Exhibit 10.46

TENTH AMENDMENT TO THIRD AMENDED ANDRESTATED SENIOR LOAN AND SECURITY AGREEMENT

This
Tenth Amendment to Third Amended and Restated Senior Loan and Security Agreement
("Tenth Amendment") entered into as of the 8th day of January, 2004 by and
among Interpool, Inc. ("Interpool"), Interpool Limited ("Limited"), Interpool
Finance Corp. ("Finance") and Trac Lease, Inc. ("TracLease"), each with an
address at 211 College Road East, Princeton, New Jersey 08540 (each a "Borrower"
and collectively "Borrowers"), PNC Bank, National Association, a national
banking corporation, in its capacity as agent, syndication agent and as lender
("PNC", "Agent" or "Syndication Agent"), and Fleet National Bank (successor by
merger to Bank Boston, N.A.), a national banking corporation, in its capacity as
documentation agent and as lender ("Fleet" or "Documentation Agent"), along with
each of the other lenders listed on the signature pages hereof, in their
capacity as lenders (each individually, including PNC and Fleet in their
capacity as lenders, is a "Lender" and collectively, they are referred to as
"Lenders").

BACKGROUND

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

B.      On October 31, 2003, Borrowers and Lenders
entered into the Ninth Amendment to the Loan Agreement ("Ninth Amendment")
whereby Lenders made amendments to the Loan Agreement to address the Delayed
Financial Statements (as defined in the Ninth Amendment) and certain other
amendments to the Loan Agreement.

C.      Borrowers have requested that certain
amendments and modifications be made to the Loan Agreement (including the Ninth
Amendment) and Agent, Lenders and Borrowers desire to so modify and make
additional amendments to the Loan Agreement (including the Ninth
Amendment).

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

1.      Amendments.

(a)      Notwithstanding anything to the contrary
contained in Section 6.2(f) of the Loan Agreement or 1(b) of the Ninth
Amendment, (i) Interpool shall be permitted to file its form 10-K for the period
ended December 31, 2002 with the Securities and Exchange Commission ("SEC") no
later than the earlier of (A) January 20, 2004 and (B) the earliest date such
10-K is required to be filed with the SEC by another of Borrowers' lenders or
provider of any other credit accommodation under any loan document, indenture or
other material agreement, whether for containers, chassis or otherwise
(including after giving effect to extensions granted after the date hereof) and
(ii) Interpool shall be permitted to file its form 10-Q for the period ended
March 31, 2003 with the Securities and Exchange Commission no later than the
earlier of (A) February 29, 2004 and (B) the earliest date such 10-Q is required
to be filed with the SEC by another of Borrowers' lenders or provider of any
other credit accommodation under any loan document, indenture or other material
agreement, whether for containers, chassis or otherwise (including after giving
effect to extensions granted after the date hereof); provided, however, that
clause (B) in sections (i) and (ii) above shall not take into account any
lenders/creditors of the Borrowers holding indebtedness totaling, in the
aggregate, not more than the Excluded Amount that have failed to deliver waivers
or extensions. As used in this Tenth Amendment, Excluded Amount means (i) at any
time between January 8, 2004 and January 20, 2004, $50,000,000 and (ii) at any
time after January 20, 2004, $0.00.

(b)      Notwithstanding anything to the contrary
contained in Section 6.11(a)(i) of the Loan Agreement or Section 1(c) of the
Ninth Amendment, Interpool and its Consolidated Subsidiaries shall be permitted
to deliver to Agent and each Lender, the restated Financial Statements for the
fiscal years ended December 31, 2000 and December 31, 2001 and the Financial
Statements contained in Interpool's Form 10-K for the fiscal year ended December
31, 2002 no later than the earlier of (A) January 20, 2004 and (B) the earliest
date any such Financial Statements are required to be delivered by another of
Borrowers' lenders or provider of any other credit accommodation under any loan
document, indenture or other material agreement, whether for containers, chassis
or otherwise (including after giving effect to extensions granted after the date
hereof); provided, however, that clause (B) above shall not take into account
any lenders/creditors of the Borrowers holding indebtedness totaling, in the
aggregate, not more than the Excluded Amount that have failed to deliver waivers
or extensions.

(c)      Notwithstanding anything to the contrary
contained in Section 6.11(a)(iii) of the Loan Agreement or Section 1(e) of the
Ninth Amendment, Interpool and the Consolidated Subsidiaries shall be permitted
to deliver to the Agent and each Lender the unaudited quarterly Financial
Statements to be included in Interpool's Form 10-Q for the fiscal quarter ended
March 31, 2003 no later than the earlier of A) February 29, 2004 and (B) the
earliest date any such Financial Statements are required to be delivered by
another of Borrowers' lenders or provider of any other credit accommodation
under any loan document, indenture or other material agreement, whether for
containers, chassis or otherwise (including after giving effect to extensions
granted after the date hereof); provided, however, that that clause (B) above
shall not take into account any lenders/creditors of the Borrowers holding
indebtedness totaling, in the aggregate, not more than the Excluded Amount that
have failed to deliver waivers or extensions.

(d)      Section 5(d) of the Ninth Amendment is
modified so that cash flow statements are not required to be included in the
Borrowers' form 8-K filed with the Securities and Exchange Commission on or
before November 7, 2003;

(e)      Section 5(e) of the Ninth Amendment and
Section 2.3(b)(vii) of the Loan Agreement are modified to remove the requirement
that Interpool Finance Corp. record Agent's liens and security interests in the
Collateral of Interpool Finance Corp. in the Bills of Sales Registry with the
Public Records Office for the Cayman Islands.

(f)      Section 5(g) of the Ninth Amendment is
modified such that notwithstanding the limitations on Lender Concessions
contained in the Ninth Amendment, the permitted Lender Concessions amount is
hereby increased by $7,000,000 to $15,000,000 (plus $1,000,000 per month
commencing April 1, 2004 which may be used for Lender Concessions); provided,
however, that $5,000,000 of the aforementioned increase is subject to the
condition subsequent that the Delayed Financial Statements are filed in
accordance with the time periods set forth in the Ninth Amendment as amended by
this Tenth Amendment.

(g)      Pursuant to Section 5(l) of the Ninth
Amendment,

(i)      Borrowers shall
deliver to Agent and Lender the additional financial reports and information set
forth on Exhibit "A" attached hereto; and

(ii)      Borrowers shall
work diligently with Agent and Majority Lenders and shall agree to a form of
"Borrowing Base Composition Report", which may include, without limitation,
criteria relating to aging, concentration, credit quality of lessee, rewriting
of lease contracts, delinquency, offsets and cross-aging and such other criteria
as may be reasonably agreed upon, for the purpose of assisting the Lenders with
determining the quantitative and qualitative value of the Collateral comprising
the Borrowing Base, in form, substance and scope reasonably satisfactory to
Agent and Majority Lenders, on or before January 31, 2004. Borrowers shall use
their best efforts to deliver the first Borrowing Base Composition Report to
Agent and Lenders by the last Business Day of the month following the month in
which the Borrowers, Agent and Majority Lenders finalize agreement on the form
of such report, and on the last Business Day of each month thereafter in
connection with delivery of Borrowers' Borrowing Base certificates. The failure
of the Borrowers to agree on the form of Borrowing Base Composition Report on or
before January 31, 2004 or to deliver the Borrowing Base Composition Report to
the Agent and the Lenders in accordance with the terms hereof shall constitute
an Event of Default under the Loan Agreement.

(h)      On or before January 31, 2004, Borrowers and
Majority Lenders shall use their best efforts to address and reach resolution
with respect to issues relating to the Borrowers' practice of splitting leases
(i.e., finance leases where both Lenders and Borrowers' other creditors have a
security interest in different units under the same finance lease), which may
include the appointment of a collateral custodian, provided, further, that the
Borrowers shall use their best efforts to implement procedures to address this
Section 1(h) on terms reasonably acceptable to Agent and Majority Lenders on or
before April 30, 2004.

(i)      Notwithstanding anything to the contrary
contained herein or in the Loan Agreement, at, all times hereafter the LIBOR
Base Rate Option shall be the per annum rate equal to the LIBOR Rate plus 2.25%
and the Base Rate Option shall be the per annum rate equal to the Base Rate plus
0.50%.

(j)      Borrowers acknowledge that Agent and/or
Majority Lenders may engage third party financial advisors and/or consultants
("Advisors"). Borrowers covenant and agree to cooperate in all respects with
such Advisors and their reasonable requests associated with their engagement.
Further, such Advisors may be hired or engaged by or on behalf of Agent and
Lenders or by Agent or its counsel. As such, the term "Expenses" as defined in
the Loan Agreement shall be deemed to include, and Borrowers shall pay, all
reasonable fees, costs and expenses of such Advisors and such amounts may be
charged to Borrowers' account(s) and shall be included in the definition of
"Obligations".

(k)      Borrowers agree that if Interpool and its
Consolidated Subsidiaries fail to deliver the Financial Statements or make the
filings, referred to in Sections 1(a), 1(b) and 1(c) hereof by the dates
specified for such filing and deliveries, upon Agent and/or Majority Lenders'
request, Borrowers will call and host an in person, face to face meeting among
Borrowers and their secured lenders/creditors at a location acceptable to Agent
and/or Majority Lenders within one week from the date of such request at which
it is intended that the participants, (whether in person or telephonically)
shall be permitted to discuss, without limitation, all aspects of the Borrowers'
business and overall financial condition; provided, that Borrowers'
responsibility for costs and Expenses for the meeting shall be limited to those
directly related to the meeting itself (and shall not include transportation
expenses).

2.      No Event of Default. As of January 8,
2004 the Agent and Majority Lenders represent that they have not declared an
Event of Default under the Loan Agreement, provided, however, Agent and Lenders
reserve the right to declare an Event of Default under the Loan Agreement if at
any time they determine that an Event of Default has occurred, it being
acknowledged that delivery of the Delayed Financial Statements within the time
frames set forth in the Ninth Amendment as amended by this Tenth Amendment shall
not constitute an Event of Default.

3.      Amendment Fees and Expenses. In
consideration for the accommodations and amendments made herein, Borrowers shall
pay to each Lender approving this Tenth Amendment on or before January 8, 2004
an "Amendment Fee" equal to 0.175 of one percent of such approving Lender's Pro
Rata Share under the Credit Facility. In furtherance of Borrowers continuing
obligation to pay the Expenses of Agent and Lenders, Borrowers shall promptly
pay all reasonable Expenses (including without limitation attorneys' fees)
incurred by, Agent and Lenders through the date hereof.

4.      Representations and Warranties.
Borrowers represent and warrant to Lenders:

(a)      By execution of this Tenth Amendment,
Borrowers reconfirm all warranties and representations made to Lenders under the
Loan Agreement and Loan Documents and restates such warranties and
representations as of the date hereof, other than with respect to Section
5.11(e) of the Loan Agreement as it relates solely to the Delayed Financial
Statements and Section 5.3 of the Loan Agreement as it relates solely to the
judgments, judicial or administrative orders, proceedings or investigations
pending or threatened against any Borrower, as set forth on Schedule 4(a)
attached hereto. All such warranties and representations shall be deemed
continuing until all of the Obligations owing to Agent and Lenders are paid and
satisfied in full.

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

(c)      Each document and agreement executed and
delivered in connection herewith will be valid, binding and enforceable in
accordance with their respective terms.

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

(e)      Immediately prior to and after giving effect
to this Tenth Amendment and the execution of similar waivers and amendments by
other lenders, with respect to each Borrower (i) the fair value of its assets is
greater than the amount of its liabilities (including disputed, contingent and
unliquidated liabilities) as such value is established and liabilities
evaluated, (ii) the present fair saleable value of its assets is not less than
the amount that will be required to pay the probable liability on its debts as
they become absolute and matured, (iii) it is able to realize upon its assets
and pay its debts and other liabilities (including disputed, contingent and
unliquidated liabilities) as they mature in the normal course of business, (iv)
it does not intend to, and does not believe that it will, incur debts or
liabilities beyond its ability to pay as such debts and liabilities mature, and
(v) it is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which its property would constitute
unreasonably small capital.

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

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

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

(a)      Execution and delivery by Borrowers to Lenders
of this Tenth Amendment;

(b)      Delivery to Agent and Lenders of the
agreements and documents by and between Borrowers and certain equipment
(including, container and/or chassis) manufacturers evidencing the parties'
agreements and arrangements relating to payment of the outstanding amounts owed
in connection with the purchase of certain equipment (including containers
and/or chassis) from such manufacturers, including, but not limited to the
payment of approximately $55,000,000 scheduled to occur on or before December
31, 2003 and the balance scheduled to be paid no later than February 2004;
and

(c)      Certificate of Senior Officer certifying that
Borrowers have received all necessary waivers of any defaults or unmatured
events of default under all other credit facilities and/or financing
arrangements among Borrowers, or any of them, and any of their creditors and/or
lenders.

8.      Ratification of Loan Documents. Except
as expressly set forth herein, all of the terms and conditions of the Loan
Documents are hereby ratified and confirmed and continue unchanged and in full
force and effect. Each Borrower acknowledges by its signature below, that this
Tenth Amendment shall not alter, release, discharge or otherwise affect any of
its obligations under any Loan Document.

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

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

11.      Release. As further consideration for
the agreement of Lenders and Agent to grant the accommodations set forth herein,
each Borrower acknowledges and agrees that: (a) no Borrower has any claim or
cause of action against the Agent or any Lender (or any of its respective
directors, officers, employees or agent); (b) no Borrower has any offset right,
counterclaim or defense of any kind against any of their respective obligations,
indebtedness or liabilities to the Agent or any Lender; and (c) each of the
Agent and the Lenders has heretofore properly performed and satisfied in a
timely manner all of its obligations to each Borrower. The Borrowers wish to
eliminate any possibility that any past conditions, acts, omissions, events,
circumstances or matters would impair or otherwise adversely affect any of the
Agent's and the Lenders' rights, interests, contracts, collateral security or
remedies. Therefore, each Borrower unconditionally releases, waives and forever
discharges (i) any and all liabilities, obligations, duties, promises or
indebtedness of any kind of the Agent or any Lender to any Borrower, except the
obligations to be performed by the Agent or any Lender on or after the date
hereof as expressly stated in this Tenth Amendment, the Loan Agreement and the
other Loan Documents, and (ii) all claims, offsets, causes of action, suits or
defenses of any kind whatsoever (if any), whether arising at law or in equity,
whether known or unknown, which any Borrower might otherwise have against the
Agent, any Lender or any of its directors, officers, employees or agent, in
either case (i) or (ii), on account of any past or presently existing condition,
act, omission, event, contract, liability, obligation, indebtedness, claim,
cause of action, defense, circumstance or matter of any kind.

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

ACKNOWLEDGED
AND AGREED TO AND INTENDING TO BE LEGALLY BOUND as of the day and year first
above written.

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

|LENDERS: | PNC BANK, NATIONAL ASSOCIATION, as Agent, Syndication Agent
and Lender
By: 
FLEET NATIONAL BANK, as Documentation Agent and Lender
By: 
WACHOVIA BANK, National Association, as Lender
By: 
JPMORGAN CHASE BANK, as Lender
By: 
CREDIT LYONNAIS AMERICAS, as Lender
By: 
UNION BANK OF CALIFORNIA, N.A., as Lender
By: 
LASALLE BANK NATIONAL ASSOCIATION, as Lender
By: 
NATIONAL CITY BANK, as Lender
By: 
HSH NORDBANK AG, NEW YORK BRANCH, as Lender
By:
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Exhibit A
Supplemental Financial Reports and Information

1.      13-week rolling cash flow forecast updated
every month

Deliver first report
by 12/18/2003 and then monthly thereafter until all Delayed Financials (as
defined in the Ninth Amendment) have been delivered.

2.
     Equipment Manufacturing Payables Aging (monthly
beginning 12/31/03)

Deliver within 30 days of each month
end.

3.      Asset sales for containers and chassis (selling price vs. book value)
(quarterly beginning 12/31/03)

Deliver within 30
days of each quarter end.

4.      Quarterly report of defaulted leases (qtrly
beginning 12/31/03) - listing of accounts transferred to legal department or
identified as "troubled accounts"

Deliver within 30 days of each quarter end.

5.      Quarterly report of leases maturing within
the next 12 months (quarterly beginning 12/31/03)

Deliver within 30 days of each quarter end.

6.      Scheduled debt maturities and rental expense
during 2004

Deliver by December 23, 2003.

7.      KPMG Management Letter

Provide as soon as available.

8.      Morrison & Foerster Report

If permitted to do so, provide as soon as available upon conclusion of SEC
investigation.

9.      Borrowers' outstanding debt - broken down by
each lender

Delivered on or before January 31, 2004.