recovery, but without interest. The Borrowers agree that each Lender so
purchasing a portion of another Lenders Extensions of Credit may exercise
all rights of payment (including, without limitation, rights of set-off) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.

Section 4.7  Nature of Obligations of Lenders Regarding Extensions
of Credit; Assumption by the Agent. The obligations of the Lenders under
this Agreement to make the Loans and issue or participate in Letters of Credit
are several and are not joint or joint and several. Unless the Agent shall have
received notice from a Lender prior to a proposed borrowing date that such
Lender will not make available to the Agent such Lenders ratable portion
of the amount to be borrowed on such date (which notice shall not release such
Lender of its obligations hereunder), the Agent may assume that such Lender has
made such portion available to the Agent on the proposed borrowing date in
accordance with Section 2.2(c) hereof, and the Agent may, in reliance
upon such assumption, make available to the Borrowers on such date a
corresponding amount. If such amount is made available to the Agent on a date
after such borrowing date, such Lender shall pay to the Agent on demand an
amount, until paid, equal to the product of (a) the amount not made available by
such Lender in accordance with the terms hereof, times (b) the daily average
Federal Funds Rate during such period as determined by the Agent, times (c) a
fraction the numerator of which is the number of days that elapse from and
including such borrowing date to the date on which such amount not made
available by such Lender in accordance with the terms hereof shall have become
immediately available to the Agent and the denominator of which is 360. A
certificate of the Agent with respect to any amounts owing under this Section
4.7 shall be conclusive, absent manifest error. If such Lenders
Commitment Percentage of such borrowing is not made available to the Agent by
such Lender within three (3) Business Days of such borrowing date, the Agent
shall be entitled to recover such amount made available by the Agent with
interest thereon at the rate per annum applicable to Base Rate Loans hereunder,
on demand, from the Borrowers. The failure of any Lender to make available its
Commitment Percentage of any Loan requested by the Borrowers shall not relieve
it or any other Lender of its obligation, if any, hereunder to make its
Commitment Percentage of such Loan available on the borrowing date, but no
Lender shall be responsible for the failure of any other Lender to make its
Commitment Percentage of such Loan available on the borrowing date.

Section 4.8  Changed Circumstances.

(a)  
Circumstances Affecting LIBOR Rate Availability. If with respect to any
Interest Period the Agent or any Lender (after consultation with Agent) shall
determine that, by reason of circumstances affecting the foreign exchange and
interbank markets generally, deposits in Eurodollars in the applicable amounts
are not being quoted via Telerate Page 3750 or offered to the Agent or such
Lender for such Interest Period, then the Agent shall forthwith give notice
thereof to the Borrowers. Thereafter, until the Agent notifies the Borrowers
that such circumstances no longer exist, the obligation of the Lenders to make
LIBOR Rate Loans and the right of the Borrowers to convert any Loan to or
continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrowers
shall repay in full (or cause to be repaid in full) the then outstanding
principal amount of each such LIBOR Rate Loan, together with accrued interest
thereon, on the last day of the then current Interest Period applicable to such
LIBOR Rate Loan or convert the then outstanding principal amount of each such
LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest
Period.

(b)  
Laws Affecting LIBOR Rate Availability. If, after the date hereof, the
introduction of, or any change in, any Applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or any of their respective Lending
Offices) with any request or directive (whether or not having the force of law)
of any such Authority, central bank or comparable agency, shall make it unlawful
or impossible for any of the Lenders (or any of their respective Lending
Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate
Loan, such Lender shall promptly give notice thereof to the Agent and the Agent
shall promptly give notice to the Borrowers and the other Lenders. Thereafter,
until the Agent notifies the Borrowers that such circumstances no longer exist,
(i) the obligations of the Lenders to make LIBOR Rate Loans, and the right of
the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan
shall be suspended and thereafter the Borrowers may select only Base Rate Loans
hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain
a LIBOR Rate Loan to the end of the then current Interest Period applicable
thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately
be converted to a Base Rate Loan for the remainder of such Interest Period.
Lenders shall determine the applicability of, and the amount due under, this
Section 4.8(b) consistent with the manner in which they apply similar
provisions and calculate similar amounts payable to them by other borrowers
having in their credit agreements provisions comparable to this Section
4.8(b), and, if requested by the Borrowers, a certificate of any such Lender
setting forth the basis for determining such amount or amounts necessary to
compensate such Lender shall be forwarded to the Borrowers through the Agent and
any such certificate shall be conclusively presumed to be correct save for
manifest error.

(c)  
Increased Costs. If, after the date hereof, the introduction of, or any
change in, any Applicable Law, or in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any of the
Lenders (or any of their respective Lending Offices) with any request or
directive (whether or not having the force of law) of such Authority, central
bank or comparable agency:

(i)  shall subject any of the Lenders
(or any of their respective Lending Offices) to any tax, duty or other charge
with respect to any Loan, Note, Letter of Credit or Application or shall change
the basis of taxation of payments to any of the Lenders (or any of their
respective Lending Offices) of the principal of or interest on any Loan, Note,
Letter of Credit or Application or any other amounts due under this Agreement in
respect thereof (except for changes in the rate of tax on the overall net income
of any of the Lenders or any of their respective Lending Offices imposed by the
jurisdiction in which such Lender is organized or is or should be qualified to
do business or such Lending Office is located); or

(ii)  shall impose, modify or deem
applicable any reserve (including, without limitation, any imposed by the Board
of Governors of the Federal Reserve System), special deposit, insurance or
capital or similar requirement against assets of, deposits with or for the
account of, or credit extended by any of the Lenders (or any of their respective
Lending Offices) or shall impose on any of the Lenders (or any of their
respective Lending Offices) or the foreign exchange and interbank markets any
other condition affecting any LIBOR Rate Loan; and the result of any of the
foregoing is to increase the costs to any of the Lenders of maintaining any
LIBOR Rate Loan or issuing or participating in Letters of Credit or to reduce
the yield or amount of any sum received or receivable by any of the Lenders
under this Agreement or under the Notes in respect of a LIBOR Rate Loan or
Letter of Credit or Application, then such Lender shall promptly notify the
Agent, and the Agent shall promptly notify the Borrowers of such fact and demand
compensation therefor and, within fifteen (15) days after such notice by the
Agent, the Borrowers shall pay to such Lender such additional amount or amounts
as will compensate such Lender or Lenders for such increased cost or reduction.
The Agent will promptly notify the Borrowers of any event of which it has
knowledge which will entitle such Lender to compensation pursuant to this
Section 4.8(c); provided, that the Agent shall incur no liability
whatsoever to the Lenders or the Borrowers in the event it fails to do so. If
requested by the Borrowers, a certificate of such Lender setting forth the basis
for determining such amount or amounts necessary to compensate such Lender shall
be forwarded to the Borrowers through the Agent and any such certificate shall
be conclusively presumed to be correct save for manifest error. The amount of
such compensation shall be determined, by the applicable Lender, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Rate
Loans in the London interbank market and using any reasonable attribution or
averaging methods which such Lender deems appropriate and practical in its sole
discretion. Lenders shall determine the applicability of, and the amount due
under, this Section 4.8 consistent with the manner in which they apply
similar provisions and calculate similar amounts payable to them by other
borrowers having in their credit agreements provisions comparable to this
Section 4.8.

Section 4.9  Indemnity. The Borrowers hereby indemnify each of
the Lenders against any loss or expense which may arise or be attributable to
each Lenders obtaining, liquidating or employing deposits or other funds
acquired to effect, fund or maintain any Loan (a) as a consequence of any
failure by the Borrowers to make any payment when due of any amount due
hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the
Borrowers to borrow on a date specified therefor in a Notice of Borrowing or
Notice of Continuation/Conversion or (c) due to any payment, prepayment or
conversion of any LIBOR Rate Loan on a date other than the last day of the
Interest Period therefor. The amount of such loss or expense shall be
determined, in the applicable Lenders sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Rate
Loans in the London interbank market and using any reasonable attribution or
averaging methods which such Lender deems appropriate and practical. A
certificate of such Lender setting forth the basis for determining such amount
or amounts necessary to compensate such Lender shall be forwarded to the
Borrowers through the Agent and shall be conclusively presumed to be correct
save for manifest error. Lenders shall determine the applicability of, and the
amount due under, this Section 4.9 consistent with the manner in which
they apply similar provisions and calculate similar amounts payable to them by
other borrowers having in their credit agreements provisions comparable to this
Section 4.9.

Section 4.10  Capital Requirements. If either (a) the
introduction of, or any change in, or in the interpretation of, any Applicable
Law or (b) compliance with any guideline or request from any central bank or
comparable agency or other Governmental Authority (whether or not having the
force of law), has or would have the effect of reducing the rate of return on
the capital of, or has affected or would affect the amount of capital required
to be maintained by, any Lender or any corporation controlling such Lender as a
consequence of, or with reference to the Commitments and other commitments of
this type, below the rate which the Lender or such other corporation could have
achieved but for such introduction, change or compliance, then within five (5)
Business Days after written demand by any such Lender, the Borrowers shall pay
to such Lender from time to time as specified by such Lender additional amounts
sufficient to compensate such Lender or other corporation for such reduction.
Lenders shall determine the applicability of, and the amount due under, this
Section 4.10 consistent with the manner in which they apply similar
provisions and calculate similar amounts payable to them by other borrowers
having in their credit agreements provisions comparable to this Section
4.10, and, if requested by the Borrowers, a certificate of such Lender
setting forth the basis for determining such amount or amounts necessary to
compensate such Lender shall be forwarded to the Borrowers through the Agent and
any such certificate shall be conclusively presumed to be correct save for
manifest error.

Section 4.11  Taxes.

(a)  
Payments Free and Clear. Any and all payments by the Borrowers hereunder
or under any Note or Letter of Credit shall be made free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholding, and all liabilities with respect thereto,
excluding, (i) in the case of each Lender and the Agent, income and franchise
taxes imposed by the jurisdiction under the laws of which such Lender or the
Agent (as the case may be) is organized or is or should be qualified to do
business or any political subdivision thereof (excluding taxes imposed on the
basis of net income) and (ii) in the case of each Lender, income and franchise
taxes imposed by the jurisdiction of such Lenders Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as Taxes). If the Borrowers shall be required by law or applicable
treaty to deduct and withhold any Taxes from or in respect of any sum payable
hereunder or under any Note or Letter of Credit to any Lender or the Agent, (A)
the sum payable shall be increased as may be necessary so that after making all
required deductions and withholdings (including, without limitation, deductions
and withholdings applicable to additional sums payable under this
Section 4.11) such Lender or the Agent (as the case may be) receives
an amount equal to the amount such party would have received had no such
deductions been made, (B) the Borrowers shall make such deductions and
withholdings, (C) the Borrowers shall pay the full amount deducted and withheld
to the relevant taxing authority or other authority in accordance with
Applicable Law, and (D) the Borrowers shall deliver to the Agent evidence of
such payment to the relevant taxing authority or other authority in the manner
provided in Section 4.11(d) hereof.

(b)  
Stamp and Other Taxes. In addition, the Borrowers shall pay any present
or future stamp, registration, recordation or documentary taxes or any other
similar fees or charges or excise or property taxes, levies of the United States
or any state or political subdivision thereof or any applicable foreign
jurisdiction which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, the
Loans, the Letters of Credit, the other Loan Documents, or the perfection of any
rights or security interest in respect thereto (hereinafter referred to as
Other Taxes).

(c)  
Indemnity. The Borrowers shall indemnify each Lender and the Agent for
the full amount of Taxes and Other Taxes (including, without limitation, any
Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this
Section 4.11) paid by such Lender or the Agent (as the case may be)
and any liability (including, without limitation, penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted. Such indemnification shall be
made within thirty (30) days from the date such Lender or the Agent (as the case
may be) makes written demand therefor. If requested by the Borrowers, a
certificate of such Lender setting forth the basis for determining such amount
or amounts necessary to compensate such Lender shall be forwarded to the
Borrowers through the Agent and any such certificate shall be conclusively
presumed to be correct save for manifest error.

(d)  
Evidence of Payment. Within thirty (30) days after the date of any
payment of Taxes or Other Taxes, the Borrowers shall furnish to the Agent, at
its address referred to in Section 14.1 hereof, the original or a
certified copy of a receipt evidencing payment thereof or other evidence of
payment satisfactory to the Agent.

(e)  
Delivery of Tax Forms. Each Lender organized under the laws of a
jurisdiction other than the United States or any state thereof shall deliver to
the Borrowers, with a copy to the Agent, on the Closing Date or concurrently
with the delivery of the relevant Assignment and Acceptance, as applicable, (i)
two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as
applicable (or successor forms), properly completed and certifying in each case
that such Lender is entitled to a complete exemption from withholding or
deduction for or on account of any United States federal income taxes, and (ii)
an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the
case may be, to establish an exemption from United States backup withholding
taxes. Each such Lender further agrees to deliver to the Borrowers, with a copy
to the Agent, a Form W-8ECI or W-8BEN and Form W-8 or W-9, or successor
applicable forms or manner of certification, as the case may be, on or before
the date that any such form expires or becomes obsolete or after the occurrence
of any event requiring a change in the most recent form previously delivered by
it to the Borrowers, certifying in the case of a Form W-8ECI or W-8BEN that such
Lender is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes (unless in any such case
an event (including, without limitation, any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders such forms inapplicable or the exemption to
which such forms relate unavailable and such Lender notifies the Borrowers and
the Agent that it is not entitled to receive payments without deduction or
withholding of United States federal income taxes) and, in the case of a Form
W-8 or W-9, establishing an exemption from United States backup withholding
tax.

(f)  
Survival. Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of each Borrower contained
in this Section 4.11 shall survive the payment in full of the Obligations
and the termination of the Commitments.

Section 4.12  Replacement of Lenders.

Each
Lender hereby severally agrees that if any Lender (an Affected
Lender) (i) makes demand upon the Borrowers for (or if the Borrowers
are otherwise required to pay) amounts pursuant to Sections 4.8,
4.10 or 4.11and the payment of such additional amounts are, and
are likely to continue to be, materially more onerous in the reasonable judgment
of the Borrowers than payment of such amounts with respect to the other Lenders,
or (ii) does not consent (or fails to respond) to an amendment, modification or
waiver to any provision of this Agreement or any other Loan Document requested
by the Borrowers and approved by the Required Lenders, the Borrowers may, within
30 days of (x) receipt by the Borrowers of such demand or notice (or the
occurrence of such other event causing the Borrowers to be required to pay such
compensation) or (y) approval of such amendment, modification or waiver, give
notice in writing to the Agent and such Affected Lender of its intention to
replace such Affected Lender with the Eligible Assignee designated in such
notice. Within 30 days of its receipt of such notice, such Affected Lender
shall, subject to the payment of any amounts due pursuant to Section 4.9
by the Borrowers, assign, in accordance with Section 14.10, its
Commitment, Loans, Notes, and other rights and obligations under this Agreement
and all other Loan Documents (including Reimbursement Obligations, if
applicable) to such designated financial institution; provided,
however, that (i) such assignment shall be without recourse,
representation or warranty (except as to (x) such Affected Lenders then
existing Commitment amount and the outstanding principal amount of Loans held by
such Affected Lender, and (y) the absence of Liens arising by, through and under
the Affected Lender) and shall be on terms and conditions reasonably
satisfactory to such Affected Lender and such designated financial institution,
(ii) the purchase price paid by such designated financial institution shall be
in the amount of such Affected Lenders Loans and its percentage of
outstanding Reimbursement Obligations, together with all accrued and unpaid
interest and fees in respect thereof, plus all other amounts (including the
amounts demanded and not paid under Sections 4.8, 4.9,
4.10, and 4.11), owing to such Affected Lender hereunder and (iii)
the Borrowers shall pay to such Affected Lender and the Agent all reasonable
out-of-pocket expenses incurred by such Affected Lender and the Agent in
connection with such assignment and assumption (including the assignment fee
described in Section 14.10).

# ARTICLE VCLOSING, CONDITIONS OF CLOSING AND BORROWING

Section 5.1  Closing. The closing shall take place at the
offices of Reed Smith LLP at 10:00 a.m. on September 9, 2005, or on such other
date as the parties hereto shall mutually agree.

Section 5.2  Conditions to Closing and Initial Extensions of
Credit. The obligation of the Lenders to close this Agreement and to make
the initial Loan or issue the initial Letter of Credit is subject to the
satisfaction of each of the following conditions, including, without limitation,
delivery of each of the documents described below, all in form and substance
satisfactory to the Agent:

(a)  
Executed Loan Documents. This Agreement, the Revolving Credit Notes and
the Swing Line Note shall have each been duly authorized, executed and delivered
to the Agent by the parties thereto, shall be in full force and effect and no
default shall exist thereunder, and the Borrowers shall have delivered original
counterparts thereof to the Agent.

(b)  
Collateral Documents. The joinder executed by Agent with respect to the
Intercreditor Agreement, the joinder executed by the Agent with respect to the
Lockbox Agreement and the Custody Agreement, shall have each been duly
authorized, executed and delivered to the Agent by the parties thereto, shall be
in full force and effect and no default shall exist thereunder.

(c)  
Closing Certificates; etc.

(i)  Certificate of the Secretary of
each Borrower. The Agent shall have received a certificate of the secretary
of each Borrower certifying as to the incumbency and genuineness of the
signature of each officer of such Borrower executing Loan Documents to which it
is a party and certifying that attached thereto is a true, correct and complete
copy of (A) the certificate of incorporation of such Borrower, and all
amendments thereto, if any, certified as of a recent date by the Secretary of
State of the State of Delaware, (B) the bylaws of such Borrower as in
effect on the date of such certifications, and (C) resolutions duly adopted
by the Board of Directors of such Borrower authorizing the borrowings
contemplated hereunder and the execution, delivery and performance of this
Agreement and the other Loan Documents.

(ii)  Certificates of Good
Standing. The Agent shall have received certificates as of a recent date of
the good standing of each Borrower under the laws of the State of Delaware, the
State of New Jersey and the State of New York.

(iii)  Opinions of Counsel. The
Agent shall have received favorable opinions of counsel to the Borrowers
addressed to the Agent and the Lenders with respect to the Borrowers, the Loan
Documents and such other matters as the Lenders shall request.

(iv)  Tax Forms. The Agent shall
have received copies of the United States Internal Revenue Service forms
required by Section 4.11(e) hereof, if any.

(v)  Officers Compliance
Certificate. The Agent shall have received a completed Officers
Compliance Certificate, as of the Closing Date, showing, among other things,
that, taking into account the Extensions of Credit made on such date, the ratio
of Funded Debt to Tangible Net Worth does not exceed 4.0 to 1.

(vi)  Borrowing Base
Certificate. The Agent shall have received a Borrowing Base Certificate
completed as of the Closing Date.

(vii)  Incumbency Certificates.
The Agent shall have received an authorization and incumbency certificate from
the Custodian, certifying as to its due authorization and the incumbency of its
officers with regard to the entering into, execution and delivery of the Custody
Agreement.

(d)  
Collateral.

(i)  Delivery to Filing Agent.
The Agent shall have received a copy of the Request for Application (as such
term is defined in the Custody Agreement) delivered to the Filing Agent with
respect to each Pledged Chassis identified on Schedule 2, and the Borrower shall
have satisfied all delivery requirements set forth in the Custody
Agreement.

(ii)  Filings and Recordings.
Except to the extent the Filing Agent is holding Certificates of Title for which
it is under instruction to file applications reflecting the lien of the Agent as
required by this Agreement, all filings and recordations that are necessary to
perfect the security interests of the Lenders in the Collateral shall have been
received by the Agent and the Agent shall have received evidence satisfactory to
the Agent that upon such filings and recordations such security interests
constitute valid and perfected first priority Liens therein, including, without
limitation, UCC-1 financing statements listing each Borrower as a debtor, the
Agent as secured party and describing the Collateral.

(iii)  Lien Searches. The Agent
shall have reviewed the results of Lien searches (including, without limitation,
searches as to judgments, pending litigation and tax matters) made against each
Borrower under the applicable UCC (or applicable judicial docket), indicating
among other things that the Collateral is free and clear of any Lien except for
Permitted Liens.

(iv)  Casualty and Liability
Insurance. The Agent shall have received certificates of insurance, evidence
of payment of all insurance premiums for the current policy year of each, and,
if requested by the Agent, copies of insurance policies, evidencing customary
levels of insurance (and deductibles) covering the Collateral and the Pledged
Assets, with carriers reasonably acceptable to the Agent, and otherwise in form
and substance customary in Borrowers industry.

(e)  
Consents; Defaults.

(i)  Governmental and Third Party
Approvals. Each Borrower shall have obtained all necessary approvals,
authorizations and consents of any Person and of all Governmental Authorities
and courts having jurisdiction with respect to the transactions contemplated by
this Agreement and the other Loan Documents.

(ii)  No Injunction, Etc. No
action, proceeding, investigation, regulation, legislation or litigation shall
have been instituted, threatened or proposed before any Governmental Authority
to enjoin, restrain, or prohibit, or to obtain damages in respect of, or which
is related to or arises out of this Agreement or the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby, or which, in
the Agents sole discretion, would make it inadvisable to consummate the
transactions contemplated by this Agreement and such other Loan
Documents.

(iii)  No Event of Default. No
Default or Event of Default shall have occurred and be continuing.

(iv)  No Materially Adverse
Effect. No Materially Adverse Effect shall have occurred and be continuing
since December 31, 2004 and no material disruption or material adverse change in
the financial or capital markets has occurred that would have a material adverse
effect on the market for loan syndications.

(f)  
Financial Matters.

(i)  Financial Condition
Certificate. Interpool shall have delivered to the Agent a certificate, in
form and substance satisfactory to the Agent, and certified as accurate by a
Responsible Officer, that (A) each Borrower is Solvent, (B) each Borrowers
payables are current and not past due, and (C) attached thereto are the
five year financial projections previously delivered to the Agent representing
the good faith opinions of the Borrowers and senior management thereof as to the
projected results contained therein.

(ii)  Payment at Closing. The
Borrowers shall have paid the fees set forth or referenced in Section 4.3hereof and any other accrued and unpaid fees or commissions due hereunder
(including, without limitation, legal fees and expenses) to the Agent and
Lenders, and to any other Person such amount as may be due thereto in connection
with the transactions contemplated hereby, including, without limitation, all
taxes, fees and other charges in connection with the execution, delivery,
recording, filing and registration of any of the Loan Documents.

(g)  
Miscellaneous.

(i)  Notice of Borrowing. The
Agent shall have received a Notice of Borrowing from the Borrowers in accordance
with Section 2.2(a) hereof, and a Notice of Account Designation
specifying the account or accounts to which the proceeds of any Loans made after
the Closing Date are to be disbursed.

(ii)  Proceedings and Documents.
All opinions, certificates and other instruments and all proceedings in
connection with the transactions contemplated by this Agreement shall be
satisfactory in form and substance to the Lenders. The Lenders shall have
received copies of all other instruments and other evidence as the Lender may
reasonably request, in form and substance satisfactory to the Lenders, with
respect to the transactions contemplated by this Agreement and the taking of all
actions in connection therewith.

(iii)  Existing Facility. The
Existing Facility shall be repaid in full and terminated. The Agent shall have
received pay-off letters in form and substance satisfactory to it evidencing
such repayment, termination, reconveyance and release, together with UCC-3
financing statements and other evidence reasonably satisfactory to the Agent
evidencing the release of any security interest or lien in the Pledged
Assets.

(iv)  Due Diligence and Other
Documents. The Borrowers shall have delivered to the Agent such other
documents, certificates and opinions as the Agent may reasonably
request.

Section 5.3  Conditions to All Extensions of Credit. The
obligations of the Lenders to make any Extensions of Credit are subject to the
satisfaction of the following conditions precedent on the relevant borrowing or
issue date, as applicable:

(a)  
Continuation of Representations and Warranties.  The
representations and warranties contained in Article VII hereof shall be true and
correct on and as of such borrowing or issuance date with the same effect as if
made on and as of such date; except for any representation and warranty made as
of an earlier date, which representation and warranty shall remain true and
correct as of such earlier date.

(b)  
No Existing Default or Materially Adverse Effect. No Default, Event of
Default or Materially Adverse Effect shall have occurred and be continuing
hereunder (i) on the borrowing date with respect to such Loan or after giving
effect to the Loans to be made on such date or (ii) or the issue date with
respect to such Letter of Credit or after giving affect to such Letters of
Credit on such date.

(c)  
Officers Compliance Certificate; Borrowing Base Certificate; Additional
Documents. The Agent shall have received the Officers Compliance
Certificate and Borrowing Base Certificate most recently required under
Sections 8.2(a) and (b), and each additional document, instrument, legal
opinion or other item of information reasonably requested by it.

(d)  
Delivery to Filing Agent. The Agent shall have received a copy of the
Request for Application (as such term is defined in the Custody Agreement)
delivered to the Filing Agent with respect to each Pledged Chassis identified on
Schedule 2, and the Borrower shall have satisfied all delivery requirements set
forth in the Custody Agreement.

(e)  
Conditions. Each borrowing by the Borrowers or request for the issuance
of a Letter of Credit shall constitute a representation and warranty by the
Borrowers as of the date of such Loan or issuance of such Letter of Credit that
the conditions of this Section 5.3 hereof have been satisfied.

# ARTICLE VICOLLATERAL

Section 6.1  Grant of Security Interest. Each Borrower hereby
pledges, assigns, conveys, mortgages, transfers and grants to the Agent a
continuing security interest in and to any and all of the Pledged Assets,
whether now existing or hereafter acquired or created, whether owned
beneficially or of record and whether owned individually, jointly or otherwise,
together with the products and proceeds thereof, all collections, payments and
other distributions and realizations with respect thereto, any and all other
rights, powers, privileges, remedies and interests of the Borrowers therein;
thereto or thereunder, and any and all renewals, substitutions, modifications
and extensions of any and all of the items set forth above (the foregoing items
will be referred to collectively as the Collateral), as
security for the timely and full payment and satisfaction of the Obligations as
and when due. However, items released in writing by the Agent from time to time
from the Lien of this Agreement and the other Loan Documents shall no longer be
considered to be Collateral hereunder.

Section 6.2  Collateral Documentation.

(a)   The Borrowers shall have delivered to the Custodian the
Certificates of Title to the Pledged Chassis, which shall be delivered with this
Agreement if currently existing or shall be delivered promptly as hereafter
received, acquired or created, pursuant to the terms of this Agreement and the
Custody Agreement. The Agent in its sole and absolute discretion may at any time
after the occurrence and during the continuance of an Event of Default, transfer
or register any of the Collateral into the name of the Agent or its nominee(s)
without any notice to any Borrower. In addition to the foregoing, the Borrowers
shall deliver to the Agent or its designee such other assignments, pledges,
deeds, mortgages, financing statements, attornments, estoppels, waivers,
consents, recognitions, bailments, legal opinions and other instruments,
documents and agreements as the Agent from time to time may request to further
evidence, confirm, effect or perfect any mortgage or other security interest
granted or required to be granted under this Agreement or any other Loan
Document, each in such form and substance as may be acceptable to the
Agent.

(b)  
Each Borrower hereby irrevocably authorizes the Agent in its sole and absolute
discretion: (i) to file without the signature of any Borrower any and all
financing statements, modifications and continuations in respect of the
Collateral and the transactions contemplated by this Agreement and the other
Loan Documents; (ii) to sign any such statement, modification or continuation on
behalf of any Borrower if the Agent deems such signature necessary or desirable
under Applicable Law; and (iii) to file a carbon, photographic or other
reproduction of any financing statement or modification if the Agent deems such
filing necessary or desirable under Applicable Law; provided thatso long
as no Event of Default is then continuing, the Agent shall accord the Borrowers
an opportunity to review any proposed financing statement or modification (but
not continuation); and provided further thatthe failure to send any such
copy for review shall not affect the validity or enforceability of any such
filing by the Agent. The Borrowers shall promptly reimburse the Agent for all
costs and expenses incurred in connection with the preparation and filing of any
such document. The Agent shall send a copy of any such filing to the Borrowers;
provided, however, thatthe failure to send that copy shall not affect
the validity or enforceability of any such filing. The Agent shall not be liable
for any mistake in or failure to file any financing statement, modification or
continuation. The Borrowers agree to file the financing statements being
delivered pursuant to Section 5.1(d) hereof and to provide, not later than
September 30, 2005, the Agent with a bring-down lien search
evidencing the filing of such financing statements and any other filings made
against the Borrowers since August 1, 2005.

(c)  
Prior to receipt by the Custodian, each Certificate of Title (or, as to any
Pledged Chassis purchased directly from the manufacturer or another seller, the
necessary purchase documentation) shall be delivered to a Filing Agent with
instruction to the Filing Agent to promptly apply for a revised (or new)
Certificate of Title evidencing a Borrower as the sole owner and the Agent as
the sole secured party, and providing an address for the Custodian to which such
issued Certificate of Title shall be delivered.

(d)  
The Borrowers hereby covenant that Interpool and its Subsidiaries will duly
perform all their obligations under the Lockbox Agreement and the Intercreditor
Agreement and the Borrowers will direct all Lessees to make all Lease Payments
to the Lockbox and the Lockbox Account (as such terms
are defined in the Lockbox Agreement).

(e)  
The Agent and each Lender acknowledge and agree that the Agent shall not
exercise any rights it may have with respect to the Intercreditor Agreement or
the Lockbox Agreement, including, without limitation, any right to direct the
proceeds of the Pledged Assets or to modify the account into which proceeds of
the Pledged Assets are deposited, unless and until an Event of Default under
this Agreement shall have occurred and be continuing.

Section 6.3  Performance by the Agent. In the event the
Borrowers fail to pay or otherwise perform or satisfy any of their obligations
to others or under or in respect of any of the Collateral as required by this
Agreement or any other Loan Document, the Agent shall have the right in its sole
and absolute discretion (but shall be under no duty or obligation) to make any
such payment or cause the performance or satisfaction of any other such
obligation, including (without limitation) the payment of any tax, claim or
insurance premium, the maintenance or defense of any part of the Collateral or
the purchase or discharge of any Lien on any part of the Collateral. The Agent
will endeavor to give the Borrowers prior notice (which may be by telephone or
telecopy) of any such payment or action; provided, however, thatthe
failure to give such notice shall not affect the validity of the payment or
action or the reimbursement obligations of the Borrowers with respect thereto.
The Borrowers shall pay or reimburse on demand any and all amounts advanced or
expenses incurred by the Agent or its designee under this Section, which shall
constitute additional Loans under (and secured by) this Agreement and shall bear
interest at the rate applicable to the Loans. No payment made or action taken by
the Agent or its designee shall be deemed or construed to be a waiver, cure or
satisfaction of the underlying default, which default shall be deemed to be
continuing until such time (if ever) as the Borrowers have, prior to the
Revolving Credit Termination Date, (i) resumed the payment, performance and
satisfaction required by this Agreement and the other Loan Documents and (ii)
repaid all Loans advanced for such payments and actions, together with interest
thereon, and paid all others to whom the Agent has requested direct payment
respecting such payments and actions.

Section 6.4  Litigation Respecting Collateral.

(a)  
In the event that any action, suit or other proceeding (whether or not
purportedly on behalf of the Borrowers) at law, in equity, in arbitration or
before any other Governmental Authority involving or affecting the Collateral
which could reasonably be expected to result in a Materially Adverse Effect (a
Proceeding)is contemplated by the Borrowers or is otherwise
commenced by or against any party hereto, the Borrowers shall give the Agent
immediate notice thereof. Within twenty (20) Business Days after its receipt of
such notice, the Agent shall notify the Borrowers that either (i) the Agent will
join in the Proceeding, (ii) a specified designee of the Agent will join in the
Proceeding, or (iii) the Borrowers may prosecute the Proceeding without the
participation of the Agent or its designee, which Proceeding in any event shall
be conducted in accordance with the provisions of subsection (b) of this
Section. In the event the Agent fails to respond to such notice of the
Proceeding within that period, the Agent shall be deemed to have elected
alternative (iii) above, without, however, waiving any other right, power,
privilege, remedy or interest of the Agent under this Agreement, the other Loan
Documents and Applicable Law.

(b)  
If the Borrowers elect to commence a Proceeding or a Proceeding has otherwise
commenced by or against any party hereto, the Borrowers shall cause the same to
be prosecuted (A) in such a manner that all the rights of the Agent are
preserved and protected to the fullest extent reasonably possible and (B) with
counsel to the Borrowers that is acceptable to and represents both the Borrowers
and the Agent. Subject to compliance by the Borrowers with the foregoing, (x)
the Agent (if named as a party by someone other than the Borrowers) shall join
in the Proceeding and take any other action reasonably requested by counsel to
the Borrowers to facilitate the prosecution thereof, all at the sole cost and
expense of the Borrowers, and (y) the Proceeding may be prosecuted by the
Borrowers in such manner as the Borrowers and their counsel reasonably deem
appropriate. In any event, if the Agent determines at any time during the
pendency of a Proceeding (after consultation with counsel to the Agent) that the
interests of the Agent are at variance with the interests of the Borrowers, the
Agent may appoint its own counsel (at the expense of the Borrowers) to represent
the Agent in the Proceeding, and the Borrowers and their counsel shall cooperate
with the Agent and its counsel to the fullest extent possible in that
Proceeding.

Section 6.5  Power of Attorney. With respect to the various
assets and properties included or required to be included in the Collateral
hereunder, the Borrowers hereby irrevocably make, constitute and appoint the
Agent and the Agent s executive officers (Vice President or above), and
each of them, with full power of substitution, as the true and lawful
attorney-in-fact of the Borrowers, with full power and authority from time to
time in the name, place and stead of the Borrowers to: (a) take possession of
and execute or endorse (to the Agent or otherwise) any one or more contracts,
mortgages, deeds, pledges, assignments, instruments and other documents, and any
one or more notes, checks, drafts, bills of exchange, money orders or other
documents received in payment for or on account of those assets and properties;
(b) receive, open and dispose of all mail and other deliveries to the Borrowers
respecting the Collateral and request postal authorities and others to change
the delivery address(es) for the Borrowers to such address(es) as the Agent may
deem necessary or desirable; (c) demand, collect and receive any monies due on
account of those assets and properties and give receipts and acquittances in
connection therewith; (d) negotiate and compromise any claim, and commence,
prosecute, defend, settle or withdraw any claims, suits or proceedings,
pertaining to or arising out of those assets and properties; (e) pay any
Indebtedness or other liability or perform any other obligation required to be
paid or performed under this Agreement or any other Loan Document by the
Borrowers or any other person (other than the Agent); (f) prepare and execute on
behalf of the Borrowers any mortgage, financing statement or other evidence of a
security interest contemplated by this Agreement, or any modification, refiling,
continuation or extension thereof, (g) take any other action contemplated by
this Agreement or any other Loan Document; and (h) sign, execute, acknowledge,
swear to, verify, deliver, file, record and publish any one or more of the
foregoing; provided, however,that the above-named attorneys-in-fact may
exercise the powers set forth in subsections (a), (b), (c), (d), (e) and (g) of
this Section only following the occurrence and during the continuance of an
Event of Default, whether or not any reference to this Power of Attorney is made
in that notice, and without regard to whether any other action has been taken by
the Agent under this Agreement or any other Loan Document. This Power of
Attorney is hereby declared to be irrevocable, with full power of substitution
and coupled with an interest. This Power of Attorney shall survive the
dissolution, reorganization or bankruptcy of the Borrowers and shall extend to
and be binding upon the successors, assigns, heirs and legal representatives of
the Borrowers. This Power of Attorney may be exercised (i) by any one of the
above-named attorneys-in-fact, or by any substitute designated by any of those
attorneys-in-fact, and (ii) by signing for the Borrowers individually on any
document or instrument or by listing two or more of the persons, including the
Borrowers, for whom any document or instrument is being signed and signing once,
with a single signature by the attorney-in-fact or substitute being effective to
exercise the Powers of Attorney of all persons so listed. A facsimile signature
shall be effective if so affixed. The Agent shall not be liable for any failure
to collect or enforce the payment of any of those assets and properties.

Section 6.6  Certain Acknowledgments and Waivers by the
Borrowers.

(a)  
The Borrowers acknowledge and agree that the rights, powers, privileges,
remedies and interests granted to or conferred upon the Agent in respect of any
of the Collateral by this Agreement, the other Loan Documents and Applicable Law
are purely discretionary and shall not, and shall not be deemed or construed to,
impose upon the Agent any duty or other obligation (A) to sell, foreclose or
otherwise realize upon any of the Collateral, (B) to protect or preserve any of
the Collateral, (C) to perform or satisfy any obligation under or respecting any
of the Collateral or the Borrowers, (D) to mitigate or otherwise reduce any
damage or other loss, or (E) to otherwise exercise or enforce any such right,
power, privilege, remedy or interest. Any sale, foreclosure or other realization
upon any of the Collateral, or any other exercise or enforcement of any such
right, power, privilege, remedy or interest, if undertaken by the Agent in its
sole and absolute discretion, may be delayed, discontinued or otherwise not
pursued or exhausted for any reason whatsoever (whether intentionally or
otherwise). Without limiting the generality of the foregoing, the Borrowers
hereby expressly waive each and every claim or defense, and agree that they will
not assert or pursue (by action, suit, counterclaim or otherwise) any claim or
defense, respecting (i) any settlement or compromise with any obligor or other
third party under any Lease or Related Asset included in the Collateral,
irrespective of any reduction in the potential proceeds therefrom, (ii) the
selection or order of disposition of any Collateral (which may be at random or
in any order(s) the Agent may select in its sole and absolute discretion), (iii)
any private sale of any Collateral, whether or not any public market exists,
(iv) the choice or timing of any sale date (which the Agent may select in its
sole and absolute discretion), irrespective of whether greater sale proceeds
would be realizable on a different sale date, (v) the adequacy of the sale price
of any Collateral, (vi) any insufficiency of the proceeds to fully satisfy the
Obligations, (vii) any sale of Collateral to the first person to receive an
offer or make a bid, (viii) the selection of any purchaser of any Collateral, or
(ix) any default by any purchaser of any Collateral. Neither the Agent nor any
of its representatives shall incur any liability in connection with any sale of
or other action taken respecting any Collateral in accordance with the
provisions of this Agreement, any other Loan Document or Applicable Law
(including the UCCs requirement of commercial reasonableness).

(b)  
The Borrowers hereby expressly waive the applicability of any and all Applicable
Law that are or may be in conflict with the terms and provisions of this
Agreement and the other Loan Documents now or at any time in the future to the
extent waiver is not limited under Applicable Law, including (without
limitation) those pertaining to notice (other than notices required by this
Agreement or any other Loan Document), appraisal, valuation, stay, extension,
moratorium, marshaling of assets, exemption and equity of redemption; provided,
however, that the preceding provision is not intended to confer upon the Agent
any right, power, privilege, remedy or interest not permissible under Applicable
Law notwithstanding the foregoing waivers nor to waive any partys duty of
commercial reasonableness.

Section 6.7  Partial Releases. The Agent from time to time
shall release portions of the Collateral from the liens and security interests
granted under this Agreement and the other Loan Documents qualifying for release
in accordance with the terms of Section 2.5(c), 6.8 or 11.7 hereof, shall
execute and deliver the documentation reasonably required to effect each such
release (in such form and substance as may be acceptable to the Agent), and
shall return the applicable instruments and other documents to the Borrowers or
their designee, in each case subject to receipt of evidence and documentation in
such form and substance as may be acceptable to the Agent that those terms and
conditions have been satisfied; provided that no Event of Default or Default
then exists or could result therefrom. Any and all actions under this Section
shall be without any recourse to or representation or warranty by the Agent and
shall be at the sole cost and expense of the Borrowers.

Section 6.8  Substitution of Collateral.

So
long as no Event of Default has occurred and is continuing, Interpool may pledge
Chassis, together with their Related Assets, to the Agent in exchange for
Chassis, together with their Related Assets, then allocated to the Collateral,
if:

(a)  
As of the related Substitution Date, the Chassis then being transferred have an
aggregate (i) Net Book Value, for any Eligible Chassis, and (ii) Finance Lease
Value, for any Eligible Lease, as applicable, that is equal to or greater than
the aggregate (x) Net Book Value, for any Chassis not subject to a Finance
Lease, and (y) Finance Lease Value, for any Chassis subject to a Finance Lease,
of the Chassis and Related Assets being replaced;

(b)  
as of the related Substitution Date for any Chassis, either (i) such Chassis
then being transferred satisfies the definition of Eligible Chassis or (ii) the
Lease related to such Chassis satisfies the definition of Eligible Lease, as
applicable;

(c)  
no Event of Loss has occurred with respect to any Chassis then being transferred
and no Lease related to any such Chassis is a Defaulted Lease;

(d)  
no Chassis, Leases or any Related Assets, then being pledged to the Agent were
subject to (i) any adverse selection procedures by any Borrower in selecting
such Chassis, Leases or other Related Assets or (ii) at the time of such
transfer, any Lien other than a Permitted Lien; and

(e)  
immediately upon such substitution, the Agent, for the benefit of the Lenders,
shall have a perfected, first priority Lien on such Chassis, Leases and, to the
extent in which a security interest can be perfected under Article 9 of the UCC,
Related Assets.

Section 6.9  Termination of Security Interests. The security
interests granted to the Agent hereunder shall terminate when all Commitments
hereunder have been terminated and all of the Obligations have been indefeasibly
paid and satisfied in full. Upon such complete payment and satisfaction: the
Agent shall reassign, release and/or deliver to the Borrowers all Collateral
then held by or at the direction of the Agent under the Loan Documents; and, if
requested by the Borrowers, the Agent shall deliver to the Borrowers for filing
in each office in which any financing statement, mortgage, or lease, or
assignment thereof, relating to the Collateral, or any part thereof, shall have
been filed, a termination statement under the UCC or an appropriate
satisfaction, release, reconveyance or reassignment releasing the Agents
interest therein, and any other instrument or document that the Borrowers deem
reasonably necessary to evidence the termination of the Agents security
interest; each in such form and substance as may be acceptable to the Agent. Any
and all actions under this Section shall be without any recourse to or
representation or warranty by the Agent and shall be at the sole cost and
expense of the Borrowers.

# ARTICLE VIIREPRESENTATIONS AND WARRANTIES

Each
Borrower represents and warrants to the Agent and each of the Lenders that as of
the Closing Date and each date of each Extension of Credit:

Section 7.1  Corporate Existence and Good Standing, Etc.

(a)  
It and its respective Subsidiaries are Corporations validly organized and
existing and in good standing under the laws of the jurisdictions in which they
are organized, and each has the requisite organizational power to own its
property and conduct its business as presently conducted by it;
and

(b)  
In all jurisdictions where a Borrower or any of such Borrowers
Subsidiaries are required to be qualified to do business such Borrower and each
such Subsidiary is either so qualified or such qualification can readily be
obtained without substantial penalty; and the failure, individually or in the
aggregate, to qualify in jurisdictions where such Borrower or any of such
Borrowers Subsidiaries have not done so could not, individually or in the
aggregate, reasonably be expected to have a Materially Adverse Effect.

Section 7.2 Corporate Power; Consents; Absence of Conflict with Other
Agreements, Etc.

(a)  
The execution, delivery and performance of the Loan Documents by each Borrower
and the borrowings and transactions contemplated hereby and
thereby:

(i)  are within their respective
organization powers and have been duly authorized by all necessary organization
action;

(ii)  do not require any approval or
consent of, or filing with, any governmental agency or authority, and do not and
will not contravene any provision of Applicable Law or the terms of their
respective charter documents or bylaws or any amendment thereof; and

(iii)  will not conflict with or result
in any material breach or contravention of or default under, or the creation of
any Lien under, any indenture, agreement, lease, instrument or undertaking to
which any Borrower is a party or by which any of them or any of their properties
are bound.

(b)  
Each of the Loan Documents executed by a Borrower is, and will be, a valid and
legally binding obligation of such Borrower, enforceable in accordance with
their respective terms.

(c)  
This Agreement and the other Loan Documents have been duly executed and
delivered by each Borrower thereto.

Section 7.3  Title to Properties. Interpool and each of its
Subsidiaries own all of their respective assets reflected as such in
Interpools Consolidated balance sheet as at December 31, 2004. Each
Borrower is Solvent and will not be rendered insolvent as a result of the
transactions contemplated hereby or referred to herein.

Section 7.4  Financial Statements. The Agent and the Lenders
have been furnished with (a) Interpools audited Consolidated balance sheet
as of December 31, 2004, and its audited Consolidated statements of income,
retained earnings and cash flows for the Fiscal Year then ended, and related
footnotes, and (b) Interpools unaudited Consolidated balance sheets as of
June 30, 2005, and unaudited Consolidated statements of income, retained
earnings and cash flows for the fiscal quarter then ended. Such financial
statements have been prepared in accordance with GAAP applied on a consistent
basis throughout the periods specified and present fairly the financial position
of Interpool and its Subsidiaries as of such date and the results of their
respective operations for the year then ended. There are no liabilities,
contingent or otherwise, known to any Borrower, not disclosed in such financial
statements or footnotes that involve a material amount.

Section 7.5  No Material Changes, Etc. There have occurred no
changes in the condition (financial or otherwise), operations, assets, income,
or business of Interpool and its Subsidiaries as shown on or reflected in
Interpools Consolidated balance sheets as of December 31, 2004 and as of
June 30, 2005, or Interpools Consolidated statements of income and cash
flows for the Fiscal Year and fiscal quarter then ended, the effect of which,
individually or in the aggregate, could reasonably be expected to have a
Materially Adverse Effect on Interpool and its Subsidiaries taken as a whole.

Section 7.6  Litigation. There are no actions, suits,
proceedings or investigations of any kind pending or, to its knowledge,
threatened, against Interpool or any of its Subsidiaries before any court,
tribunal or administrative agency or board which, if determined adversely,
individually or in the aggregate, could reasonably be expected to have a
Materially Adverse Effect, or materially impair their ability to carry on their
businesses substantially as now conducted, or result in any substantial
liability not adequately covered by insurance, or which question the validity of
this Agreement or any other Loan Document or any action taken or to be taken
pursuant hereto or thereto.

Section 7.7  No Materially Adverse Contracts, Etc. Neither
Interpool nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation
which, individually or in the aggregate, in the judgment of its officers, could
reasonably be expected to have a Materially Adverse Effect.

Section 7.8  Compliance with Other Instruments Laws, Etc.
Neither Interpool nor any of its Subsidiaries are violating any provision of
their respective charter documents or bylaws or any agreement or instrument by
which they or any of their properties may be bound or any decree, order,
judgment, or, to the knowledge of their officers, any statute, license, rule or
regulation, in a manner which, individually or in the aggregate, could result in
the imposition of substantial penalties or could reasonably be expected to have
a Materially Adverse Effect.

Section 7.9  Tax Status. Except to the extent expressly
disclosed on Interpools 10-K filed in connection with its Fiscal Year
ended December 31, 2004, Interpool and its Subsidiaries (a) made or filed all
tax returns, reports and declarations required by any jurisdiction to which any
of them are subject, (b) paid all taxes and other governmental assessments and
charges that are material in amount and required to be paid, except those being
contested in good faith, by appropriate proceedings diligently pursued, and (c)
set aside on their books provisions reasonably adequate for the payment of all
taxes for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to
be due from Interpool or any of its Subsidiaries by the taxing authority of any
jurisdiction, and the officers of the Borrowers know of no basis for any such
claim.

Section 7.10  Compliance with ERISA. Interpool and each of its
Subsidiaries and each member of the Controlled Group have fulfilled their
obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan and are in compliance in all material respects with the
applicable provision of ERISA and the Code, and have not incurred any liability
to the PBGC or a Plan under Title IV of ERISA; and no prohibited
transaction or reportable event (as such terms are defined in
ERISA) has occurred with respect to any Plan which could reasonably be expected
to result in material liability for excise taxes.

Section 7.11  Environmental Matters.

(a)  
Interpool and each of its Subsidiaries have obtained all material permits,
licenses and other authorizations which are required under all Environmental
Laws, except to the extent failure to have any such permit, license or
authorization, individually or in the aggregate, could not reasonably be
expected to result in a Materially Adverse Effect. Interpool and each of its
Subsidiaries are in compliance in all material respects with the terms and
conditions of all such permits, licenses and authorizations, and are also in
compliance in all material respects with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and
timetables contained in any applicable Environmental Law or in any regulation,
code, plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved thereunder, except to the extent failure to
comply, individually or in the aggregate, could not reasonably be expected to
have a Materially Adverse Effect on the business, financial condition or
operations of Interpool and its Subsidiaries.

(b)  
No notice, notification, demand, request for information, citation, summons or
order has been issued, no complaint has been filed, no penalty has been assessed
and no investigation or review is pending or, to the knowledge of any Borrower,
threatened by any governmental or other entity with respect to any alleged
failure by Interpool or any of its Subsidiaries to have any permit, license or
authorization required in connection with the conduct of its business or with
respect to any Environmental Laws, including Environmental Laws relating to the
generation, treatment, storage, recycling, transportation, disposal or release
of any Hazardous Materials.

(c)  
To the best of each Borrowers knowledge, no material oral or written
notification of a release of a Hazardous Material has been filed by or on behalf
of Interpool or any of its Subsidiaries and no property now or previously owned,
leased or used by Interpool or any of its Subsidiaries is listed or proposed for
listing on the National Priorities List under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, or on any similar
state list of sites requiring investigation or clean-up.

(d)  
To the best of each Borrowers knowledge, there are no Liens or
encumbrances arising under or pursuant to any Environmental Laws on any of the
real property or properties owned, leased or used by Interpool or any of its
Subsidiaries other than Liens, if any, that do not materially detract from the
value of the property or materially impair the use thereof in the operation of
the business of Interpool and its Subsidiaries or have a Materially Adverse
Effect and no governmental actions have been taken or are in process which could
subject any of such properties to such Liens or encumbrances or, as a result of
which Interpool or any of its Subsidiaries would be required to place any notice
or restriction relating to the presence of Hazardous Materials at any property
owned by it in any deed to such property.

(e)  
None of Interpool, any of its Subsidiaries, or, to the best knowledge of
Interpool and each of its Subsidiaries, any previous owner, tenant, occupant or
user of any property owned, leased or used by Interpool or any of its
Subsidiaries has (i) engaged in or permitted any operations or activities upon
or any use or occupancy of such property, or any portion thereof, for the
purpose of or in any way involving the handling, manufacture, treatment,
storage, use, generation, release, discharge, refining, dumping or disposal
(whether legal or illegal, accidental or intentional) of any Hazardous Materials
on, under, in or about such property, except to the extent commonly used in
day-to-day operations of such property and in such case only in compliance with
all Environmental Laws, or (ii) transported any Hazardous Materials to, from or
across such property except to the extent commonly used in day-to-day operations
of such property and, in such case, in compliance in all material respects with,
all Environmental Laws; nor to the best knowledge of Interpool and each of its
Subsidiaries have any Hazardous Materials migrated from other properties upon,
about or beneath such property, nor, to the best knowledge of Interpool and each
of its Subsidiaries, are any Hazardous Materials presently constructed,
deposited, stored or otherwise located on, under, in or about such property
except to the extent commonly used in day-to-day operations of such property
and, in such case, in compliance in all material respects with, all
Environmental Laws.

Section 7.12  No Default.

(a)  
No Default or Event of Default has occurred and is continuing under this
Agreement or any other Loan Document.

(b)  
Neither Interpool nor any of its Subsidiaries are in default under any
Indebtedness which default could reasonably be expected to result in an Event of
Default under Section 12.1(g) or (h).

Section 7.13  Patents, Copyrights, Permits, Trademarks, Licenses
and Leases. Interpool and each of its Subsidiaries have rights with respect
to all of their respective material patents, trademarks, permits, service marks,
trade names, copyrights and licenses, and shall have obtained assignments of all
leases, necessary for the present conduct of its business, the absence of which,
individually or in the aggregate, could reasonably be expected to result in a
Materially Adverse Effect.

Section 7.14  Use of Proceeds. The Borrowers will use proceeds
of the Extensions of Credit made hereunder only as follows: (i) in the case of
the initial Extensions of Credit to be made on the Closing Date, to refinance
the Existing Facility, and (ii) in the case of all other Extension of Credit,
for working capital and general corporate requirements of the Borrowers and the
payment of certain fees and expenses incurred in connection with the
transactions contemplated by this Agreement. No portion of any Credit Loan is to
be used, for the purpose of purchasing or carrying any margin
stock as such terms are used in Regulations T, U and X of the Board of
Governors of the Federal Reserve System, as amended and the Borrowers are not
engaged in the business of extending credit to others for such purpose.

Section 7.15  Capitalization. Interpool owns 100% of the issued
and outstanding Voting Stock of Trac, free and clear of all Liens. Trac has not
issued or granted any options or rights with respect to the issuance of its
respective capital stock which is presently outstanding.

Section 7.16  Subsidiaries. The Borrowers have no Subsidiaries
that hold title to any Chassis other than another Borrower or special purpose
entity formed by a Borrower (provided that any titling trust shall not be deemed
a Subsidiary of any Borrower).

Section 7.17  Holding Company and Investment Company Acts.
Neither Interpool, nor any of its Subsidiaries, is a holding company
or a subsidiary company of a holding company or an
affiliate of a holding company, as such terms are
defined in the Public Utility Holding Company Act of 1935; nor are any of them a
registered investment company, or an affiliated company
or a principal underwriter of a registered investment
company, as such terms are defined in the Investment Company Act of 1940,
as amended.

Section 7.18  Pension Plans. The funding by Interpool, or any
of its Subsidiaries, of any Guaranteed Pension Plan (as defined in ERISA)
complies with the minimum funding standards of Section 302 of ERISA and Section
412 of the Code, as amended. Interpool and its Subsidiaries have made all
contributions to each Multiemployer Plan (as defined in ERISA) required pursuant
to any applicable collective bargaining agreement. No material Reportable Event
(as defined in ERISA) has occurred with respect to any Guaranteed Pension Plan;
Interpool and its Subsidiaries have not incurred any material liability as a
result of a complete or partial withdrawal, as defined in ERISA, from any
Multiemployer Plan; and no steps have been taken to terminate any Guaranteed
Pension Plan.

Section 7.19  Disclosure. This Agreement and all certificates
furnished to the Agent and the Lenders by or on behalf of the Borrowers to the
Agent and the Lenders in connection herewith do not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements contained herein and therein not misleading. There is no fact
known to Interpool or any of its Subsidiaries which, individually or in the
aggregate, has or, could reasonably be expected to have a Materially Adverse
Effect, except as has been disclosed previously to the Agent in writing.

Section 7.20  Title to Pledged Assets. The Borrowers have good
and valid legal and beneficial title to, and are the lawful owners of, all
Pledged Assets, free and clear of all Liens whatsoever, except for Permitted
Liens.

Section 7.21  Survival of Representations and Warranties, Etc.
All statements contained in any certificate delivered by or on behalf of any
Borrower pursuant to or in connection with this Agreement or any of the Loan
Documents (including any such representation or warranty made or in connection
with any amendment thereto) shall constitute representations and warranties made
under this Agreement. All representations and warranties made under this
Agreement shall survive, and not be waived by, the execution and delivery of
this Agreement or any other Loan Document, any investigation or inquiry by the
Agent or the Lenders, or by making any Extension of Credit under this Agreement.

Section 7.22  Eligible Leases; Eligible Chassis. Each Lease (a)
constitutes tangible chattel paper, an account or a
general intangible within the meaning of the UCC and (b) if a
Finance Lease, complied with the definition of the term Eligible
Lease on the date such Finance Lease is pledged to the Agent hereunder.
Each Chassis set forth on Schedule 2 from time to time complied with the
definition of the term Eligible Chassis on the date such Chassis
becomes a Pledged Asset. At the time any Additional Chassis or Substitute
Chassis are pledged to the Agent hereunder, or any Pledged Chassis is released
from the Collateral, the Borrowers shall deliver to the Agent, the Lenders and
the Custodian a revised Schedule 2 reflecting such additions,
substitutions and/or releases.

Section 7.23  Foreign Assets Control Regulations. None of the
requesting or borrowing of any Extensions of Credit or the use of the proceeds
thereof of such will violate the Trading With the Enemy Act (50 U.S.C. § 1
et seq., as amended) (the Trading With the Enemy Act) or any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) (the Foreign Assets Control
Regulations) or any enabling legislation or executive order relating
thereto (which for the avoidance of doubt shall include, but shall not be
limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism (66 Fed. Reg. 49079 (2001)) (the Executive Order) and (b)
the Patriot Act. Furthermore, none of the Borrowers or their Affiliates (a) are
or will become a blocked person as described in the Executive Order,
the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b)
engage or will engage in any dealings or transactions, or be otherwise
associated, with any such blocked person.

# ARTICLE VIIIFINANCIAL INFORMATION AND NOTICES

Until all the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 14.13 hereof, each Borrower will furnish, or cause to be
furnished, to the Agent and the Lenders at their addresses as set forth on
Schedule 1 hereto, or such other office as may be designated by in writing from
time to time:

Section 8.1  Financial Statements and Projections.

(a)  
Quarterly Financial Statements. As soon as practicable and in any event
within sixty (60) days after the end of each of the first three (3) fiscal
quarters of each Fiscal Year, unaudited Consolidated balance sheets of Interpool
and its Consolidated Subsidiaries, as of the close of such fiscal quarter and
unaudited Consolidated statements of income, retained earnings and cash flows
for the fiscal quarter then ended and that portion of the Fiscal Year then ended
for Interpool and its Consolidated Subsidiaries, including, without limitation,
the notes thereto, all in reasonable detail setting forth in comparative form
the corresponding figures for the preceding Fiscal Year and prepared by the
Borrowers in accordance with GAAP and, if applicable, containing disclosure of
the effect on the financial position or results of operations of any change in
the application of accounting principles and practices during the period, and
certified by the chief financial officer of Interpool to present fairly in all
material respects the financial condition of Interpool and its Consolidated
Subsidiaries, and the results of operations of Interpool and its Consolidated
Subsidiaries, for the periods then ended, subject to normal year end
adjustments. Delivery to the Agent and Lenders of Interpools filed Form
10-Q for the applicable Fiscal Quarter shall satisfy the foregoing
requirement.

(b)  
Annual Financial Statements. As soon as practicable and in any event
within one hundred twenty (120) days after the end of each Fiscal Year, audited
Consolidated balance sheets of Interpool and its Consolidated Subsidiaries, as
of the close of such Fiscal Year and audited Consolidated statements of income,
retained earnings and cash flows of Interpool and its Consolidated Subsidiaries,
for the Fiscal Year then ended, including, without limitation, the notes
thereto, all in reasonable detail setting forth in comparative form the
corresponding figures for the preceding Fiscal Year and prepared by an
independent certified public accounting firm acceptable to the Agent in
accordance with GAAP and, if applicable, containing disclosure of the effect on
the financial position or results of operation of any change in the application
of accounting principles and practices during the year, and accompanied by a
report thereon by such certified public accountants that is not qualified with
respect to scope limitations imposed by Interpool and its Consolidated
Subsidiaries, or with respect to accounting principles followed by Interpool and
its Consolidated Subsidiaries not in accordance with GAAP. Delivery to the Agent
of Interpools filed Form 10-K for the applicable Fiscal Year shall satisfy
the foregoing requirement.

(c)  
Annual Financial Plan and Projections. As soon as practicable and in any
event within thirty (30) days after the beginning of each Fiscal Year, a
financial plan and projections for Interpool for the ensuing Fiscal Year, such
plan and projections to be prepared in accordance with GAAP and to include a
projected income statement, a statement of cash flows and balance sheet and the
assumptions used to develop such projections.

Section 8.2  Certificates.

(a)  
Officers Compliance Certificate. At each time financial statements
are delivered pursuant to Section 8.1(a) or Section 8.1(b) hereof
and at such other times as the Agent shall reasonably request, a certificate of
the chief financial officer of Interpool in the form of Exhibit F attached
hereto (an Officers Compliance Certificate).

(b)  
Borrowing Base Certificate. Monthly, on the twentieth (20th)
day of each month, and at such other times as the Agent shall reasonably
request, a certificate of the chief financial officer or the treasurer of
Interpool in the form of Exhibit G attached hereto (a Borrowing Base
Certificate).

Section 8.3  Other Reports.

(a)  
Promptly upon receipt thereof, copies of all reports, if any, submitted to any
Borrower or its Boards of Directors by its independent public accountants in
connection with their auditing function, including, without limitation, any
management letters or reports and any management responses thereto;

(b)  
Promptly upon their becoming available, copies of such other financial
statements and reports, if any, as any Borrower may be required to publicly file
with the Securities and Exchange Commission or any similar or corresponding
governmental commission, department or agency substituted therefor, or any
similar or corresponding governmental commission, department, board, bureau, or
agency, federal or state; and

(c)  
Such other information regarding the operations, business affairs and financial
condition of the Borrowers or the Collateral as the Agent or any Lender may
reasonably request.

Section 8.4  Notice of Litigation and Other Matters. Prompt
(but in no event later than ten (10) days after an officer of Interpool or any
of its Subsidiaries obtain knowledge thereof) telephonic and written notice of:

(a)  
the commencement of all proceedings and investigations by or before any
Governmental Authority and all actions and proceedings in any court or before
any arbitrator against or involving Interpool or any of its Subsidiaries or any
of their respective properties, assets or businesses which could reasonably be
believed to create a potential liability or judgment in excess of
$5,000,000;

(b)  
any notice of any violation received by Interpool or any of its Subsidiaries
from any Governmental Authority including, without limitation, any notice of
violation of Environmental Laws which in any such case could reasonably be
expected to have a Materially Adverse Effect;

(c)  
any labor controversy that has resulted in, or threatens to result in, a strike
or other work action against Interpool or any of its Subsidiaries;

(d)  
any attachment, judgment, lien, levy or order exceeding $5,000,000 that may be
assessed against or threatened against Interpool or any of its
Subsidiaries;

(e)  
If and when any Borrower are required to give notice to the PBGC of any
Reportable Event (as defined in Section 4043 of ERISA) with respect
to any Plan that might constitute grounds for a termination of such Plan under
Title IV of ERISA, or knows that any member of the Controlled Group or the plan
administrator of any Plan has given or is required to give notice of any such
Reportable Event, a copy of the notice of such Reportable Event given or
required to be given to the PBGC;

(f)  
Immediately upon becoming aware of the existence of any condition or event that
constitutes an Event of Default, written notice thereof specifying the nature
and duration thereof and the action being or proposed to be taken with respect
thereto; and

(g)  
any change in any law or regulation, including, without limitation, changes in
tax laws and regulations, which could reasonably be expected to have (i) a
material adverse impact on the ability of the Borrowers to perform their
obligations under the Loan Documents or (ii) a Materially Adverse
Effect;

(h)  
the receipt of any notice from any Governmental Authority that Interpool or any
of its Subsidiaries is disqualified, barred or suspended from bidding on or
performing any contract or proposed contract; and

(i)  
any notice of resignation, resignation or removal of any trustee under the
Intercreditor Agreement or the Lockbox Agreement.

Section 8.5  Accuracy of Information. All written information,
reports, statements and other papers and data furnished by or on behalf of
Interpool or any of its Subsidiaries to the Agent or any Lender (other than
financial forecasts) whether pursuant to this Article VIII or any other
provision of this Agreement shall be, at the time the same is so furnished,
complete and correct in all material respects to the extent necessary to give
the Agent or any Lender complete, true and accurate knowledge of the subject
matter based on the Borrowers knowledge thereof.

# ARTICLE IXAFFIRMATIVE COVENANTS

Each
Borrower (except as expressly noted below) covenants and agrees that, until all
of the Obligations have been paid and satisfied in full and the Commitments
terminated, unless consent has been obtained in the manner set forth in
Section 14.13 hereof, the Borrowers shall, and to the extent applicable, shall
cause each of their Subsidiaries to:

Section 9.1  Punctual Payment. Duly and punctually pay or cause
to be paid the principal and interest on the Notes and all fees and other
amounts from time to time owing hereunder, all in accordance with the terms of
this Agreement and the Notes.

Section 9.2  Location of Office. Maintain each Borrowers
chief executive office and principal place of business at 211 College Road East,
Princeton, New Jersey 08540, or, in either case, at such other address as the
Borrowers shall designate in a notice to the Agent at least sixty (60) days
prior to the effective date of such relocation.

Section 9.3  Records and Accounts; Collateral Tracking System.
(a) Keep true consolidated records and books of account in which full, true and
correct entries will be made in accordance with generally accepted accounting
principles and maintain adequate accounts and reserves for all taxes (including
income taxes), all depreciation, depletion, obsolescence and amortization of its
properties, all contingencies, and all other reserves; and (b) maintain
computerized systems capable of tracking the Eligible Leases, Eligible Chassis,
Finance Lease Value and Net Book Value on a per Chassis basis, enabling the
Borrowers at all times to identify the same by owner and lender/lienholder.

Section 9.4  Business and Corporate Existence. Keep in full
force and effect its corporate existence and all rights, licenses, leases and
franchises reasonably necessary to the conduct of its business and comply with
(a) all Applicable Laws, (b) the provisions of its charter and other
organizational documents, and (c) all agreements and instruments by which it or
any of its properties may be bound and all applicable decrees, orders and
judgments, in each case in such manner that a Materially Adverse Effect could
not reasonably be expected to result either individually or in the aggregate.
Comply with all obligations set forth in the Loan Documents to which it is a
party.

Section 9.5  Payment of Taxes. Promptly pay and discharge all
lawful taxes, assessments and governmental charges or levies imposed upon them
or upon their income or profit or upon any property, real, personal or mixed,
belonging to them, provided that neither Interpool nor any of its Subsidiaries
shall be required to pay any such tax, assessment, charge or levy if the same
shall not at the time be due and payable or can be paid thereafter without
penalty or if the validity thereof shall currently be contested in good faith by
appropriate proceedings diligently pursued and if Interpool or any such
Subsidiary, as the case may be, shall have set aside on its books reserves
deemed by it adequate with respect to such tax, assessment, charge or levy or if
failure so to pay could not reasonably be expected to have a Material Adverse
Effect.

Section 9.6  Maintenance of Pledged Assets. (i) Invoice and
collect from each Lessee all Lease Payments required to be paid by such Lessee
in such manner and to the same extent as the Borrowers do with respect to
similar contracts held for their own account; (ii) fulfill all of the
obligations of the Borrowers and any of the ongoing responsibilities (if any) of
the lessor under a Lease and exercise all rights of the Borrowers with respect
to the Leases and the Pledged Chassis; (iii) maintain with respect to each Lease
and each Pledged Chassis, and with respect to each payment by each Lessee and
compliance by each Lessee with the provisions of each Lease, complete and
accurate records in such manner and to the same extent as the Borrowers do with
respect to similar contracts and chassis held for its own account; (iv) execute,
deliver, report and file any and all tax returns with respect to sales, use,
personal property and other taxes (other than corporate income tax returns) and
any and all notices, reports, licensing applications or other required filings
required to be filed in any jurisdiction with respect to any Pledged Assets and
any and all filings required with respect to the Pledged Assets; (v) apply for
and maintain (or cause to be applied for and maintained) all licenses, permits,
registrations, authorizations and other governmental items necessary for the
Borrowers to acquire, hold and manage the Pledged Assets in each jurisdiction
where the failure to maintain such licenses, permits, registrations,
authorizations or governmental items could reasonably be expected to cause a
Materially Adverse Effect; (vi) pay or cause to be paid all applicable taxes
properly due and owing in connection with the Certificate of Title to the
Pledged Chassis (vii) enforce and negotiate the terms of any Lease in accordance
with the terms of the Servicing Standard; (viii) repossess and remarket any
Pledged Chassis in accordance with the terms of the Servicing Standard; (ix)
negotiate and maintain the insurances required by the Servicing Standard; (x)
investigate (at its own expense) the facts and circumstances surrounding each
casualty or event of loss with respect to the Pledged Chassis, collect or
arrange for payment from the appropriate Lessee or third party and process all
payment requests under the insurance policies with respect to such Pledged
Chassis; (xi) institute and prosecute claims against the manufacturers of the
Pledged Chassis as the Borrowers may consider advisable for breach of warranty,
any defect in condition, design, operation or fitness or other non-conformity
with the terms of manufacture; (xii) in connection with its performance of the
responsibilities and obligations, and exercise of rights, under a Lease as
lessor, minimize any abatement, reduction, recoupment, setoff,
defense or counterclaim by the related Lessee; (xiii) fully perform all
obligations under the Leases for which the nonperformance of such obligations
would create a setoff or counterclaim right by the applicable Lessee; and (xiv)
maintain a Lease File with respect to each Pledged Chassis.

Section 9.7  Insurance.

(a)  
Require each Lessee to maintain insurance on each Chassis both (i) as required
in the related Lease and (ii) in such forms and in such amounts as are customary
in the industry, and review each such insurance policy to ensure that it
comports with the terms of such Lease, including, but not limited to, causing
the Lessee on each renewal date to name a Borrower as a loss payee and an
additional insured under such insurance policy and requiring that the insurer
under such insurance policy notify the Borrowers of any renewal, cancellation,
termination or material alteration thereunder; provided that the
Borrowers may permit a Lessee to be self-insured with regard to the liability
insurance and/or the casualty insurance required under the Lease for so long as
such Lessee maintains an investment grade rating with respect to its long-term
unsecured debt obligations.

(b)  
Have in effect, maintain and keep in force (i) a physical damage equipment
insurance policy and (ii) a commercial general liability insurance policy, each
in such forms and in such amounts, and with such insurers, as are customary in
the industry, which and shall name a Borrower and the Agent as additional
insureds (the Additional Insureds) as their interests shall appear.
The physical damage equipment insurance policy shall provide that violations of
the terms, conditions or warranties of such policy by an Additional Insured
shall not invalidate the insurance thereunder insofar as the interests of the
other Additional Insureds, loss payees and/or innocent mortgagees are concerned.
The physical damage equipment insurance policy shall pay the Insured
Value (as defined in the physical damage equipment insurance policy) of a
Pledged Chassis (which shall in no event be less than the related Net Book Value
of such Pledged Chassis) where a Lessee has failed to pay on behalf of the
Additional Insureds any or all of such amount.

Section 9.8  Inspection of Properties and Books. Permit the
Agent or any of its designated representatives or agents, at any reasonable time
during business hours and at reasonable intervals of time, and upon reasonable
prior written notice (or, if a Default or an Event of Default shall have
occurred and then be continuing, at any time and without prior notice), to: (a)
visit, inspect and appraise the Pledged Chassis (subject to any Lessees
right to quiet enjoyment therein) and properties of the Borrowers; (b) examine
and make copies of and take abstracts from the books and records of the
Borrowers, including, without limitation, Lease Files and Pledged Chassis
purchase orders and purchase agreements; and (c) discuss the affairs, finances
and accounts of the Borrowers with their appropriate officers, employees and
accountants. The Borrowers shall pay for the reasonable out-of-pocket cost and
expense (including, inter alia, travel) of the Agent in conducting
(i) one (1) such inspection per calendar year, so long as no Default or
Event of Default has occurred or is then continuing, (ii) one (1) such appraisal
of the Collateral during the term of the Credit Facility, so long as no Default
or Event of Default has occurred or is then continuing, and (iii) all such
inspections and appraisals, if a Default or an Event of Default has occurred and
is then continuing.

Section 9.9  Licenses and Permits. Cause all Pledged Chassis
which, under Applicable Law, are required to be registered, to be properly
registered in the name of Trac. If at any time while any of the Obligations are
outstanding or the Commitment (or any portion thereof) remains in effect, any
authorization, consent, approval, permit or license from any Governmental
Authority shall become necessary or required in order that a Borrower may
fulfill any of its obligations hereunder, such Borrower shall immediately take
or cause to be taken all steps reasonably necessary to obtain such
authorization, consent, approval, permit or license and furnish the Agent with
evidence thereof.

Section 9.10  Notice of Material Claims and Litigation.
Promptly notify the Agent and each Lender of the commencement of any claims
(other than claims under a policy of insurance in amounts which, together with
any interest accrued thereon, do not exceed the face value of such policy),
actions, suits, proceedings or investigations of any kind pending or threatened
against Interpool or any of its Subsidiaries before any court, tribunal or
administrative-agency or board in an amount in excess of $5,000,000, or which,
either individually or in the aggregate, if adversely determined, could be
reasonably expected, to have a Materially Adverse Effect or materially impair
the right of Interpool and its Subsidiaries considered as a whole, or the
Borrowers considered individually, to carry on their respective businesses
substantially as now conducted, or which question the validity of this
Agreement, any Loan Document or any action taken or to be taken pursuant hereto
or thereto.

Section 9.11  Further Assurances. Cooperate with the Agent and
take such further actions and execute such further instruments and agreements as
the Agent may reasonably request to carry out to the Agents satisfaction
the transactions contemplated by this Agreement.

Section 9.12 Pension Plans. To the extent applicable:

(a)  
Fund any Guaranteed Pension Plan as required by the provisions of Section 302 of
ERISA and Section 412 of the Code, and make all contributions to a Multiemployer
Plan required pursuant to any applicable collective bargaining
agreement.

(b)  
Furnish promptly to the Agent a copy of any notice of termination of a
Guaranteed Pension Plan required to be sent to the PBGC and a copy of any report
or demand sent or received by or with respect to a Guaranteed Pension Plan
pursuant to §§4041, 4041A, 4042, 4043, 4062, 4063, 4065, 4066 or 4068
of ERISA or under subtitle E of Title IV of ERISA.

(c)  
Furnish promptly to the Agent a copy of all Forms 5500, Forms 5500-C and/or
Forms 5500-R relating to a Guaranteed Pension Plan, together with all
attachments thereto, including any actuarial statement relating to a Guaranteed
Pension Plan required to be submitted under § 103 (d) of ERISA.

(d)  
Cause any Guaranteed Pension Plan to pay all benefits when due.

(e)  
Furnish the Agent with copies of any request for waiver from the funding
standards or extension of the amortization periods required by Section 303 and
304 of ERISA or Section 412 of the Code, with respect to any Guaranteed Pension
Plan no later than the date on which the request is submitted to the Department
of Labor or the United States Internal Revenue Service, as the case may
be.

(f)  
Promptly notify the Agent of any complete withdrawal, partial
withdrawal or reorganization with respect to any Multiemployer
Plan as such terms are defined in ERISA.

(g)  
With respect to any Guaranteed Pension Plan, promptly notify the Agent upon the
occurrence of any Reportable Event as defined in ERISA.

Section 9.13  Environmental and Safety Matters.

(a)  
Immediately report to Agent and each Lender upon becoming aware thereof (a) the
introduction of any Hazardous Material onto any facility owned or operated by
Interpool or any of its Subsidiaries or any if the introduction thereof,
individually or in the aggregate, reasonably could be expected to have a
Materially Adverse Effect and (b) the initiation of any action, suit,
proceeding, investigation or regulatory action against Interpool or any of its
Subsidiaries or in connection with any such facility relating to any Release of
Hazardous Materials if, individually or in the aggregate, such could reasonably
be expected to have a Materially Adverse Effect.

(b)  
Immediately deliver to Agent and each Lender copies of (a) all reports (other
than routine reports regularly submitted in the ordinary course of business)
submitted to any Governmental Authority by Interpool or any of its Subsidiaries
in connection with either the presence of Hazardous Materials at any facility
owned or operated by Interpool or any of its Subsidiaries or any other
environmental matter relating to such facility, and (b) all reports, notices,
and correspondence transmitted to Interpool or any of its Subsidiaries by any
Governmental Authority in connection with either the presence of any Hazardous
Materials at or near any such facility or any other environmental matter
relating to such facility.

(c)  
Except for Hazardous Materials that Interpool or any of its Subsidiaries uses or
stores or that a lessee of Interpool or any of its Subsidiaries uses, stores or
transports in the ordinary course of its business and in compliance with all
Applicable Laws, keep all of their properties or assets free of Hazardous
Materials. Interpool and each of its Subsidiaries shall comply with and use
their best efforts to ensure compliance by all tenants and subtenants with all
Environmental Laws and all other Applicable Laws relating to occupational safety
or health and shall obtain and comply with, and use its best efforts to ensure
that all tenants and subtenants obtain and comply with, any and all approvals,
registrations or permits required thereunder. Interpool and each of its
Subsidiaries shall conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal, and other action necessary to clean up
and remove all Hazardous Materials, on, from or affecting any of their
properties or assets as required by all Applicable Laws, except as such laws,
ordinances, rules, regulations, orders or directives may be contested by
Interpool and its Subsidiaries in good faith by appropriate proceedings and for
which adequate reserves have been established in conformity with generally
accepted accounting principles.

(d)  
Defend, indemnify, and hold harmless the Agent, each Lender and each of their
respective directors, officers, employees, affiliates, representatives and
agents (each an Indemnified Party) from and against any and all
penalties, fines, liabilities, damages, costs, or expenses of whatever kind or
nature asserted against such Indemnified Party (unless resulting from the gross
negligence or willful misconduct of an Indemnified Party), arising out of, or in
any way related to: (a) the Release or threatened Release of any Hazardous
Materials on, at or from any property at any time owned, operated or occupied by
Interpool or any of its Subsidiaries; (b) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or related
to such Hazardous Materials; (c) any lawsuit brought or threatened, settlement
reached, or government order relating to such Hazardous Materials, and/or (d)
any violation of Applicable Laws which are based upon or in any way related to
such Hazardous Materials or to any environmental matter, including reasonable
attorney and consultant fees, investigation and laboratory fees, court costs,
and litigation expenses actually incurred.

Section 9.14  Payment of Wages. Comply at all times with the
United States Fair Labor Standards Act, as amended, including the provisions of
such Act relating to the payment of minimum and overtime wages as the same may
become due from time to time, if and to the extent that non-compliance could
reasonably be expected to have a Materially Adverse Effect.

Section 9.15  Notice of Default. Promptly, upon becoming aware
thereof, give written notice to the Agent of: (a) the occurrence of any Default
or Event of Default, (b) any litigation or proceeding affecting Interpool or any
of its Subsidiaries or any of their properties or assets which, individually or
in the aggregate, if adversely determined, could reasonably be expected to have
a Materially Adverse Effect, (c) any dispute between Interpool or any of its
Subsidiaries and any Governmental Authority that could reasonably be expected to
materially interfere with their normal business operations, and (d) any
Materially Adverse Effect.

Section 9.16  OFAC. No Pledged Chassis shall be traded,
located, operated or used, directly or indirectly, in a Prohibited Jurisdiction
or by a Prohibited Person, and no Lessee or any sublessee shall be a Prohibited
Person or organized in a Prohibited Jurisdiction.

Section 9.17  Possession of Eligible Chassis. The Borrowers
will at all times maintain possession of the Pledged Chassis, except (i) for
such time as such Pledged Chassis is in the possession of a Lessee pursuant to
the terms of a Lease, or (ii) for temporary delivery thereof to depot owners and
other Persons for repairs and maintenance made in the ordinary course of
business.

Section 9.18  Lease Files. The Borrowers will maintain a Lease
File with respect to each Pledged Chassis and shall make such Lease Files
available for inspection pursuant to Section 9.8 hereof.

Section 9.19  Investment Company. Each Borrower will conduct
their operations in a manner which will not subject them to registration as an
investment company under the Investment Company Act of 1940, as
amended.

# ARTICLE XFINANCIAL COVENANTS

Until all of the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 14.13 hereof, the Borrowers shall not:

Section 10.1  Maximum Funded Debt to Tangible Net Worth Ratio.
At the end of each fiscal quarter (measured on the basis of the most recent
financial statements delivered pursuant to Section 8.1 hereof), permit
the ratio of (a) Funded Debt to (b) Tangible Net Worth, to exceed the ratio of
4.0 to 1.

Section 10.2  Minimum Tangible Net Worth. At the end of any
fiscal quarter (measured on the basis of the most recent financial statements
delivered pursuant to Section 8.1 hereof), permit Tangible Net Worth to
be less than Three Hundred Million Dollars ($300,000,000).

Section 10.3  Fixed Charge Coverage Ratio. At the end of any fiscal
quarter (measured on the basis of the most recent financial statements delivered pursuant
to Section 8.1 hereof), permit the ratio of (a) for the rolling four quarter period
ending on the last day of such quarter, the sum of (i) Earnings Available for Fixed
Charges, plus (ii) depreciation to (b) Fixed Charges for such period, to be less than 1.5
to 1

Section 10.4  Additional Covenants. Incur, or permit any of its
Subsidiaries to incur, additional Indebtedness, or, on or after the Closing
Date, amend, or permit any of its Subsidiaries to amend, the documentation for
any Indebtedness outstanding on the Closing Date, so as to either (i) require or
incorporate additional financial covenants on any Borrower (beyond those set
forth in this Agreement), or (ii) amend covenants of the type set forth in
Section 10.1, 10.2 or 10.3 hereof in such a way as to make any such covenant
more restrictive (than provided for herein), unless the Borrowers shall promptly
(but in no event later than ten (10) Business Days thereafter) notify the Agent
and each Lender of such occurrence. If the Required Lenders so elect, then such
revised and/or financial covenants shall automatically be incorporated by
reference into this Agreement without the need for further action by any party
whatsoever. Thereupon, the Agent and each Lender shall have a separate and
independent right to enforce such revised and/or additional covenants.

# ARTICLE XINEGATIVE COVENANTS

Each
Borrower (except as expressly set forth below) covenants and agrees that, so
long as any Commitment has not been terminated or any Obligation is outstanding,
the Borrowers shall not and, to the extent expressly set forth below, shall not
permit any of their Subsidiaries, except with the prior written consent of the
Agent in each instance to:

Section 11.1  Liens. Create, incur, assume or permit to exist
any Liens on the Collateral (including, without limitation, the Pledged Assets)
except Permitted Liens.

Section 11.2  Distributions. Interpool shall not declare any
Distributions if any Event of Default of a type set forth in Section 12.1(a),
(b), (f), (g), (h), (j), (k) or (l), has occurred and is continuing.

Section 11.3  Merger, Consolidation or Sale of Assets, Etc.
Become a party to any merger or consolidation, or take any action looking to the
dissolution or liquidation provided that so long as no Default or Event of
Default shall have occurred and be continuing or would not result as a result
thereof: (A) the merger or consolidation of a Subsidiary of any Borrower into
Interpool, or (B) the merger of any Subsidiary of any Borrower into any other
Subsidiary of any Borrower or (C) any consolidation or merger of Interpool for
which all of the following conditions precedent are satisfied:

(a)  
if Interpool is not the surviving entity the person formed by such consolidation
or merger (each such corporation and each such person or entity being
hereinafter called a Successor), the Successor shall execute and
deliver to the Agent and each Lender (x) an agreement in form and substance
satisfactory to the Agent and each Lender containing an assumption by such
Successor of the due and punctual performance of each covenant and condition of
Interpool under this Agreement and the other Loan Documents and (y) an opinion
of counsel as to the due execution, delivery and enforceability of such
agreement;

(b)  
immediately after giving effect to such transaction, no Default or Event of
Default (including no breach of the financial covenants set forth in Article X
hereof) shall have occurred and be continuing, and the Successor shall have
delivered an officers certificate to such effect;

(c)  
the relevant Successor is, in the reasonable opinion of the Agent and each of
the Lenders, at least of the same creditworthiness, with at least the same level
of lease servicing experience, as Interpool immediately prior to such merger or
consolidation and, if not, such Successor provides each of the Lenders with
alternative security acceptable to each of the Lenders; and

(d)  
after giving effect to such merger or consolidation, the Successor complies with
the then single obligor credit limitation for each of the Lenders.

Section 11.4  ERISA. Permit any Plan maintained by it to (a)
engage in any prohibited transaction (as defined in Section 4975 of
the Code) which could reasonably be expected to result in material liability for
excise taxes or fiduciary liability under Section 406 of ERISA, (b) incur any
accumulated funding deficiency (as defined in Section 302 of ERISA)
whether or not waived, or (c) terminate any Plan in a manner that could result
in the imposition of a Lien or encumbrance on the assets of Interpool or any of
its Subsidiaries pursuant to Section 4068 of ERISA.

Section 11.5  Public Utility Holding Company. Directly or
indirectly own, control or hold with power to vote any voting
security of an electric utility company or a gas utility
company or of a holding company holding any voting
security of either the foregoing, as such terms are defined in the Public
Utility Holding Company Act of 1935.

Section 11.6  Transactions with Affiliates. Enter into or
permit to exist, directly or indirectly, any transaction with any Affiliate of
any Borrower with respect to or in connection with any of the Collateral, except
for transactions made on fair and reasonable terms which are no more favorable
to such Affiliate than would be obtained in a comparable arms-length
transaction with a person that is not an Affiliate.

Section 11.7   Dispositions of Collateral. The Borrowers shall
not sell, transfer, exchange or otherwise dispose of any of the Pledged Chassis
(and the Related Assets), except:

| | (i)   in connection with a sale permitted pursuant
to Section 11.3 hereof;
(ii)   in connection with a substitution pursuant to Section
6.8;
(iii)   sales and disposition of Pledged Chassis (and the Related
Assets) for sales proceeds of not less than the sum of the Net Book Values of
the Pledged Chassis that were sold, regardless of whether an Event of Default is
then continuing or whether such sales are considered to have been made in the
ordinary course of business; provided that, to the extent required by Section
2.3(b), the proceeds of such disposition are used to make any mandatory
prepayment then required by Section 2.3(b) in accordance with such Section;
(iv)  sales of Pledged Chassis in the ordinary course of business
(including any such sales resulting from the sell/repair decision of a Borrower)
regardless of the sales proceeds realized from such sales so long as an Event of
Default is not then continuing or would result from such sale of Pledged
Chassis; provided that, to the extent required by Section 2.3(b), the proceeds
of such disposition are used to make any mandatory prepayment then required by
Section 2.3(b) in accordance with such Section; and
(v)  sales, transfers or exchanges of Pledged Chassis for which the
Agent, acting at the direction of the Required Lenders, shall have given its
prior written consent.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 11.8  Amendment to or Waiver of Loan Documents. Amend,
modify or waive any of their rights under the provisions of any Loan Document
(regardless of whether such Loan Documents purport to allow amendment without
Agents consent), without the prior written consent of the Agent; provided
that the Agents consent shall not be required with regard to any waiver or
consent provided by a Borrower in favor of another party under the Intercreditor
Agreement or the Lockbox Agreement (to the extent enforcement of such waiver or
consent is not also sought against the Agent).

# ARTICLE XIIDEFAULTS AND REMEDIES

Section 12.1  Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule or regulation
of any Governmental Authority or otherwise:

(a)  
Default in Payment of Principal of Loans and Reimbursement Obligations.
The Borrowers shall default in any payment of principal of any Loan or
Reimbursement Obligation when and as due (whether at maturity, by reason of
mandatory prepayment, acceleration or otherwise).

(b)  
Other Payment Default. The Borrowers shall default in the payment when
and as due (whether at maturity, by reason of mandatory prepayment, acceleration
or otherwise) of interest on any Loan or Reimbursement Obligation or the payment
of any other Obligation, and such default shall continue unremedied for three
(3) Business Days.

(c)  
Misrepresentation. Any representation or warranty made by the Borrowers
herein or in any other Loan Documents or in any other certificates, documents or
agreements executed in connection with the transactions contemplated by this
Agreement shall prove to have been false or incorrect in any material respect on
the date when made or deemed to have been made Lenders and, if such breach is
capable of cure, such inaccuracy continues unremedied for a period of thirty
(30) days after the date that any officer of any Borrower has knowledge of such
inaccuracy.

(d)  
Default in Performance of Certain Covenants. Any Borrower shall default
in the performance of or compliance with any of the covenants or agreements
contained in Section 10.1, 10.2, 10.3, 11.1 (as to Liens on Collateral
valued at 2% or more of the Borrowing Base), 11.2 or 11.3
hereof.

(e)  
Default in Performance of Other Covenants and Conditions. Any Borrower
shall default in the performance of, or breach of or compliance with, any term
contained herein (other than those expressly referred to in this Section 12), or
in any of the other Loan Documents which could reasonably be expected to
materially and adversely affect the Agent or the Lenders, and such default, if
capable of cure, shall not have been remedied within thirty (30) days after the
date on which an officer of any Borrower has actual knowledge
thereof.

(f)  
Hedging Agreement. Any termination payment shall be due by any Borrower
under any Hedging Agreement and such amount is not paid within thirty (30)
Business Days of the due date thereof.

(g)  
Cross-Default. A default by any Borrower, or any Subsidiary of any
Borrower, has occurred and is continuing due to failure to make any payment when
due (beyond the applicable grace period with respect thereto, if any) with
respect to Indebtedness which, individually or in the aggregate, exceeds Five
Million Dollars ($5,000,000), any Borrower or Subsidiary shall have notice or
actual knowledge of such default, and either (i) the holder(s) of such
Indebtedness have exercised remedies against the obligor (including limiting
borrowings or advances) or have caused any Borrower or Subsidiary to retain or
employ a restructuring or crisis manager or specialist (other than
Interpools independent public accountants or financial advisors) or (ii)
such default shall not have been (A) cured or (B) temporarily waived by the
applicable holder(s) of such Indebtedness within twenty (20) Business Days after
the later of such default or the expiration of any applicable grace period and,
in any event, with respect to any waiver, such default shall not have been
permanently waived within ninety (90) days after the later of such default or
the expiration of any applicable grace period.

(h)  
Other Cross-Defaults. A default by any Borrower, or any Subsidiary of any
Borrower, has occurred and is continuing with respect to the observance or
performance (beyond the applicable grace period with respect thereto, if any) of
any agreement or covenant relating to Indebtedness, which individually or in the
aggregate, exceed Twenty-Five Million Dollars ($25,000,000) or contained in any
instrument or agreement evidencing, securing or relating thereto or any other
event or condition shall occur or condition exist, the effect of which default
or other event or condition is to cause, or permit, the holder or holders of
such Indebtedness (or trustee or agent on behalf of such holders) to cause such
Indebtedness to become due prior to its stated maturity, any Borrower or
Subsidiary shall have notice or actual knowledge of such default, and either (i)
the holder(s) of such Indebtedness have exercised remedies against such Borrower
or Subsidiary (including limiting borrowings or advances for more than fifteen
(15) Business Days) or have caused such Borrower or Subsidiary to retain or
employ a restructuring or crisis manager or specialist (other than
Interpools independent public accountants or financial advisors), or (ii)
such default shall not have been (A) cured or (B) temporarily waived by the
applicable holder(s) of such Indebtedness within sixty (60) days after the later
of such default or the expiration of any applicable grace period and, in any
event, with respect to any waiver, such default shall not have been permanently
waived within ninety (90) days after the later of such default or the expiration
of any applicable grace period.

(i)  
Change in Control. If a Change in Control shall occur.

(j)  
Voluntary Bankruptcy Proceeding. Any Borrower shall (i) commence a
voluntary case under the federal bankruptcy laws (as now or hereafter in
effect), (ii) file a petition seeking to take advantage of any other laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding
up or composition for adjustment of debts, (iii) consent to or fail to
contest in a timely and appropriate manner any petition filed against it in an
involuntary case under such bankruptcy laws or other laws, (iv) apply for or
consent to, or fail to contest in a timely and appropriate manner, the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
or liquidator of itself or of a substantial part of its property, domestic or
foreign, (v) admit in writing its inability to pay its debts as they become due,
(vi) make a general assignment for the benefit of creditors, or (vii) take
any corporate action for the purpose of authorizing any of the
foregoing.

(k)  
Involuntary Bankruptcy Proceeding. A case or other proceeding shall be
commenced against any Borrower in any court of competent jurisdiction seeking
(i) relief under the federal bankruptcy laws (as now or hereafter in
effect) or under any other laws, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, winding up or adjustment of debts, or (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like for such
Borrower for all or any substantial part of their respective assets, domestic or
foreign, and such case or proceeding shall continue without dismissal or stay
for a period of sixty (60) consecutive days, or an order granting the relief
requested in such case or proceeding (including, without limitation, an order
for relief under such federal bankruptcy laws) shall be entered.

(l)  
Failure of Agreements. Any provision of this Agreement or of any other
Loan Document shall for any reason cease to be valid and binding on any Borrower
and otherwise in full force and effect.

(m)  
Termination Event. The occurrence of any of the following events: (i) any
Borrower, any Subsidiary of any Borrower or any ERISA Affiliate fails to make
full payment when due of all amounts which, under the provisions of any Pension
Plan or Section 412 of the Code, such Borrower, Subsidiary or ERISA Affiliate is
required to pay as contributions thereto, (ii) an accumulated funding deficiency
in excess of $3,000,000 occurs or exists, whether or not waived, with respect to
any Pension Plan, (iii) a Termination Event or (iv) any Borrower, any Subsidiary
or any ERISA Affiliate as employers under one or more Multiemployer Plan makes a
complete or partial withdrawal from any such Multiemployer Plan and the plan
sponsor of such Multiemployer Plans notifies such withdrawing employer that such
employer has incurred a withdrawal liability requiring payments in an amount
exceeding $3,000,000.

(n)  
Judgment. A judgment or order for the payment of money which causes the
aggregate amount of all such judgments (except judgments covered by insurance,
as to which the insurer has not delivered a certificate denying coverage) to
exceed $5,000,000 shall be entered against any Borrower or any Subsidiary of any
Borrower by any court and such judgment or order shall continue without
discharge or stay for a period of thirty (30) days.

(o)  
Attachments. Any assets of any Borrower shall be subject to attachments,
levies, or garnishments for amounts in excess of $5,000,000 in the which
aggregate have not been dissolved or satisfied within thirty (30) days after
service of notice thereof to such Borrower.

Section 12.2  Remedies. Upon the occurrence of an Event of
Default, with the consent of the Required Lenders, the Agent may, or upon the
request of the Required Lenders, the Agent shall, by notice to the Borrowers:

(a)  
Acceleration; Termination of Facilities. Declare the principal of and
interest on the Loans, the Notes and the Reimbursement Obligations at the time
outstanding, and all other amounts owed to the Lenders and to the Agent under
this Agreement or any of the other Loan Documents (other than any Secured
Hedging Agreement) (including, without limitation, all L/C Obligations, whether
or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) and all other Obligations (other
than Derivatives Obligations), to be forthwith due and payable, whereupon the
same shall immediately become due and payable without presentment, demand,
protest or other notice of any kind, all of which are expressly waived, anything
in this Agreement or the other Loan Documents to the contrary notwithstanding,
and terminate the Credit Facility and any right of the Borrowers to request
borrowings or Letters of Credit thereunder; provided, that upon the occurrence
of an Event of Default specified in Section 12.1(j) or Section
12.1(k) hereof, the Credit Facility shall be automatically terminated and
all Obligations (other than Derivatives Obligations) shall automatically become
due and payable.

(b)  
Letters of Credit. With respect to all Letters of Credit with respect to
which presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Borrowers shall deposit in
a cash collateral account opened by the Agent cash collateral as required bySection 3.3 hereof. Amounts held in such cash collateral account shall be
applied by the Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay the
other Obligations. After all such Letters of Credit shall have expired or been
fully drawn upon, the Reimbursement Obligation shall have been satisfied and all
other Obligations shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Borrowers.

(c)  
Rights of the Agent to the Collateral, Deficiencies, Etc.

(i)  
If any Event of Default shall have occurred and is then continuing, the Agent
may take (and/or may cause one or more of its designees to take) any or all of
the following actions:

(A)  
prohibit any Borrower from taking any action with respect to the Collateral
otherwise permitted by this Agreement and the other Loan Document;

(B)  
notify each of the mortgagors, obligors, lessees, issuers, custodians and other
parties with respect to or interested in any item of the Collateral of the
interest of the Agent therein or of any action proposed to be taken with respect
thereto, and direct one or more of those parties to make all payments,
distributions and proceeds otherwise payable to any Borrower with respect
thereto directly to the Agent or its order until notified by the Agent that all
the Obligations have been fully paid and satisfied;

(C)  
receive and retain all payments, distributions and proceeds of any kind with
respect to any and all of the Collateral;

(D)  
direct any Borrower, the Custodian or any other holder of Collateral to assemble
and deliver such Collateral to the Agent or its designee at such time(s) and
place(s) as the Agent from time to time may specify (subject to any
Lessees right to quiet enjoyment under any Lease which is not a Defaulted
Lease), all without any risk or expense to the Agent; and enter any premises
where any item of Collateral may be located, with or without permission or
process of law but without breach of the peace, and seize and remove such
Collateral or remain upon such premises and use or dispose of such Collateral as
contemplated under this Agreement and the other Loan Documents;

(E)  
request the judicial appointment of a receiver respecting the Collateral
(excluding funds in the possession of the Agent and such other Collateral as the
Agent may specify in its request) in any action, suit or proceeding in which
claims are asserted against the Collateral by the Agent or its designee,
irrespective of the solvency of any Borrower or any other person or the adequacy
of any collateral, and without notice to or the approval of any Borrower, which
receiver shall have the power to manufacture, operate, sell, lease or rent such
items of Collateral pending the sale of all of the Collateral and to collect the
rent, issues and profits therefrom, together with such other powers as may have
been requested by the Agent, and shall apply the amounts received (net of all
proper charges and expenses) to the Obligations as provided in this
Agreement;

(F)   take
any action with respect to the offer, sale, lease or other disposition, and
delivery of the whole of, or from time to time any one or more items of, the
Collateral, including, without limitation: (A) to sell, assign, lease or
otherwise dispose of the whole of, or from time to time any part of, the
Collateral, or offer, commit or agree to do so, in any established market or at
any brokers board, private sale or public auction or sale (with or without
demand on any Borrower or any advertisement or other notice of the time, place
or terms of sale) for cash, credit or any other asset or property, for immediate
or future delivery, and for such consideration and upon such terms and subject
to such conditions as the Agent in its sole and absolute discretion may
determine, and the Agent may purchase (the consideration for which may consist
in whole or in part of cancellation of Indebtedness) or any other person may
purchase the whole or any one or more items of the Collateral, and all items
purchased shall be free and clear of any and all rights, powers, privileges,
remedies and interests of any Borrower (whether individual, joint, several or
otherwise), which any Borrower has expressly waived pursuant to Section 6.6
hereof; (B) to postpone or adjourn any such auction, sale or other disposition,
to cause the same to be postponed or adjourned from time to time to a subsequent
time and place, or to abandon or cause the abandonment of the same, all without
any advertisement or other notice thereof; and (C) to carry out any agreement to
sell any item or items of the Collateral in accordance with the terms and
provisions of such agreement, notwithstanding that, after the Agent shall have
entered into such an agreement, all the Obligations may have been paid and
satisfied in full;

(G)  
exercise any voting, consent, enforcement or other right, power, privilege,
remedy or interest of any Borrower pertaining to any item of Collateral to the
same extent as if the Agent were the outright owner thereof;

(H)   take
possession of and thereafter deal with or use from time to time all or any part
of the Collateral in all respects as if the Agent were the outright owner
thereof, which shall include, without limitation, the right to manufacture,
operate, sell, lease or rent items of Collateral, as well as to sell parts of
the Collateral pending the sale of all of the Collateral, and to collect the
rent, issues and profits therefrom;

(I)  
transfer or cause the transfer of the ownership of all or any part of the
Collateral to its own name or any designee and have such transfer recorded in
any jurisdiction(s) and publicized in any manner deemed appropriate by the
Agent; and

(J)   in
addition to, and not by way of limitation of, any of the rights specified above,
exercise or enforce any and all rights, powers, privileges, remedies and
interests afforded to the Agent under this Agreement, the other Loan Documents
and any and all provisions of Applicable Law (including, without limitation, the
UCC), whether as a secured party or mortgagee in possession of collateral or
otherwise.

(ii)   The Agent shall collect the cash
proceeds received from any sale or other disposition or from any other source
contemplated by subsection (a) above, and, after deducting all costs and
expenses incurred by the Agent and any person designated by the Agent to take
any of the actions enumerated in subsection (a) above in connection with such
collection and sale or disposition (including attorneys disbursements,
expenses and fees), the Agent shall apply the same in accordance with the terms
and provisions of this Agreement unless the Agent shall elect (in its sole and
absolute discretion) to retain the same as additional or substitute Collateral.
In the event any funds remain after satisfaction in full of the Obligations,
then the remainder shall be returned to the Borrowers, subject, however, to any
other rights or interests the Agent may have therein under any other instrument,
agreement or document or Applicable Law.

(iii)   If the amount of all proceeds
received with respect to and in liquidation of the Collateral that shall be
applied to payment of the Obligations shall be insufficient to pay and satisfy
all of the Obligations in full, the Borrowers acknowledge and agree that they
shall remain liable for any deficiency, together with interest thereon and costs
of collection thereof (including attorneys disbursements, expenses and
fees), in accordance with the terms and provisions of this Agreement and the
other Loan Documents.

(d)  
Rights of Collection. Exercise on behalf of the Lenders all of their
other rights and remedies under this Agreement, the other Loan Documents and
Applicable Law, in order to satisfy all of the Borrowers
Obligations.

Section 12.3  Rights and Remedies Cumulative; Non-Waiver, etc.
The enumeration of the rights and remedies of the Agent and the Lenders set
forth in this Agreement is not intended to be exhaustive, and the exercise by
the Agent and the Lenders of any right or remedy shall not preclude the exercise
of any other rights or remedies, all of which shall be cumulative, and shall be
in addition to any other right or remedy given hereunder or under the Loan
Documents or that may now or hereafter exist in law or in equity or by suit or
otherwise. No delay or failure to take action on the part of the Agent or any
Lender in exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude other or further exercise thereof or the exercise of any
other right, power or privilege or shall be construed to be a waiver of any
Event of Default. No course of dealing between the Borrowers, the Agent and the
Lenders or their respective agents or employees shall be effective to change,
modify or discharge any provision of this Agreement or any of the other Loan
Documents or to constitute a waiver of any Event of Default.

# ARTICLE XIIITHE AGENT

Section 13.1  Appointment. Each of the Lenders hereby
irrevocably designates and appoints National City as Agent of such Lender under
this Agreement and the other Loan Documents for the term hereof, and each such
Lender irrevocably authorizes National City as Agent for such Lender, to take
such action on its behalf under the provisions of this Agreement and the other
Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Agent by the terms of this Agreement and such other
Loan Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement or such other Loan Documents, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein and therein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or the other Loan Documents or otherwise exist against the Agent. Any
reference to the Agent in this Article XIII shall be deemed to refer to the
Agent solely in its capacity as Agent and not in its capacity as a Lender.

Section 13.2  Delegation of Duties. The Agent may execute any
of their respective duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by the Agent with reasonable care.

Section 13.3  Exculpatory Provisions. Neither the Agent nor any
of their officers, directors, employees, agents, attorneys-in-fact, Subsidiaries
or Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or the
other Loan Documents (except for actions occasioned solely by its or such
Persons own gross negligence or willful misconduct), or (b) responsible in
any manner to any of the Lenders for any recitals, statements, representations
or warranties made by any Borrower or any officer thereof contained in this
Agreement or the other Loan Documents or in any certificate, report, statement
or other document referred to or provided for in, or received by the Agent under
or in connection with, this Agreement or the other Loan Documents or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or the other Loan Documents or for any failure of any Borrower to
perform its obligations hereunder or thereunder. The Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of any Borrower.

Section 13.4  Reliance by the Agent. The Agent shall be
entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrowers), independent accountants and other experts selected by the Agent. The
Agent may deem and treat the payee of any Loan or Note as the owner thereof for
all purposes unless such Loan or Note shall have been transferred in accordance
with Section 14.10 hereof. The Agent shall be fully justified in failing
or refusing to take any action under this Agreement and the other Loan Documents
unless it shall first receive such advice or concurrence of the Required Lenders
(or, when expressly required hereby or by the relevant other Loan Document, all
the Lenders) as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action
except for its own gross negligence or willful misconduct. The Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or, when expressly required hereby, all the Lenders), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of any Loan or Note.

Section 13.5  Notice of Default. The Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless it has received notice from a Lender or the Borrowers referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a notice of default. In the event that the Agent receives such a
notice, it shall promptly give notice thereof to the Lenders. The Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided that unless and until the
Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders, except to the extent that other provisions of this
Agreement expressly require that any such action be taken or not be taken only
with the consent and authorization or the request of the Lenders or Required
Lenders, as applicable.

Section 13.6  Non-Reliance on the Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Agent nor any of its
respective officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates has made any representations or warranties to it and
that no act by the Agent hereinafter taken, including, without limitation, any
review of the affairs of the Borrowers, shall be deemed to constitute any
representation or warranty by the Agent to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon the Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Borrowers and made its own decision to make its Loans and issue or participate
in Letters of Credit hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the Agent or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Borrowers. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder or by the other Loan Documents, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, financial and other condition or
creditworthiness of the Borrowers which may come into the possession of the
Agent or any of its respective officers, directors, employees, agents,
attorneys-in-fact, Subsidiaries or Affiliates.

Section 13.7  Indemnification. The Lenders agree to indemnify
the Agent in its capacity as such and (to the extent not reimbursed by the
Borrowers and without limiting the obligation of the Borrowers to do so),
ratably according to the respective amounts of their Commitment Percentages,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Notes or any Reimbursement Obligation) be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of this Agreement or the other Loan Documents, or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent under
or in connection with any of the foregoing; provided that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agents bad faith, gross negligence or willful
misconduct. The agreements in this Section 13.7 shall survive the payment
of the Loans, any Reimbursement Obligation and all other Obligations and amounts
payable hereunder and under any Loan Document and the termination of this
Agreement and the other Loan Documents.

Section 13.8  The Agent in Its Individual Capacity. The Agent
and its respective Subsidiaries and Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrowers as
though the Agent were not an Agent hereunder. With respect to any Loans made or
renewed by it and any Note issued to it and with respect to any Letter of Credit
issued by it or participated in by it, the Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not an Agent, and the terms
Lender and Lenders shall include the Agent in its
individual capacity.

Section 13.9  Resignation of the Agent; Successor Agent.
Subject to the appointment and acceptance of a successor as provided below, the
Agent may resign at any time by giving notice thereof to the Lenders and the
Borrowers. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Agent, which successor shall have minimum capital and
surplus of at least $500,000,000. If no successor Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after the Agents giving of notice of resignation,
then the Agent may, on behalf of the Lenders, appoint a successor Agent, which
successor shall have minimum capital and surplus of at least $500,000,000. Upon
the acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all rights,
powers, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations hereunder. After any
retiring Agents resignation hereunder as Agent, the provisions of this
Section 13.9 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

# ARTICLE XIVMISCELLANEOUS

Section 14.1  Notices.

(a)  
Method of Communication. Except as otherwise provided in this Agreement,
all notices and communications hereunder shall be in writing, or by telephone
subsequently confirmed in writing. Any notice shall be effective if delivered by
hand delivery or sent via telecopy, recognized overnight courier service or
certified mail, return receipt requested, and shall be presumed to be received
by a party hereto (i) on the date of delivery if delivered by hand or sent by
telecopy or electronic mail, (ii) on the next Business Day if sent by recognized
overnight courier service and (iii) on the third Business Day following the date
sent by certified mail, return receipt requested. A telephonic notice to the
Agent as understood by the Agent will be deemed to be the controlling and proper
notice in the event of a discrepancy with or failure to receive a confirming
written notice.

(b)  
Addresses for Notices. Notices to any party shall be sent to it at the
following addresses, or any other address as to which all the other parties are
notified in writing.

|If to the Borrowers: | c/o Interpool, Inc.
211 College Road East
Princeton, NJ 085407
Attention: Chief Financial Officer
Telephone No.: (609) 452-8900
Telecopy No.: (609) 452-9286
|-------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|With copies to: | Moore and Van Allen
100 North Tyron Street
Suite 4700
Charlotte, NC 28202-4003
Attention: Paul Murphy
Telephone No.: (704) 331-3510
Telecopy No.: (704) 339-5810
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|If to Agent: | National City Bank
One South Broad Street, 13th Floor
Philadelphia, PA 19107
Attention: Michael Labrum
Telephone No.: (267) 256-4081
Telecopy No.: (267) 256-4001
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|With copies to: | Reed Smith LLP
2500 One Liberty Place
1650 Market Street
Philadelphia, PA 19103
Attention: James S. Lawlor
Telephone No.: (215) 851-8873
Telecopy No.: (215) 851-1420
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

If
to any Lender: To the Address set forth on Schedule 1 hereto

(c)  
Agents Office. The Agent hereby designates its office located at
the address set forth above, or any subsequent office which shall have been
specified for such purpose by written notice to the Borrowers and Lenders, as
the Agents Office referred to herein, to which payments due are to be made
and at which Loans will be disbursed and Letters of Credit issued.

Section 14.2  Expenses; Indemnity. The Borrowers will (a) pay
all out-of-pocket expenses of the Agent in connection with (i) the preparation,
execution and delivery of this Agreement and each other Loan Document, whenever
the same shall be executed and delivered, including, without limitation, all
out-of-pocket syndication and due diligence expenses and reasonable fees and
disbursements of counsel for the Agent and (ii) the preparation, execution and
delivery of any waiver, amendment or consent by the Agent or the Lenders
relating to this Agreement or any other Loan Document, including, without
limitation, reasonable fees and disbursements of counsel for the Agent, (b) pay
all reasonable out-of-pocket expenses of the Agent and each Lender actually
incurred in connection with the administration and enforcement of any rights and
remedies of the Agent and Lenders under the Credit Facility, including, without
limitation, consulting with appraisers, accountants, engineers, attorneys and
other Persons concerning the nature, scope or value of any right or remedy of
the Agent or any Lender hereunder or under any other Loan Document or any
factual matters in connection therewith, which expenses shall include, without
limitation, the reasonable fees and disbursements of such Persons, and (c)
defend, indemnify and hold harmless the Agent and the Lenders, and their
respective parents, Subsidiaries, Affiliates, employees, agents, officers and
directors, from and against any losses, penalties, fines, liabilities,
settlements, damages, costs and expenses, suffered by any such Person in
connection with any claim, investigation, litigation or other proceeding
(whether or not the Agent or any Lender is a party thereto) and the prosecution
and defense thereof, arising out of or in any way connected with the Agreement,
any other Loan Document or the Loans, including, without limitation, reasonable
attorneys and consultants fees, except to the extent that any of the
foregoing directly result from the gross negligence or willful misconduct of the
party seeking indemnification therefor.

Section 14.3  Set-off. In addition to any rights now or
hereafter granted under Applicable Law and not by way of limitation of any such
rights, upon and after the occurrence of any Event of Default and during the
continuance thereof, the Lenders and any assignee or participant of a Lender in
accordance with Section 14.10 hereof are hereby authorized by the
Borrowers at any time or from time to time, without notice to the Borrowers or
to any other Person, any such notice being hereby expressly waived, to set off
and to appropriate and to apply any and all deposits (general or special, time
or demand, including, without limitation, indebtedness evidenced by certificates
of deposit, whether matured or unmatured) and any other indebtedness at any time
held or owing by the Lenders, or any such assignee or participant to or for the
credit or the account of any Borrower against and on account of the Obligations
irrespective of whether or not (a) the Lenders shall have made any demand under
this Agreement or any of the other Loan Documents or (b) the Agent shall have
declared any or all of the Obligations to be due and payable as permitted by
Section 12.2 hereof and although such Obligations shall be contingent or
unmatured.

Section 14.4  Governing Law. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO ANY CONFLICT
OF LAW PRINCIPLES CONTAINED THEREIN.

Section 14.5  Consent to Jurisdiction; Service of Process.

(a)  
EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE BORROWERS, THE AGENT AND THE
LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS; PROVIDED, THAT THE BORROWERS, THE AGENT AND THE LENDERS ACKNOWLEDGE
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF NEW YORK CITY AND; PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR OPERATE TO PRECLUDE THE AGENT FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY
OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE AGENT.

(b)  
EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVE
ANY OBJECTION THAT SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT
AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF
SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL ADDRESSED TO SUCH BORROWER AT THE ADDRESS SET FORTH IN SECTION
14.1 OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE EARLIER OF SUCH BORROWERS ACTUAL RECEIPT THEREOF OR THREE (3)
DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE
PREPAID.

Section 14.6  Waiver of Jury Trial; Preservation of Remedies.

(a)  
Jury Trial. THE AGENT, EACH LENDER AND EACH BORROWER HEREBY IRREVOCABLY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM
OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT
OF, CONNECTED WITH, OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN
DOCUMENT (DISPUTE) IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR
THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR
THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

(b)  
Preservation of Certain Remedies. The parties hereto and the other Loan
Documents preserve, without diminution, certain remedies that such Persons may
employ or exercise freely, either alone, in conjunction with or during a
Dispute. Each such Person shall have and hereby reserves the right to proceed in
any court of proper jurisdiction or by self help to exercise or prosecute the
following remedies: (i) all rights to foreclose against any real or personal
property or other security by exercising a power of sale granted in the Loan
Documents or under Applicable Law or by judicial foreclosure and sale, (ii) all
rights of self help including, without limitation, peaceful occupation of
property and collection of rents, set off, and peaceful possession of property,
(iii) obtaining provisional or ancillary remedies including, without
limitation, injunctive relief, sequestration, garnishment, attachment,
appointment of receiver and in filing an involuntary bankruptcy proceeding, and
(iv) when applicable, a judgment by confession of judgment.

Section 14.7  Reversal of Payments. To the extent the Borrowers
make a payment or payments to the Agent for the ratable benefit of the Lenders
or the Agent receives any payment or proceeds of the collateral which payments
or proceeds or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, state or federal law,
common law or equitable cause, then, to the extent of such payment or proceeds
repaid, the Obligations or part thereof intended to be satisfied shall be
revived and continued in full force and effect as if such payment or proceeds
had not been received by the Agent.

Section 14.8  Injunctive Relief; Punitive Damages.

(a)  
The Borrowers recognize that, in the event the Borrowers fail to perform,
observe or discharge any of their obligations or liabilities under this
Agreement, any remedy of law may prove to be inadequate relief to the Lenders.
Therefore, the Borrowers agree that the Lenders, at the Lenders option,
shall be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.

(b)  
The Agent, Lenders and the Borrowers hereby agree that no such Person shall have
a remedy of punitive or exemplary damages against any other party to a Loan
Document and each such Person hereby waives any right or claim to punitive or
exemplary damages that they may now have or may arise in the future in
connection with any Dispute.

(c)  
The parties agree that they shall not have a remedy of punitive or exemplary
damages against any other party in any Dispute and hereby waive any right or
claim to punitive or exemplary damages they have now or which may arise in the
future in connection with any Dispute.

Section 14.9  Accounting Matters. All financial and accounting
calculations, measurements and computations made for any purpose relating to
this Agreement, including, without limitation, all computations utilized by any
Borrower to determine compliance with any covenant contained herein, shall,
except as otherwise expressly contemplated hereby or unless there is an express
written direction by the Agent to the contrary agreed to by the Borrowers, be
performed in accordance with GAAP as in effect on the Closing Date. In the event
that changes in GAAP shall be mandated by the Financial Accounting Standards
Board, or any similar accounting body of comparable standing, or shall be
recommended by the Borrowers certified public accountants, to the extent
that such changes would modify such accounting terms or the interpretation or
computation thereof, such changes shall be followed in defining such accounting
terms only from and after the date the Borrowers and the Lenders shall have
amended this Agreement to the extent necessary to reflect any such changes in
the financial covenants and other terms and conditions of this Agreement.

Section 14.10  Successors and Assigns.

(a)  
Benefit of Agreement. This Agreement shall be binding upon and inure to
the benefit of the Borrowers, the Agent and the Lenders, all future holders of
the Notes, and their respective successors and assigns, except that the
Borrowers shall not assign or transfer any of their rights or obligations under
this Agreement without the prior written consent of each Lender.

(b)  
Assignment by Lenders. Each Lender may, with the consent of the Borrowers
(so long as no Default or Event of Default has occurred and is continuing) and
the consent of the Agent, which consents shall not be unreasonably withheld,
assign to one or more Eligible Assignees all or a portion of its interests,
rights and obligations under this Agreement (including, without limitation, all
or a portion of the Extensions of Credit at the time owing to it and the Notes
held by it); provided that no assignment shall be made to a Prohibited
Institution and provided further that:

(i)  
each such assignment shall be of a constant, and not a varying, percentage of
all the assigning Lenders rights and obligations under this
Agreement;

(ii)   if
less than all of the assigning Lenders Commitment is to be assigned, the
Commitment so assigned shall not be less than $5,000,000;

(iii)  
the parties to each such assignment shall execute and deliver to the Agent, for
its acceptance and recording in the Register, an Assignment and Acceptance in
the form of Exhibit H attached hereto (an Assignment and
Acceptance), together with any Note or Notes subject to such
assignment;

(iv)  
such assignment shall not, without the consent of the Borrowers, require the
Borrowers to file a registration statement with the Securities and Exchange
Commission or apply to or qualify the Loans or the Notes under the blue sky laws
of any state;

(v)   the
assigning Lender shall pay to the Agent an assignment fee of $3,500 upon the
execution by such Lender of the Assignment and Acceptance; provided that no such
fee shall be payable upon any assignment by a Lender to an Affiliate thereof;
and

(vi)  
nothing herein shall be construed to prohibit in any manner any Lender from
pledging or assigning any Note to any Federal Reserve Bank in accordance with
Applicable Law.

Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, which effective date shall be
at least five (5) Business Days after the execution thereof, (A) the assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereby
and (B) the Lender thereunder shall, to the extent provided in such assignment,
be released from its obligations under this Agreement.

(c)   Rights and Duties Upon Assignment. By executing and
delivering an Assignment and Acceptance, the assigning Lender thereunder and the
assignee thereunder confirm to and agree with each other and the other parties
hereto as set forth in such Assignment and Acceptance.

(d)  
Register. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders and the amount of the Extensions of Credit with respect
to each Lender from time to time (the Register). The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrowers, the Agent and the Lenders may treat each person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrowers or
Lenders at any reasonable time and from time to time upon reasonable prior
notice.

(e)  
Issuance of New Notes. Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an Eligible Assignee together with any Note
or Notes subject to such assignment and the written consent to such assignment,
the Agent shall, if such Assignment and Acceptance has been completed and is
substantially in the form of Exhibit H attached hereto:

| | (i) | accept such Assignment and Acceptance;
| | --- | --------------------------------------

| | (ii) | record the information contained therein in the Register;
| | ---- | ---------------------------------------------------------

| | (iii) | give prompt notice thereof to the Lenders and the Borrowers; and
| | ----- | ----------------------------------------------------------------

| | (iv) | promptly deliver a copy of such Assignment and Acceptance to the Borrowers.
| | ---- | ---------------------------------------------------------------------------

Within five (5) Business Days after receipt of notice, the Borrowers shall
execute and deliver to the Agent, in exchange for the surrendered Note or Notes,
a new Note or Notes to the order of such Eligible Assignee in amounts equal to
the Commitment assumed by it pursuant to such Assignment and Acceptance and a
new Note or Notes to the order of the assigning Lender in an amount equal to the
Commitment retained by it hereunder. Such new Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the effective date of such Assignment
and Acceptance and shall otherwise be in substantially the form of the assigned
Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be
canceled and returned to the Borrowers.

Section 14.11  Participations. Each Lender may sell
participations to one or more banks or other entities (other than a Prohibited
Institution) in all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Extensions of
Credit and the Notes held by it); provided that:

(a)  
each such participation shall be in an amount not less than
$5,000,000;

(b)  
such Lenders obligations under this Agreement (including, without
limitation, its Commitment) shall remain unchanged;

(c)  
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations;

(d)  
such Lender shall remain the holder of the Notes held by it for all purposes of
this Agreement;

(e)  
the Borrowers, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lenders rights and
obligations under this Agreement;

(f)  
such Lender shall not permit such participant the right to approve any waivers,
amendments or other modifications to this Agreement or any other Loan Document
other than waivers, amendments or modifications which would reduce the principal
of or the interest rate on any Loan or Reimbursement Obligation, extend the term
or increase the amount of the Commitment, reduce the amount of any fees to which
such participant is entitled, extend any scheduled payment date for principal of
any Loan or, except as expressly contemplated hereby or thereby, release
substantially all of the Collateral; and

(g)  
any such disposition shall not, without the consent of the Borrowers, require
the Borrowers to file a registration statement with the Securities and Exchange
Commission to apply to qualify the Loans or the Notes under the blue sky law of
any state.

Section 14.12  Disclosure of Information; Confidentiality. The
Agent and the Lenders shall hold all non-public information with respect to the
Borrowers obtained pursuant to the Loan Documents in accordance with their
customary procedures for handling confidential information; provided that the
Agent and Lenders may disclose any such information to the extent such
disclosure is required by law or requested by any regulatory authority. Any
Lender may, in connection with any assignment, proposed assignment,
participation or proposed participation pursuant to Section 14.10 or
Section 14.11 hereof, disclose to the assignee, participant, proposed assignee or
proposed participant, any information relating to the Borrowers furnished to such Lender
by or on behalf of the Borrowers; provided, that prior to any such disclosure, each such
assignee, proposed assignee, participant or proposed participant shall agree with the
Borrowers or such Lender to preserve the confidentiality of any confidential information
relating to the Borrowers received from such Lender.

Section 14.13  Amendments, Waivers and Consents. Except as set
forth below, any term, covenant, agreement or condition of this Agreement or any
of the other Loan Documents (other than any Secured Hedging Agreement, the terms
and conditions of which may be amended, modified or waived by the parties
thereto) may be amended or waived by the Lenders, and any consent given by the
Lenders, if, but only if, such amendment, waiver or consent is in writing signed
by the Required Lenders (or by the Agent with the consent of the Required
Lenders) and delivered to the Agent and, in the case of an amendment, signed by
the Borrowers; provided, that no amendment, waiver or consent shall: (a)
increase the amount or extend the time of the obligation of the Lenders to make
Loans or issue or participate in Letters of Credit (including, without
limitation, pursuant to Section 3.6 hereof), (b) extend the originally
scheduled time or times of payment of the principal of any Loan or Reimbursement
Obligation or the time or times of payment of interest on any Loan or
Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any
Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or
Reimbursement Obligation, (e) permit any subordination of the principal or
interest on any Loan or Reimbursement Obligation, (f) permit any assignment
(other than as specifically permitted or contemplated in this Agreement) of any
of the Borrowers rights and obligations hereunder, (g) release any
material portion of the Collateral (other than as specifically permitted or
contemplated in this Agreement), (h) amend the provisions of this Section
14.13or the definition of Required Lenders, or (i) waive the provisions of
Section 5.2, without the prior written consent of each Lender. In
addition, no amendment, waiver or consent to the provisions of (a) Article XIII
hereof shall be made without the written consent of the Agent and (b) Article
III hereof without the written consent of the Issuing Lender.

Section 14.14  Agreement Controls. In the event there is a
conflict or inconsistency between this Agreement and any other Loan Document,
the terms of this Agreement shall control.

Section 14.15  Covenants Independent. Each Borrower expressly
acknowledges and agrees that each covenant contained in Articles IX, X or XI
hereof shall be given independent effect. Accordingly, the Borrowers shall not
engage in any transaction or other act otherwise permitted under any covenant
contained in Articles IX, X or XI hereof if, before or after giving effect to
such transaction or act, any Borrower shall or would be in breach of any other
covenant contained in Articles IX, X or XI hereof.

Section 14.16  Survival. Notwithstanding any termination of
this Agreement, the indemnities to which the Agent and the Lenders are entitled
under the provisions of this Article XIV and any other provision of this
Agreement and the Loan Documents shall continue in full force and effect and
shall protect the Agent and the Lenders against events arising after such
termination as well as before.

Section 14.17  Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and shall be binding upon all parties, their successors and assigns, and all of
which taken together shall constitute one and the same agreement.

Section 14.18  Headings. Titles and captions of Articles,
Sections and subsections in this Agreement are for convenience only, and neither
limit nor amplify the provisions of this Agreement.

Section 14.19  Severability. Any provision of this Agreement or
any other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remainder of such
provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

Section 14.20  Entirety. This Agreement together with the other
Loan Documents represents the entire agreement of the parties hereto and thereto, and
supersedes all prior agreements and understandings, oral and written, if any, including
any commitment letters or correspondence relating to the Loan Documents or the
transactions contemplated herein or therein, except those obligations which survive under
the Fee Letter.

Section 14.21  Termination. This Agreement shall remain in
effect from the Closing Date through and including the date upon which all
Commitments have been terminated and all Obligations shall have been
indefeasibly and irrevocably paid and satisfied in full. The Agent is hereby
permitted to release all Liens on the Collateral in favor of the Agent, for the
ratable benefit of itself and the Lenders, upon repayment in cash of the
outstanding principal of and all accrued interest on the Loans, payment of all
outstanding fees and expenses hereunder and the irrevocable termination of the
Commitments. No termination of this Agreement shall affect the rights and
obligations of the parties hereto arising prior to such termination.

Section 14.22  Payment of Borrowers Obligations. The
Borrowers obligations under this Agreement and each of the Loan Documents
shall be performed by the Borrowers at their sole cost and expense.

Section 14.23  Powers of Attorney and Authorizations
Irrevocable. All powers of attorney and other authorizations granted to the
Lenders, the Agent and any Persons designated by the Agent or any Lender
pursuant to any provisions of this Agreement or any of the other Loan Documents
shall be deemed coupled with an interest and shall be irrevocable so long as any
of the Obligations remain unpaid or unsatisfied or any of the Commitments has
not been terminated.

Section 14.24  USA Patriot Act. Each Lender that is subject to
the requirements of the Patriot Act hereby notifies each Borrower that pursuant
to the requirements of the Patriot Act, it is required to obtain, verify and
record information that identifies each Borrower, which information includes the
name and address of each Borrower and other information that will allow such
Lender to identify each Borrower in accordance with the Patriot Act, and each
Borrower hereby agrees to deliver such information to the Lenders as may be
requested.

IN
WITNESS WHEREOF, the parties hereto have caused this Credit and Security
Agreement to be executed under seal by their duly authorized officers, all as of
the day and year first written above.

| | INTERPOOL, INC., as a Borrower
By:  
        Name:
        Title:
TRAC LEASE, INC., as a Borrower
By:  
        Name:
        Title:
| | ------------------------------------------------------------------------------------------------------------------------------------

[Borrowers
signature page to Credit and Security Agreement]

| | NATIONAL CITY BANK,
as Agent and as a Lender
By:  
        Name: Michael J. Labrum
        Title: Senior Vice President
| | -----------------------------------------------------------------------------------------------------------------------

[Agent's signature page to Credit and Security
Agreement]

| | HSH NORDBANK AG, NEW YORK BRANCH, as a Lender
By:  
        Name:
        Title:
By:  
        Name:
        Title:
| | -------------------------------------------------------------------------------------------------------------------

[Lender
signature page to Credit and Security Agreement]

| | DVB BANK AG, as a Lender
By:  
        Name:
        Title:
By:  
        Name:
        Title:
| | ----------------------------------------------------------------------------------------------

[Lender signature page
to Credit and Security Agreement]

| | CREDIT INDUSTRIEL ET COMMERCIAL,
NEW YORK BRANCH, as a Lender
By:  
        Name:
        Title:
By:  
        Name:
        Title:
| | -----------------------------------------------------------------------------------------------------------------------------------

[Lender signature
page to Credit and Security Agreement]

| | BAYERISCHE HYPO-UND VEREINSBANK AG,
NEW YORK BRANCH, as a Lender
By:  
        Name:
        Title:
By:  
        Name:
        Title:
| | --------------------------------------------------------------------------------------------------------------------------------------

[Lender signature page
to Credit and Security Agreement]

| | LASALLE BANK, NATIONAL ASSOCIATION,
as a Lender
By:  
        Name:
        Title:
| | ----------------------------------------------------------------------------------

[Lender signature
page to Credit and Security Agreement]