EXECUTION VERSION

CREDIT AGREEMENT

Dated as of
December 21, 2005

among

INTERPOOL CONTAINER FUNDING II, SRL,
as the Borrower

INTERPOOL, INC.,
as the Parent Guarantor

FORTIS CAPITAL CORP.,
as the Agent

and

THE LENDERS NAMED HEREIN

TABLE OF CONTENTS

Page

|SECTION 1. | DEFINITIONS; RULES OF INTERPRETATION. | 1
|---------- | ------------------------------------- | -

| | Section 1.1 | Definitions | 1
| | ----------- | ----------- | -

| | Section 1.2 | Rules of Interpretation | 37
| | ----------- | ----------------------- | --

|SECTION 2. | THE CREDIT LOAN. | 38
|---------- | ---------------- | --

| | Section 2.1 | Commitments to Make Credit Loans | 38
| | ----------- | -------------------------------- | --

| | Section 2.2 | The Notes | 40
| | ----------- | --------- | --

| | Section 2.3 | Principal Payments on the Notes | 40
| | ----------- | ------------------------------- | --

| | Section 2.4 | Interest on the Credit Loan | 41
| | ----------- | --------------------------- | --

| | Section 2.5 | Revolving Credit Facility/Term Loan Facility | 42
| | ----------- | -------------------------------------------- | --

| | Section 2.6 | Fees | 42
| | ----------- | ---- | --

| | Section 2.7 | Prepayments | 42
| | ----------- | ----------- | --

| | Section 2.8 | Illegality or Impossibility | 43
| | ----------- | --------------------------- | --

| | Section 2.9 | Additional Costs and Expenses; Reserve Charge; Capital Requirements | 44
| | ----------- | ------------------------------------------------------------------- | --

| | Section 2.10 | The Agent's or Lender's Certificates | 46
| | ------------ | ------------------------------------ | --

| | Section 2.11 | Subordination of Class B Notes; Pro Rata Treatment of Notes of Same Class | 46
| | ------------ | ------------------------------------------------------------------------- | --

| | Section 2.12 | Funding of Credit Loans | 47
| | ------------ | ----------------------- | --

| | Section 2.13 | Obligations Several | 47
| | ------------ | ------------------- | --

| | Section 2.14 | Replacement of an Affected Lender | 47
| | ------------ | --------------------------------- | --

| | Section 2.15 | Form and Terms of Payment | 48
| | ------------ | ------------------------- | --

| | Section 2.16 | Funding Losses | 48
| | ------------ | -------------- | --

| | Section 2.17 | Payments Free and Clear of Taxes | 49
| | ------------ | -------------------------------- | --

| | Section 2.18 | Trust Account | 50
| | ------------ | ------------- | --

| | Section 2.19 | Restricted Cash Account | 55
| | ------------ | ----------------------- | --

| | Section 2.20 | Investments | 56
| | ------------ | ----------- | --

| | Section 2.21 | Purchase of Class A Notes | 56
| | ------------ | ------------------------- | --

|SECTION 3. | REPRESENTATIONS AND WARRANTIES. | 57
|---------- | ------------------------------- | --

| | Section 3.1 | Corporate Existence and Good Standing, Etc. | 57
| | ----------- | ------------------------------------------- | --

| | Section 3.2 | Corporate Power; Consents; Absence of Conflict with Other
Agreements, Etc. | 57
| | ----------- | -------------------------------------------------------------------------- | --

| | Section 3.3 | Title to Properties | 58
| | ----------- | ------------------- | --

| | Section 3.4 | Financial Statements | 58
| | ----------- | -------------------- | --

| | Section 3.5 | No Material Changes, Etc. | 58
| | ----------- | ------------------------- | --

| | Section 3.6 | Litigation | 58
| | ----------- | ---------- | --

| | Section 3.7 | No Materially Adverse Contracts, Etc. | 58
| | ----------- | ------------------------------------- | --

| | Section 3.8 | Compliance with Other Instruments, Laws, Etc. | 59
| | ----------- | --------------------------------------------- | --

| | Section 3.9 | Tax Status | 59
| | ----------- | ---------- | --

| | Section 3.10 | Compliance with ERISA | 59
| | ------------ | --------------------- | --

| | Section 3.11 | Environmental Matters | 59
| | ------------ | --------------------- | --

| | Section 3.12 | No Default | 61
| | ------------ | ---------- | --

| | Section 3.13 | Patents, Copyrights, Permits, Trademarks, Licenses and Leases | 61
| | ------------ | ------------------------------------------------------------- | --

| | Section 3.14 | Use of Proceeds | 61
| | ------------ | --------------- | --

| | Section 3.15 | Capitalization | 61
| | ------------ | -------------- | --

| | Section 3.16 | Subsidiaries | 61
| | ------------ | ------------ | --

| | Section 3.17 | Holding Company and Investment Company Acts | 61
| | ------------ | ------------------------------------------- | --

| | Section 3.18 | Pension Plans | 62
| | ------------ | ------------- | --

| | Section 3.19 | Disclosure | 62
| | ------------ | ---------- | --

| | Section 3.20 | Title to Lease and Container | 62
| | ------------ | ---------------------------- | --

| | Section 3.21 | First Lien | 62
| | ------------ | ---------- | --

| | Section 3.22 | Survival of Representations and Warranties, Etc. | 62
| | ------------ | ------------------------------------------------ | --

| | Section 3.23 | Waiver of Immunity | 63
| | ------------ | ------------------ | --

| | Section 3.24 | Eligible Leases; Eligible Container | 63
| | ------------ | ----------------------------------- | --

| | Section 3.25 | Borrowing for Own Benefit | 63
| | ------------ | ------------------------- | --

| | Section 3.26 | Foreign Assets Control Regulations | 63
| | ------------ | ---------------------------------- | --

| | Section 3.27 | Debt for Tax | 63
| | ------------ | ------------ | --

| | Section 3.28 | Post Closing Leases | 63
| | ------------ | ------------------- | --

|SECTION 4. | CONDITIONS TO CLOSING ON CLOSING DATE. | 64
|---------- | -------------------------------------- | --

| | Section 4.1 | Request for Funds | 64
| | ----------- | ----------------- | --

| | Section 4.2 | Representations and Warranties | 64
| | ----------- | ------------------------------ | --

| | Section 4.3 | Performance; No Default | 64
| | ----------- | ----------------------- | --

| | Section 4.4 | Delivery of Officer's Certificate | 64
| | ----------- | --------------------------------- | --

| | Section 4.5 | Legality; Consents | 64
| | ----------- | ------------------ | --

| | Section 4.6 | Delivery of Loan Documents | 64
| | ----------- | -------------------------- | --

| | Section 4.7 | Delivery of Charter and Other Documents | 64
| | ----------- | --------------------------------------- | --

| | Section 4.8 | Opinions of the Borrower's, Parent Guarantor's, Servicer's and
Interpool Limited's Counsel | 65
| | ----------- | ------------------------------------------------------------------------------------------ | --

| | Section 4.9 | Security Documents | 65
| | ----------- | ------------------ | --

| | Section 4.10 | Proceedings and Documents | 65
| | ------------ | ------------------------- | --

| | Section 4.11 | Compliance Certificate | 65
| | ------------ | ---------------------- | --

| | Section 4.12 | No Material Adverse Changes, Etc. | 66
| | ------------ | --------------------------------- | --

| | Section 4.13 | Evidence of Insurance | 66
| | ------------ | --------------------- | --

| | Section 4.14 | Litigation | 66
| | ------------ | ---------- | --

| | Section 4.15 | Fees | 66
| | ------------ | ---- | --

| | Section 4.16 | No Defaults; Absence of Material Adverse Change | 66
| | ------------ | ----------------------------------------------- | --

| | Section 4.17 | Lockbox Agreement and Intercreditor Agreement | 66
| | ------------ | --------------------------------------------- | --

| | Section 4.18 | Availability of Funding | 66
| | ------------ | ----------------------- | --

| | Section 4.19 | [Reserved] | 66
| | ------------ | ---------- | --

| | Section 4.20 | Officer Certificate | 66
| | ------------ | ------------------- | --

| | Section 4.21 | Eligible Leases | 67
| | ------------ | --------------- | --

| | Section 4.22 | Solvency Certificate | 67
| | ------------ | -------------------- | --

| | Section 4.23 | CAI Notice of Assignment | 67
| | ------------ | ------------------------ | --

| | Section 4.24 | Container Management System | 67
| | ------------ | --------------------------- | --

| | Section 4.25 | Repayment of Indebtedness | 67
| | ------------ | ------------------------- | --

| | Section 4.26 | Asset Conveyances | 67
| | ------------ | ----------------- | --

| | Section 4.27 | Tax Opinion | 67
| | ------------ | ----------- | --

|SECTION 5. | CONDITIONS TO EACH FUNDING DATE. | 67
|---------- | -------------------------------- | --

| | Section 5.1 | Representations and Warranties | 68
| | ----------- | ------------------------------ | --

| | Section 5.2 | No Default; Expiration of Revolving Credit Period | 68
| | ----------- | ------------------------------------------------- | --

| | Section 5.3 | Compliance Certificate | 68
| | ----------- | ---------------------- | --

| | Section 5.4 | Security Documents | 68
| | ----------- | ------------------ | --

| | Section 5.5 | Copies of Purchase Documentation, Invoices, Bills of Sale and Other Title Documents | 68
| | ----------- | ----------------------------------------------------------------------------------- | --

|SECTION 6. | AFFIRMATIVE COVENANTS. | 69
|---------- | ---------------------- | --

| | Section 6.1 | Punctual Payment | 69
| | ----------- | ---------------- | --

| | Section 6.2 | Location of Office | 69
| | ----------- | ------------------ | --

| | Section 6.3 | Records and Accounts; Collateral Tracking System | 69
| | ----------- | ------------------------------------------------ | --

| | Section 6.4 | Financial Statements, Certificates and Information | 69
| | ----------- | -------------------------------------------------- | --

| | Section 6.5 | Business and Corporate Existence | 71
| | ----------- | -------------------------------- | --

| | Section 6.6 | Payment of Taxes | 71
| | ----------- | ---------------- | --

| | Section 6.7 | Maintenance of Property | 71
| | ----------- | ----------------------- | --

| | Section 6.8 | Insurance | 72
| | ----------- | --------- | --

| | Section 6.9 | Inspection of Properties and Books | 73
| | ----------- | ---------------------------------- | --

| | Section 6.10 | Licenses and Permits | 73
| | ------------ | -------------------- | --

| | Section 6.11 | Notice of Material Claims and Litigation | 73
| | ------------ | ---------------------------------------- | --

| | Section 6.12 | Further Assurances | 74
| | ------------ | ------------------ | --

| | Section 6.13 | Pension Plans | 74
| | ------------ | ------------- | --

| | Section 6.14 | Environmental and Safety Matters | 74
| | ------------ | -------------------------------- | --

| | Section 6.15 | Payment of Wages | 75
| | ------------ | ---------------- | --

| | Section 6.16 | Notice of Default | 76
| | ------------ | ----------------- | --

| | Section 6.17 | OFAC | 76
| | ------------ | ---- | --

| | Section 6.18 | Possession of Eligible Container | 76
| | ------------ | -------------------------------- | --

| | Section 6.19 | Interest Rate Hedge Agreements | 76
| | ------------ | ------------------------------ | --

| | Section 6.20 | UNIDROIT Convention | 79
| | ------------ | ------------------- | --

| | Section 6.21 | Separate Identity | 79
| | ------------ | ----------------- | --

| | Section 6.22 | Investment Company | 79
| | ------------ | ------------------ | --

| | Section 6.23 | United States Tax Election | 79
| | ------------ | -------------------------- | --

| | Section 6.24 | Independent Quotaholder | 79
| | ------------ | ----------------------- | --

| | Section 6.25 | Intercreditor Delivery | 79
| | ------------ | ---------------------- | --

| | Section 6.26 | Tax Elections and Filings | 79
| | ------------ | ------------------------- | --

| | Section 6.27 | Post Closing Lease | 80
| | ------------ | ------------------ | --

|SECTION 7. | NEGATIVE COVENANTS. | 80
|---------- | ------------------- | --

| | Section 7.1 | Liens | 80
| | ----------- | ----- | --

| | Section 7.2 | Maximum Funded Debt to Tangible Net Worth | 81
| | ----------- | ----------------------------------------- | --

| | Section 7.3 | Minimum Tangible Net Worth | 81
| | ----------- | -------------------------- | --

| | Section 7.4 | Fixed Charge Coverage Ratio | 81
| | ----------- | --------------------------- | --

| | Section 7.5 | Additional Financial Covenants | 81
| | ----------- | ------------------------------ | --

| | Section 7.6 | Distributions | 81
| | ----------- | ------------- | --

| | Section 7.7 | Merger, Consolidation or Sale of Assets, Etc. | 81
| | ----------- | --------------------------------------------- | --

| | Section 7.8 | [Reserved] | 83
| | ----------- | ---------- | --

| | Section 7.9 | ERISA | 83
| | ----------- | ----- | --

| | Section 7.10 | Public Utility Holding Company | 83
| | ------------ | ------------------------------ | --

| | Section 7.11 | Transactions with Affiliates | 83
| | ------------ | ---------------------------- | --

| | Section 7.12 | Dispositions of Collateral | 83
| | ------------ | -------------------------- | --

| | Section 7.13 | Other Indebtedness | 84
| | ------------ | ------------------ | --

| | Section 7.14 | Charter Documents | 84
| | ------------ | ----------------- | --

| | Section 7.15 | Capital Expenditures | 84
| | ------------ | -------------------- | --

| | Section 7.16 | Permitted Activities | 84
| | ------------ | -------------------- | --

| | Section 7.17 | United States Tax Election | 84
| | ------------ | -------------------------- | --

| | Section 7.18 | Amendment to or Waiver of Loan Documents | 84
| | ------------ | ---------------------------------------- | --

| | Section 7.19 | CAI Agreement | 85
| | ------------ | ------------- | --

|SECTION 8. | EVENTS OF DEFAULT. | 85
|---------- | ------------------ | --

|SECTION 9. | REMEDIES. | 89
|---------- | --------- | --

|SECTION 10. | NOTICE AND WAIVERS OF DEFAULT. | 91
|----------- | ------------------------------ | --

| | Section 10.1 | Notice of Default | 91
| | ------------ | ----------------- | --

| | Section 10.2 | Waivers of Default | 91
| | ------------ | ------------------ | --

|SECTION 11. | SET OFF. | 91
|----------- | -------- | --

|SECTION 12. | SECURITY AND DISCHARGE. | 92
|----------- | ----------------------- | --

|SECTION 13. | THE AGENT. | 93
|----------- | ---------- | --

| | Section 13.1 | Appointment | 93
| | ------------ | ----------- | --

| | Section 13.2 | Delegation of Duties | 93
| | ------------ | -------------------- | --

| | Section 13.3 | Exculpatory Provisions | 93
| | ------------ | ---------------------- | --

| | Section 13.4 | Reliance by Agent | 94
| | ------------ | ----------------- | --

| | Section 13.5 | Notice of Default | 94
| | ------------ | ----------------- | --

| | Section 13.6 | Non-Reliance on Agent and Other Lenders | 94
| | ------------ | --------------------------------------- | --

| | Section 13.7 | Indemnification | 95
| | ------------ | --------------- | --

| | Section 13.8 | Failure to Act | 96
| | ------------ | -------------- | --

| | Section 13.9 | The Agent in Its Individual Capacity | 96
| | ------------ | ------------------------------------ | --

| | Section 13.10 | Successor Agent | 96
| | ------------- | --------------- | --

| | Section 13.11 | Exercise of Remedies Under Security Documents | 97
| | ------------- | --------------------------------------------- | --

| | Section 13.12 | Standard of Care | 97
| | ------------- | ---------------- | --

| | Section 13.13 | Dealing with the Lenders | 97
| | ------------- | ------------------------ | --

| | Section 13.14 | Duties Not to be Increased | 97
| | ------------- | -------------------------- | --

| | Section 13.15 | Performance of Obligations | 98
| | ------------- | -------------------------- | --

| | Section 13.16 | Appointment of a Separate Agent | 98
| | ------------- | ------------------------------- | --

|SECTION 14. | EXPENSES AND INDEMNITIES. | 98
|----------- | ------------------------- | --

|SECTION 15. | SURVIVAL OF COVENANTS, ETC. | 99
|----------- | --------------------------- | --

|SECTION 16. | PARTIES IN INTEREST; SUCCESSORS AND ASSIGNS. | 99
|----------- | -------------------------------------------- | --

|SECTION 17. | NOTICES, ETC. | 102
|----------- | ------------- | ---

|SECTION 18. | MISCELLANEOUS. | 103
|----------- | -------------- | ---

|SECTION 19. | ENTIRE AGREEMENT, ETC. | 103
|----------- | ---------------------- | ---

|SECTION 20. | CONSENTS, AMENDMENTS, WAIVERS, ETC. | 103
|----------- | ----------------------------------- | ---

|SECTION 21. | WAIVER OF JURY TRIAL. | 104
|----------- | --------------------- | ---

|SECTION 22. | SUBMISSION TO JURISDICTION; WAIVERS. | 104
|----------- | ------------------------------------ | ---

|SECTION 23. | ACKNOWLEDGEMENTS. | 106
|----------- | ----------------- | ---

|SECTION 24. | CONFIDENTIALITY. | 106
|----------- | ---------------- | ---

|SECTION 25. | CERTAIN SPECIAL PROVISIONS. | 106
|----------- | --------------------------- | ---

|SECTION 26. | DOLLAR DENOMINATED TRANSACTION. | 107
|----------- | ------------------------------- | ---

|SECTION 27. | Limitation on Damages. | 108
|----------- | ---------------------- | ---

|SECTION 28. | MARCH 15, 2005 CREDIT AGREEMENT. | 108
|----------- | -------------------------------- | ---

EXHIBITS AND SCHEDULES

|Exhibit A | Form of Class A Note
|--------- | --------------------

|Exhibit B | Form of Class B Note
|--------- | --------------------

|Exhibit C | Form of Borrowing Notice
|--------- | ------------------------

|Exhibit D | Form of CAI Notice of Assignment
|--------- | --------------------------------

|Exhibit E-1 | Form of Opinion of Borrower Counsel
|----------- | -----------------------------------

|Exhibit E-2 | Form of Opinion of Seller/Servicer/Interpool Containers Counsel
|----------- | ---------------------------------------------------------------

|Exhibit F | Form of Opinion of Parent Guarantor Counsel
|--------- | -------------------------------------------

|Exhibit G | Form of Servicing Agreement
|--------- | ---------------------------

|Exhibit H | Form of Compliance Certificate
|--------- | ------------------------------

|Exhibit I | Form of Assignment and Acceptance
|--------- | ---------------------------------

|Exhibit J | Form of Security Agreement
|--------- | --------------------------

|Exhibit K-1 | Form of Parent Guaranty
|----------- | -----------------------

|Exhibit K-2 | Form of Performance Guaranty
|----------- | ----------------------------

|Exhibit L | Form of Contribution and Sale Agreement
|--------- | ---------------------------------------

|Exhibit M | Form of Lockbox Agreement
|--------- | -------------------------

|Exhibit N | Form of Intercreditor and Lockbox Administration Agreement
|--------- | ----------------------------------------------------------

|Schedule 3.16 | Subsidiaries of Parent Company
|------------- | ------------------------------

|Schedule 4 | Funding Commitments of Lender and Payment Instructions
|---------- | ------------------------------------------------------

|Schedule 4.16 | Leases with No Original
|------------- | -----------------------

|Schedule 5 | Post Revolving Period Advance Rate
|---------- | ----------------------------------

|Schedule 6 | Post Closing Leases
|---------- | -------------------

CREDIT AGREEMENT

This CREDIT AGREEMENT (as amended, modified or supplemented in accordance with
the terms hereof, the Agreement), dated as of December 21, 2005, is
among INTERPOOL CONTAINER FUNDING II, SRL, a society with restricted liability
organized under the Societies with Restricted Liabilities Act, 1995-7 (together
with its successors and permitted assigns, the Borrower), INTERPOOL,
INC., a corporation organized under the laws of the State of Delaware (together
with its successors and permitted assigns, the Parent Guarantor), the
banks and other financial institutions whose signatures appear at the end of
this Agreement or that join this Agreement as Lender parties from time to time
(each individually, a Lenderand collectively, the Lenders) and
FORTIS CAPITAL CORP., a company organized under the laws of the State of
Connecticut, as administrative agent for the Lenders and as
representative (as referred to in the UCC) (in such capacity, the
Agent).

WHEREAS, the Borrower has requested, and the Lenders have agreed to provide on
the terms and conditions set forth herein, a credit facility which provides for
revolving credit loans and term loans to the Borrower for the purposes set forth
in Section 3.14;

NOW THEREFORE, IT IS HEREBY DECLARED AND AGREED AS FOLLOWS:

|SECTION 1. | DEFINITIONS; RULES OF INTERPRETATION.
|---------- | -------------------------------------

Section 1.1     Definitions. The
following terms shall have the meanings respectively assigned to them below in
this Section 1 or in the provisions of this Agreement referred to
below:

Additional Container. This term shall have the meaning set forth in the
Contribution and Sale Agreement.

Adjusted EBIT Ratio. With respect to the Borrower as of the last day of
each fiscal quarter, the ratio of (i) EBIT of the Borrower for the four fiscal
quarters then ended, to (ii) the excess of (x) the Interest Expense of the
Borrower for the four fiscal quarters then ended, over (y) for the period from
the Closing Date to and including September 30, 2006, that portion of the
Interest Expense of the Borrower for the four fiscal quarters then ended that
was accrued with respect to the Class B Notes (if any) and thereafter, zero. For
each of the first four fiscal quarters that end subsequent to the Closing Date,
the Adjusted EBIT Ratio of the Borrower will be calculated as follows:

| | (1) | for the fiscal quarter ended December 31, 2005, the EBIT and Interest Expense of
Interpool Container Funding, SRL for the four most recently completed fiscal
quarters ending on December 31, 2005 will be utilized;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | for the fiscal quarter ending March 31, 2006, the EBIT and Interest Expense of
the Borrower for the fiscal quarter then ended will be utilized in addition to
the EBIT and Interest Expense of Interpool Container Funding, SRL for the three
most recently completed fiscal quarters ending on December 31, 2005;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | for the fiscal quarter ended June 30, 2006, the EBIT and Interest Expense of the
Borrower for each of the two most recently completed fiscal quarters will be
utilized in addition to the EBIT and Interest Expense of Interpool Container
Funding, SRL for each of the two fiscal quarters ending on December 31, 2005;
and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | for the fiscal quarter ended September 30, 2006, the EBIT and Interest Expense
of the Borrower for each of the three most recently completed fiscal quarters
will be utilized in addition to the EBIT and Interest Expense of Interpool
Container Funding SRL for the fiscal quarter ended on December 31, 2005.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Affiliate. With respect to any specified Person, any other Person (i)
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, (ii) 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 (iii) 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. Fortis Capital Corp., a company organized under the laws of the
State of Connecticut, acting in the capacity of administrative agent and as
representative (as referred to in the UCC) for itself and the other
Lenders under this Agreement, and any other banking institution succeeding to
and for the time being acting in such capacity.

Agent Fee. The amount set forth in the Agent Fee Letter.

Agent Fee Letter. The Agent Fee Letter, dated as of December 21, 2005,
among the Borrower, the Parent Guarantor and the Agent.

Aggregate Class A Note Principal Balance. As of any date of
determination, an amount equal to the sum of the then unpaid principal balance
of all Class A Notes.

Aggregate Class B Note Principal Balance. As of any date of
determination, an amount equal to the sum of the then unpaid principal balance
of all Class B Notes.

Aggregate Commitments. As of any date of determination, an amount equal
to the sum of the Commitment Amounts in effect from time to time with respect to
all of the Class A Lenders.

Aggregate Finance Lease Value. As of any date of determination, an amount
equal to the sum of the Finance Lease Values of all Eligible Leases then subject
to the Lien created by the Security Agreement and that is perfected and of first
priority, subject only to Permitted Liens.

Aggregate Maximum Guaranteed Payment. This term shall have the meaning
set forth in the Parent Guaranty.

Aggregate Net Book Value. As of any date of determination, an amount
equal to the sum of the then Net Book Values of all Eligible Containers not then
subject to a Finance Lease.

Aggregate Note Principal Balance. As of any date of determination, an
amount equal to the sum of the then unpaid principal balances of all Class A
Notes and all Class B Notes.

Agreement. This Credit Agreement, together with all Exhibits and
Schedules hereto, as originally executed, or if amended, restated, modified or
supplemented from time to time, as so amended, restated, modified or
supplemented.

Applicable Law. With reference to any Person, all laws, statutes,
regulations, ordinances, treaties, judgments, decrees, injunctions, writs and
orders of any court, governmental agency or authority and rules, regulations,
orders, directives, licenses and permits of any Governmental Authority
applicable to such Person or its property or in respect of its operations.

Asset Base Certificate. This term shall have the meaning set forth in the
Servicing Agreement.

Authorized Officer. Any person holding the title of Chairman, Chief
Executive Officer, President, Chief Financial Officer, Controller or Treasurer
(or other authorized officer performing the functions thereof).

Availability. With respect to any Class A Lender as of any date of
determination, an amount equal to the lesser of (i) its then Unused Commitment
and (ii) the product of (x) the Commitment Percentage of such Class A Lender and
(y) the Class A Asset Base (calculated after giving effect to the addition of
the Eligible Containers and/or Eligible Leases to be acquired with the proceeds
of such Credit Loan).

Borrower. Interpool Container Funding II, SRL, a society with restricted
liability organized under the laws of Barbados, and its successors and permitted
assigns.

Borrower Expenses. With respect to any Collection Period, an amount equal
to the overhead and other selling, general and administrative expenses of the
Borrower (other than the amounts that are expressly excluded below) payable
during such Collection Period (including costs and expenses permitted to be paid
by the Servicer, on behalf of the Borrower, in connection with the conduct of
the Borrowers business), in each case determined on a cash basis,
including, but not limited to, all of the following, in each case to the extent
incurred by, or on behalf of, the Borrower:

| | (A)     administration expenses of the Borrower
including, without limitation, any fees and expenses payable by the Borrower
with respect to the SRL Assets (as such term is defined in the Lockbox
Agreement) in accordance with Section 5.1 of the Lockbox Agreement;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B)     accounting and audit expenses of the Borrower,
and tax preparation, filing and audit expenses of the Borrower;
| | ----------------------------------------------------------------------------------------------------------------------

| | (C)     premiums for liability, casualty, insurance for
the Borrower and fidelity and directors and officers insurance for the officers
and directors of the Borrower;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (D)     the fees and expenses of the directors of the
Borrower, including fees and expenses of the Independent Person serving as a
quotaholder of the Borrower;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (E)     legal fees and expenses of the Borrower;
| | ------------------------------------------------

| | (F)     other professional fees incurred by the
Borrower;
| | ---------------------------------------------------------

| | (G)     taxes, if any, payable by the Borrower
(including personal or other property taxes and all sales, value added, use and
similar taxes but excluding any such amounts that are included as a Direct
Operating Expense); and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (H)     taxes imposed on the Borrower in respect of any
and all issuances of equity interests, stock exchange listing fees, registrar
and transfer expenses and trustees fees with respect to any outstanding
securities of the Borrower.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding the foregoing, Borrower Expenses shall not
include (i) Direct Operating Expenses, (ii) any Servicing Fee, (iii) any Agent
Fee, (iv) depreciation or amortization on the Containers and (v) payments of
principal, interest and premium, if any, on or with respect to the Notes.

Borrowing Notice. A request for funding of a Credit Loan substantially in
the form of Exhibit C hereto and accompanied by all of the following:
(i) the most recently delivered Servicer Report, (ii) an Asset Base
Certificate, (iii) a Compliance Certificate and (iv) a report demonstrating
compliance with the Hedging Requirements.

Business Day. Any day other than (i) a Saturday, Sunday, legal holiday or
other day on which banks in Rotterdam, The Netherlands or New York, New York are
required or permitted by law to close, or (ii) for purposes of determining the
Eurodollar Rate applicable to an Interest Period or any notice in respect of the
foregoing, a day in which dealings in Dollars are not transacted in London,
England.

CAI. Container Applications International, Inc., a Nevada corporation.

CAI Agreement. To the extent that it relates to the Containers, the
Operating and Administration Agreement, dated as of April 29, 1998, between CAI,
and Interpool Limited, as such agreement may be amended, modified or
supplemented from time to time in accordance with its terms and the terms of the
Loan Documents.

CAI Agreement Restructuring. CAI implements a lockbox arrangement or
other arrangement acceptable to the Agent (acting at the direction of the
Majority Lenders) that limits CAIs access to lease proceeds relating to
the Borrowers containers (other than for the payment of Direct Operating
Expenses associated with the Borrowers Containers) pending distribution of
such funds to the Borrower.

CAI Servicer Default. A Servicer Default of the type described in Section
7.01(xvi) of the Servicing Agreement.

Capitalized Leases. Any lease agreement pursuant to which the Parent
Guarantor or any of its Subsidiaries is the lessee and the lessees
obligations under which are required to be reflected as liabilities on a balance
sheet prepared in accordance with GAAP.

Capitalized Lease Obligations. All obligations of the Parent Guarantor
and its Subsidiaries under Capitalized Leases, as reflected on a balance sheet
prepared in accordance with GAAP.

Cash Collateral Account. As defined in Section 9(h).

Cash Equivalents. Any of the following: (a) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within twelve months from the date of
acquisition; (b) certificates of deposit and eurodollar time deposits with
maturities of twelve months or less from the date of acquisition and overnight
bank deposits of any Lender or of any commercial bank having capital and surplus
in excess of $300,000,000 or, so long as such investments do not exceed Two
Million Dollars ($2,000,000), Yardville National Bank; (c) commercial paper of a
domestic issuer rated at least A-1 by S&P or P-1 by Moodys, or
carrying an equivalent rating by a nationally recognized rating agency, if both
of the two named rating agencies cease publishing ratings of commercial paper
issuers generally, and maturing within twelve months from the date of
acquisition; (d) repurchase obligations of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more than
seven (7) days, with respect to securities issued or fully guaranteed or insured
by the United States government; (e) securities with maturities of twelve months
or less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least A by S&P or A by Moodys; (f) securities with maturities
of twelve months or less from the date of acquisition backed by standby letters
of credit issued by any commercial bank satisfying the requirements of clause
(b) of this definition; or (g) shares of money market mutual or similar funds
which invest exclusively in assets satisfying the requirements of clauses (a)
through (f) of this definition).

Casualty Item. Any Eligible Container that has become the subject of an
Event of Loss.

Change of Control. The occurrence of existence of either of following
events or conditions:

| | (A) | with respect to Interpool Containers and without the prior written consent of
the Majority Lenders, if, (i) with the exception of Interpool Limited and
Interpool Inc., any Person, or two or more Persons acting in concert, shall have
acquired beneficial ownership, directly or indirectly, of more than 50% of the
combined economic and/or voting interests in Interpool Containers, or (ii) any
Person referred to in the foregoing clause (i), or two or more such Persons
acting in concert, shall have acquired by contract or otherwise, or shall have
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 Containers, or otherwise over the
management or policies of Interpool Containers; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | with respect to Interpool Limited and without the prior written consent of the
Majority Lenders, if, (i) with the exception of Interpool Inc., any Person, or
two or more Persons acting in concert, shall have acquired beneficial ownership,
directly or indirectly, of more than 50% of the combined economic and/or voting
interests in Interpool Limited, or (ii) any Person referred to in the foregoing
clause (i), or two or more such Persons acting in concert, shall have acquired
by contract or otherwise, or shall have 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 Limited,
or otherwise over the management or policies of Interpool Limited.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Class A Applicable Margin. With respect to each Class A Note for each
Interest Period, one of the following amounts:

| | (A) | one and one half percent (1.5%) per annum for each Interest Period in which the
long-term unsecured indebtedness of the Parent Guarantor is rated at least
BBB- by S&P and Baa3 by Moodys on the first
day of such Interest Period (regardless of the then level of the Parent
Guarantors ratio of Funded Debt to Tangible Net Worth);
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | one and three quarters percent (1.75%) per annum for each Interest Period in
which either one of the following conditions existed as of the first day of such
Interest Period: (i) the long-term unsecured indebtedness of the Parent
Guarantor is rated at least BB+ but less than BBB- by
S&P and at least Ba1", but less than Baa3 by
Moodys, or (ii) unless the requirement in clause (A) has been satisfied,
the Parent Guarantors ratio of (x) Funded Debt to (y) Tangible Net Worth
is equal to or less than 3.0 to 1.0; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (C) | two percent (2%) per annum at all times not covered by (A) or (B).
| | --- | ------------------------------------------------------------------

Notwithstanding the foregoing, the following modifications to
the amount set forth in clauses (A), (B) and (C) shall apply:

| | (1)     all of the amounts set forth in clauses (A),
(B) and (C) shall increase by three quarters of one percent (.75) so long as an
Early Amortization Event is continuing except that no such increase will occur
if the only Early Amortization Event then in effect are the types set forth in
clauses (a), (h) or (i) of the definition of such term; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)     for purposes of measuring the ratio of Funded
Debt to Tangible Net Worth described in clause (B) above, the effects of any
single sale, or series of related sales of assets, in excess of Fifty Million
Dollars ($50,000,000) shall be excluded from such calculation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Class A Asset Base. As of the date of determination, an amount equal to
the sum of (1) the product of (i) seventy-five percent (75%) and (ii) the sum of
(A) the then Aggregate Net Book Value and (B) the then Aggregate Finance Lease
Value, plus (2) 100% of all cash and Eligible Investments then on deposit in the
Restricted Cash Account.

Class A Asset Base Deficiency. As of any Payment Date, the excess (if
any) of (i) Aggregate Class A Note Principal Balance (calculated after giving
effect to all Credit Loans and principal payments actually paid on such Payment
Date), over (ii) the Class A Asset Base. A Class A Asset Base Deficiency will be
deemed to exist as of any Payment Date on which the foregoing amount exceeds
zero.

Class A Default Level Advance Rate. One of the following amounts: (i)
during the Revolving Credit Period, eighty-five percent (85%), and (ii) for each
Payment Date occurring on or after the Conversion Date, an amount equal to the
Post Revolving Period Class A Targeted Advance Rate for such Payment Date.

Class A Default Level Asset Base Deficiency. As of any date of
determination the excess (if any) of (i) the Aggregate Class A Note Principal
Balance, over (ii) an amount equal to the sum of (1) the product of (i) Class A
Default Level Advance Rate and (ii) the sum of (A) the then Aggregate Net Book
Value and (B) the then Aggregate Finance Lease Value, plus (2) 100% of all cash
and Eligible Investments then on deposit in the Restricted Cash Account. A Class
A Default Level Asset Base Deficiency will be deemed to exist as of any Payment
Date on which the foregoing amount exceeds zero.

Class A Lender. Any Lender designated as such on Schedule 4 hereto.

Class A Note. A note, substantially in the form of Exhibit A hereto,
executed by the Borrower to evidence a Credit Loan made by a Class A Lender
hereunder.

Class A Note Interest Payment. For each Payment Date and each Class A
Note, an amount equal to the product of (i) the unpaid principal balance of such
Class A Note on the first day of the Interest Period ending on the day prior to
such Payment Date, (ii) an interest rate per annum equal to the sum of (x) the
Eurodollar Rate for such Interest Period and (y) the Class A Applicable Margin
for such Interest Period, and (iii) a fraction, the numerator of which is equal
to the actual number of days in such Interest Period and the denominator of
which is equal to 360.

Class A Scheduled Principal Payment. For any Payment Date occurring on or
after the Conversion Date, an amount equal to the product of (i) the Aggregate
Class A Note Principal Balance on the Conversion Date and (ii) .0151515, as such
product shall be adjusted pursuant to the provisions of Section 2.7(a) hereof.

Class B Applicable Margin. With respect to each Class B Note for each
Interest Period, one of the following amounts:

(A)     three and one half percent (3.5%) per annum for
each Interest Period commencing on the Closing Date and ending on the Payment
Date occurring in December 2006; or

(B)     five percent (5%) per annum for each Interest
Period not otherwise addressed in clause (A) above.

Class B Asset Base. As of the date of determination, an amount equal to
the lesser of:

| | (5) | One Hundred Million Dollars ($100,000,000); and
| | --- | -----------------------------------------------

| | (6) | an amount equal to the excess of (1) the sum of (x) the product of (i) ninety
percent (90%) and (ii) the sum of (A) the then Aggregate Net Book Value and (B)
the then Aggregate Finance Lease Value, plus (y) 100% of all cash and Eligible
Investments then on deposit in the Restricted Cash Account, over (2) the then
Aggregate Class A Note Principal Balance.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Class B Asset Base Deficiency. As of any Payment Date, the excess (if
any) of (i) Aggregate Class B Note Principal Balance (calculated after giving
effect to all Credit Loans and principal payments actually paid on such Payment
Date), over (ii) the Class B Asset Base. A Class B Asset Base Deficiency will be
deemed to exist as of any Payment Date on which the foregoing amount exceeds
zero.

Class B Note. A note, substantially in the form of Exhibit B hereto,
executed by the Borrower to evidence a Credit Loan made by a Class B Lender
hereunder.

Class B Conversion Date. The earliest to occur of (i) June 20, 2006 (as
such date may be extended from time to time in accordance with the terms
hereof), (ii) the date on which either an Early Amortization Event or an Event
of Default initially occurs and (iii) the date on which a Refinancing Event
occurs.

Class B Lender. Any Lender designated as such on Schedule 4 hereto.

Class B Note Interest Payment. For each Payment Date and each Class B
Note, an amount equal to the product of (i) the unpaid principal balance of such
Class B Note on the first day of the Interest Period ending on the day prior to
such Payment Date, (ii) an interest rate per annum equal to the sum of (x) the
Eurodollar Rate for such Interest Period and (y) the Class B Applicable Margin
for such Interest Period, and (iii) a fraction, the numerator of which is equal
to the actual number of days in such Interest Period and the denominator of
which is equal to 360.

Class B Scheduled Principal Payment. For each Payment Date one of the
following:

| | (1) | for Payment Dates occurring prior to the Class B Conversion Date, the Class B
Asset Base Deficiency, if any; and
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (2) | for each Payment Date occurring on or after the Class B Conversion Date, an
amount equal to the product of (i) either (A) one hundred percent (100%) if the
Aggregate Class A Note Principal Balance has been reduced to zero on such
Payment Date or any prior Payment Date, or (B) sixty-five percent (65%) on any
Payment Date not covered by clause (A), and (ii) that portion of the
Distributable Cash Flow remaining after the payment on such Payment Date of the
amounts set forth in clauses (i) through (x) inclusive in part I of Section
2.18(b) hereof.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Closing Date. December 21, 2005.

Code. The United States Internal Revenue Code of 1986 and the rules and
regulations promulgated hereunder, in each case, as amended from time to time.

Collateral. This term shall have the meaning set forth in the Security
Agreement.

Collection Period. With respect to any Payment Date or Transfer Date, as
applicable, the period from the first day of the calendar month immediately
preceding the month in which such Payment Date or Transfer Date, as applicable,
occurs through the last day of such immediately preceding calendar month.

Commitment(s). Subject to the terms and conditions of this Agreement, the
agreement of a Lender to make Credit Loans to the Borrower pursuant to Section
2.1.

Commitment Amount(s). The maximum amount of each Lenders Commitment
set forth opposite such Lenders name from time to time in Schedule
4, as the same may be amended and/or modified from time to time in
accordance with the terms of this Agreement.

Commitment Fee. This term shall have the meaning set forth in Section
2.6(b).

Commitment Percentage(s). The percentage set forth opposite each Lender's name
from time to time in Schedule 4.

Competitor. Any Person engaged, or having an Affiliate engaged, as an
active trade or business, in the container leasing industry; provided,
however, that in no event shall any insurance company, bank, bank holding
company, finance company (including BTM Capital Corporation), savings
institution or trust company, fraternal benefit society, pension, retirement or
profit sharing trust or fund, or any collateralized bond obligation fund or
similar fund (or any trustee of any such fund) or any holder of any obligations
of any such fund (solely as a result of being such a holder) be deemed to be a
Competitor.

Compliance Certificate. As defined in Section 6.4(d).

Concentration Limits. As of any date of determination, all of the
following:

| | (1) | The sum of the Net Book Values of all Specialized Containers shall not exceed
twenty percent (20%) of the Aggregate Net Book Value;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

| | (2) | The sum of the Net Book Values of all 20', 40 and 40 foot high cube reefer
containers shall not exceed twenty percent (20%) of the Aggregate Net Book
Value;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The sum of the Net Book Values of all Containers then subject to a Lease under
which rentals are payable less frequently than monthly shall not exceed ten
percent (10%) of the Aggregate Net Book Value;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | The sum of the Net Book Values of all Containers then subject to a Lease for
which rentals are payable in a currency other than U.S. Dollars and for which a
currency hedging agreement is not in effect shall not exceed five percent (5%)
of the Aggregate Net Book Value;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | The sum of the Net Book Values of all Containers then subject to a Lease under
which the Lessee is not an intermodal transportation company shall not exceed
five percent (5%) of the Aggregate Net Book Value;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | The sum of the Net Book Values of all Containers then subject to a Lease with
any single Lessee (including Affiliates of such Lessee of which the Borrower or
the Servicer has actual knowledge) plus the sum of the Finance Lease Values with
such Lessee (including Affiliates of such Lessee of which the Borrower or the
Servicer has actual knowledge) shall not represent more than eighteen percent
(18%) of an amount equal to the sum of the Aggregate Net Book Value and
Aggregate Finance Lease Value; provided, however, if a merger of two or more
Lessees results in a breach of this clause, then this Concentration Limit shall
be complied with so long as no additional Containers are leased to such Lessees
after the date of the merger until such time as such Lessees are then again in
compliance with this clause; provided, further, that, solely with respect to
Compañia Sud Americana de Vapores S.A., such percentage shall be
twenty-two (22%) for the period commencing on the Closing Date to and including
the Payment Date occurring in June 2006 and eighteen percent (18%) for all dates
thereafter;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | The sum of the Net Book Values of all Containers then on lease to any fifteen
(15) Lessees shall not exceed sixty seven percent (67%) for the period from the
Closing Date to and including the Payment Date occurring in June 2006 and
sixty-five percent (65%) thereafter, of an amount equal to the sum of the then
Aggregate Net Book Value and the then Aggregate Finance Lease Value; provided,
however, if a merger of two or more Lessees results in a breach of this clause,
then this Concentration Limit shall be complied with so long as no additional
Containers are leased to such Lessees after the date of the merger until such
time as such Lessees are then again in compliance with this clause;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | The sum of the Net Book Values of all Containers for which CAI is the
sub-servicer, or another acceptable third-party servicer, shall not exceed
thirty-five percent (35%) of an amount equal to the sum of the then Aggregate
Net Book Value and the then Aggregate Finance Lease Value;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | The Aggregate Finance Lease Value shall not exceed fifty percent (50%) of the
Class A Asset Base;
| | --- | -------------------------------------------------------------------------------------------------

| | (10) | The sum of Contract Payments discounted pursuant to the definition of Finance
Lease Value of all Containers with respect to which (a) the Lessee has provided
the Servicer with notice of an Event of Loss with respect to such Container, (b)
the related Lease allows the Lessee to make Contract Payments on its regularly
scheduled basis despite the occurrence of an Event of Loss, and (c) the Lessee
exercises such right to continue to make Contract Payments despite such Event of
Loss shall not exceed two percent (2%) of the Class A Asset Base.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Concentration Limits set forth in any sublimit set forth in
clauses (1) through (10) above shall be determined without duplication of excess
amounts in another sub-limit. Any Containers which fall outside any of clauses
(1) through (8) of the above Concentration Limits shall not be classified as
Eligible Containers, and any Finance Leases which fall outside any of clause (9)
through (10) of the above Concentration Limits shall not be classified as
Eligible Leases.

Conduit Lender. This term shall have the meaning set forth in Section 25
hereof.

Consolidated. As applied to any term used in this Agreement, the relevant
figures for the Parent Guarantor and its Subsidiaries on a consolidated basis
determined in accordance with generally accepted accounting principles.

Contract Payment. With respect to any Finance Lease and any Collection
Period, the minimum monthly or other periodic contractual payment to be made by
the related Lessee for the use of the related Containers in accordance with the
terms of such Finance Lease.

Container. All of the containers (including Additional Containers and
Substitute Containers) owned or acquired by the Borrower from time to time in
accordance with the terms of the Loan Documents.

Container Transfer Certificate. This term shall have the meaning set
forth in the Contribution and Sale Agreement.

Contribution and Sale Agreement. The Contribution and Sale Agreement,
dated as of December 21, 2005 and substantially in the form of Exhibit L
hereto, pursuant to which the Seller conveyed to the Borrower the Containers,
the Leases and the other assets identified therein.

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

Conversion Date. The earliest to occur of (i) October 31, 2007 (as such
date may be extended from time to time in accordance with the terms hereof),
(ii) the date on which either an Early Amortization Event or an Event of Default
initially occurs and (iii) the date on which a Refinancing Event occurs.

Corporation. 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.

Counterparty Collateral Account. This term shall have the meaning set
forth in Section 6.19(f) as and when such account has been established.

Credit Loan(s). Each advance of funds made by a Lender to the Borrower in
accordance with the terms of this Agreement.

Credit Support Agreement. This term is defined in Section 25 hereof.

Credit Support Party. This term is defined in Section 25 hereof.

Current Maturities. As of any date of determination, the sum of all
current maturities of long-term Indebtedness and, without duplication of the
foregoing, Capitalized Lease Obligations, appearing on the consolidated balance
sheet of the Parent Guarantor and its Subsidiaries in accordance with GAAP.

Cut-Off Date. With respect to any Transfer Date, the last day of the
immediately preceding Collection Period (for example, if the Transfer Date is to
be the last Business Day of October, then the Cut-Off Date shall be the last day
of September).

Default(s). As defined in Section 8.

Default Rate. An interest rate per annum equal to the sum of (i) two
percent (2%) per annum, plus (ii) the rate of interest then in effect on such
Class A Note or Class B Note, as the case may be (inclusive of the Class A
Applicable Margin or the Class B Applicable Margin, as the case may be).

Defaulted Lease. Any lease in which the Agent, for the benefit of the
Lenders, has a security interest and for which (A) a rental or other payment (or
a portion thereof) owing thereunder is more than 120 days delinquent (measured
from its contractual due date), or (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 the
Servicer has in accordance with its normal procedures declared such lease to be
in default, or (C) the Servicer has otherwise determined that the remaining
amounts owing by the Lessee under such lease are expected to be uncollectible.

Derivatives Obligations. All obligations of any Person in respect of any
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.

Designated Early Amortization Amount. For any Payment Date on which a
Designated Early Amortization Event is continuing, an amount equal to the
product of (i) a fraction the numerator of which is the sum of the then Net Book
Values of all Eligible Containers for which CAI is the subservicer and the
denominator of which is the then Aggregate Net Book Value, and (ii) the
Distributable Cash Flow remaining after the payments made in clauses (i) through
(vii) of Part (II) of Section 2.18(b) have been paid.

Designated Early Amortization Events. Those events or conditions set
forth in clauses (h) or (i) of the definition of the term Early
Amortization Event.

Determination Date. The third (3rd) Business Day prior to each
Payment Date.

Direct Operating Expenses. All direct expenses and costs, calculated on
an accrual basis in accordance with GAAP, incurred in connection with the
ownership, use and/or operation of the Containers, including but not limited to:
(i) agency costs and expenses; (ii) depot fees, handling, and storage costs and
expenses; (iii) survey, maintenance and repair expenses (including the actual or
estimated cost of repairs to be made pursuant to a damage protection plan); (iv)
repositioning expense; (v) the cost of inspecting, marking and remarking such
Containers; (vi) third-party fees for bankruptcy recovery; (vii) legal fees
incurred in connection with enforcing rights under the leases of such Containers
or repossessing such Containers; (viii) insurance expense; (ix) taxes, levies,
duties, charges, assessments, fees, penalties, deductions or withholdings
assessed, charged or imposed upon or against such Containers, including but
limited to ad valorem, gross receipts and/or other property taxes imposed
against such Containers or against the revenues generated by such Containers;
(x) expenses, liabilities, claims and costs (including without limitation
reasonable attorneys fees) incurred by the Servicer or made against the
Servicer by any third party arising directly or indirectly (whether wholly or in
part) out of the state, condition, operation, use, storage, possession, repair,
maintenance or transportation of such Containers; (xi) expenses and costs
(including legal fees) of pursuing claims against manufacturers or sellers of
such Containers; and (xii) non-recoverable sales and value-added taxes on such
expenses and costs; provided, however, that in no event shall any Borrower
Expense be considered a Direct Operating Expense.

Discount Rate. With respect to any Finance Lease an interest rate per
annum equal to:

| | (1) | for the nine month period following the Closing Date, nine percent (9%) per
annum; and
| | --- | --------------------------------------------------------------------------------------

| | (2) | for any date not covered by clause (1), the greater of (a) nine percent (9%) and
(b) the sum of (I) the fixed rate payable under the Interest Rate Hedge
Agreement related to such Finance Lease and (II) the weighted average (based on
the unpaid principal balances) of the Class A Applicable Margin and the Class B
Applicable Margin.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Disposition Fee. For any Payment Date, a fee payable to the Servicer,
solely with respect to Containers sold by the Servicer to a third party for a
net cash Sales Proceeds that exceeds an amount equal to seventy-five percent
(75%) of the then Net Book Values of the related Containers, in an amount equal
to five percent (5%) of Sales Proceeds (exclusive of repair allowances) actually
received by, or on behalf of, the Borrower during the related Collection Period.
The Servicer will not receive a Disposition Fee with respect to a Container for
which an Event of Loss has occurred.

Distributable Cash Flow. This term shall have the meaning set forth in
Section 2.18(b) hereof.

Distributions. 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.

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

Early Amortization Event. The occurrence or existence of any of the
following events or conditions:

| | (a) | The Weighted Average Age of all Eligible Containers and Containers subject to
Finance Leases is eight (8) years or more;
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (b) | The EBIT Ratio of the Borrower, determined as of the end of the most recent
fiscal quarter, is less than 1.1 to 1;
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (c) | A Servicer Default (other than a CAI Servicer Default) occurs;
| | --- | --------------------------------------------------------------

| | (d) | A Class A Asset Base Deficiency exists and continues unremedied for ten (10)
Business Days;
| | --- | -------------------------------------------------------------------------------------------

| | (e) | The Borrower fails to pay on any Payment Date the full amount of the Class A
Scheduled Principal Payment due on such Payment Date and, if such failure
results solely from an administrative failure (by a Person other than the
Borrower or any of its Affiliates) in wiring such payment, such failure
continues unremedied for two (2) Business Days;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | The occurrence of an Event of Default;
| | --- | --------------------------------------

| | (g) | Failure of the Servicer to achieve (such determination to be made in the
reasonable judgment of the Agent) the milestones described below by March 31,
2006:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1) | The contract administration system will be installed and fully operational. The
system will contain contract profile data including account number, customer
address, contract rates, fees, equipment type, lease start and end dates.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The account receivable system will be installed and fully operational. The
accounts receivable system will take data from the billing system and produce
various aging reports. It will allow for the posting of cash and produce various
cash receipts reports.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | For so long as CAI is the subservicer of any of the Containers, the failure to
complete either of the following by March 31, 2006: (i) a CAI Agreement
Restructuring, or (ii) if clause (i) is not achieved, terminating CAI as a
subservicer of the Containers;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | For so long as CAI is the subservicer of any of the Containers, the occurrence
of a CAI Servicer Default unless the Agent (acting at the direction of the
Majority Lenders) shall have elected not to terminate CAI as a subservicer as
the result of such occurrence;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j) | Two or more of Martin Tuchman, James Walsh, Art Burns and Richard W. Gross
(together with any replacement or substitute key officer approved in writing by
the Agent, each, a Key Officer) resign, are removed or no longer
serve in their respective offices as Key Officers of the Parent Guarantor, and a
replacement reasonably satisfactory to the Agent has not assumed their
responsibilities within one hundred twenty days (120); and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k) | A Class B Asset Base Deficiency exists and continues unremedied for ten (10)
Business Days.
| | --- | -------------------------------------------------------------------------------------------

An Early Amortization Event of the type described in clauses (h)
and (i) above shall be cured upon (x) termination of CAI as a subservicer with
respect to all of the Containers, and (y) the effective transfer of the
servicing of such Containers to a replacement servicer reasonably acceptable to
the Agent and the Majority Lenders. All other Early Amortization Events shall
continue in effect until waived in accordance with Section 20.

Earnings Available for Fixed Charges. 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 warrants issued by the Parent Guarantor in 2004) before income taxes plus
interest expenses for such period relating to (A) the Parent Guarantor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 the Parent Guarantor and its Consolidated Subsidiaries, (B) the
9.25% Convertible Redeemable Junior Subordinated Debentures due 2022 on the
consolidated balance sheet of the Parent Guarantor and its Consolidated
Subsidiaries and (C) any future subordinated debt of Parent Guarantor and its
Consolidated Subsidiaries.

EBIT. For any fiscal period, Net Income of the Borrower before Interest
Expense and taxes, including gains and losses from the sale of assets and
foreign exchange transactions, determined in accordance with GAAP; provided,
however, that (i) all non-cash gains or losses realized by the Borrower with
respect to Interest Rate Hedge Agreements, and (ii) any incremental depreciation
expense related to any gain realized on the sale of the assets to the Borrower
from any Affiliate of the Parent Guarantor, will, in each case, be excluded from
the calculation of EBIT.

EBIT Ratio. With respect to the Borrower as of the last day of each
fiscal quarter, the ratio of (i) EBIT of the Borrower for the four fiscal
quarters then ended, to (ii)  Interest Expense of the Borrower for the four
fiscal quarters then ended. For each of the first four fiscal quarters following
the Closing Date, the EBIT Ratio of the Borrower will be calculated as follows:

| | (1) | for the fiscal quarter ended December 31, 2005, the EBIT and Interest Expense of
Interpool Container Funding, SRL for the four most recently completed fiscal
quarters ending on December 31, 2005 will be utilized;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | for the fiscal quarter ending March 31, 2006, the EBIT and Interest Expense of
the Borrower for the fiscal quarter then ended will be utilized in addition to
the EBIT and Interest Expense of Interpool Container Funding, SRL for the three
most recently completed fiscal quarters ending on December 31, 2005;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | for the fiscal quarter ended June 30, 1006, the EBIT and Interest Expense of the
Borrower for each of the two most recently completed fiscal quarters will be
utilized in addition to the EBIT and Interest Expense of Interpool Container
Funding, SRL for each of the two most recently completed quarters ending on
December 31, 2005; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | for the fiscal quarter ended September 30, 2006, the EBIT and Interest Expense
of the Borrower for each of the three most recently completed fiscal quarters
will be utilized in addition to the EBIT and Interest Expense of Interpool
Container Funding, SRL for the fiscal quarter ended on December 31, 2005.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Eligible Container. As of any date of determination any Container which,
when considered with all other Eligible Containers owned by the Borrower, shall
comply with all of the following requirements; provided,however, that
the provisions of clause (10) shall, except to the extent set forth in such
clause, be applied to a Container only on the Transfer Date on which the
Borrower acquired such Container:

| | (1) | The Container substantially conforms to the standard specifications used by the
Servicer for containers purchased for its own account, for that category of
container and applicable industry standards including, without limitation, The
Customs Convention on Containers, The International Convention for Safe
Containers and the International Organization for Standardization;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The Container shall comply with all of the Concentration Limits other than
clauses (9) and (10) of the definition thereof;
| | --- | --------------------------------------------------------------------------------------------------------------------------

| | (3) | To Servicers or Borrowers knowledge, such Container 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);
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | The Seller shall have had good and marketable title to such Container as of the
related Transfer Date and, at all times thereafter, the Borrower holds legal,
beneficial and marketable title thereto;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Such Container is not subject to any Liens except Permitted Liens;
| | --- | ------------------------------------------------------------------

| | (6) | The conveyance of such Container and the Related Assets from the Seller to the
Borrower does not violate any agreement to which the Seller is a party or by
which it and/or its properties are bound;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | No consent or approval from the Lessee or other Person is required to transfer
such Container or the Related Assets from the Seller to the Borrower except for
any such consents or approvals that have been obtained;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | The Seller shall have taken all necessary actions to transfer title to such
Container and the Related Assets from the Seller to the Borrower;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Such Container was not subject to any adverse selection procedures by the Seller
or the Servicer in selecting such containers to be transferred to the Borrower;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Solely on the Transfer Date of such Container (except to the extent set forth in
the proviso set forth below), at least (A) 91% (solely with respect to the
Transfer Date occurring on the Closing Date), and (B) 95% on each Transfer Date
thereafter (such percentages to be measured in each case on a Net Book Value
basis), of all Containers included in the tranche of Containers conveyed on such
Transfer Date will on such Transfer Date be subject to either a Term Lease or a
Finance Lease; provided, however, that with respect to the Containers included
in the Transfer Date occurring on the Closing Date, this criteria will be
applied again as of June 30, 2006 to determine if at least 95% of all Containers
included in the tranche of containers originally transferred on the Closing Date
are subject to either a Term Lease or a Finance Lease as of June 30, 2006, and,
if such criteria is not satisfied, containers originally included in such
tranche and having an aggregate Net Book Value equal to the Excess Off-Lease
Value shall no longer be classified as Eligible Containers;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | Such Container is not then on lease to a Prohibited Person or used in a
Prohibited Jurisdiction;
| | ---- | ------------------------------------------------------------------------------------------------

| | (12) | Such Container has not been excluded from the calculation of the Class A Asset
Base, the Class B Asset Base and the Maximum Asset Base pursuant to Section 6.27
hereof and is not then subject to a Defaulted Lease or a Finance Lease;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | The Agent, for the benefit of the Lenders, has a first priority, perfected
security interest in such Container;
| | ---- | ---------------------------------------------------------------------------------------------------------------

| | (14) | The purchase price paid by the Seller to the manufacturer thereof did not exceed
the then fair market value of such Container; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------

| | (15) | If such Container is then subject to the terms of a Lease Agreement, the terms
of such Lease Agreement comply with all of the following:
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------

| | (i) | Valid Contracts. Such 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 Lease has not been satisfied, subordinated
or rescinded;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Absolute Obligations. The related Lessees obligations under such
Lease are hell or high water obligations that are, among other
characteristics, non-cancellable, unconditional and not subject to any right of
set-off, rescission, counterclaim, off-set, reduction or recoupment during the
non-cancellable term of such Lease; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | Taxes; Maintenance; Insurance. Such Lease contains provisions requiring
the related Lessee to pay all sales, use, excise, rental, property or similar
taxes imposed on or with respect to the Container and to assume all risk of loss
or malfunction of the related Container and such Lease requires the related
Lessee, at its own expense, to maintain the Container in good and workable order
and to obtain and maintain liability insurance and physical damage insurance on
the Container subject thereto, except where the Lessee is permitted to self
insure in accordance with the Servicing Agreement.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Eligible Interest Rate Hedge Provider. Fortis Bank (Nederland) N.V. or
such other bank or other financial institution (or any party providing credit
support on such Persons behalf) that at the time of execution and delivery
of the related Interest Rate Hedge Agreement, has (x) a long-term senior
unsecured debt rating of at least (1) AA- from S&P and
Aa3 from Moodys or (2) AA- from S&P and
A1 from Moodys or (3) A+ from S&P and
Aa3 from Moodys and (y) a short-term unsecured debt rating of
A1 from S&P and P1 from Moodys or is otherwise
approved by the Agent.

Eligible Investments.  One or more of the following:

| | (i) 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;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) 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;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) 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;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) any money market fund that invests solely in Eligible Investments;
| | -----------------------------------------------------------------------

| | (v) 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
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) other obligations or securities that are acceptable to the Agent.
| | ----------------------------------------------------------------------

Eligible Leases. Any Finance Lease that as of any date of determination
meets all of the following characteristics:

| | (i) | Defaulted Lease. Such Finance Lease is not a Defaulted Lease;
| | --- | -------------------------------------------------------------

| | (ii) | Delinquencies. No rental payment owing pursuant to the terms of such
Finance Lease is more than sixty (60) days delinquent (measured from its
contractual due date) as of such date of determination;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | Valid Contracts. 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;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | Absolute Obligations. The related Lessees obligations under such
Finance Lease are hell or high water obligations that are, among
other characteristics, non-cancellable, unconditional and not subject to any
right of set-off, rescission, counterclaim, off-set, reduction or recoupment
during the non-cancellable term of such Finance Lease;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | Taxes; Maintenance; Insurance. Such Finance Lease contains provisions
requiring the related Lessee to pay all sales, use, excise, rental, property or
similar taxes imposed on or with respect to the Container and to assume all risk
of loss or malfunction of the related Container and such Lease requires the
related Lessee, at its own expense, to maintain the Container in good and
workable order and to obtain and maintain liability insurance and physical
damage insurance on the Container subject thereto;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | No Violation. Neither (i) the transfer, assignment and contribution by
the Seller to the Borrower of its right, title and interest in and to such
Finance Lease and the related Container nor (ii) the pledge of Borrowers
right, title and interest in and to such Finance Lease and the related
Container, will violate the terms or provisions of such Finance Lease or any
other agreement to which the Seller is a party or by which it is bound;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) | No Amendment. Such Finance Lease has not been amended prior to the
Transfer 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;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) | Insolvency. The related Lessee is not subject to bankruptcy or other
insolvency proceedings;
| | ------ | --------------------------------------------------------------------------------------------

| | (ix) | U.S. Dollars. All payments owing under such Finance Lease are required to
be made in Dollars, or, if not in Dollars, then in compliance with Concentration
Limit clause (4);
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | Acceleration. Such Finance Lease provides for the acceleration of all
rental payments thereunder upon default by the Lessee;
| | --- | ----------------------------------------------------------------------------------------------------------------------------

| | (xi) | Event of Loss. Such Finance Lease requires that in the event of an Event
of Loss, the related Lessee must take one of the following actions: (a) restore
or repair the affected Container to good repair, condition and working order;
(b) replace the Container with like equipment of the same or later model in good
repair, condition and working order; (c) make a lump sum payment in an amount
that is not less than the then Finance Lease Value of the Casualty Item; or (d)
continue to make Contract Payments on its regularly scheduled basis despite the
occurrence of an Event of Loss, subject in the case of clause (d) to
Concentration Limit clause (10);
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) | Post Closing Leases. Such Lease has not been excluded from the
calculation of the Class A Asset Base, the Class B Asset Base and the Maximum
Asset Base pursuant to the provisions of Section 6.27 hereof;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii) | Partial Pledges. Except as disclosed in writing by the Borrower to the
Agent, no portion of such Finance Lease or the Container subject to such Finance
Lease has been pledged to a third party;
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiv) | Good Title and First Lien. The Borrower shall have good and marketable
title to such Finance Lease and the Agent, for the benefit of the Lenders, shall
have a first priority, perfected security interest in the Borrowers rights
in such Finance Lease;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv) | Concentration Limits. Such Finance Lease shall comply with clauses (6),
(9) and (10) of the definition of Concentration Limits; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------

| | (xvi) | Purchase Option. If such Finance Lease contains an option for the related
Lessee to purchase the Containers subject to such Finance Lease, the exercise
price of such option is for an amount that is equal to or greater than the
Finance Lease Value of such Lease.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Environmental Laws. 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 the Parent Guarantor 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. 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. 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.

Eurodollar Rate. With respect to any Interest Period, an interest rate
per annum determined pursuant to the following formula:

| | Eurodollar Rate = | Interbank Offered Rate
1-Eurodollar Reserve Percentage
| | ----------------- | ------------------------------------------------------

The Eurodollar Rate shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

Eurodollar Rate Basis. Any Credit Loan for which the rate of interest
applicable thereto is being determined by reference to the Eurodollar Rate.

Eurodollar Reserve Percentage. For any day, that percentage (expressed as
a decimal) which is in effect from time to time under Regulation D of the Board
of Governors of the Federal Reserve System, as such regulation may be amended
from time to time or any successor regulation, as the maximum reserve
requirement (including any basic, supplemental, emergency, special, or marginal
reserves) applicable with respect to Eurocurrency liabilities as that term is
defined in Regulation D (or against any other category of liabilities that
includes deposits by reference to which the interest rate of Credit Loans on
Eurodollar Rate Basis is determined), whether or not any Lender has any
Eurocurrency liabilities subject to such reserve requirement at that time.
Credit Loans on a Eurodollar Rate Basis shall be deemed to constitute
Eurocurrency liabilities and as such shall be deemed subject to reserve
requirements without benefits of credits for proration, exceptions or offsets
that may be available from time to time to any Lender.

Event of Default. As defined in Section 8.

Event of Loss. With respect to any Container as of any date of
determination, any of the following events or conditions:

| | (i) total loss or destruction thereof;
| | --------------------------------------

| | (ii) theft or disappearance thereof without recovery within sixty (60) days
after such theft or disappearance becomes known to the Borrower;
| | --------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) damage rendering such Container unfit for normal use and, in the judgment
of the Borrower, beyond repair at reasonable cost;
| | ----------------------------------------------------------------------------------------------------------------------------------

| | (iv) any condemnation, seizure, forced sale or other taking of title to or use
of any such Container;
| | -----------------------------------------------------------------------------------------------------

| | (v) if such Container is then subject to the terms of a Lease, such item of
Container shall have been deemed under the terms of such Lease to have suffered
an Event of Loss (or an equivalent term); or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) it is then located in a Prohibited Jurisdiction.
| | -----------------------------------------------------

Excess Off-Lease Value. An amount, determined on the Determination Date
for the Payment Date occurring in July 2006, equal to the excess, if any, of:

| | (A) | an amount equal to the product of (i) 95% and (ii) the sum of the Net Book
Values (measured as of June 30, 2006) of all containers transferred to the
Borrower on the Closing Date; over
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | an amount equal to the sum of the Net Book Values (measured as of June 30, 2006)
of all containers transferred to the Borrower on the Closing Date that are
subject to either a Finance Lease or a Term Lease as of June 30, 2006.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Excluded Amounts. All of the following: (i) any payments received from a
Lessee in connection with any late charges, taxes, fees or other charges imposed
by any Governmental Authority, (ii) any indemnity payments made by a lessee or
payments made for the benefit of any Person pursuant to a liability insurance
policy or (iii) any payments collected from a Lessee for the benefit of the
originator or vendor which relate to maintenance payments pursuant to the
related Lease or maintenance agreement, as applicable.

Facility Fee Letter. The Facility Fee Letter, dated as of December 21,
2005, among the Agent, the Borrower and the Parent Guarantor as such agreement
may be amended, modified or supplemented.

Fair Market Value. With respect to a Container, an amount equal to the
value that would be obtained in an arms length transaction between an
informed and willing purchaser under no compulsion to buy and an informed and
willing seller under no compulsion to sell.

Final Maturity Date. One of the following: (i) with respect to the Class
A Notes, the Payment Date occurring in the sixty-sixth (66th) month
after the Conversion Date, and (ii) with respect to the Class B Notes, the
Payment Date occurring in December 2015.

Finance Lease. Any Lease of a Container which provides the Lessee with
the right or option to purchase such Container 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 the Borrower.

Finance Lease Value. With respect to each Finance Lease as of any date of
determination, an amount in Dollars equal to the present value of the remaining
Contract Payments becoming due under such Finance Lease after such date of
determination, discounted monthly at one-twelfth of the then applicable Discount
Rate; provided, however, that (i) the Finance Lease Value of any
Defaulted Lease or a Finance Lease that is repurchased or required to be
repurchased by the Seller or the Servicer shall be equal to zero, and (ii) with
respect to any Contract Payment that remains unpaid for more than 60 days after
its contractual due date, such Contract Payment shall be deemed to be zero for
purposes of calculating the Finance Lease Value of such Finance Lease.

Fixed Charges. 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) the Parent Guarantor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 the Parent Guarantor 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 the Parent Guarantor and its
Consolidated Subsidiaries and (C) any future subordinated debt of Parent
Guarantor and its Consolidated Subsidiaries, plus (ii) obligations of Parent
Guarantor and its Consolidated Subsidiaries as a lessee for lease rentals on
long term leases (as determined in accordance with GAAP) for such period.

Funding Date. Each date which a Credit Loan is made to Borrower in
accordance with the terms of this Agreement.

Funded Debt. All indebtedness for borrowed money with recourse to Parent
Guarantor 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 Parent
Guarantor and its Consolidated Subsidiaries which appears in 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 Parent Guarantor and its Consolidated Subsidiaries or any
of them, either jointly or severally. Funded Debt shall exclude (A) the amount
representing the Parent Guarantor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 the Parent Guarantor and
its Consolidated Subsidiaries as of the most recently ended fiscal quarter for
which financial statements are available, (B) the amount representing the 9.25%
Convertible Redeemable Junior Subordinated Debentures due 2022 on the
consolidated balance sheet of the Parent Guarantor and its Consolidated
Subsidiaries as of the most recently ended fiscal quarter for which financial
statements are available and (C) any future subordinated debt of Parent
Guarantor and its Consolidated Subsidiaries.

Funding Losses. As defined in Section 2.16.

Generally Accepted Accounting PrinciplesorGAAP. Accounting
principles which are (i) consistent with the principles promulgated or adopted
from time to time by the Financial Accounting Standards Board and its
predecessors, (ii) generally accepted in the United States of America, and (iii)
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.

Governmental Authority. 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.

Gross Lease Revenues. As defined in the Servicing Agreement.

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.

Guarantor Event of Default. The occurrence or existence of any of the
events or conditions set forth in Section 8 that occurs because of an action or
inaction of the Parent Guarantor.

Hazardous Material. 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 the Parent Guarantor 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, and (d)
any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any Governmental Authority having jurisdiction over the
Parent Guarantor or any of its Subsidiaries or any of their respective
properties.

Hedging Requirements. As defined in Section 6.19(a) hereof.

Indebtedness. For any Person, all obligations, contingent or otherwise,
that in accordance with Generally Accepted Accounting Principles 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 June 30, 2010).

Indemnified Party. As defined in Section 6.14(d).

Independent Accountant. Any nationally or regionally recognized
accounting firm, that is reasonably acceptable to the Agent and that is
independent with respect to the Parent Guarantor and its Subsidiaries within the
meaning of the Securities Act of 1933, as amended, and the applicable published
rules and regulations thereunder.

Independent Person. A Person who at the date of appointment possesses the
following qualifications: (a) has prior experience as a shareholder for a
company, the corporate instruments of which require the unanimous consent of all
shareholders thereof before such company could consent to the institution of
bankruptcy or insolvency proceedings against it or could file a petition seeking
relief under any applicable law; and (b) is an entity that provides, in the
ordinary course of its business, advisory, management or placement services to
issuers of securitization or structured finance instruments, agreements or
securities; providedalways that such Person at the date of appointment
as shareholder, or at any time in the preceding five years, or during such
persons tenure shall not be: (i) an employee, director, shareholder,
manager, partner or officer of Parent Guarantor or an Affiliate thereof;
(ii) a customer or supplier of Parent Guarantor or an Affiliate thereof;
(iii) a beneficial owner at the time of such appointment as an independent
shareholder, or at any time thereafter while serving as an independent
shareholder, of more than 2% of the voting securities of Parent Guarantor or an
Affiliate thereof; (iv) affiliated with a significant customer, supplier or
creditor of Parent Guarantor or an Affiliate thereof; (v) a party to any
significant personal service contracts with Parent Guarantor or an affiliate
thereof; or (vi) a member of the immediate family of a person described in (i)
or (ii) above.

Initial Lease. Each of (i) the lease agreements that are set forth on
Schedule 4 to the Security Agreement, (ii) the CAI Agreement and
(iii) the Management Agreement.

Insolvency Law. The Bankruptcy Code, any state insolvency scheme or any
similar Applicable Law in Barbados or in any other applicable jurisdiction.

Interbank Offered Rate. For any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered rate
for deposits in Dollars at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period. If for any reason such rate is not available, the term
Interbank Offered Rate means, for any Credit Loan for any Interest
Period therefor, the rate (rounded upward, if necessary, to the nearest one
hundred-thousandth of a percentage point), determined on the basis of the
offered rates for deposits in Dollars for a period of one month which are
offered by four major banks, as selected by the Agent, in the London interbank
market at approximately 11:00 am. London time, on the day that is two (2)
Business Days preceding the first day of such Interest Period. The principal
London office of each of such four major London banks will be requested to
provide a quotation of its Dollar deposit offered rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be determined on the basis of the rates quoted for loans in
Dollars to leading European banks (as selected by the Agent) for a period of one
month offered by major banks in New York City at approximately 11:00 am. New
York City time, on the day that is two Business Days preceding the first day of
such Interest Period. In the event that the Agent is unable to obtain any such
quotation as provided above, it will be deemed that the Interbank Offered
Rate for such Credit Loan cannot be determined.

Intercreditor Agreement. That certain Intercreditor and Lockbox
Administration Agreement dated as of December 14, 2005, among Interpool
Container Funding, SRL, Interpool Containers Limited, Interpool, Inc., U.S. Bank
National Association, as lockbox administrator, DVB Bank N.V., Fortis Capital
Corp. and such other equipment owners and equipment lenders named therein or as
may become a party from time to time, in the form attached as Exhibit N hereto
as such agreement may be amended, modified or supplemented in accordance with
its terms, including as supplemented by the execution of any joinder agreement.

Intercreditor Joinder Agreements. The joinder agreements to each of the
Intercreditor Agreement and the Lockbox Agreement executed by the Agent on
behalf of the Lenders on the Closing Date, making the Agent a party to the
Intercreditor Agreement and the Lockbox Agreement.

Interest Expense. For any period, the aggregate amount of net interest
expense as shown for such period on the income statement of the Borrower
prepared in accordance with GAAP.

Interest Period. With respect of any Payment Date, (x) the period
commencing on (and including) the immediately preceding Payment Date (or, in the
case of the first Interest Period, the Closing Date) to (but excluding) such
Payment Date or (y) such other period as the Borrower and the Agent shall
agree.

Interest Rate Hedge Agreement. An ISDA interest rate cap agreement, ISDA
interest rate swap agreement, ISDA interest rate ceiling agreement, ISDA
interest rate floor agreement or any combination of the foregoing or other
similar agreement, in each case in form and substance including any schedules
and confirmations prepared and delivered in connection therewith, pursuant to
which recourse by the Interest Rate Hedge Provider to the Borrower is limited to
the Collateral and the Distributable Cash Flow which pursuant to the terms of
this Agreement is available for such purpose.

Interest Rate Hedge Provider. Any counterparty to an Interest Rate Hedge
Agreement or other cap, collar or other hedging instrument permitted to be
entered into pursuant to this Agreement.

Interest Rate Hedge Provider Minimum Rating Downgrade Event. Unless
waived in writing by the Agent (acting at the direction of the Majority Lenders
and the Borrower), the Interest Rate Hedge Providers (or any party
providing credit support on its behalf) rating with respect its unsecured and
unsubordinated debt, deposit or letter of credit obligations are rated as set
forth in the table below:

|Rating of Interest Rate Hedge Provider                 
|-------------------------------------------------------
|Interest Rate Hedge Provider only has along-term rating
|S&P                                                    
|Long-term of "A" or lower                              

Interest Rate Hedge Provider Required Rating Downgrade Event. Unless
waived in writing by the Agent (acting at the direction of the Majority Lenders
and the Borrower), the Interest Rate Hedge Providers (or any party
providing credit support on its behalf) rating with respect its unsecured and
unsubordinated debt, deposit or letter of credit obligations are rated as set
forth in the table below:

|Rating of Interest Rate Hedge Provider                 
|-------------------------------------------------------
|Interest Rate Hedge Provider only has along-term rating
|S&P                                                    
|Long-term of "BBB+" or lower                           

Interpool Containers. Interpool Containers Limited, a company organized
under the laws of Barbados, and its successors and permitted assigns.

Interpool Limited. Interpool Limited, a company organized under the laws
of Barbados, and its successors and permitted assigns.

Investment. The purchase or acquisition of any share of capital stock,
partnership or limited liability company interest, evidence of indebtedness or
other equity security of any other Person; any loan, advance or extension of
credit to, or contribution to the capital of, any other Person, other than
extensions of credit resulting from the sale of goods (where the Borrower
retains title to, or a security interest in, any Container sold) or rendering of
services in the ordinary course of the Borrowers business; any real estate
held for sale or investment; any commodities futures contracts held other than
in connection with bona fide hedging transactions; any other investment in any
other Person; and the making of any commitment or acquisition of any option to
make any such Investment.

Key Officer. As defined in clause (j) of the definition of the term
"Early Amortization Event".

Law. Any law (including common law), constitution, statute, treaty,
convention, regulation, rule, ordinance, order, injunction, writ, decree or
award of any Governmental Authority.

Lease or Lease Agreement. All leases or contracts for use or hire
of a Container (other than the CAI Agreement) by a Lessee and the Borrower (or
one of its Affiliates acting as agent for the Borrower) as lessor, but only to
the extent such lease or contract relates to a Container.

Lease Proceeds. All rents, fees, lease payments and other amounts due or
collected under the Leases in respect of the Containers.

Lender(s). Individually, each of the banks or financial institutions
(including, without limitation, any Conduit Lenders) signatory hereto or which
may provide additional commitments and become a party to this Agreement as a
Lender hereunder, as set forth in Schedule 4, as it may be amended from
time to time, and each of their respective successors and permitted assigns and
collectively, all such banks or other financial institutions and their
respective successors and permitted assigns.

Lessee. A person that is contractually obligated to make rental and other
payments under a Lease, including any guarantor of such obligations.

Liabilities. As defined in Section 2(a) of the Parent Guaranty.

Lien. 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 Documents. This Agreement, the Class A Notes, the Class B Notes, the
Security Agreement, the Parent Guaranty, the Performance Guaranty, the
Contribution and Sale Agreement, the Servicing Agreement, the Structuring Fee
Letter, the Agent Fee Letter, the Facility Fee Letter, the Interest Rate Hedge
Agreements (upon execution thereof), the syndication side letter, each Credit
Support Agreement, the CAI notice of assignment, the Lockbox Agreement and the
Intercreditor and Lockbox Administration Agreement.

Lockbox Account.  As defined in the Servicing Agreement.

Lockbox Agreement. That certain Lockbox Agreement, dated as of December
14, 2005, among Interpool Container Funding, SRL, Interpool Containers Limited,
Interpool, Inc., U.S. Bank National Association, as lockbox administrator, the
Agent, Fortis Capital Corp. and such other equipment owners and equipment
lenders named therein or as may become a party from time to time, as such
agreement may be amended, modified or supplemented in accordance with its terms,
including as supplemented by the execution of any joinder agreement.

Majority Lenders. So long as any Class A Note remains unpaid or any
Commitment remains in effect with respect to any Class A Lender, Class A Lenders
which, individually or in the aggregate, represent more than sixty-six and two
thirds percent (66?%) of the then Aggregate Commitments or, if the Conversion
Date has occurred, of the then Aggregate Class A Note Principal Balance; and, if
no Class A Note remains unpaid and no Commitment of a Class A Lender remains in
effect, Class B Lenders which, individually or in the aggregate, represent more
than fifty percent (50%) of the then Aggregate Class B Note Principal Balance.

Management Agreement. To the extent it relates to the Containers, means
that certain letter agreement, dated February 12, 2004, by and between Interpool
Limited and CAI, as amended, modified or otherwise supplemented from time to
time.

Materially Adverse Effect. Any act, omission, event, condition or
circumstance 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 the
Parent Guarantor and its Subsidiaries, taken as a whole, or of the Borrower
considered individually, (b) upon the respective ability of the Parent Guarantor
or any of its Subsidiaries 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.

Maximum Asset Base. As of the date of determination, an amount equal to
the sum of (1) the product of (i) ninety percent (90%) and (ii) the sum of (A)
the then Aggregate Net Book Value and (B) the then Aggregate Finance Lease
Value, plus (2) 100% of all cash and Eligible Investments then on deposit in the
Restricted Cash Account.

Moodys. Moodys Investors Service, Inc. and any successors
thereto.

Net Book Value. With respect to any Eligible Container that is not
subject to a Finance Lease, the Original Equipment Cost of such Container less
accumulated depreciation calculated based on (i) straight-line depreciation over
15 years with a remaining residual value of 15% of the Original Equipment Cost
at the end of such period, or (ii) any other depreciation method used by the
Servicer which is more conservative than the depreciation policy outlined in
clause (i) (i.e., more conservative policy in terms of greater annual
depreciation or a lower remaining residual value).

Net Operating Income or NOI. For the containers owned by the
Borrower for any period of time, the Gross Lease Revenues received with respect
to such containers minus the Direct Operating Expenses incurred with respect to
such containers.

Net Income. For any fiscal period of the any Person, the consolidated net
income of such Person and its Subsidiaries for such period determined in
accordance with Generally Accepted Accounting Principles.

Note. Either or both, as the context may require, of the Class A Notes
and the Class B Notes.

Obligations. All indebtedness, obligations and liabilities of the
Borrower to the Agent, or the Lenders and/or any Credit Support Party (to the
extent they have funded a Credit Loan previously held by a Conduit Lender)
existing on the date of this Agreement or arising thereafter, whether direct or
indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise under or in connection with this Agreement or any other Loan
Documents.

Officers Certificate. A certificate signed on behalf of a
Corporation by its Chairman of the Board, President or Executive Vice President
and by its Chief Financial Officer, Treasurer, Controller, Secretary or
Assistant Secretary.

Oldco. Interpool Container Funding, SRL, a society with restricted
liability organized under the laws of Barbados.

Opinion of Counsel.A written opinion of counsel, who, unless
otherwise specified or unless the opinion is being rendered in respect of the
laws of any jurisdiction other than the Untied States of America, may be counsel
employed internally by the Parent Guarantor or the Servicer, in each case
reasonably acceptable to the Person or Persons to whom such Opinion of Counsel
is to be delivered. The counsel rendering such opinion may rely (i) as to
factual matters, on a certificate of a Person whose duties relate to the matters
being certified, and (ii) insofar as the opinion relates to local law matters,
upon opinions of local counsel.

Original Equipment Cost. With respect to any container, an amount equal
to the sum of (i) the vendors or manufacturers invoice price, plus
(ii) reasonable and customary out-of-pocket direct costs related to inspection,
transport and initial positioning necessary to put such Container in its initial
service; provided, however, that, in no event shall the amounts described in
clause (ii) include any allocated overhead expenses of the Servicer. In no event
shall the Original Equipment Cost of a container include any allocated purchase
price resulting from the acquisition of such container by the Borrower or any
Affiliate of the Borrower.

Parent Guarantor. Interpool, Inc., a corporation organized under the laws
of the State of Delaware, and its successors and permitted assigns.

Parent Guaranty. The Guaranty, dated as of December 21, 2005 and
substantially in the form of Exhibit K-1, issued by the Parent
Guarantor.

Participant(s). As defined in Section 16(f).

Payment Date. The twentieth (20th) day of each month, provided
that if such day is not a Business Day, then the next succeeding Business Day or
if such day would fall in the succeeding calendar month, the preceding Business
Day.

PBGC. 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.

Performance Guaranty. The Performance Guaranty, dated as of December 21,
2005 and substantially in the form of Exhibit K-2, issued by
Interpool Limited.

Permitted Liens. With respect to any item of Collateral, any or all of
the following: (i) with respect to a Container, Liens for taxes not yet
delinquent or which are being contested in good faith by appropriate proceedings
and for the payment of which adequate reserves are maintained; (ii) with respect
to a Container, carriers, warehousemens, mechanics, or other like
Liens arising in the ordinary course of business and relating to amounts not yet
due or which shall not have been overdue for a period of more than sixty (60)
days or which are being contested in good faith by appropriate proceedings and
for the payment of which adequate reserves are maintained; provided, however, in
no event shall any such contest result in the loss of the affected Container;
(iii) with respect to a Container, Leases entered into in the ordinary course of
business providing for the leasing of such Container; (iv) with respect to any
Container then on lease to a Lessee, any purchase option in favor of such Lessee
that is set forth in such Lease; and (v) Liens created by the Security Agreement
or any other Loan Document; provided that any proceedings of the type described
in clauses (i) and (ii) above could not (A) reasonably be expected to subject
the Agent or any Lender to any civil or criminal penalty or liability or (B)
involve any significant risk of material loss, sale or forfeiture of all, or any
material portion of, the Collateral.

Person. An individual, any partnership, a corporation, a joint venture, a
trust, an unincorporated organization, or a government or any agency or
political subdivision thereof.

Plan. 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 the Borrower or any
member of the Controlled Group for employees of the 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 the 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.

Post Closing Leases. Each of the Leases set forth on Schedule 6 hereto.

Post Revolving Period Class A Targeted Advance Rate. For each Payment
Date occurring on or after the Conversion Date, the percentage set forth
opposite such Payment Date in
Schedule 5 hereto under the column titled Post Revolving Period Class A
Targeted Advance Rate.

Proceeds. The meaning assigned to such term under the UCC.

Prohibited Institution. Any institution designated by the Borrower as a
prohibited institution in a side letter delivered to the Agent;
provided, however, that: (i) no more than five (5) institutions may be listed at
any one time as a prohibited institution, (ii) such prohibited
institution may only be an institution at which the Servicer or its Affiliates
maintains a bank account, (iii) institutions that the Agent has contacted prior
to the Closing Date in connection with the syndication of this Agreement may not
be designated as a prohibited institution, (iv) no existing Lender,
including Gotham Funding Corporation as a Conduit Lender and each of BTM Capital
Corporation and The Bank of Tokyo-Mitsubishi, Ltd., as its Credit Support Party
may be a Prohibited Institution and (v) designations may only be made
prospectively.

Prohibited Jurisdiction. 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. 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.

Refinancing Event. Placement of notes or other evidences of indebtedness
(or interests therein) issued by the Borrower into the asset backed securities
term market or the bank market, or notes or other evidences of Indebtedness (or
interests therein) issued by the Borrower that shall have received an
AAA rating by S&P as the result of the Borrower having obtained
external credit enhancement.

Register. As defined in Section 16(d).

Related Assets. With respect to any Container, all of the following:
(i)  all of Sellers right, title and interest in and to, but none of
its obligations under, any agreement between a Seller and the manufacturer of
each such Container pursuant to which such Seller acquired a transferred
container from such manufacturer, and all amendments, additions and supplements
hereafter made with respect thereto, (ii) all of Sellers right, title
and interest in and to any Lease which such Container is subject to on the
Transfer Date for such Container, including all lease revenues accrued on or
after the Cut-Off Date, (iii) all right, title and interest of such Seller
in and to all payments, proceeds and other amounts which have accrued but have
not been paid, and (iv) all payments, proceeds and income of the foregoing
or related thereto.

Release. 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
the Parent Guarantor 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.

Restricted Cash Account. The account designated as such established in
accordance with Section 2.19 hereof.

Restricted Cash Amount. As of any Payment Date, the amount required to be
deposited or maintained in the Restricted Cash Account, which shall be equal to
one of the following amounts:

| | (A) | if the average Adjusted EBIT Ratio for two most recently completed calendar
quarters exceeds 1.40 to 1, zero; or
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (B) | if the average Adjusted EBIT Ratio for the two most recently completed calendar
quarters is less than or equal to 1.40 to 1, an amount equal to the product of
(i) four (4), (ii) one-twelfth, (iii) the weighted average (based on the then
relative composition of the Class A Asset Base) for the previous six months of,
(x) with respect to any Finance Lease and Term Lease then subject to an Interest
Rate Hedge Agreement, the interest rate per annum payable by the Borrower
thereunder for the total amount of interest payable with respect to such portion
of the Class A Asset Base, and (y) for the remaining portion of the Class A
Asset Base, the annual rate of interest payable by the Borrower on all Class A
Notes then outstanding, and (iv) the Aggregate Class A Note Principal Balances
as of such Payment Date, which principal balances shall be calculated after
giving effect to all advances of principal and principal payments made on such
Payment Date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revolving Credit Period. With respect to the Class A Notes, the period
commencing on the Closing Date and ending on the Conversion Date.

S&P. Standard and Poors Ratings Service, a division of The
McGraw-Hill Companies, and any successor thereto.

Sales Proceeds. The proceeds of all Containers that are being sold by the
Borrower in their ordinary course of business.

Security Agreement. The Security Agreement, dated as of December 21, 2005
and substantially in the form of Exhibit J hereto, pursuant to which the
Borrower has granted to the Agent, for the benefit of the Lenders and each
Interest Rate Hedge Provider, as security for the Obligations, a continuing
first priority security interest in all of the assets of the Borrower.

Security Documents. The Security Agreement, the UCC Financing Statements,
the Statement of Charge filed with the Corporate Affairs Registry in Barbados,
the Performance Guaranty and the Parent Guaranty.

Seller. Interpool Containers.

Senior Claim. As defined in Section 2.11(a).

Senior Claimant. As defined in Section 2.11(a).

Servicer. The Person performing the duties of the Servicer under the
Servicing Agreement; initially, Interpool Containers, a company organized under
the laws of Barbados, and its successors and permitted assigns.

Servicer Advance. Any advance of funds made by the Servicer with respect
to delinquent Contract Payments or Lease Proceeds in accordance with the terms
of Section 4.05 of the Servicing Agreement.

Servicer Default. Any of the events or conditions set forth in Section
7.01 of the Servicing Agreement.

Servicing Agreement. The Servicing Agreement, dated as of December 21,
2005 and substantially in the form of Exhibit G hereto, pursuant to which
the Servicer agrees to manage and service, on behalf of the Borrower, the
Eligible Containers, the Eligible Leases and the Related Assets.

Servicing Fee. This term shall have the meaning set forth in the
Servicing Agreement.

Servicing Fee Arrearage. For any Payment Date, an amount equal to the
excess, if any, of (i) the sum of the Servicing Fee due and payable to the
Servicer on all prior Payment Dates, over (ii) the aggregate amount of Servicing
Fees actually paid to the Servicer on all prior Payment Dates.

Specialized Containers. All types of containers, other than Standard Dry
Cargo Containers and refrigerated containers, including, but not limited to open
top, flat rack, tank and cellular palletwide containers.

Stamping Lease. This term shall have the meaning set forth in the
Security Agreement.

Standard Dry Cargo Container. Any of the following types of containers:
(i) a twenty foot (20) dry cargo container, (ii) a forty foot (40)
dry cargo container, or (iii) a forty foot (40) high cube container.

Subsidiary. The Borrower 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 the Parent Guarantor and/or by one or more of
the Subsidiaries of the Parent Guarantor.

Substitute Container. This term shall have the meaning set forth in the
Contribution and Sale Agreement.

Substitute Lease. This term shall have the meaning set forth in the
Contribution and Sale Agreement.

Substitution Date. With respect to Substitute Container and/or a
Substitute Lease, the Business Day on which such Substitute Container and/or
Substitute Lease are acquired by the Borrower in accordance with the provisions
of the Loan Documents.

Tangible Net Worth. As of any date of determination the amount equal to
(A) the amount of stockholders equity and warrant liability of the Parent
Guarantor and its Consolidated Subsidiaries appearing in the consolidated
financial statements of the Parent Guarantor 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 the Parent
Guarantor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 the Parent Guarantor 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 the Parent Guarantor 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 Parent Guarantor and its Consolidated
Subsidiaries, plus (or minus) (F) any adjustments to the accounts of the Parent
Guarantor, 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. Any and all present or future taxes, levies, imposts, duties,
fees, assessments, deductions, withholdings or other charges of whatever nature,
including gross receipts, excise, property, sales, transfer, license, payroll,
social security and franchise taxes now or hereafter imposed or levied by the
United States of America, or any state, local or foreign government or by any
department, agency or other political subdivision or taxing authority thereof
and all interest, penalties, additions to tax or similar liabilities with
respect thereto.

Term Lease. A Lease, other than a Finance Lease, having an initial term
(measured from the commencement date of such lease) of thirty-six (36) months or
greater.

Transfer Date: As defined in the Contribution and Sale Agreement.

Trust Account. The account designated as such that is established in
accordance with the provisions of Section 2.18 hereof.

Unused Commitment. With respect to any Class A Lender as of any date of
determination, the excess of (i) the Commitment Amount then in effect for such
Class A Lender, over (ii) the then unpaid principal balance of the Class A Note
owned by such Class A Lender as of such date of determination, after giving
effect to all principal payments to be received by such Class A Lender on such
date of determination.

UCC or Uniform Commercial Code. 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 terms UCC and
Uniform Commercial Code 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.

UCC Financing Statements. UCC Financing Statements naming (i) the
Borrower as debtor, the Agent, as secured party, and the Collateral as the
collateral, and (ii) the Seller, as seller/debtor, the Borrower, as
purchaser/secured party, the Agent, as assignee of secured party, and the assets
that are the subject of the Contribution and Sale Agreement, as collateral, in
each case, filed or to be filed in the office of the Secretary of State of the
States of New Jersey, the Recorder of Deeds for the District of Columbia and
other locations from time to time with respect to the Collateral.

Voting Stock. 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).

Weighted Average Age. As of any date of determination shall be equal to
the quotient of (A) the sum for each Eligible Container and each Container
subject to an Eligible Lease of the product of (i) the age of such Eligible
Container and each Container subject to a Finance Lease and (ii) the then Net
Book Value of such Eligible Container and the Net Book Value of such Container
subject to an Eligible Lease, divided by (B) the then Aggregate Net Book Value
which for purposes of this calculation, shall include the Net Book Values of all
Containers subject to Eligible Leases.

Section 1.2     Rules of Interpretation.

(a)     All terms in this Agreement, the Exhibits and
Schedules hereto shall have the same defined meanings when used in any other
Loan Documents, unless the context shall require otherwise.

(b)     Except as otherwise expressly provided herein, all
financial and accounting terms not specifically defined or specified herein
shall have the meanings generally attributed to such terms under Generally
Accepted Accounting Principles, including applicable statements and
interpretations issued by the Financial Accounting Standards Board and
bulletins, opinions, interpretations and statements issued by the American
Institute of Certified Public Accountants or its committees, and all financial
and accounting calculations referred to herein shall, to the extent applicable,
be made in accordance with Generally Accepted Accounting Principles, and by
reference to the most recently delivered financial statements of the Parent
Guarantor furnished in accordance with Section 6.4 hereof.

(c)     All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, shall include all
other genders; the singular shall include the plural, and the plural shall
include the singular.

(d)     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 provisions of
this Agreement.

(e)     The preamble hereto is part of this Agreement.
Titles of Sections in this Agreement are for convenience only, do not constitute
part of this Agreement and neither limit nor amplify the provisions of this
Agreement, and all references in this Agreement to Sections, Subsections,
paragraphs, clauses, subclauses, Schedules or Exhibits shall refer to the
corresponding Section, Subsection, paragraph, clause, subclause, Schedule or
Exhibit attached to this Agreement, unless specific reference is made to the
articles, sections or other subdivisions or divisions of such Schedule or
Exhibit to or in another document or instrument.

(f)     Each definition of a Loan Document or other document
in this Agreement shall include such document as amended, modified,
supplemented, restated, renewed or extended from time to time.

(g)     Except where specifically restricted, reference to a
party in a Loan Document includes that party and its successors and assigns
permitted hereunder or under such Loan Document.

(h)     Unless otherwise specifically stated, whenever a
time is referred to in this Agreement or in any other Loan Document, such time
shall be the local time in the city in which the head office of the Agent is
located.

(i)     Any list in this Agreement of one or more items
preceded by the words include or including shall not be deemed
limited to the stated items but shall be deemed without limitation.

(j)     Whenever this Agreement makes reference to a
partys knowledge, such knowledge shall refer to the actual knowledge of an
Authorized Officer of such party, without having made a special inquiry.

(k)     Unless otherwise stated in this Agreement, in the
computation of a period of time from a specified date to a later specified date,
the word from means from and including and the word
to and until means to but excluding.

|SECTION 2. | THE CREDIT LOAN.
|---------- | ----------------

Section 2.1     Commitments to Make Credit
Loans.

(a)     Commitments. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants set forth herein, each Lender shall make available to
the Borrower on the Closing Date (or such later date on which such Lender
becomes a party to this Agreement) its Commitment in the Commitment Amount set
forth opposite the name of such Lender on Schedule 4 hereto.

(b)     Evidence of Credit Loans. During the
Revolving Credit Period, each of the Class A Notes shall be a revolving note
with a maximum principal amount equal to the then current Commitment of the
related Class A Lender. Each Class B Note shall be a revolving note with a
maximum principal balance equal to the then current Commitment of the related
Class B Lender.

(c)     Funding of Credit Loans. On any Business Day
requested by the Borrower and presuming that the Borrower shall have satisfied
all applicable conditions precedent set forth in Sections 4 and 5 hereof, each
Lender shall, subject to the terms and conditions of this Agreement, deposit
with the account designated by the Borrower by wire transfer of same day funds
not later than 4:00 p.m. (Amsterdam time) an amount equal to its pro rata
share of the requested Credit Loan; provided, however, that (i) no Class
B Lender shall be obligated to make more than two (2) Credit Loans in aggregate,
the aggregate principal amounts of such Credit Loans shall not in aggregate
exceed the Commitment of such Class B Lender, and each such Credit Loan must be
made prior to December 31, 2005 and (ii) each Credit Loan by each Class A Lender
shall be for an amount (A) not less than the lesser of (x) its then Unused
Commitment and (y) such Lenders pro rata share of Five Hundred
Thousand Dollars ($500,000), and (B) not greater than the then Availability of
such Class A Lender.

(d)     Request for Credit Loan. Each Borrowing
Notice shall be submitted in writing to the Agent by no later than 4:00 p.m.
(Amsterdam time) on the fourth (4th) Business Day prior to the date
of the requested Credit Loan, and the Agent shall promptly (but in no event
later than 6:00 p.m. (Amsterdam time) on the Business Day after a Borrowing
Notice is received) provide each Lender with a copy of each such Borrowing
Notice accompanied by all of the attachments set forth in the definition
thereof. Such notice shall include a calculation of the Class A Asset Base and,
with respect to each Funding Date on which a Credit Loan will be made by a Class
B Lender, the Class B Asset Base (calculated, in each case, to include any
Eligible Containers and/or Eligible Leases to be acquired with the proceeds of
such Credit Loan). Each Borrowing Notice shall constitute a reaffirmation by
Borrower that (1) no Default, Event of Default, Early Amortization Event or
Servicer Default has occurred and is continuing and no event or condition has
occurred or is existing that with the giving of notice or the passage of time or
both would constitute an Event of Default, Early Amortization Event or a
Servicer Default and (2) the representations and warranties of the Borrower, the
Servicer and the Parent Guarantor contained in the Loan Documents are true,
correct and complete in all material respects to the same extent as though made
on and as of the date of the request, except to the extent such representations
and warranties specifically relate to an earlier date, in which event such
representations and warranties shall be true, correct and complete in all
material respects as of such earlier date.

(e)     A Borrowing Notice, once delivered to the Agent,
shall be irrevocable and binding on the Borrower. If any Credit Loan requested
by the Borrower is not made or effectuated on the specified Funding Date, for
any reason whatsoever related to a default or nonperformance by the Borrower,
the Borrower shall pay Funding Losses. In connection with any Credit Loan or any
Funding Date, all of the Lenders may, in their collective and absolute
discretion, grant the Borrower extensions and/or waivers in fulfilling its
obligations under this Section 2.1 and in fulfilling the conditions set forth in
Section 5 hereof.

(f)     Obligations of Lenders Several. The failure
of any Lender to make a Credit Loan hereunder shall not relieve any other Lender
of its obligation to make a Credit Loan on such funding date, but no Lender
shall be responsible for the failure of any other Lender to make the Credit Loan
to be made by such other Lender on such Funding Date.

(g)     Extension of the Revolving Credit Period. The
Borrower may, within 60 days, but no later than 45 days, prior to the date set
forth in item (i) of the definition of Conversion Date (or such shorter period,
as has been approved by all of the Class A Lenders), by written notice to each
Class A Lender request the extension of the Revolving Credit Period for an
additional period of up to 364 days from the date on which the renewal is
approved. Each of the Lenders shall make a determination, in its sole discretion
and after a full credit review, within 30 days of its receipt of the
Borrowers request, as to whether or not it will agree to extend the
Revolving Credit Period; provided, however, that the failure of any Class
A Lender to make a timely response to the Borrowers request for extension
of the Revolving Credit Period shall be deemed to constitute a refusal by such
Class A Lender to extend the Revolving Credit Period. The Revolving Credit
Period shall only be extended upon the consent of 100% of the Class A Lenders.
Any such renewal shall become effective only upon written confirmation to the
Borrower by each Class A Lender of its agreement to so renew and upon receipt by
each Class A Lender of a renewal fee in an amount as shall be determined at such
time.

Section 2.2     The Notes. The obligation
of the Borrower to repay a Credit Loan and to pay interest thereon and other
sums which may become payable with respect thereto shall be evidenced by two
separate classes of promissory notes issued by the Borrower designated as Class
A Note(s) and Class B Note(s). Each Note shall evidence the Borrowers
obligations in respect of the Credit Loans extended by the related Class A
Lender or Class B Lender, as the case may be, and shall be denominated in an
amount up to the Commitment Amount of such Lender; provided, however, that the
indebtedness evidenced by such Note shall in no event exceed the aggregate
principal amount of all Credit Loans at any time advanced by the payee Lender
that remain unpaid. Each Lender shall endorse on its Note, or enter in a record
pertaining thereto, all Credit Loans and repayments thereof, provided
that the failure by any Lender to make any such notation shall not affect the
unconditional obligation of the Borrower to pay all amounts due under the Note
held by such Lender as and when payments with respect to the Credit Loan are
due.

Section 2.3     Principal Payments on the
Notes.

(a)     Class A Notes during Revolving Period. On
each Payment Date occurring during the Revolving Credit Period, the Borrower
shall pay to the Agent, on behalf of each Class A Lender, in accordance
with the priority of payments set forth in subpart (I) of Section 2.18(b), a
principal payment on its Class A Note in an amount equal to its pro rata
share of the Class A Asset Base Deficiency (if any) for such Payment Date.

(b)     Class A Notes Subsequent to Revolving Period.
On each Payment Date occurring after the Revolving Credit Period has expired or
been terminated and on which no Early Amortization Event is continuing, the
Borrower shall pay to the Agent, on behalf of each Class A Lender, an amount
equal to its pro rata share of the Class A Scheduled Principal Payment
for such Payment Date.

(c)     Class A Notes during Early Amortization Event or
Event of Default. On each Payment Date on which an Early Amortization Event
is then continuing, all of the remaining available Distributable Cash Flow will,
in accordance with the priority of payments set forth in subpart (II) of Section
2.18(b), be used to repay the then Aggregate Class A Note Principal Balance;
provided, however, that if only a Designated Early Amortization Event is then
continuing, then, so long as no other Early Amortization Event is then
continuing, then the aggregate principal payment to the Class A Lenders shall be
equal to the sum of (A) the Designated Early Amortization Amount and (B) the
Class A Scheduled Principal Payment payable for such Payment Date. On each
Payment Date on which an Event of Default is then continuing, all of the
remaining available Distributable Cash Flow will, in accordance with the
priority of payments set forth in subpart (III) of Section 2.18(b), be used to
repay in full the principal balance of the Class A Notes.

(d)     Class B Notes Prior to Class B Conversion
Date. On each Payment Date occurring prior to the Class B Conversion Date,
the Borrower shall pay to the Agent, on behalf of each Class B Lender, in
accordance with the priority of payments set forth in subpart (I) of Section
2.18(b), a principal payment on its Class B Note in an amount equal to its
pro rata share of the Class B Asset Base Deficiency (if any) for such
Payment Date.

(e)     Class B Notes on or Subsequent to Class B
Conversion Date. On each Payment Date occurring on or subsequent to the
Class B Conversion Date and on which no Early Amortization Event is continuing,
the Borrower shall pay to the Agent, on behalf of each Class B Lender, an amount
equal to its pro rata share of the Class B Scheduled Principal Payment
for such Payment Date.

(f)     Class B Notes During Early Amortization Event or
Event of Default. On each Payment Date on which an Early Amortization Event
is then continuing, all of the remaining available Distributable Cash Flow will,
in accordance with the priority of payments set forth in subpart (II) of Section
2.18(b), be used, after giving effect to the principal payments to be made on
the Class A Notes pursuant to paragraph (c) above, to repay the then unpaid
principal balance of the Class B Notes. On each Payment Date on which an Event
of Default is then continuing, all of the remaining available Distributable Cash
Flow will, after giving effect to the payments to be made on the Class A Notes
pursuant to paragraph (c) above, in accordance with the priority of payments set
forth in subpart (III) of Section 2.18(b), be used to repay the principal
balance of the Class B Notes.

(g)     Payments on Final Maturity Date. The unpaid
principal balance of, and all accrued interest and other amounts owing on, or
with respect to, the Notes shall be payable in full on the earlier to occur of
(x) their respective Final Maturity Date and (y) the date on which the Note(s)
have been declared due and payable in accordance with the provisions of Section
9 hereof.

Section 2.4     Interest on the Credit
Loan.

(a)     Interest will be payable on each Class A Note and
each Class B Note on each Payment Date in an amount equal to the Class A Note
Interest Payment and the Class B Note Interest Payment, respectively. To the
extent that the amount of the Class A Note Interest Payment and/or the Class B
Note Interest Payment that is due on any Payment Date is not paid when due, such
shortfall, together with interest thereon at the applicable Default Rate, shall
be due and payable on the next succeeding Payment Date.

(b)     In no event shall the interest charged with respect
to a Note exceed the maximum amount permitted by Applicable Law. If at any time
the interest rate charged with respect to a Note exceeds the maximum rate
permitted by Applicable Law, the rate of interest to accrue pursuant to such
Note shall be limited to the maximum rate permitted by Applicable Law, but any
subsequent reductions in Eurodollar Rate shall not reduce the interest to accrue
on such Note below the maximum amount permitted by Applicable Law until the
total amount of interest accrued on such Note equals the amount of interest that
would have accrued if a varying rate per annum equal to the interest rate had at
all times been in effect. If the total amount of interest paid or accrued on the
Note under the foregoing provisions is less than the total amount of interest
that would have accrued if the interest rate had at all times been in effect,
the Borrower agrees to pay to the affected Lender(s) an amount equal to the
difference between (a) the lesser of (i) the amount of interest that would have
accrued if the maximum rate permitted by Applicable Law had at all times been in
effect, or (ii) the amount of interest that would have accrued if the interest
rate had at all times been in effect, and (b) the amount of interest accrued in
accordance with the other provisions of this Agreement.

(c)     All computations of interest hereunder shall be made
on the basis of a year composed of 360 days and calculated for the actual number
days elapsed. Each overdue amount payable to the Agent or the Lenders under this
Agreement or any Note, whether of principal, interest, Funding Losses, or
otherwise, shall, to the extent permitted by applicable law, bear interest from
the due date thereof to the date such amount is paid in full (whether before or
after judgment) at the Default Rate from time to time in effect, compounded
daily and payable by the Borrower upon demand by the Agent or any Lender at any
time and from time to time.

Section 2.5     Revolving Credit Facility/Term
Loan Facility.

The facility evidenced by this Agreement is a revolving credit facility with
respect to the Class A Notes. Accordingly, the Borrower will, subject to
compliance with the terms of this Agreement and prior to the occurrence of the
Conversion Date, have the right to reborrow any amounts repaid to the Lenders
with respect to the Class A Notes in accordance with the terms of this
Agreement. The facility evidenced by this Agreement is a term loan facility with
respect to the Class B Notes. Accordingly, the Borrower will not have the right
to reborrow any amounts repaid to the Lender with respect to the Class B Notes
in accordance with the terms of this Agreement.

Section 2.6     Fees. (a) At the times
and in the amounts set forth in the Facility Fee Letter, the Borrower shall pay
to the Agent the "Facility Fee" described therein.

(b)     On each Payment Date occurring on or prior to the
Conversion Date, on the Conversion Date and, if the Conversion Date does not
occur on a Payment Date, on the Payment Date immediately following the
Conversion Date, the Borrower shall pay to each Class A Lender a commitment fee
with respect to its Commitment (the Commitment Fee) in an amount
equal to the product of (i) forty-five hundredths of one percent (0.45%), (ii)
the average Unused Commitment of such Class A Lender for the Interest Period (or
portion thereof) ended on the immediately preceding day or the Conversion Date,
as the case may be, and (iii) a fraction the numerator of which is the actual
number of days in the Interest Period (or portion thereof) referred to in clause
(ii) above, and the denominator of which is 360.

(c)     At the times and in the amounts set forth in the
Agent Fee Letter, the Borrower shall pay the Agent Fee to the Agent in
accordance with the priority of payments set forth in Section 2.18 hereof.

Section 2.7     Prepayments.

(a)     Voluntary Prepayment. Upon not less than
thirty (30) days prior written notice to the Agent, the Borrower may, on
any Payment Date, prepay, in whole or in part, the then unpaid principal amount
of all of the Class A Notes and/or the Class B Notes. In furtherance of the
foregoing, the Borrower shall be permitted to prepay, in accordance with the
provisions of this Section 2.7, all or any portion of the Class A Notes without
the need for any portion of the Class B Notes and vice versa. In connection with
any prepayment made in accordance with the provisions of this Section
2.7(a), the Borrower shall be required to pay, contemporaneously with such
prepayment, an amount equal to the sum of (i) accrued interest on the principal
balance being prepaid calculated through the date of such prepayment, and (ii)
any Funding Losses incurred as the result of such prepayment. Any such partial
voluntary prepayment of the Class A Notes made subsequent to the Conversion Date
shall be used to reduce all future Class A Scheduled Principal Payments in equal
amounts.

(b)     Mandatory Payments for Class A Asset Base
Deficiency and Class B Asset Base Deficiency. On each Payment Date, the
Borrower shall make a mandatory payment of the Class A Notes in an amount equal
to the Class A Asset Base Deficiency; provided, however, that the failure
to make such payment shall not in itself constitute an Event of Default unless
and until such time as an Event of Default would occur pursuant to the
provisions of Section 8(o) hereof. On each Payment Date, the Borrower shall make
a mandatory payment of the Class B Notes in an amount equal to the Class B Asset
Base Deficiency; provided, however, that the failure to make such payment
shall not in itself constitute an Event of Default until such time as an Event
of Default would occur pursuant to the provisions of Section 8(s) hereto.

(c)     Mandatory Prepayment for Servicer Default.
Upon the occurrence of a Servicer Default (unless otherwise waived in accordance
with the Servicing Agreement and except for a CAI Servicer Default), the
Borrower shall be required to make a mandatory prepayment of:

| | (i) the Class A Notes in an amount equal to the lesser of (x) the then Aggregate
Class A Note Principal Balance and (y) the then remaining Aggregate Maximum
Guaranteed Payment; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) after giving effect to the prepayment of the Class A Notes described in
clause (i), the Class B Notes in an amount equal to the lesser of (x) the then
Aggregate Class B Note Principal Balance and (y) the then remaining Aggregate
Maximum Guaranteed Payment (after giving effect to the payment of the Class A
Notes made pursuant to clause (i) above). Any payment made by the Parent
Guarantor to the Agent pursuant to the terms of the Parent Guaranty as the
consequence of a Servicer Default shall be deemed to be a prepayment by the
Borrower.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In connection with any prepayment made in accordance with the
provisions of this Section 2.7(c), the Borrower shall be required to pay,
contemporaneously with such prepayment, an amount equal to the sum of (i)
accrued interest on the principal balance being prepaid, calculated through the
date of such prepayment, and (ii) any Funding Losses incurred as the result of
such prepayment.

(d)     Voluntary Prepayment Related to Certain Events of
Default. Upon the occurrence of an Event of Default of the type set forth in
Section 8(m), the Borrower may prepay in whole (but not in part) the then unpaid
principal amount of all of the Notes. In connection with any prepayment made in
accordance with the provisions of this Section 2.7(d), the Borrower shall
be required to pay, contemporaneously with such prepayment, an amount equal to
the sum of (i) accrued interest on the principal balance being prepaid
calculated through the date of such prepayment, and (ii) any Funding Losses
incurred as the result of such prepayment

Section 2.8     Illegality or
Impossibility. (a) Notwithstanding any other provision of this
Agreement, if on any date: (A) the introduction of, change in, or change in the
interpretation by any central bank or other Governmental Authority of, any Law
or regulation applicable to any Lender shall make it unlawful, or any central
bank or other governmental authority having jurisdiction thereof shall assert
that it is unlawful for any Lender to permit a Credit Loan to be loaned on a
Eurodollar Rate Basis in accordance with the provisions hereof, or (B) if any
Lender shall reasonably determine that: (i) by reason of circumstances affecting
the Eurodollar interbank market, adequate and reasonable methods do not exist
for ascertaining the Eurodollar Rate which would otherwise be applicable during
any Interest Period, (ii) deposits of Dollars in the relevant amount and for the
relevant Interest Period are not available to such Lender in the Eurodollar
interbank market, or (iii) the Eurodollar Rate does not or will not accurately
reflect the cost to such Lender of maintaining any Credit Loan on a Eurodollar
Rate Basis during any Interest Period, then such affected Lender shall promptly
give facsimile or other written notice of such determination to the Agent, and
the Agent shall promptly give facsimile or other written notice of such
determination to the Borrower (which notice shall be conclusive and binding upon
the Borrower) and to the other Lenders. Upon such notification by the Agent, the
obligation of the affected Lender(s) to lend or maintain any Credit Loan on the
applicable Eurodollar Rate Basis shall be suspended until the affected Lender
determines that such circumstances no longer exist. Upon such notification and
suspension by the Agent, the Borrower shall have the option to prepay
immediately the affected Credit Loans in full without penalty or premium;
provided, however, that the Borrower shall pay all of the following: (i)
any Funding Losses, (ii) accrued interest on the principal balance being
prepaid, calculated through the date of such prepayment and (iii) any additional
amounts or fees payable to each of the Lenders pursuant to the terms of this
Agreement. If the Borrower shall not exercise its option to prepay immediately
then, unless any such Law, regulation or other authority requires otherwise, any
existing Credit Loan shall continue to bear interest at the applicable
Eurodollar Rate Basis until the succeeding Payment Date, and thereafter, shall
bear interest at the sum of (A) the Class A Applicable Margin in the case of the
Class A Notes or the Class B Applicable Margin in the case of the Class B Notes,
plus (B) the lower of (x) the Lenders cost of funds and (y) the prime or
base rate of interest announced by from time to time by Citibank, N.A. If such
Law, regulation, interpretation or other authority requires any existing Credit
Loan bearing interest on a Eurodollar Rate Basis to be converted prior to the
succeeding Payment Date, the Borrower shall pay to the Agent on demand any
required Funding Losses.

(b)     Each Lender will make reasonable efforts and will
take reasonable actions (including, without limitation, the designation of a
different lending office for the Credit Loan) if such efforts and/or actions
will avoid the need for, or reduce the amount of, such compensation and will
not, in the sole opinion of such Lender, be disadvantageous to such Lender.

Section 2.9     Additional Costs and Expenses;
Reserve Charge; Capital Requirements.

(a)     Notwithstanding any other provision of this
Agreement, if after the date hereof the enactment of, change in or change in the
interpretation of any Law (which expression, as used herein, includes statutes,
rules and regulations thereunder and interpretations thereof by any competent
court or by any governmental or other regulatory body or official charged with
the administration or interpretation thereof, and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender (or Credit Support Party) by any central bank or
other fiscal, monetary or other authority, whether or not having the force of
law) shall: (i) subject any Lender (or Credit Support Party) to any tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature with respect
to this Agreement or any Loan Document or with respect to maintaining any Credit
Loan on a Eurodollar Rate Basis (except for Taxes on the overall net income of
such Lender (or Credit Support Party) or any franchise Taxes in lieu thereof);
or (ii) materially change the basis of taxation of payments to any Lender of the
principal of, interest or any other amounts payable by the Borrower while a
Credit Loan is on a Eurodollar Rate Basis; or (iii) impose or increase or render
applicable any special deposit or reserve or similar requirements against assets
held by, or deposits in or for the respective accounts of, or loans (including
the Credit Loan) made by any Lender (or Credit Support Party); or (iv) impose on
any Lender (or Credit Support Party) any other conditions or requirements with
respect to this Agreement, and the result of any of the foregoing is: (A) to
increase the cost to such Lender of maintaining (or agreeing to acquire or
maintain) a Credit Loan on a Eurodollar Rate Basis; or (B) to reduce the amount
of principal, interest or other amount payable to such Lender (or Credit Support
Party) hereunder; or (C) to require such Lender (or Credit Support Party) to
make any payment or to forego any interest or other sum payable hereunder, the
amount of which payment or foregone interest or other sum is calculated by
reference to the gross amount of any sum receivable or deemed received by the
Agent from the Borrower hereunder, then, and in each such case, the Borrower
shall, on the Payment Date following demand made by the Agent (following notice
thereof from the affected Lender (or Credit Support Party) to the Agent) at any
time and from time to time as often as the occasion therefor may arise, pay to
the Agent in accordance with the priority of payments set forth in Section 2.18
hereof such additional amounts as will be sufficient, in the reasonable judgment
of the affected Lender (or Credit Support Party), to compensate such Lender (or
Credit Support Party) for such additional costs, reduction, payment or foregone
interest or other amount; provided, however, that if an affected Lender
(or Credit Support Party) fails to notify the Borrower of such additional costs,
reductions, foregone interest or other amounts within ninety (90) days after
such Lender (or Credit Support Party) obtains actual notice that such amounts
have been or will be incurred, then such Lender (or Credit Support Party) should
only be entitled to payment of such costs, reductions or other amounts incurred
from and after the date 90 days prior to the date on which the affected Lender
(or Credit Support Party) gives such notice, and provided further that,
in lieu of paying such additional fee, the Borrower shall have the option to
prepay immediately the Credit Loan of the affected Lender (or Credit Support
Party) in full (together with accrued interest thereon) without penalty or
premium except for (i) any Funding Losses that may become due and payable as a
consequence of such prepayment, (ii) accrued interest on the principal balance
being prepaid, calculated through the date of such prepayment, and (iii) any
additional amounts or fees payable to each of the Lenders pursuant to the
provisions of this Section 2.9(a) that were not eliminated by virtue of such
prepayment.

(b)     If any Lender (or Credit Support Party) shall have
determined that: (i) the adoption of or change after the date hereof in any Law,
rule, regulation or guideline regarding capital requirements for banks or bank
holding companies, or any change after the date hereof in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or (ii)
compliance by such Lender or its parent bank holding company with any guideline,
request or directive of such entity issued after the date hereof regarding
capital adequacy (whether or not having the force of law) has or would have the
effect of reducing the return on such Lenders or such holding
companys capital as a consequence of any Credit Loan made or agreed to be
made or acquired, by such Lender (or Credit Support Party) pursuant to the terms
of this Agreement or the Loan Documents to a level below that which such Lender
(or Credit Support Party) could have achieved (taking into consideration such
Lenders policies with respect to capital adequacy immediately before such
adoption, change or compliance and assuming that such Lenders (or Credit
Support Party) capital was fully utilized prior to such adoption, change or
compliance) but for such adoption, change or compliance, then (A) such Lender
(or Credit Support Party) shall promptly after its determination of such
occurrence give notice thereof to the Agent, and thereafter the Agent shall
promptly give notice thereof to the Borrower; and (B) the Borrower shall, on the
Payment Date following demand therefore from the Agent, pay to the Agent in
accordance with the priority of payments set forth in Section 2.18 hereof for
the respective account(s) of the affected Lender(s), as an additional fee such
amount as each affected Lender(s) (or Credit Support Party) shall have certified
to the Agent to be the amount that will compensate it for such reduction,
provided that in lieu of paying such additional fee, the Borrower shall
have the option to prepay immediately the Credit Loan in full (together with
accrued interest thereon) without penalty or premium except for (i) any Funding
Losses that may become due and payable as a consequence of such prepayment, (ii)
accrued interest on the principal balance being prepaid, calculated through the
date of such prepayment and (iii) any additional amounts or fees payable to each
of the Lenders pursuant to the provisions of this Section 2.9(b) that were not
eliminated by virtue of such prepayment.

Section 2.10   The Agents or
Lenders Certificates. A certificate signed by the Agent or any
Lender setting forth any additional amount required to be paid by the Borrower
to the Agent pursuant to the provisions of any of Sections 2.8,
2.9 or 2.17 shall be delivered by the Agent to the
Borrower in connection with each demand made at any time upon the Borrower under
any of such sections. Each such certificate shall set forth the nature of the
occurrence giving rise to such compensation, the additional amount or amounts to
be paid to it hereunder and the method by which such amounts were determined,
which may include any reasonable averaging and attribution methods. Each such
certificate shall absent manifest error, be deemed true and correct evidence of
the additional amount required to be paid by the Borrower to the Agent. A claim
by the Agent for all or any part of any additional amount required to be paid by
the Borrower pursuant to the provisions of any of Sections 2.8,
2.9 or 2.17 may be made before and/or after the end
of the Interest Period to which such claim relates or during which such claim
has arisen and before and/or after any repayment or prepayment of any amount
owed hereunder to which such claim relates.

Section 2.11   Subordination of Class B Notes;
Pro Rata Treatment of Notes of Same Class.

(a)     Each Class B Lender agrees that all amounts to
become due to the Class B Lenders pursuant to this Agreement and the other Loan
Documents are subordinated, to the extent set forth in Section 2.18 hereof, to
the amounts owing to the Class A Lenders (each such prior claim, a
Senior Claim), which subordination shall continue until the
holder of such Senior Claim (a Senior Claimant), or the Agent
on its behalf, has received the full cash amount of such Senior Claim. Each
Class B Lender is also obligated to hold for the benefit of the Senior Claimant
any amounts received by such Class B Lender which, under the terms of this
Agreement, should have been paid to or on behalf of the Senior Claimant and to
pay over such amounts to the Agent for application as provided in Section 2.18
hereof. If any Senior Claimant receives any payment in respect of any Senior
Claim which is subsequently invalidated, declared preferential, set aside and/or
required to be repaid to a trustee, receiver or other party, then, to the extent
such payment is so invalidated, declared preferential, set aside and/or required
to be repaid, such Senior Claim shall be revived and continue in full force and
effect, and shall be entitled to the benefits of this Section 2.11(a), all as if
such payment had not been received.

(b)     Except as expressly set forth herein, principal and
interest payments and amounts received in payment of the Class A Notes for any
reason and from any source shall be applied pro rata among the Class A
Lenders in accordance with the proportion of then unpaid Credit Loans made by
each Class A Lender to the Aggregate Class A Note Principal Balance. Except as
expressly set forth herein, principal and interest payments and amounts received
in payment of the Class B Notes for any reason and from any source shall be
applied pro rata among the Class B Lenders in accordance with the
proportion of then unpaid Credit Loans made by each Class B Lender to the
Aggregate Class B Note Principal Balance. All other payments received by the
Agent from, or on behalf of, the Borrower pursuant to the terms of this
Agreement or any other Loan Document (and not otherwise addressed in this
Section 2.11(b)) shall, unless specifically attributable to the Agent or a
Lender or otherwise provided herein, be applied on a pro rata basis among
the Lenders based upon the proportion of outstanding Credit Loans of each Lender
to the Aggregate Note Principal Balance.

Section 2.12   Funding of Credit Loans.
Notwithstanding any provision of this Agreement to the contrary, each Lender
shall be entitled to fund and maintain its funding of all or any part of the
Credit Loan in any manner it sees fit, it being understood, however, that for
purposes of this Agreement, all determinations hereunder shall be made as if
such Lender had actually funded and maintained each Credit Loan made on or
converted to a Eurodollar Rate Basis during the Interest Period for such Credit
Loan through the purchase of deposits having a term corresponding to such
Interest Period and bearing an interest rate equal to the applicable Eurodollar
Rate in the case of a Credit Loan made on a Eurodollar Rate Basis.

Section 2.13   Obligations Several. The rights and
obligations of each Lender hereunder shall be several and not joint, and no
Lenders obligation to lend shall be affected by any other Lenders
failure to make any Credit Loan.

Section 2.14   Replacement of an Affected Lender.
(a) If no Default or Event of Default then exists or is continuing and if (i) as
the result of the application of Section 2.8, the obligation of
one or more (but not all) of the Lenders to permit a Credit Loan to be loaned in
a Eurodollar Rate Basis is suspended for more than thirty (30) days, or (ii) as
the result of the application of
Section 2.9, one or more (but not all) of Lenders which has caused
the Agent to notify the Borrower of increased capital requirements and the
affected Lender(s) are unable to agree on an adjustment to the compensation
payable to such Lender within the specified 30 day period, or (iii) the Borrower
must make a payment pursuant to Section 2.17 with respect to such
Lender, then, in each such case, during a period of thirty (30) days thereafter,
the Borrower, by notice to the Agent, may elect to cause such affected Lender to
assign its interest hereunder and in its Credit Loans to one or more of the
other Lenders (if any such Lender so desires to accept such an assignment), or
to another financial institution selected by the Borrower and acceptable to the
Agent, any such assignment to be effected in accordance with Section
16. Any Lender replaced pursuant to the provisions of this Section
2.14(a) must receive payment from the Assignee of an amount equal to the
outstanding principal of its Credit Loans, accrued interest thereon, accrued
fees and all other amounts (including Funding Losses, if any) payable to it
hereunder and under the other Loan Documents.

(b)     In the event any Lender does not consent (or fails
to respond) to a proposed amendment, modification or waiver to any provision of
this Agreement or any other Loan Document requested by the Borrower (including,
without limitation, any proposed amendment, modification or waiver with respect
to the matters set forth in Section 20 of this Agreement), the Borrower may, at
its sole expense and effort, upon notice to such Lender and the Agent, require
such Lender to transfer and assign, without recourse (in accordance with and
subject to the restrictions contained in Section 16(b)), all of its interests,
rights and obligations under this Loan Agreement to an Assignee that shall
assume such assigned obligations (which Assignee may be another Lender, if a
Lender accepts such assignment); provided that: (i) such replaced Lender
shall have received payment of an amount equal to the outstanding principal of
its Credit Loans, accrued interest thereon, accrued fees and all other amounts
(including Funding Losses, if any) payable to it hereunder and under the other
Loan Documents from the Assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other
amounts), and (ii) such assignment does not conflict with Applicable Law.

Section 2.15   Form and Terms of Payment. All
payments made by the Borrower hereunder in respect of the Credit Loan, including
principal, interest, Funding Losses, and any other obligations of the Borrower,
shall be made to the Agent in accordance with the instructions set forth on
Schedule 4 hereto or such other account as the Agent shall specify.
Promptly upon receipt of each such payment, the Agent shall distribute all such
amounts to the appropriate Lenders. All payments shall be made in immediately
available and freely transferable funds. Any payment due hereunder or under any
other Loan Document that falls due on a day that is not a Business Day shall be
rescheduled to the next succeeding Business Day and interest and fees shall
continue to accrue to such next succeeding Business Day, unless with respect to
a loan on a Eurodollar Rate Basis such Business Day falls in another calendar
month, in which case the date for such payment shall be the immediately
preceding Business Day.

Section 2.16   Funding Losses. The Borrower shall
compensate the Lenders, upon request (which request shall set forth in
reasonable detail the basis for requesting such amounts), for all losses,
expenses and liabilities (including any swap breakage costs, loss or cost
(including interest paid) in liquidating or employing deposits required to fund
or maintain a Credit Loan on a Eurodollar Rate Basis and any interest paid by
the Lenders to lenders of funds borrowed by them to make or carry a Credit Loan
on a Eurodollar Rate Basis) which the Lenders may sustain: (a) if for any reason
a Credit Loan does not occur on a date specified therefor in a Borrowing Notice
due to an act of omission of the Borrower; (b) if any repayment (including
repayments following acceleration of the Obligations due to an Event of Default)
or continuation of any Credit Loan occurs for any reason on a date which is not
the last day of an Interest Period applicable thereto; (c) if any prepayment of
any Credit Loan is not made on any date specified in a notice of prepayment
given by the Borrower; or (d) as a consequence of any failure by the Borrower to
repay a Credit Loan when required by the terms of this Agreement or the Notes
(collectively, Funding Losses). The Borrower shall pay such amount upon
presentation by the affected Lenders of a certificate pursuant to Section
2.10 setting forth the amount and such calculation thereof pursuant
hereto.

Section 2.17   Payments Free and Clear of Taxes.

(a)     All payments of principal, interest, fees and other
amounts under this Agreement, the Notes or any other Loan Document or otherwise
paid or payable to Agent (as used in this Section 2.17,
Payments) shall be made free and clear of, and without deduction by
reason of, Taxes, all of which shall be paid by the Borrower for its own account
not later than the date when due. If the Borrower is required by law or
regulation to deduct or withhold any Taxes from any Payment, it shall: (a) make
such deduction or withholding; (b) pay the amount so deducted or withheld to the
appropriate taxing authority not later than the date when due; (c) deliver to
Agent, promptly and in any event within fifteen (15) days after the date on
which such Taxes become due, original tax receipts and other evidence
satisfactory to Agent of the payment when due of the full amount of such Taxes;
and (d) pay to Agent or the affected Lender forthwith upon any request by Agent
therefor from time to time, such additional amounts as may be necessary so that
each Lender receives, free and clear of all Taxes, the full amount of such
Payment stated to be due under this Agreement, the Notes or any other Loan
Document as if no such deduction or withholding had been made. The Borrower
agrees to indemnify each Lender and the Agent for the full amount of Taxes paid
by such Lender or the Agent, as the case may be, and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto
(except for Taxes on the overall net income of such Lender or the Agent or any
franchise Taxes in lieu thereof) without duplication of any amounts paid by the
Borrower pursuant to Section 2.9(a).

(b)     From time to time, if requested in writing by the
Borrower or the Agent, each Lender listed on the signature pages hereof, and on
or prior to the date on which it becomes a Lender in the case of each other
Lender, organized under the laws of a jurisdiction outside the United States
(but only so long as such Lender remains lawfully able to do so), shall provide
the Borrower and the Agent with (i) United States Internal Revenue Service
(IRS) Form W-8BEN or W-8ECI or any successor form prescribed by the IRS,
certifying that such Lender is entitled to benefits under an income tax treaty
to which the United States is a party which reduces the rate of withholding tax
on payments of interest or certifying that the income receivable pursuant to
this Agreement is effectively connected with the conduct of a trade or business
in the United States, and (ii) any other form or certificate required by any
taxing authority (including any certificate required by Sections 871(h) and
881(c) of the Code), certifying that such Lender is entitled to an exemption
from or a reduced rate of tax on payments pursuant to this Agreement or any of
the other Loan Documents.

(c)     For any period with respect to which a Lender has
failed to provide the Borrower and the Agent with the appropriate form pursuant
to Section 2.17(b) (unless such failure is due to a change in
treaty, law, or regulation occurring subsequent to the date on which a form
originally was required to be provided), such Lender shall not be entitled to
any gross-up of Taxes or indemnification under Section
2.17(a) with respect to Taxes imposed by the United States; provided,
however, that should a Lender, which is otherwise exempt from or subject to a
reduced rate of withholding tax, become subject to Taxes because of its failure
to deliver a form required hereunder, the Borrower shall take such steps as such
Lender shall reasonably request to assist such Lender to recover such Taxes.

Section 2.18   Trust Account.

(a)     On or prior to the Closing Date, the Borrower
established the Trust Account with a bank acceptable to the Agent and the
Majority Lenders, which account shall be under the control (as
defined in the UCC) of the Agent for the benefit of the Lenders. The Borrower
has caused and shall cause the Servicer to deposit in the Trust Account all
Gross Lease Revenue at the times required pursuant to the terms of the Servicing
Agreement. The Borrower has not established and shall not establish any
additional accounts or change the location of the Trust Account without the
prior written consent of the Agent in each instance.

(b)     On each Payment Date, the Agent, based on the
Servicer Report, shall distribute an amount equal to the sum of (1) all Gross
Lease Revenue deposited into the Trust Account during the related Collection
Period, (2) all payments received by the Borrower since the immediately
preceding Payment Date pursuant to all Interest Rate Hedge Agreements then in
effect, (3) any Servicer Advances funded with respect to such Payment Date, (4)
all amounts transferred from the Restricted Cash Account in accordance with the
terms of this Agreement, (5) any capital contributions received by the Borrower
during the related Collection Period, and (6) any earnings on investments in the
Trust Account credited during the related Collection Period (the sum of (1),
(2), (3), (4), (5) and (6), the Distributable Cash Flow), to
the following Persons in the following order of priority, with no payment being
made toward any item unless and until all prior items have been fully satisfied:

(I)     On each Payment Date, if neither an
Early Amortization Event nor an Event of Default shall have occurred and then be
continuing:

| | (i) to the Agent, the Agent Fee then due and payable;
| | -----------------------------------------------------

| | (ii) at any time that Interpool Containers (or an Affiliate) is not the
Servicer, to such replacement Servicer or to such other Person(s) as the
Servicer shall direct, any unpaid Direct Operating Expenses incurred with
respect to the Containers and not reimbursed by the applicable Lessee; provided,
however, that, the aggregate amount payable pursuant to this clause (ii) on any
Payment Date shall not exceed an amount equal to five percent (5%) of the
aggregate amount of all Gross Lease Revenues deposited into the Trust Account
during the immediately preceding Collection Period;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) to the Servicer by wire transfer of immediately available funds, an amount
equal to the sum of (x) Servicing Fee Arrearage, (y) Servicing Fee and (z)
Disposition Fee;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) to the Servicer, by wire transfer of immediately available funds, in
reimbursement of any unpaid Servicer Advances pursuant to the terms of the
Servicing Agreement;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) to the Persons entitled thereto, any Borrower Expenses then due and payable,
provided, that the aggregate amount paid pursuant to this clause (v) in any
calendar year shall not exceed $100,000 in the aggregate;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) to each Interest Rate Hedge Provider, any scheduled payments (other than
termination or breakage payments) owing by the Borrower pursuant to all Interest
Rate Hedge Agreements then in effect;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) to each Class A Lender, on a pro rata basis, by wire transfer of
immediately available funds (to the account that the Class A Lender has
designated to the Agent in writing on or prior to the Business Day immediately
preceding such Payment Date), an amount equal to the sum of (x) the Class A Note
Interest Payment for such Payment Date and any unpaid Class A Note Interest
Payments from all prior Payment Dates and (y) any Commitment Fees for such
Payment Date and any unpaid Commitment Fees from all prior Payment Dates;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) on a pari passu basis: (A) to each Class A Lender, on a pro rata
basis, by wire transfer of immediately available funds (to the account that the
Class A Lender has designated to the Agent in writing on or prior to the
Business Day immediately preceding such Payment Date), one of the following
amounts:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1) | so long as the Revolving Credit Period is continuing, the Class A Asset Base
Deficiency (if any);
| | --- | -------------------------------------------------------------------------------------------------

| | (2) | if the Revolving Credit Period has terminated, the Class A Scheduled Principal
Payment for such Payment Date;
| | --- | -------------------------------------------------------------------------------------------------------------

| | and (B) to each Interest Rate Hedge Provider, all termination and other amounts
then payable by the Borrower under all Interest Rate Hedge Agreements then in
effect (to the extent not paid pursuant to clause (vi) above);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) to the Restricted Cash Account, the amount necessary to make the balance on
deposit therein equal to the Restricted Cash Amount;
| | -------------------------------------------------------------------------------------------------------------------------------------

| | (x) to each Class B Lender, on a pro rata basis, by wire transfer of immediately
available funds (to the account that the Class B Lender has designated to the
Agent in writing on or prior to the Business Day immediately preceding such
Payment Date), an amount equal to the Class B Note Interest Payment for such
Payment Date and any unpaid Class B Note Interest Payments from all prior
Payment Dates;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) to each Class B Lender, on a pro rata basis, by wire transfer of
immediately available funds (to the account that the Class B Lender has
designated to the Agent in writing on or prior to the Business Day immediately
preceding such Payment Date), an amount equal to the Class B Scheduled Principal
Payment for such Payment Date;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) to each Class A Lender, on a pro rata basis, all other amounts payable to
such Class A Lender pursuant to the terms of this Agreement (including any
expense, reimburse and indemnification payments owing by the Borrower amounts
payable pursuant to Sections 2.8, 2.9, 2.16, 2.17 and 14 hereof) or any other
Loan Documents;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii) to each Class B Lender, on a pro rata basis, all other amounts payable to
such Class B Lender pursuant to the terms of this Agreement (including any
expense, reimburse and indemnification payments owing by the Borrower amounts
payable pursuant to Sections 2.8, 2.9, 2.16, 2.17 and 14 hereof) or any other
Loan Documents;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiv) any expense, reimbursement and indemnification payments owed by the
Borrower to its officers and directors pursuant to the terms of this Agreement
or any other Loan Document;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv) to the Servicer, any expense, reimbursement and indemnification payments
owing by the Borrower to the Servicer pursuant to the terms of the Servicing
Agreement; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xvi) any Distributable Cash Flow remaining after all of the payments referred
to in clauses (i) through (xv) above have been paid in full shall be paid to the
Borrower or its designee.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(II)     On each Payment Date, if an
Early Amortization Event shall have occurred and then be continuing but no Event
of Default has occurred and is continuing:

| | (i) to the Agent, any Agent Fee then due and payable;
| | -----------------------------------------------------

| | (ii) at any time that Interpool Containers (or an Affiliate) is not the
Servicer, to such replacement Servicer or to such other Person(s) as the
Servicer shall direct, any unpaid Direct Operating Expenses incurred with
respect to the Container and not reimbursed by the applicable Lessee; provided,
however, that, the aggregate amount payable pursuant to this clause (ii) on any
Payment Date shall not exceed an amount equal to five percent (5%) of the
aggregate amount of all Gross Lease Revenues deposited into the Trust Account
during the immediately preceding Collection Period;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) to the Servicer by wire transfer of immediately available funds, an amount
equal to the sum of (x) Servicing Fee Arrearage, (y) Servicing Fee and (z)
Disposition Fee;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) to the Servicer, by wire transfer of immediately available funds, in
reimbursement of any unpaid Servicer Advances pursuant to the terms of the
Servicing Agreement;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) to the Persons entitled thereto, any Borrower Expenses then due and payable,
provided, that the aggregate amount paid pursuant to this clause (v) in any
calendar year shall not exceed $100,000 in the aggregate;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) to each Interest Rate Hedge Provider, any scheduled payments (other than
termination or breakage payments) owing by the Borrower pursuant to all Interest
Rate Hedge Agreements then in effect;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) to each Class A Lender, on a pro rata basis, by wire transfer of
immediately available funds (to the account that the Class A Lender has
designated to the Agent in writing on or prior to the Business Day immediately
preceding such Payment Date), an amount equal to the sum of (x) the Class A Note
Interest Payment for such Payment Date and any unpaid Class A Note Interest
Payments from all prior Payment Dates and (y) any Commitment Fees for such
Payment Date and any unpaid Commitment Fees from all prior Payment Dates;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) on a pari passu basis, (A) to the Class A Lenders, on a pro rata
basis, the remaining Distributable Cash Flow as a principal payment on the Class
A Notes until the Aggregate Class A Note Principal Balance has been repaid in
full; provided, however, that if only a Designated Early Amortization
Event is then continuing, then the amount payable pursuant to this clause (A)
shall be limited to the sum of (x) the Class A Scheduled Principal Payment for
such Payment Date and (y) the Designated Early Amortization Amount; and (B) to
each Interest Rate Hedge Provider, all termination and other amounts then
payable by the Borrower under all Interest Rate Hedge Agreements then in effect
(to the extent not paid pursuant to clause (vi) above);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) to each Class B Lender, on a pro rata basis, by wire transfer of
immediately available funds (to the account that the Class B Lender has
designated to the Agent in writing on or prior to the Business Day immediately
preceding such Payment Date), an amount equal to the Class B Note Interest
Payment for such Payment Date and any unpaid Class B Note Interest Payments from
all prior Payment Dates;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) to each Class B Lender, on a pro rata basis, the remaining Distributable
Cash Flow as a principal payment on the Class B Notes until the Aggregate Class
B Note Principal Balance has been repaid in full;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) to each Class A Lender, on a pro rata basis, all other amounts payable to
such Class A Lender pursuant to the terms of this Agreement (including any
expense, reimburse and indemnification payments owing by the Borrower amounts
payable pursuant to Sections 2.8, 2.9, 2.16, 2.17 and 14 hereof) or any other
Loan Documents;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) to each Class B Lender, on a pro rata basis, all other amounts payable to
such Class B Lender pursuant to the terms of this Agreement (including any
expense, reimburse and indemnification payments owing by the Borrower amounts
payable pursuant to Sections 2.8, 2.9, 2.16, 2.17 and 14 hereof) or any other
Loan Documents;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii) any expense, reimbursement and indemnification payments owed by the
Borrower to its officers and directors pursuant to the terms of this Agreement
or any other Loan Document;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiv) to the Servicer, any expense, reimbursement and indemnification payments
owing by the Borrower to the Servicer pursuant to the terms of the Servicing
Agreement; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv) to the Borrower or its designee, any remaining Distributable Cash Flow.
| | ----------------------------------------------------------------------------

(III)     On each Payment Date, if an
Event of Default shall have occurred and then be continuing:

| | (i) to the Agent, any Agent Fee then due and payable;
| | -----------------------------------------------------

| | (ii) at any time that Interpool Containers (or an Affiliate) is not the
Servicer, to such replacement Servicer or to such other Person(s) as the
Servicer shall direct, any unpaid Direct Operating Expenses incurred with
respect to the Container and not reimbursed by the applicable Lessee; provided,
however, that, the aggregate amount payable pursuant to this clause (ii) on any
Payment Date shall not exceed an amount equal to five percent (5%) of the
aggregate amount of all Gross Lease Revenues deposited into the Trust Account
during the immediately preceding Collection Period;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) to the Servicer by wire transfer of immediately available funds, an amount
equal to the sum of (x) Servicing Fee Arrearage, (y) Servicing Fee and (z)
Disposition Fee;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) to the Servicer, by wire transfer of immediately available funds, in
reimbursement of any unpaid Servicer Advances pursuant to the terms of the
Servicing Agreement;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) to the Persons entitled thereto, any Borrower Expenses then due and payable,
provided, that the aggregate amount paid pursuant to this clause (v) in any
calendar year shall not exceed $100,000 in the aggregate;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) to each Interest Rate Hedge Provider, any payments (other than termination
or breakage payments) owing by the Borrower pursuant to all Interest Rate Hedge
Agreements then in effect;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) to each Class A Lender, on a pro rata basis, by wire transfer of
immediately available funds (to the account that the Class A Lender has
designated to the Agent in writing on or prior to the Business Day immediately
preceding such Payment Date), an amount equal to the sum of (x) the Class A Note
Interest Payment for such Payment Date and any unpaid Class A Note Interest
Payments from all prior Payment Dates and (y) any Commitment Fees for such
Payment Date and any unpaid Commitment Fees from all prior Payment Dates;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) on a pari passu basis, (A) to the Class A Lenders, on a pro rata
basis, the remaining Distributable Cash Flow as a principal payment on the Class
A Notes until the Aggregate Class A Note Principal Balance has been repaid in
full; and (B) to each Interest Rate Hedge Provider, all termination and other
amounts then payable by the Borrower under all Interest Rate Hedge Agreements
then in effect (to the extent not paid pursuant to clause (vi) above);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) to each Class B Lender, on a pro rata basis, by wire transfer of
immediately available funds (to the account that the Class B Lender has
designated to the Agent in writing on or prior to the Business Day immediately
preceding such Payment Date), an amount equal to the Class B Note Interest
Payment for such Payment Date and any unpaid Class B Note Interest Payments from
all prior Payment Dates;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) to the Class B Lenders, on a pro rata basis, the remaining Distributable
Cash Flow as a principal payment on the Class B Notes until the Aggregate Class
B Note Principal Balance has been paid in full;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) to each Class A Lender, on a pro rata basis, all other amounts payable to
such Class A Lender pursuant to the terms of this Agreement (including any
expense, reimburse and indemnification payments owing by the Borrower amounts
payable pursuant to Sections 2.8, 2.9, 2.16, 2.17 and 14 hereof) or any other
Loan Documents;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) to each Class B Lender, on a pro rata basis, all other amounts payable to
such Class B Lender pursuant to the terms of this Agreement (including any
expense, reimburse and indemnification payments owing by the Borrower amounts
payable pursuant to Sections 2.8, 2.9, 2.16, 2.17 and 14 hereof) or any other
Loan Documents;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii) any expense, reimbursement and indemnification payments owed by the
Borrower to its officers and directors pursuant to the terms of this Agreement
or any other Loan Document;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiv) to the Servicer, any expense, reimbursement and indemnification payments
owing by the Borrower to the Servicer pursuant to the terms of the Servicing
Agreement; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv) to the Borrower or its designee, any remaining Distributable Cash Flow.
| | ----------------------------------------------------------------------------

If the amounts to be distributed on any Payment Date are not
sufficient to make payment in full to the Lenders with respect to any of the
clauses described in Section 2.18(b) above, then payments to Lenders pursuant to
any such clause will be allocated among such Lenders on a pro rata
basis based on the amount payable to each such Lender pursuant to each such
clause.

Section 2.19   Restricted Cash Account.

(a)     The Agent shall establish and maintain in its name
an account which shall be designated the restricted cash account (the
Restricted Cash Account) and which shall be held by the Agent for
the benefit of itself and the Lenders pursuant to this Agreement. The Restricted
Cash Account shall be under the control (as defined in the UCC) of
the Agent for the benefit of the Lenders. Any and all moneys remitted by the
Borrower, or the Servicer on its behalf, to the Restricted Cash Account from the
Trust Account, together with any Eligible Investments in which such moneys are
or will be invested or reinvested, shall be held in the Restricted Cash Account.
No amounts shall be required to be deposited in the Restricted Cash Account on
the Closing Date. Thereafter, amounts shall be deposited into the Restricted
Cash Account in accordance with Section 2.18(b) hereof. Any and all moneys
remitted by the Agent to the Restricted Cash Account shall be invested in
Eligible Investments in accordance with this Agreement and shall be distributed
in accordance with this Section 2.19.

(b)     On each Determination Date, the Agent shall, in
accordance with the Servicer Report, withdraw from the Restricted Cash Account
and remit to the Class A Lenders an amount equal to the excess, if any, of (A)
the aggregate Class A Note Interest Payment payable on such Payment Date, over
(B) amounts then on deposit in the Trust Account (determined after giving effect
to all other deposits to the Trust Account on or prior to such Determination
Date) and available for the payment of such Class A Note Interest Payment in
accordance with the priority of payments set forth in Section 2.18.

(c)     On each Payment Date, the Agent shall apply and
deposit in the Trust Account for distribution in accordance with Section 2.18(b)
of this Agreement, the excess, if any, of (A) amounts then on deposit in the
Restricted Cash Account (after giving effect to any withdrawals therefrom on
such Payment Date) over (B) the Restricted Cash Amount for such Payment Date.

(d)     On earliest to occur of (i) the Payment Date on
which the Aggregate Class A Note Principal Balance has been reduced to zero and
the Commitments of all of the Class A Lenders has been terminated, (ii) the date
on which an Early Amortization Event occurs, (iii) the date on which an Event of
Default occurs and (iv) the Final Maturity Date, any remaining funds in the
Restricted Cash Account shall be deposited in the Trust Account and, be
distributed in accordance with Section 2.18(b) of this Agreement.

Section 2.20   Investments. The Agent may, at its election, invest any cash deposited in
the Trust Account and Restricted Cash Account in Eligible Investments. Each Eligible
Investment (including reinvestment of the income and proceeds of Eligible Investments)
shall, if uncertificated, be registered in the name of the Agent for the benefit of the
Lenders or if certificated be delivered to the Agent, and be held to its maturity and
shall mature not later than the Business Day immediately preceding the next succeeding
Payment Date. Any earnings on Eligible Investments in the Trust Account and Restricted
Cash Account shall be retained in each such account and be distributed in accordance with
the terms of this Agreement.

Section 2.21   Purchase of Class A Notes.

(a)     If either an Early Amortization Event or Event of
Default shall have occurred and then be continuing, any Class B Lender may elect
to purchase all (but not less than all) of the then unpaid Class A Notes then
outstanding, by delivery to the Agent, within thirty (30) days after the notice
referred to in Section 2.21(b) has been given, for deposit into the Trust
Account of an amount equal to the sum of (i) the then unpaid principal balance
of all such Class A Notes, (ii) all accrued but unpaid interest at the interest
rate(s) in effect at that time on the amounts set forth in clause (i), (iii) all
other unpaid outstanding obligations of the Borrower under the Loan Documents
owing to the Class A Lenders and (iv) if such purchase is not made on the last
day of an Interest Period, any Funding Losses resulting from such purchase;
provided, however, that no premium, penalty or other similar amount shall be
payable in connection with such purchase.

(b)     Notice of the exercise of the purchase option
described in Section 2.21(b) shall be given by the related Class B Lender to
each of the Borrower and the Servicer by not later than the Determination Date
prior to the date on which such purchase is to be made. Upon receipt of such
notice, the Agent shall promptly provide each Class A Lender with notice of the
exercise of such purchase option and the Payment Date on which such option shall
be exercised.

|SECTION 3. | REPRESENTATIONS AND WARRANTIES.
|---------- | -------------------------------

Each of the Parent Guarantor and the Borrower, severally as to itself,
represents to the Agent and each of the Lenders that as of the Closing Date and
each subsequent Funding Date:

Section 3.1     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 it or any of its
Subsidiaries owns real property or maintains plants or warehouses, it is either
qualified to do business and in good standing or such qualification can readily
be obtained without substantial penalty; and the failure to qualify in
jurisdictions where the Parent Guarantor or any Subsidiary have not done so will
have no Materially Adverse Effect.

Section 3.2     Corporate Power; Consents;
Absence of Conflict with Other Agreements, Etc.

(a)     The execution, delivery and performance of the Loan
Documents by it 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 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 the Borrower or the Parent
Guarantor is a party or by which any of them or any of their properties are
bound.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)     Each of the Loan Documents executed by it is, and
will be, a valid and legally binding obligation of the Borrower or the Parent
Guarantor, as the case may be, enforceable in accordance with their respective
terms.

(c)     This Agreement and the other Loan Documents have
been duly executed and delivered by the Borrower and the Parent Guarantor, as
the case may be.

Section 3.3     Title to Properties. The
Parent Guarantor and each of its Subsidiaries own all of its respective assets
reflected as such in the consolidated balance sheet of the Parent Guarantor and
its Subsidiaries as at December 31, 2004. Neither the Parent Guarantor nor the
Borrower is insolvent (as defined in Section 101 (29) of Title 11 of the United
States Code or any other applicable Insolvency Law) and will not be rendered so
insolvent as a result of the transactions contemplated hereby or referred to
herein.

Section 3.4     Financial Statements. The
Agent and the Lenders have been furnished with (i) the 2004 Form 10-K and the
Parent Guarantors Consolidated balance sheet as of December 31, 2004, and
its consolidated statements of income, retained earnings and cash flows for the
fiscal year then ended, and related footnotes, audited by KPMG LLP and (ii) the
Form 10-Q of the Parent Guarantor and its Consolidated Subsidiaries as of, and
for the nine months ended, September 30, 2005. Such financial statements have
been prepared in accordance with GAAP applied on a consistent basis throughout
the periods specified and present fairly the financial positions of the Parent
Guarantor 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 the Parent Guarantor, not disclosed in such
financial statements or footnotes that involve a material amount.

Section 3.5     No Material Changes, Etc.
There have occurred no changes in the condition (financial or otherwise),
operations, assets, income, or business of the Parent Guarantor and its
Subsidiaries as shown on or reflected in the 2004 Form 10-K and the Consolidated
balance sheet of the Parent Guarantor and its Subsidiaries as of December 31,
2004, or the Consolidated statements of income and cash flows for the fiscal
year then ended, the effect of which, individually or in the aggregate, could
reasonably be expected to have a Materially Adverse Effect on the Parent
Guarantor and its Subsidiaries taken as a whole.

Section 3.6     Litigation. Except for
those matters disclosed in the financial statements provided to the Agent under
Section 6.4 hereof, there are no actions, suits, proceedings or investigations
of any kind pending or, to its knowledge, threatened, against it or any of its
Subsidiaries before any court, tribunal or administrative agency or board which,
if determined adversely, could reasonably be expected to, either in any case or
in the aggregate, have a Materially Adverse Effect, or materially impair its
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, the Notes or any other Loan Document or
any action taken or to be taken pursuant hereto or thereto.

Section 3.7     No Materially Adverse Contracts,
Etc. Neither it, nor any of its Subsidiaries, is subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule or
regulation which, in the judgment of its officers, has or could reasonably be
expected to have in the future a Materially Adverse Effect.

Section 3.8     Compliance with Other
Instruments, Laws, Etc. (a) Neither it nor any of its Subsidiaries is
violating any provision of its respective charter documents or bylaws or any
agreement or instrument by which it or any of its properties may be bound or any
decree, order, judgment, or, to the knowledge of its officers, any statute,
license, rule or regulation, in a manner which could result in the imposition of
substantial penalties or which could have a Materially Adverse Effect.

(b)     Each of the Parent Guarantor and the Borrower has
obtained all necessary approvals, consents and licenses from the government of
Barbados in order to make all payments of principal and interest on all of the
Notes.

Section 3.9     Tax Status. (a)The Parent
Guarantor and its Subsidiaries (i) other than as set forth in the 2004 Form
10-K, made or filed all Tax returns, reports and declarations required by any
jurisdiction to which any of them are subject, (ii) 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 (iii) 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 the Parent Guarantor or any of its
Subsidiaries by the taxing authority of any jurisdiction, and the officers of
the Borrower and the Parent Guarantor know of no basis for any such claim.

(b)     The Borrower has made all filings necessary in order
to elect pursuant to Section 301.7701-3 of the Code to be either classified as a
partnership or disregarded as an entity separate from Interpool Containers.

Section 3.10   Compliance with ERISA. To the extent
required, the Parent Guarantor, 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 3.11   Environmental Matters.

(a)     To the extent required, the Parent Guarantor and 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 would not have
a Materially Adverse Effect. The Parent Guarantor and 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 would
not have a Material Adverse Effect on the business, financial condition or
operations of the Parent Guarantor 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 the Parent Guarantor, threatened by any governmental or
other entity with respect to any alleged failure by the Parent Guarantor and 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 the Parent Guarantors
knowledge, no material oral or written notification of a release of a Hazardous
Material has been filed by or on behalf of the Parent Guarantor or its
Subsidiaries and no property now or previously owned, leased or used by the
Borrower 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 the Parent Guarantor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 the Parent Guarantor or 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 the Parent Guarantor 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 the Parent Guarantor or 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)     Neither the Parent Guarantor and its Subsidiaries
nor, to the best knowledge of the Parent Guarantor, any previous owner, tenant,
occupant or user of any property owned, leased or used by the Parent Guarantor
and 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 the
Parent Guarantor and its Subsidiaries have any Hazardous Materials migrated from
other properties upon, about or beneath such property, nor, to the best
knowledge of the Parent Guarantor and 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 3.12   No Default.

(a)     No Default or Event of Default has occurred and is
continuing under this Agreement or any other Loan Document including, without
limitation, the Parent Guaranty. No Servicer Default has occurred and is
continuing under the Servicing Agreement.

(b)     Neither the Parent Company nor any of its
Subsidiaries is in default under any Indebtedness.

Section 3.13   Patents, Copyrights, Permits, Trademarks,
Licenses and Leases. The Parent Guarantor and its Subsidiaries each has
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 would result in a Materially Adverse Effect.

Section 3.14   Use of Proceeds. The Borrower will
use proceeds of the Credit Loans made hereunder only as follows: (i) in the case
of the initial Credit Loan to be made on the Closing Date, in accordance with
the statement of sources and uses provided on the Closing Date, (ii) to
refinance existing indebtedness, (iii) to purchase additional Eligible
Containers and/or Eligible Leases and (iv) for other corporate purposes. The
Borrower is the ultimate beneficiary of this Agreement and the Credit Loan to be
received hereunder. 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 U and X of the Board of Governors of the
Federal Reserve System, as amended and the Borrower is not engaged in the
business of extending credit to others for such purpose.

Section 3.15   Capitalization. The Parent Guarantor
owns, directly or indirectly, 100% of the issued and outstanding Voting Stock of
Interpool Limited, free and clear of all liens. Interpool Limited owns
approximately ninety percent (90%) of the issued and outstanding Voting Stock of
Interpool Containers, free and clear of all Liens. The Parent Guarantor owns
that portion of the issued and outstanding Voting Stock of Interpool Containers
not owned by Interpool Limited, free and clear of all Liens. Interpool
Containers owns 100% of the issued and outstanding Voting Stock of the Borrower,
free and clear of all Liens. None of the Parent Guarantor, the Borrower nor
Interpool Containers has issued or granted any options or rights with respect to
the issuance of its Voting Stock or other capital stock which is presently
outstanding.

Section 3.16   Subsidiaries. The Borrower has no
Subsidiaries. The Parent Guarantor has no Subsidiaries other than the Borrower
and the Persons set forth on Schedule 3.16 hereto. All shares of the
Borrower have been validly issued and are fully paid and nonassessable, and no
rights to subscribe to any additional shares have been granted, and no options,
warrants or similar rights are outstanding.

Section 3.17   Holding Company and Investment Company
Acts. None of the Borrower nor the Parent Guarantor 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 is it 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 3.18   Pension Plans. The funding by the
Parent Guarantor and 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. The Parent Guarantor 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; the Parent Guarantor 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 3.19   Disclosure. This Agreement and all
certificates furnished to the Agent and the Lenders by or on behalf of the
Borrower, the Parent Guarantor or any of its Subsidiaries 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 any of
the Borrower, the Parent Guarantor or any of its Subsidiaries which has or is
expected to have a Materially Adverse Effect, except as has been disclosed
previously to the Agent and each Lender in writing.

Section 3.20   Title to Lease and Container. With
respect to each Lease and each Container that becomes subject to the lien of the
Security Agreement, the Borrower will have good and valid legal and beneficial
title to, and shall be the lawful owner of, all such Leases and Containers, free
and clear of all Liens whatsoever, except for Permitted Liens.

Section 3.21   First Lien. Upon the completion of
the actions specified in Schedule 1 to the Security Agreement, the
Security Agreement will create a legal, valid and perfected first Lien on and
first priority security interest in all of the Collateral described therein and
any Proceeds thereof, as security for the Obligations, free and clear of all
other Liens whatsoever except Permitted Liens not of record. No security
agreement, financing statement, equivalent security or lien instrument or
continuation statement covering all or any part of the Collateral which has been
signed by the Borrower or which the Borrower has authorized any other Person to
sign or file or record, is on file or of record with any public office, except
such as may have been filed by, or on behalf of, the Borrower in favor of the
Agent pursuant to the Loan Documents.

Section 3.22   Survival of Representations and Warranties,
Etc. All statements contained in any certificate delivered by or on
behalf of the Borrower and the Parent Guarantor 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 Credit Loan under this Agreement.

Section 3.23   Waiver of Immunity. To the extent
that the Borrower, Parent Guarantor or any of their respective properties is or
becomes entitled at any time to any immunity on the grounds of sovereignty or
otherwise from any legal actions, suits or proceedings, from set-off or
counterclaim, from the jurisdiction or judgment of any competent court, from
service of process, from execution of a judgment, from attachment prior to
judgment, from attachment in aid of execution, or from execution prior to
judgment, or other legal process in any jurisdiction, each of the Borrower and
the Parent Guarantor, for itself and its successors and assigns and its
property, does hereby irrevocably and unconditionally waive, and agrees not to
plead or claim, any such immunity with respect to its obligations, liabilities
or any other matter under or arising out of or in connection with this
Agreement, and each of the other Loan Documents or the subject matter hereof or
thereof, subject, in each case, to the provisions of each of the Loan Documents
and mandatory requirements of applicable law.

Section 3.24   Eligible Leases; Eligible Container.
Each Lease classified as an Eligible Lease and each Container classified as an
Eligible Container on each Asset Base Certificate and Compliance Certificate
delivered pursuant to the terms of this Agreement complies with the definition
of Eligible Lease or Eligible Container, as the case may be, as of the effective
date of each such Asset Base Certificate and Compliance Certificate, as the case
may be.

Section 3.25   Borrowing for Own Benefit. The
Borrower confirms that the Credit Loans will be used for the purposes set forth
in Section 3.14 hereof, and the use of such Credit Loans will comply with all
applicable laws, including money laundering laws.

Section 3.26   Foreign Assets Control Regulations.
None of the requesting or borrowing of any Credit Loan or the use of the
proceeds 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 Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore,
none of the Borrower or its Affiliates (a) is 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) engages or will engage in any
dealings or transactions, or be otherwise associated, with any such
blocked person.

Section 3.27   Debt for Tax. Each of the Parent
Guarantor and the Borrower will treat the obligations evidenced by the Class A
Notes and the Class B Notes as indebtedness for purposes of United States
federal income tax purposes.

Section 3.28   Post Closing Leases. Except as
indicated on Schedule 6 hereto, the Lessee under each Post Closing Lease has
remitted at least one rental payment to either the Seller or the Servicer.

|SECTION 4. | CONDITIONS TO CLOSING ON CLOSING DATE.
|---------- | --------------------------------------

The obligation of the Lenders to enter into this Agreement on the Closing Date,
and to issue their respective Commitments, shall be subject to the prior or
simultaneous satisfaction of the following conditions precedent:

Section 4.1     Request for Funds. The
Borrower shall have given to the Agent (i) a completed Borrowing Notice,
substantially in the form of Exhibit C hereto accompanied by the
attachments specified in the definition thereof, and (ii) a flow of funds
memorandum setting forth the payment instructions with respect to the proceeds
of the Credit Loan.

Section 4.2     Representations and
Warranties. The representations and warranties of the Borrower, the
Parent Guarantor, the Seller and the Servicer contained in
Section 3 and the other Loan Documents in connection herewith on or
after the date hereof shall have been materially correct when made and shall be deemed to
be repeated at and as of the Closing Date, and such representations and warranties shall
be materially correct at and as of such Closing Date.

Section 4.3     Performance; No Default.
Each of the Borrower, the Seller, the Servicer and the Parent Guarantor shall
have performed and complied in all material respects with all terms and
conditions herein or in the other Loan Documents required to be performed or
complied with by it prior to or at the time of the Closing Date, and the
consummation of the transactions on the Closing Date shall not result in (i) a
Default or an Event of Default, (ii) an Early Amortization Event, (iii) a
Servicer Default or (iv) a Class A Asset Base Deficiency.

Section 4.4     Delivery of Officers
Certificate. The Agent and each of the Lenders shall have received an
Officers Certificate dated as of the Closing Date, in form and substance
reasonably satisfactory to the Agent, in which the Borrower shall represent and
warrant to the Lenders that the conditions precedent set forth in
Sections 4.2 and 4.3 were satisfied at and as of the
Closing Date.

Section 4.5     Legality; Consents. The
making of the Credit Loan shall not contravene any Law, regulation, decree or
order binding on the Borrower and all necessary consents in connection with the
transactions contemplated in this Agreement and all other Loan Documents and all
instruments incidental hereto and thereto have been obtained and the Agent, on
behalf of each of the Lenders, shall have received all such certified or copies
of all such instruments and documents as the Agent shall have reasonably
requested.

Section 4.6     Delivery of Loan
Documents. Each of the Loan Documents shall have been duly and properly
authorized, executed and delivered by the respective parties thereto and shall
be in full force and effect on and as of the Closing Date. Executed original
counterparts of each of the Loan Documents, as executed and delivered by the
respective parties thereto, shall have been delivered to the Agent.

Section 4.7     Delivery of Charter and Other
Documents. The Agent, on behalf of the Lenders, shall have received from
each of the Borrower, the Seller, Interpool Limited and the Parent Guarantor
copies, certified by the respective Authorized Officer or assistant secretary of
each to be true and complete as of the Closing Date, of each of (a) its charter
or other incorporation documents as in effect on such date, (b) its by-laws (if
applicable) as in effect on such date, (c) resolutions authorizing its execution
and delivery of each of the Loan Documents to which it is a party, its
performance of all of its agreements and obligations under each of such
documents and the borrowings and other transactions contemplated by this
Agreement, and (d) an incumbency certificate giving the name and bearing a
specimen signature of each individual who shall be authorized to sign, in its
name and on its behalf, each of the Loan Documents to which it is a party, to
make application for the Credit Loan, and to give notices and to take other
action on its behalf under the Loan Documents to which it is a party.

Section 4.8     Opinions of the Borrowers,
Parent Guarantors, Servicers and Interpool Limiteds
Counsel. The Agent and the Lenders, shall have received from Moore &
Van Allen PLLC, U.S. counsel to the Borrower, Oldco, the Seller, the Servicer,
Interpool Limited and the Parent Guarantor, a favorable opinion, substantially
in the form of Exhibit E, from Lex Caribbean, Barbados counsel to
the Borrower, Oldco, the Seller, the Servicer and the Parent Guarantor, a
favorable opinion, substantially in the form of Exhibit F, each
opinion addressed to the Agent and the Lenders and dated the Closing Date. Such
opinion letters shall also state that (i) the Borrower is not an entity taxable
as a corporation under U.S. federal tax law, and (ii) in the event of the
bankruptcy of any of the Seller, the Servicer, or the Parent Guarantor under
either the United States Bankruptcy Code or The Companies Act of Barbados, (A)
the Borrower will not be substantively consolidated with any of the
Seller, the Servicer or the Parent Guarantor and (B) the transfer of the Leases
and Substitute Leases and Containers and Substitute Containers by the Seller to
the Borrower on each Transfer Date pursuant to the terms of the Contribution and
Sale Agreement will not be recharacterized as a loan secured by such equipment
and leases.

Section 4.9     Security Documents.
Subject only to the execution of this Agreement, the application or delivery of
the proceeds of the Credit Loan hereunder, and the release of a Lien to be
discharged with the proceeds of the Credit Loan, the Security Documents and the
UCC Financing Statements and other documents in respect thereto (or amendments
to existing filings) as necessary to enable the Agent to perfect a legal, valid
and enforceable first-priority security interest in all of the Collateral, shall
have been duly executed by the Borrower and the Parent Guarantor, as the case
may be, and duly filed or recorded, as applicable, in all appropriate fling
offices or other locations necessary for the perfection of such security
interests, subject only to Permitted Liens not of record, and all other actions
necessary for the perfection of such interests shall have been completed to the
satisfaction of the Agent and its counsel.

Section 4.10   Proceedings and Documents. All
proceedings in connection with the transactions contemplated by this Agreement
and all documents incident thereto shall be reasonably satisfactory in substance
and in form to the Lenders and the Agent and the Agents special counsel,
and the Agent, on behalf of the Lenders, and such counsel shall have received
all information and such counterpart originals or certified or other copies of
such documents as the Lenders, the Agent or such counsel may reasonably request.

Section 4.11   Compliance Certificate. The Agent
and each of the Lenders shall have received a Certificate, substantially in the
form of Exhibit H (a Compliance Certificate), duly executed by an
Authorized Officer of the Borrower.

Section 4.12   No Material Adverse Changes,
Etc. No event shall have occurred or shall result after giving effect to
the funding contemplated hereunder that may cause a Materially Adverse Effect.
There shall not have occurred any material adverse change, including in
governmental regulations, and other Laws or policies, affecting any of the
Parent Guarantor, the Servicer or the Borrower.

Section 4.13   Evidence of Insurance. Evidence of
insurance maintained by, or on behalf of, the Borrower evidencing compliance
with the requirements of Section 6.8, and naming the Agent, on
behalf of the Lenders, as loss payee (with respect to casualty insurance) and
the Agent and each Lender as an additional insured (with respect to liability
insurance), and stating that such insurance shall not be canceled or revised
without at least 30 days prior written notice by the insurer to the Agent.

Section 4.14   Litigation. There shall be no
actions, suits or proceedings pending or, to either the Parent Guarantors
or its Subsidiaries knowledge, threatened against either the Parent
Guarantor or its Subsidiaries or which could be reasonably be expected to have a
Materially Adverse Effect, except for those actions, suits or proceedings that
are disclosed in the 2004 Form 10K and the Form 10-Q of the Parent Guarantor and
its Consolidated Subsidiaries as of, and for the nine months ended, September
30, 2005.

Section 4.15   Fees. The Borrower shall have paid
the fee referred to in Section 2.6.

Section 4.16   No Defaults; Absence of Material Adverse
Change. (a) No Default, Event of Default, Early Amortization Event,
Guarantor Event of Default or Servicer Default shall have occurred and then be
continuing or would result from the execution and delivery of the Loan
Documents.

(b)     No material and adverse change in the financial
condition or business prospects of any of the Parent Guarantor, the Borrower or
any of their respective Subsidiaries shall have occurred.

Section 4.17   Lockbox Agreement and Intercreditor
Agreement. The Agent shall have received executed versions of the
Intercreditor Agreement and the Intercreditor Joinder Agreements.

Section 4.18   Availability of Funding. No event or
condition shall exist which, in the reasonable opinion of the Agent or any
Lender, makes it illegal or impractical for any Lender to enter into commitments
or Credit Loans denominated in Dollars or to purchase Dollar denominated
commitments reasonably necessary to make or maintain its commitments herein.

Section 4.19   [Reserved]

Section 4.20   Officer Certificate. A certificate,
dated the Closing Date, signed by an Authorized Officer of each of the Parent
Guarantor and the Borrower to the effect that the Borrower has good title to the
Collateral, free and clear of all Liens other than Permitted Liens not of
record.

Section 4.21   Eligible Leases. On or prior to the
Closing Date, the Agent, on behalf of the Lender, shall have received (i) the
original counterpart of each Lease (other than the Post Closing Leases and the
Stamping Leases and the Leases set forth on schedule 4.21) included in the
calculation of the Maximum Asset Base that constitutes chattel
paper, and (ii) a photocopy of the original counterpart of each Stamping
Lease marked with the legend set forth in Section 4.8 of the Security Agreement.

Section 4.22   Solvency Certificate. The chief
financial officer or acting chief financial officer of each of the Parent
Guarantor, Interpool Containers, Interpool Limited and the Borrower, dated the
Closing Date, shall have delivered to the Agent a certificate certifying as to
the solvency of each such entity.

Section 4.23   CAI Notice of Assignment. On or
prior to the Closing Date the Agent shall have received an originally executed
Notice of Assignment from CAI, substantially in the form of Exhibit D
hereto.

Section 4.24   Container Management System. An
officer of the Servicer shall have delivered to the Agent a certificate setting
forth the various software systems used by the Servicer in the operation of its
container management system.

Section 4.25   Repayment of Indebtedness. The
Parent Guarantor and the Borrower shall have made arrangements satisfactory to
the Agent and all of the Lenders for the repayment in full of all Indebtedness,
and termination of all funding commitments under, the Third Amended and Restated
Credit Agreement, dated as of March 15, 2005, among Oldco, the Parent Guarantor,
Fortis Bank (Nederland) N.V., as agent, and the financial institutions named as
lenders therein.

Section 4.26   Asset Conveyances. The Parent Guarantor and
the Borrower shall have provided documentation and other evidence satisfactory
to the Agent and all of the Lenders with respect to each of the following:

(a)     the transfer by Oldco to Interpool Containers of all
of Oldcos assets and the release of all liens on such assets;

(b)     the transfer by Interpool Limited to Interpool
Containers of substantially all of the container management and servicing assets
(including, without limitation, the employees and management information
systems) of Interpool Limited.

Section 4.27   Tax Opinion. The Agent and the Lenders shall
have received a copy of an opinion letter of Akin Gump, in form and substance
satisfactory to each such Person, regarding the United States and Barbados tax
treatment of the repatriation of earnings from Interpool Limited to the Parent
Guarantor.

|SECTION 5. | CONDITIONS TO EACH FUNDING DATE.
|---------- | --------------------------------

The obligations of each Lender to make a Credit Loan on each Funding Date shall
be subject to the satisfaction prior to or at and as of each Funding Date of the
following conditions precedent:

Section 5.1     
Representations and Warranties. Each of the representations and
warranties of the Parent Guarantor, the Servicer and the Borrower contained in
this Agreement, the Loan Documents or in any document or instrument delivered
pursuant to or in connection with this Agreement or the Loan Documents shall be
true as of the date as of which they were made and shall also be true at and as
of such Funding Date, with the same effect as if made at and as of that time
(except to the extent of changes resulting from transactions contemplated or
permitted by this Agreement and changes occurring in the ordinary course of
business which singly or in the aggregate shall not have a Materially Adverse
Effect and except to the extent that such representations and warranties relate
expressly to an earlier date).

Section 5.2      No Default;
Expiration of Revolving Credit Period. (a) On such Funding Date, there
shall exist no Default, Event of Default, Early Amortization Event, Guarantor
Event of Default or a Servicer Default, nor shall the making of such Funding
result in a Default, Event of Default, Early Amortization Event, Guarantor Event
of Default or a Servicer Default.

(b)      With respect to
each Credit Loan to be made by a Class A Lender, the Revolving Credit Period
shall not have expired.

(c)      With respect to
each Credit Loan to be made by a Class B Lender, the Funding Date shall not be
later than December 31, 2005, in aggregate, and there have been not more than
two (2) Credit Loans made by each Class B Lender.

Section 5.3      Compliance
Certificate. The Agent shall have received (i) a Borrowing Notice at the
times and in the form required pursuant to Section 2.1 hereof and (ii) a
Certificate, substantially in the form of ExhibitH (a Compliance
Certificate), duly executed by an Authorized Officer of the Borrower showing
in reasonable detail all of the following: (a) that the Aggregate Class A Note
Principal Balance (after giving effect to the requesting Credit Loan) does not
exceed the Class A Asset Base, and (b) that the Aggregate Note Principal Balance
(after giving effect to the requested Credit Loan) does not exceed the Maximum
Asset Base.

Section 5.4      Security
Documents.  Subject only to the release of a Lien to be
discharged with the proceeds of such Credit Loan (for which the Agent shall have
received a payout letter), all actions shall have been taken to enable the Agent
to perfect a legal, valid and enforceable first-priority security interest in
all of the Eligible Leases and/or Eligible Containers to be acquired with the
proceeds of such Credit Loan.

Section 5.5      Copies of Purchase
Documentation, Invoices, Bills of Sale and Other Title
Documents.  With respect to any Containers for which the
manufacturer thereof is owed any payment thereon, the Agent shall have received,
at the request of the Agent, (A) copies of purchase documentation, invoices,
conditional bills of sale and/or releases with respect to (i) that portion of
the Eligible Containers for which the Lenders will pay the purchase price
therefore directly to the applicable manufacturer, (B) such other documentation
as the Agent or any Lender may request to establish the then Fair Market Value
and Net Book Value of each such Container, (C) wire transfer directions for each
of the manufacturers of the Containers setting forth the locations to which the
Agent and the Lenders should remit payment of the invoices referred to in clause
(A), and (D) written authorization from the Borrower to remit all or a portion
of the Credit Loan proceeds in satisfaction of the unpaid invoices referred to
in clause (A) above.

SECTION 6.      AFFIRMATIVE
COVENANTS.

Each
of the Parent Guarantor and the Borrower (except as expressly noted below)
covenant and agree that, so long as any amounts are owing with respect to the
Notes or otherwise pursuant to this Agreement or the Commitments (or any portion
thereof) remain in effect, the Parent Guarantor and the Borrower shall, and to
the extent applicable, shall cause each of their Subsidiaries to:

Section 6.1      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 6.2      Location of
Office.  Maintain its chief executive office and principal
place of business at (A) in the case of the Parent Guarantor, 211 College Road
East, Princeton, New Jersey 08540, and (B) in the case of the Borrower, Worthing
Corporate Center, Worthing Main Road, Christ Church, Barbados, or, in either
case, at such other address as the Borrower shall designate in a notice to the
Agent at least sixty (60) days prior to the effective date of such relocation.

Section 6.3      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 Containers and Gross Lease
Revenues on a per unit basis, enabling the Parent Guarantor, the Servicer and
the Borrower at all times to identify the same by owner and lender/lienholder.

Section 6.4      Financial Statements,
Certificates and Information.  Furnish to the Agent:

(a)      [Reserved];

(b)      Commencing with
the fiscal year ending December 31, 2005, as soon as practicable and, in any
event, within one hundred twenty (120) days after the end of each subsequent
fiscal year (or, with respect to CAI, upon the request of the Agent, but only so
long as CAI is subservicer of any of the Containers) of each of CAI, the Parent
Guarantor and the Borrower, consolidated balance sheets of each of CAI, the
Parent Guarantor, the Borrower and their Subsidiaries, as at the end of such
fiscal year, and consolidated statements of income, cash flows and retained
earnings of each of CAI, the Parent Guarantor, the Borrower and its Subsidiaries
for the fiscal year then ended, each setting forth in comparative form the
figures for the previous fiscal year, all in reasonable detail, prepared in
accordance with generally accepted accounting principles consistently applied
(except, in the case of any such financial statements of the Borrower, such
financial statements will exclude the impact of any allocated purchase price
resulting from the acquisition of containers by the Borrower or any Affiliate of
the Borrower from another Affiliate of the Borrower), accompanied by, in the
case of CAI and the Parent Guarantor, a report and opinion of KPMG LLP (or such
other independent certified public accountants of nationally recognized standing
as are reasonably acceptable to the Lenders), which report and opinion shall
have been prepared in accordance with generally accepted auditing standards and
shall be unqualified as to going concern status, scope of audit or
conformity with GAAP;

(c)      Commencing with
the fiscal year ending December 31, 2005, as soon as practicable and, in any
event, within sixty (60) days after the end of each of the first three fiscal
quarters in each fiscal year (or, with respect to CAI, upon the request of the
Agent, but only so long as CAI is subservicer of any of the Containers) of CAI,
the Parent Guarantor and the Borrower consolidated balance sheets of CAI, the
Parent Guarantor, the Borrower and their Subsidiaries as at the end of such
fiscal quarter, and consolidated statements of income and reconciliation of
surplus of CAI, the Parent Guarantor, the Borrower and their Subsidiaries for
the portion of the fiscal year then ended, all in reasonable detail, prepared in
accordance with generally accepted accounting principles consistently applied
(except, in the case of any such financial statements of the Borrower, such
financial statements will exclude the impact of any allocated purchase price
resulting from the acquisition of containers by the Borrower or any Affiliate of
the Borrower from another Affiliate of the Borrower), except for the lack of
footnotes thereto, and certified by the principal financial or principal
accounting officer of CAI, the Parent Guarantor or the Borrower, as the case may
be, but subject to normal, recurring year-end adjustments;

(d)      Concurrently
with the delivery of (i) each financial statement pursuant to paragraphs (b) and
(c) of this Section 6.4, a certificate substantially in the form
of Exhibit H(a Compliance Certificate), signed on behalf
of the Borrower by its principal financial or principal accounting officer, and
(ii) each financial statement of the Parent Guarantor pursuant to paragraph (b)
of this Section 6.4, a copy of the certification with respect to financial
statements filed by the chief executive officer and chief financial officer of
the Parent Guarantor in compliance with the Sarbanes-Oxley Act;

(e)      Promptly upon
receipt thereof, copies of all management letters of substance and other reports
of substance which are submitted to the Borrower or the Parent Guarantor by
their accountants in connection with any annual or interim audit of the books of
the Borrower or the Parent Guarantor made by such accountants;

(f)      Promptly upon
their becoming available, copies of such other financial statements and reports,
if any, as the Borrower and/or the Parent Guarantor 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;

(g)      If and when the
Borrower and/or the Parent Guarantor gives or is 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;

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

(i)      With reasonable
promptness, such other data as the Agent or any of the Lenders may reasonably
request.

Section 6.5      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 and
regulations wherever its business is conducted, (b) the provisions of its
charter documents or by-laws, 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 will not
result. The Borrower will comply with its obligations set forth in Section 5.9
of the Security Agreement.

Section 6.6      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 the Parent Guarantor 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 the Parent Guarantor
or 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; provided, further that any proceedings of the type described in the
proviso above could not (A) reasonably be expected to subject the Agent or any
Lender to any civil or criminal penalty or liability, or (B) involve any
significant risk of material loss, sale or forfeiture of all, or any material
portion of, the Collateral.

Section 6.7      Maintenance of Property.
The Borrower shall:

(a)      keep, or cause
to be kept, all of its Containers in good repair and working order (but in no
event in less than the condition as is customary in the container leasing
industry), and make, or cause to be made, all needful and proper repairs,
replacements, additions and improvements thereto as are necessary for the
conduct of its business, and in order to maintain the Containers in accordance
with manufacturers instructions and in as good an operating condition as
when originally delivered, reasonable wear and tear and causes beyond the
Borrowers control excepted;

(b)      at all times
use, or cause to be used, the Container in accordance with good operating
practices and shall at all times comply with all loading limitations, handling
procedures and operating instructions prescribed by the manufacturer and the
Agent or any Lender, which include but are not limited to the latest applicable
regulations and recommendations of the International Organization of
Standardization as well as any applicable local regulations, and prevent usage
which may damage or shorten the life of the Container including, without
limitation, excessive impact and unbalanced loading;

(c)      not knowingly
use the Containers for storage of transportation of contraband or of goods which
may damage the Container including, without limitation, unprotected corrosive
substances, poorly secured materials, or bulk commodities which may corrode,
oxidize, severely dent, puncture, contaminate, stain or damage the Containers;

(d)      cause the
Containers to be identified by appropriate lettering and numbering, which the
Borrower agrees not to change or obliterate, except at the written request of
the Agent or any Lender; the Borrower may, however, add other markings as may be
requested by a Lessee in accordance with the terms of the related Lease;

(e)     
comply, or cause to be complied, with the International Convention for Safe
Containers (CSC) in all respects including, without limitation, plating,
maintenance, examination, re-examination and marking with re-examination dates
of such Container, such examination, or re-examination, shall be performed in
accordance with the rules and regulations for the Safety Approval of Cargo
Containers of the United States Department of Transportation.

Section 6.8     
Insurance.  (a) Promptly effect and maintain, or cause to
be effected and maintained by each Lessee, with financially sound and reputable companies
satisfactory to the Agent or, consistent with the Servicing Standard, by such Lessee
pursuant to a self-insurance program, insurance policies: (i) insuring such Containers
against loss by fire, explosion, theft or such other casualties as are usually insured
against companies engaged in the same or a similar business and with coverage, and with
respect to any Container in an amount at least equal to the Net Book Value or Finance
Lease Value, as applicable, of such Container, and (ii) insuring the Borrower against
liability for personal injury and property damage liability, caused by, or relating to,
such Container or its use, with such levels of coverage and deductibles that are customary
with industry standards. The Agent and the Lenders reserve the right (but shall not have
the obligation) to obtain (i) at Borrowers expense, insurance with respect to any or
all of the foregoing risks if the Borrower shall fail to obtain such coverage in the
specified amounts, and (ii) at the Lenders expense, additional insurance on its own
behalf with respect to any or all of the foregoing risks (or any other risk). All
insurance maintained by the Borrower for loss or damage of the Containers shall provide
that losses, if any, shall be payable to Agent, for the benefit of the Lenders, or its
designee as sole loss payee and Borrower shall utilize its best efforts to have all checks
relating to any such losses delivered promptly to Agent, for the benefit of the Lenders,
or such other person designated by the Agent. The Agent and each Lender shall be named as
an additional insured with respect to all such liability insurance maintained by, or on
behalf of, the Borrower. Borrower shall pay the premiums with respect to all such
insurance and deliver to Agent evidence satisfactory to Agent of such insurance coverage.
The Borrower shall cause to be provided to Agent, not less than fifteen (15) days prior to
the scheduled expiration or lapse of such insurance coverage, evidence satisfactory to
Agent of renewal or replacement coverage. Each insurer shall agree, by endorsement upon
the policy or policies issued by it or by independent instrument furnished to Agent, that
(i) it will give each additional insured and the loss payee thirty (30) days prior
written notice of the effective date of any material alteration, cancellation or
non-renewal of such policy; (ii) the interest of any named additional insurance or loss
payee other than Borrower shall not be invalidated by any actions, inactions, breach of
warranty or conditions or negligence of Borrower or any other person with respect to such
policy or policies and (iii) it will permit the Agent and/or the Lender(s) to make
payments to effect the continuation of coverage upon notice of cancellation due to
nonpayment of premium.

(b)      Maintain with
financially sound and reputable insurance companies insurance on all other
properties and assets in at least such amounts and against at least such risks
as are usually insured against in the same general area as that in which the
Borrower is located and by companies engaged in the same or similar businesses.

Section 6.9      Inspection of Properties
and Books.  Permit the Agent or any Lender, or any of their
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, a Servicer Default, Early Amortization Event (other
than as a result of clauses (h) and (i) thereof) 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 Containers (subject to any lessees
right to quiet enjoyment therein) and properties of the Borrower and the Parent
Guarantor; (b) examine and make copies of and take abstracts from the books and
records of the Borrower and the Parent Guarantor, including Container purchase
orders and purchase agreements; and (c) discuss the affairs, finances and
accounts of the Borrower and the Parent Guarantor with their appropriate
officers, employees and accountants. The Borrower shall pay for the reasonable
out-of-pocket cost and expense (including, inter alia, travel) of the Agent and,
in the case of clause (ii) below, each Lender in conducting (i) one (1)
such inspection per calendar year, so long as no Default, Servicer Default,
Early Amortization Event or Event of Default has occurred or is then continuing
and (ii) all such inspections, if a Default, a Servicer Default, Early
Amortization Event or an Event of Default has occurred and is then continuing;
provided, however, that the Agent, each Lender and their duly authorized
representatives, attorneys and accountants shall use reasonable commercial
efforts to share information with one another and otherwise cooperate with one
another to limit the number of audits per annum and minimize the expenses
incurred by the Servicer in connection with any audits or inspections hereunder.

Section 6.10      Licenses and
Permits.  Cause all Containers which, under applicable Law, is
required to be registered, to be properly registered in the name of the
Borrower. If at any time while any of the Notes are outstanding or the
Commitments (or any portion thereof) remain in effect, any authorization,
consent, approval, permit or license from any Governmental Authority shall
become necessary or required in order that the Borrower may fulfill any of its
obligations hereunder, the 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 6.11      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 the Parent Guarantor or
any of its Subsidiaries before any court, tribunal or administrative-agency or
board in an amount in excess of $3,000,000, or which, if adversely determined,
would be reasonably likely, either in any case or in the aggregate, to have a
Material Adverse Effect or materially impair the right of the Parent Guarantor
and its Subsidiaries considered as a whole, or the Borrower considered
individually, to carry on their respective businesses substantially as now
conducted, or which question the validity of this Agreement, any Note or the
Security Documents or any action taken or to be taken pursuant hereto or
thereto.

Section 6.12      Further
Assurances.  Cooperate with the Agent and the Lenders and take
such further actions and execute such further instruments and agreements as the
Agent may reasonably request to carry out to the Lenders satisfaction the
transactions contemplated by this Agreement and the other Loan Documents.

Section 6.13      Pension
Plans.  To the extent applicable, the Parent Guarantor and its
Subsidiaries shall:

(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 6.14      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 the Parent
Guarantor or its Subsidiaries or any if the introduction thereof reasonably
could be expected to have a Materially Adverse Effect and (b) the initiation of
any action, suit, proceeding, investigation or regulatory action against the
Parent Guarantor or any of its Subsidiary or in connection with any such
facility relating to any Release of Hazardous Materials if 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 the Parent Guarantor or any of its Subsidiaries in
connection with either the presence of Hazardous Materials at any facility owned
or operated by the Parent Guarantor or any of its Subsidiaries or any other
environmental matter relating to such facility, and (b) all reports, notices,
and correspondence transmitted to the Parent Guarantor or 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 the Parent Guarantor or its Subsidiaries uses or stores
or that a lessee of the Parent Guarantor or its Subsidiaries uses, stores or
transports in the ordinary course of its business and in compliance with all
applicable Laws, keep all of its properties or assets free of Hazardous
Materials. The Parent Guarantor and its Subsidiaries shall comply with and use
its best efforts to ensure compliance by all tenants and subtenants with all
Environmental Laws and all 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. The Parent Guarantor and 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 its properties
or assets as required by all applicable Laws, except as such laws, ordinances,
rules, regulations, orders or directives may be contested by the Parent
Guarantor 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, each Credit Support Party
(to the extent they have funded a Credit Loan previously held by a Conduit
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 such 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 the Parent Guarantor or 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 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 6.15      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 6.16      Notice of
Default.  Promptly, upon becoming aware thereof, give written
notice to the Agent of: (a) the occurrence of any Default, Servicer Default or
Event of Default, (b) any litigation or proceeding affecting the Parent
Guarantor or any of its Subsidiaries or any of their properties or assets which,
if adversely determined, might have a Materially Adverse Effect, (c) any dispute
between the Parent Guarantor or any of its Subsidiaries and any Governmental
Authority that would be reasonably expected to materially interfere with their
normal business operations, and (d) any Materially Adverse Effect.

Section 6.17      OFAC.The Borrower shall ensure that no item of Container pledged as Collateral
pursuant to the terms of the Security Agreement 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 6.18      Possession of Eligible
Container. The Borrower will at all times maintain possession of the
Eligible Containers, except (i) for such time as such Eligible Containers 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 6.19      Interest Rate Hedge
Agreements. (a) The Borrower will, by not later than the dates set forth
in Section 6.19(b) hereof, enter into and thereafter maintain (or will cause to
be entered into and maintained) Interest Rate Hedge Agreements with Eligible
Interest Rate Hedge Providers to hedge its exposure to Finance Leases and Term
Leases. The notional balances of any Interest Rate Hedge Agreements entered into
with respect to Finance Leases shall amortize in a manner consistent with the
remaining rental payment on such Finance Leases. The notional balance of all
Interest Rate Hedge Agreements entered into with respect to Term Leases shall
amortize at an annual rate reasonably consistent with the depreciation rate
associated with the Containers then subject to such Term Leases. The required
notional balances of such Interest Rate Hedge Agreements shall be as follows
(the Hedging Requirements):

| | (i)      with respect to
Finance Leases, at least ninety percent (90%) and not more than one hundred
percent (100%) of the portion of the Aggregate Note Principal Balance which
finances the Finance Leases. The portion of the Aggregate Note Principal Balance
which finances the Finance Leases is determined by the product of (A) the sum of
the Aggregate Finance Lease Value and (B) 75.00% (if the Aggregate Class B Note
Principal Balance has been reduced to zero) or ninety percent (90%) (if the
Aggregate Class B Note Principal Balance is greater than zero);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)      with respect to
Term Leases, at least seventy percent (70%) and not more than one hundred
percent (100%) of the portion of the Aggregate Note Principal Balance which
finances the Term Leases. The portion of the Aggregate Note Principal Balance
which finances the Term Leases is determined by the product of (A) the sum of
the Aggregate Net Book Value and (B) 75.00% (if the Aggregate Class B Note
Principal Balance has been reduced to zero) or ninety percent (90%) (if the
Aggregate Class B Note Principal Balance is greater than zero).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)      Upon the
acquisition by the Borrower of either a Finance Lease or a Term Leases, then,
within thirty (30) days after the date of such acquisition, the Borrower shall
enter into additional Interest Rate Hedge Agreements in a notional amount such
that, after giving effect thereto, the Hedging Requirements will be satisfied;
provided, however, that with respect to those Finance Leases and/or Term Leases
acquired by the Borrower during the period commencing on the Closing Date to and
including April 20, 2006, the Borrower shall not be required to comply with the
Hedging Requirements until the close of business on April 20, 2006 (without
giving effect to the thirty (30) day period set forth in Section 6.19(a) above).

(c)       If the Borrower
or Servicer, on behalf of Borrower, fails to maintain the Hedging Requirements,
the Agent shall have the right, in its sole discretion to direct the Agent, to
enter into Interest Rate Hedge Agreements, caps or collars on the
Borrowers behalf. In the event the Agent enters into an Interest Rate
Hedge Agreement on the Borrowers behalf, the Agent shall promptly send a
copy of any such agreement to the Borrower and may provide the Agent and
Servicer with a written direction to deposit in the Trust Account certain
amounts to purchase, or reimburse the Agent or a third party for purchase, such
Interest Rate Hedge Agreement.

(d)       As additional
security hereunder, the Borrower hereby assigns to the Agent all right, title
and interest of the Borrower under each Interest Rate Hedge Agreement,
including, but not limited to, all present and future amounts payable by an
Interest Rate Hedge Provider to the Borrower under or in connection with such
Interest Rate Hedge Agreement. The Borrower acknowledges that, as a result of
such assignment, the Borrower may not, without the prior written consent of the
Agent, exercise any rights under any Interest Rate Hedge Agreement that could
reasonably be expected to have a materially adversely effect on the rights of
the Agent and Lenders hereunder, as assignee of the Borrowers rights
under such Interest Rate Hedge Agreement; provided that nothing herein shall
have the effect of releasing the Borrower from any of its obligations under an
Interest Rate Hedge Agreement or be construed as requiring the consent of the
Agent, any Lender or third party beneficiary hereunder for the performance of
the Borrowers obligations thereunder.

(e)       The Borrower
shall enter into each Interest Rate Hedge Agreement only with an Eligible
Interest Rate Hedge Provider. Each Interest Rate Hedge Agreement shall provide
that if the Eligible Interest Rate Hedge Provider or any party providing credit
support on its behalf suffers an Interest Rate Hedge Provider Minimum Rating
Downgrade Event, the Interest Rate Hedge Provider will be required to post,
within ten (10) Business Days of such Interest Rate Hedge Provider Minimum
Rating Downgrade Event, collateral set forth in the applicable Interest Rate
Hedge Agreement and execute a Credit Support Annex in connection
therewith. Failure to post collateral within such time shall constitute a
termination event under the terms of the applicable Interest Rate Hedge
Agreement. Such Interest Rate Hedge Provider may transfer (at its own cost),
with the cooperation of the Borrower and the Servicer, all of its rights and
obligations under its Interest Rate Hedge Agreement to an Eligible Interest Rate
Hedge Provider in accordance with the terms of its Interest Rate Hedge
Agreement. Each Interest Rate Hedge Agreement shall also provide that if the
Interest Rate Hedge Provider (or any party providing credit support identified
in the Interest Rate Hedge Agreement or any credit support annex thereto on its
behalf) suffers an Interest Rate Hedge Provider Required Rating Downgrade Event,
such Interest Rate Hedge Provider will be required to transfer (at its own cost)
all of its rights and obligations under its Interest Rate Hedge Agreement to an
Eligible Interest Rate Hedge Provider not later than thirty (30) Business Days
after the occurrence of the Interest Rate Hedge Provider Required Rating
Downgrade Event. Upon the occurrence of an Interest Rate Hedge Provider Required
Rating Downgrade Event, the Agent shall have the right to direct the Borrower to
terminate the applicable Interest Rate Hedge Agreement. The Borrower may, with
the prior written consent of the Agent, or shall, at the direction of the
Administrative Agent, terminate the Interest Rate Hedge Agreement and
simultaneously enter into a replacement Interest Rate Hedge Agreement in the
event the Interest Rate Hedge Provider fails to post collateral or transfer its
rights and interests under the Interest Rate Hedge Agreement in accordance with
the terms of the Interest Rate Hedge Agreement.

(f)       The Agent
shall, promptly after any downgrade for which the Interest Rate Hedge Provider
is required to post collateral, establish a single segregated trust account
(with separate subaccounts for each financial institution acting as an Interest
Rate Hedge Provider) in the name of the Agent (collectively, the
Counterparty Collateral Account), which shall be held in trust in
the name of the Agent for the benefit of itself and the Lenders and over which
the Agent shall have exclusive control and the sole right of withdrawal.
Notwithstanding anything to the contrary in this section, investment earnings on
amounts held in the Counterparty Collateral Account shall be remitted to the
applicable Interest Rate Hedge Provider upon its written request and its
representation that the request is in accordance with the terms of the
applicable Interest Rate Hedge Agreement. The Agent shall deposit all collateral
received from an Interest Rate Hedge Provider under an Interest Rate Hedge
Agreement in the Counterparty Collateral Account. Any and all funds at any time
on deposit in, or otherwise held to the credit of, the Counterparty Collateral
Account shall be held in trust by the Agent for the benefit of the secured
parties under this Agreement. The only permitted withdrawal from or application
of funds on deposit in, or otherwise to the credit of the Counterparty
Collateral Account shall be (i) for application to obligations of the applicable
Interest Rate Hedge Provider to the Borrower under its Interest Rate Hedge
Agreement, if such Interest Rate Hedge Agreement becomes subject to early
termination, or (ii) to return collateral or investment earnings to such
Interest Rate Hedge Provider when and as required by such Interest Rate Hedge
Agreement. The Agent shall take all actions necessary to return collateral to
any Interest Rate Hedge Provider as described in the preceding sentence
including, without limitation, issuance of entitlement orders to any Securities
Intermediary (as defined in the UCC). No actions taken under this Section 6.19
shall be at the expense of the Agent.

(g)       All payments
received from an Interest Rate Hedge Provider shall be deposited by the Borrower
directly into the Trust Account and distributed in accordance with Section
2.18(b) hereof.

(h)       Any notional
reductions shall be effected over all outstanding transactions under Interest
Rate Hedge Agreements then in effect on a pro rata basis pursuant to the
terms of the Interest Rate Hedge Agreements.

Notwithstanding anything to the contrary contained herein,
Fortis Capital Corp., in its individual capacity on behalf of itself and its
Affiliates, hereby agrees that any Interest Rate Hedge Agreement entered into by
such Person with respect hereto shall be fully assignable by the Borrower upon
the termination of the Security Agreement and the lien created thereunder;
provided, however, that, after giving effect to such assignment, all of
the following conditions shall be satisfied: (i) the Interest Rate Hedge
Provider shall be secured by the Containers and Related Assets, (ii) the amount
of collateral supporting the obligations to the Interest Rate Hedge Provider
shall not be materially less than the amount of collateral hereunder, (iii) the
priority of payments (whether in a securitization or a secured lending facility)
to the Interest Rate Hedge Provider (both in terms of scheduled payments and
termination payments) shall be on substantially the same terms as the priority
of payments provided for hereunder and (iv) the Interest Rate Hedge
Providers rights and remedies under any successor transaction document
shall not be materially less than the rights and remedies granted hereunder.

Section 6.20      UNIDROIT
Convention. The Borrower shall comply with the terms and provisions of
the UNIDROIT Convention on International Interests in Mobile Goods or any other
internationally recognized system for recording interests in or liens against
shipping containers at the time that such convention is adopted by the container
leasing industry.

Section 6.21      Separate
Identity. The Borrower will be operated, or will cause itself to be
operated, so that the Borrower will not be substantively
consolidated or other analogous theory under any applicable Insolvency Law
with the Parent Guarantor, the Seller, the Servicer or any of their Affiliates.

Section 6.22      Investment
Company. The Borrower will conduct its operations in a manner which will
not subject it to registration as an investment company under the
Investment Company Act of 1940, as amended.

Section 6.23      United States Tax
Election. The Borrower shall make an election pursuant to Section
301.7701-3 of the Code to be either classified as a partnership or disregarded
as an entity separate from its owner.

Section 6.24      Independent
Quotaholder. All of the common quotas of the Borrower will be owned by
an Independent Person.

Section 6.25     
Intercreditor Delivery. The Borrower and Parent Guarantor shall
use their commercially reasonable efforts to cause each lender to Servicer (to
the extent any such indebtedness is secured by containers for which remittances
are sent to the Lockbox Account), Interpool Limited and their Affiliates to
execute a joinder to the Intercreditor and Lockbox Administration Agreement.

Section 6.26      Tax Elections and
Filings. To the extent that the proceeds of any Credit Loan will be used
to fund, in whole or in part, a direct or indirect dividend or distribution to
Interpool Inc. or any of its Affiliates for which the Parent Guarantor or any of
its Affiliates, as the case may be, has made an election pursuant to Section 965
of the Code with respect to such distribution, each of the Borrower and the
Parent Guarantor hereby covenant and agree that:

| | (1) | Such dividend or distribution will be
invested in the United States pursuant to a domestic reinvestment plan (a
Plan) that:
| | --- | -----------------------------------------------------------------------------------------------------------------------------

| | (A) | has been approved by the president and chief executive officer of the Parent
               Guarantor before the payment of such dividend and has been approved by the board
               of directors of the Parent Guarantor; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | provides for the reinvestment of such dividend in the United States for one of
               the permitted purposes set forth in Section 965(b)(4)(B) of the Code.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Any dividend or distribution to the Parent Guarantor of the type described in
               clause (1) above will be reinvested in the United States for one or more of the
               purposes specified in the Plan.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The Parent Guarantor will elect to apply Section 965 of the Code to its taxable
               year ending December 31, 2005 by filing IRS Form 8895 with its timely-filed tax
               return.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | The Parent Guarantor will abide by all reporting and documentation requirements
               described in section 8.02 of Notice 2005-10, 2005-6 IRB 474, issued on January
               13, 2005.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 6.27      Post Closing
Lease. (a) The Borrower shall deliver to the Agent, by not later than
April 30, 2006, the executed original counterpart of each Post Closing Lease or,
if not delivered by such date, exclude such Post Closing Lease and the related
Containers from the calculation of the Class A Asset Base, the Class B Asset
Base and the Maximum Asset Base.

(b)      With respect to
each Post Closing Lease for which neither the Seller nor the Servicer has
received at least one rental payment from the related Lessee as of the Closing
Date, the Borrower shall exclude such Post Closing Lease and the related
Containers from the calculation of the Class A Asset Base, the Class B Asset
Base and the Maximum Asset Base if such first rental payment, or an executed
original counterpart of such Post Closing Lease has not been received by
February 21, 2006 or such Post Closing Lease shall otherwise be classified as a
Defaulted Lease.

SECTION 7.      NEGATIVE COVENANTS.

Each
of the Borrower and the Parent Guarantor (except as expressly set forth below)
severally covenant and agree that, so long as any amounts are owing with respect
to the Notes or otherwise pursuant to this Agreement or the Commitments (or any
portion thereof) remain in effect, the Borrower and the Parent Guarantor 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 7.1     
Liens.  Create, incur, assume or permit to exist any
Liens on the Collateral, except Permitted Liens.

Section 7.2      Maximum Funded Debt to
Tangible Net Worth.  At the end of each fiscal quarter
(measured on the basis of the most recent financial statements delivered
pursuant to Section 6.4 hereof), permit the ratio of the Parent Guarantors
(i) Funded Debt to (ii) Tangible Net Worth, to exceed the ratio of 4.0 to 1.

Section 7.3      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 6.4
hereof), permit the Parent Guarantors Tangible Net Worth to be less than
Three Hundred Million Dollars ($300,000,000).

Section 7.4      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 6.4 hereof),
permit the Parent Guarantors 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 7.5      Additional Financial
Covenants.  If on or after the Closing Date, the Parent
Guarantor or any of its Subsidiaries either incur additional Indebtedness, or
amend the documentation for any Indebtedness outstanding on the Closing Date, so
as to either (i) incorporate additional financial covenants, or (ii) amend
covenants of the type set forth in Section 7.2, 7.3 or 7.4 hereof in such a way
as to make such covenant more restrictive, then the Borrower shall promptly (but
in no event later than ten (10) Business Days thereafter) notify the Agent and
each Lender of such occurrence. If the Majority Lenders so elect, then such
revised and/or additional 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
financial covenants.

Section 7.6     
Distributions.

(a)      The Borrower
shall not make any Distributions so long as a Default, an Early Amortization
Event or an Event of Default has occurred and is continuing or would occur after
giving effect to such Distribution.

(b)      The Parent
Guarantor shall cause each of Interpool Containers and Interpool Limited to not
make any Distributions to their respective shareholders (including Distributions
to the Parent Guarantor with respect to any preference shares owned by the
Parent Guarantor) for the period commencing on December 31, 2005 and ending on
the date on which the Aggregate Class B Note Principal Balance has been reduced
to zero.

(c)      The Parent
Guarantor shall not make any Distributions or make tender offers to its
shareholders with the proceeds of any Credit Loan made with respect to the Class
B Notes.

Section 7.7      Merger, Consolidation or
Sale of Assets, Etc.  (a) None of the Borrower, the Parent
Guarantor or any Subsidiary of the Parent Guarantor shall 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, the
following actions shall be permitted to the extent that the Borrower is not a
party thereto: (A) the merger or consolidation of a Subsidiary (other than the
Borrower) into the Parent Guarantor, or (B) the merger of any Subsidiary (other
than the Borrower) into any other Subsidiary (other than the Borrower) or (C)
any consolidation or merger of the Parent Guarantor for which all of the
following conditions precedent are satisfied:

| | (i)      if the Parent
Guarantor 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) shall execute and deliver to the Agent and each
Lender (x) an agreement in form and substance reasonably satisfactory to the
Lessor containing an assumption by such Successor of the due and punctual
performance of each covenant and condition of the Parent Guarantor under this
Agreement and the Parent Guaranty and (y) an opinion of counsel as to the due
execution, delivery and enforceability of such agreement;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)      immediately
after giving effect to such transaction, no Default or Event of Default
(including no breach of the financial covenants set forth in Section 7.2, 7.3,
7.4 or 7.5 hereof) shall have occurred and be continuing, and the Successor
shall have delivered an officers certificate to such effect;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)      the relevant
Successor is, in the reasonable opinion of each of the Lenders, at least of the
same creditworthiness as the Parent Guarantor 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
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

(b)     The Borrower shall not
sell, lease or otherwise dispose of its assets except for (i) sales and
dispositions made in accordance with the provisions of Section 7.12 hereof and
(ii) leases of Container entered into the ordinary course of business;
provided, however, that the lease of all, or substantially all, of the
Containers by the Borrower to an Affiliate of the Parent Guarantor or to a
single Lessee will violate this Section 7.12(b).

(c)     So long as CAI is
subservicer, the Parent Guarantor and its Subsidiaries shall not dispose of its
investment in CAI as in effect on the Closing Date without the prior written
consent of the Agent (acting at the direction of all of the Lenders), such
consent not to be unreasonably withheld. Notwithstanding the foregoing, nothing
in this Agreement shall prevent the Parent Guarantor or any Subsidiary from
selling or disposing of investments (other than the stock of or other ownership
interests in CAI), including, securities which are margin securities
or margin stock, as such terms are used in Regulations U and X of
the Board of Governors of the Federal Reserve System, for fair value in bona
fide transactions.

(d)     The Parent Guarantor
shall at all times directly or indirectly own all of the issued and outstanding
Voting Stock of the Seller and shall directly or indirectly exercise a
controlling influence over the composition of the board of directors of the
Seller or otherwise over the management or policies of the Seller.

(e)     The Parent Guarantor
shall cause Interpool Containers Limited to not sell, convey, transfer or pledge
any of the Voting Stock of the Borrower (or any beneficial or other interest
therein) without the prior written consent of the Agent (acting at the direction
of the Majority Lenders) in each instance.

Section 7.8      [Reserved].

Section 7.9     
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 the Parent Guarantor
or any of its Subsidiaries pursuant to Section 4068 of ERISA.

Section 7.10      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 7.11     
Transactions with Affiliates.  The Borrower will not
enter into or permit to exist, directly or indirectly, any transaction with any
Affiliate of the Parent Guarantor or any Subsidiary thereof, 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 7.12     
Dispositions of Collateral.  The Borrower shall not
sell, transfer, exchange or otherwise dispose of any of the Collateral, except:

| | (i)      in connection
with a sale pursuant to Section 8 hereof;
| | ----------------------------------------------------------------

| | (ii)      in connection
with a repurchase or substitution pursuant to Sections 3.03, 3.04 or 3.05 of the
Contribution and Sale Agreement (and, in connection with any such substitution,
subject to the limitations set forth in the Contribution and Sale Agreement);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)      sales of
Containers for sales proceeds of not less than the sum of the Net Book Values of
the Containers that were sold, regardless of whether an Early Amortization
Event, a Default or 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, (x) the proceeds of such disposition are deposited into the Trust Account,
and (y) after giving effect to such sale or disposition, the Aggregate Note
Principal Balance will not exceed the Maximum Asset Base (calculated after
giving effect to all principal payments made in connection with such sale);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)      sales of
Containers in the ordinary course of business (including any such sales
resulting from the sell/repair decision of the Servicer) regardless of the sales
proceeds realized from such sales so long as a Default, Event of Default or
Early Amortization Event is not then continuing or would result from such sale
of Containers; provided that, (x) the proceeds of such disposition are deposited
into the Trust Account, and (y) after giving effect to such sale or disposition,
the Aggregate Note Principal Balance will not exceed the Maximum Asset Base
(calculated after giving effect to all principal payments made in connection
with such sale);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)      if an Early
Amortization Event is then continuing or would result from such sale of
Containers, sales of Containers in the normal course of business (including any
such sales resulting from the sell/repair decision of the Servicer) so long as
the sum of the Net Book Values of all Containers that were sold for less than
Net Book Value during the four (4) immediately preceding Collection Periods
shall not exceed an amount equal to the product of (x) five percent (5%) and (y)
an amount equal to the quotient of (i) the sum of the aggregate Net Book Values
as of the last day of each of the four (4) immediately preceding Collection
Periods, divided by (ii) four (4); provided that, (x) the proceeds of such
disposition are deposited into the Trust Account, and (y) after giving effect to
such sale or disposition, the Aggregate Note Principal Balance will not exceed
the Maximum Asset Base; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)      sales,
transfers or exchanges for which the Agent, acting at the direction of the
Majority Lenders, shall have given its prior written consent.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Section 7.13      Other
Indebtedness. The Borrower shall not contract for, create, incur, assume
or suffer to exist any Indebtedness except (i) any Notes issued pursuant to this
Agreement, (ii) obligations incurred pursuant to the terms of the Loan
Documents, (iii) trade payables and expense accruals incurred in the ordinary
course and which are incidental to the purposes permitted pursuant to the
Borrowers charter documents and (iv) Interest Rate Hedge Agreements
required or permitted pursuant to the terms of Section 6.19 hereof.

Section 7.14      Charter
Documents. The Borrower will not amend or modify its memorandum of
association or by-laws without the prior written consent of the Agent, acting at
the direction of the Majority Lenders, in each instance.

Section 7.15      Capital
Expenditures. The Borrower will not make any expenditure (by long-term
or operating lease or otherwise) for capital assets (both realty and
personalty), except for capital improvements to the containers in the ordinary
course of its business and in accordance with the Servicing Agreement.

Section 7.16      Permitted
Activities. The Borrower will not engage in any activity or enter into
any transaction except as permitted (i) under its articles of organization as in
effect on the date on which this Agreement is executed and (ii) pursuant to the
terms of the Loan Documents.

Section 7.17      United States Tax
Election. The Borrower shall not elect to be classified as an
association under Section 301.7701-3 of the Code.

Section 7.18      Amendment to or Waiver
of Loan Documents. The Borrower will not, except as expressly authorized
therein, amend, modify or waive any of its rights under the provisions of any
Loan Document without the prior written consent of the Agent in each instance;
provided, however, the Intercreditor Agreement may be amended from time to time
without the consent of the Agent or any Lender in accordance with the provisions
thereof in order to add additional owners and Lenders thereto.

Section 7.19      CAI Agreement.
So long as CAI is a Subservicer of any of the Containers, the Borrower shall not
amend, modify or waive any provision of, or default under, the CAI Agreement
without the prior written consent of the Agent (acting at the direction of the
Majority Lenders) in each instance, such consent not to be unreasonably withheld
or delayed.

SECTION 8.      EVENTS OF DEFAULT.

The
occurrence and continuation of any of the following events shall be Events of
Default (or, if the giving of notice or lapse of time or both is required, then prior
to such notice and/or lapse of time, the occurrence of such events shall be
Defaults):

(a)      if the Borrower
shall default in the payment (A) on any Payment Date of the Class A Note
Interest Payment payable on such date (after giving effect to any draws on the
Restricted Cash Account), or (B) on the Final Maturity Date of the then unpaid
principal balance of, and accrued interest on, any Note due on such date and all
other amounts owing to such Noteholders pursuant to the terms of the Loan
Documents, and, if such failure results solely from an administrative failure
(other than by the Borrower) in wiring such payments, such condition continues
unremedied for two (2) Business Days; or

(b)      if the Parent
Guarantor or the Borrower, as the case may be, shall default in the performance
of or compliance with any of the covenants or agreements contained in
Section 6.21, Section 6.24, Section
7.1 (for Liens in respect of Collateral representing 2% or more of the
Class A Asset Base), Section 7.2, Section 7.3,
Section 7.4, Section 7.6, Section 7.7,
Section 7.12, Section 7.13, or Section
7.14; or

(c)      if the Parent
Guarantor or the Borrower shall default in any material respect in the
performance of or compliance with any term contained in Section
6.8, Section 6.22, Section 6.25,
Section 7.1 (except as otherwise provided for in this Section 8),
Section 7.10,
Section 7.11 or Section 7.16 and such default shall
not have been remedied within ten (10) Business Days after notice thereof shall
have been given to the Borrower by the Agent or any Lender; or

(d)      if the Parent
Guarantor or the 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 8), 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 earlier to occur of (A) the date on which an
officer of the Parent Guarantor or the Borrower has actual knowledge thereof and
(B) the date on which notice thereof shall have been sent to the Borrower by the
Agent or any Lender; provided, however, that an additional thirty (30)
days grace period shall be available for defaults already subject to remedial
action during the initial grace period; or

(e)      if any
representation or warranty made by any of the Parent Guarantor or the Borrower
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 which could reasonably be
expected to materially and adversely affects the Agent or the Lenders and, if
such breach is capable of cure, such inaccuracy continues unremedied for a
period of thirty (30) days after the earlier to occur of (A) the date that any
officer of the Parent Guarantor or the Borrower, as the case may be, has
knowledge of such inaccuracy or (B) the date on which written notice thereof
requiring the same to be remedied shall have been given to the Parent Guarantor
or the Borrower, as the case may be, by the Agent or any Lender; provided,
however, that an additional thirty (30) day grace period shall be available
for defaults already subject to remedial action during the initial grace period;
provided, further, that the representations and warranties set forth in
Sections 3.1, 3.2, 3.3, 3.12, 3.15, 3.20 and 3.21 of this Agreement shall
not have the benefit of the thirty (30) day cure set forth above; or

(f)      the occurrence
of either of the following:

| | (A) | (i) a default by the Parent Guarantor 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), (ii) the Parent
Guarantor shall have notice or actual knowledge of such default and (iii) either
(A) the holder(s) of such Indebtedness have exercised remedies against the
obligor (including limiting borrowings or advances) or have caused the Parent
Guarantor to retain or employ a restructuring or crisis manager or specialist
(other than the Parent Guarantors independent public accountants or
financial advisors) or (B) such default shall not have been (x) cured or (y)
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; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | (i) any default by the Parent Guarantor 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, (ii) the Parent Guarantor shall have notice or actual
knowledge of such default and (iii) either (A) the holder(s) of such
Indebtedness have exercised remedies against the Parent Guarantor (including
limiting borrowings or advances for more than fifteen (15) Business Days) or
have caused the Parent Guarantor to retain or employ a restructuring or crisis
manager or specialist (other than the Parent Guarantors independent public
accountants or financial advisors), or B) such default shall not have been (x)
cured or (y) 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; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(g)      if the Borrower
or the Parent Guarantor shall (i) fail to pay its debts generally as the same
shall become due, or (ii) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee, liquidator or similar
official of itself or of all or a substantial part of its property, (iii) be
generally not paying its debts as such debts become due, (iv) make a general
assignment for the benefit of its creditors, (v) commence a voluntary case under
the Federal Bankruptcy Code (as now or hereafter in effect), (vi) take any
action or commence any case or proceeding under any law relating to bankruptcy,
insolvency, reorganization, winding-up or composition or adjustment of debts, or
any other law providing for the relief of debtors, (including, without
limitation, any Insolvency Law (as now or hereafter in effect)), (vii) fail to
contest in a timely or appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Federal Bankruptcy
Code or other law, (viii) take any action under the laws of its jurisdiction of
incorporation or organization similar to any of the foregoing, or (ix) take any
corporate action for the purpose of effecting any of the foregoing;
or

(h)      if a proceeding
or case shall be commenced, without the application or consent of the Borrower
or the Parent Guarantor in any court of competent jurisdiction, seeking (i) the
liquidation, reorganization, dissolution, winding up, or composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets, or (iii) similar relief in respect of it, under any law relating to
bankruptcy, insolvency, reorganization, winding-up or composition or adjustment
of debts or any other law providing for the relief of debtors (including,
without limitation, any Insolvency Law (as now or hereafter in effect)), and
such proceeding or case shall continue undismissed, or unstayed and in effect,
for a period of sixty (60) days; or if an order for relief shall be entered in
an involuntary case under the Federal Bankruptcy Code, against the Parent
Guarantor or the Borrower; or if action under the laws of the jurisdiction of
incorporation or organization of the Parent Guarantor or any of its Subsidiaries
similar to any of the foregoing shall be taken with respect to the Borrower or
any such Subsidiary and shall continue unstayed and in effect for any period of
sixty (60) days; or

(i)      if a judgment or
order for the payment of money shall be entered against the Parent Guarantor or
any of its Subsidiaries (including the Borrower) by any court, or if a warrant
of attachment or execution or similar process shall be issued or levied against
property of the Parent Guarantor or any such Subsidiary, that in the aggregate
exceeds $5,000,000 in value and such judgment, order, warrant or process shall
continue undischarged, unsatisfied or unstayed for sixty (60) days; or

(j)      if the Parent
Guarantor or any member of the Controlled Group shall fail to pay when due an
amount or amounts aggregating in excess of $3,000,000 that it shall have become
liable to pay to the PBGC or to a Plan under Title IV of ERISA; or if notice of
intent to terminate a Plan or Plans in a distress situation under
Section 4041(c) of ERISA shall be filed under Title IV of ERISA by the Parent
Guarantor, any member of the Controlled Group, any plan administrator or any
combination of the foregoing; or if any of such Persons files a notice of intent
to terminate a Plan or Plans pursuant to a standard termination that
qualifies as such due to an agreement by the Borrower of any member of the
Controlled Group to contribute additional amounts to such Plan or Plans; or if
the PBGC shall institute proceedings under Title IV of ERISA to terminate or to
cause a trustee to be appointed to administer any such, Plan or Plans or a
proceeding shall be instituted by a fiduciary of any such Plan or Plans against
the Parent Guarantor and such proceedings shall not have been dismissed within
thirty (30) days thereafter; or if a condition shall exist by reason of which
the PBGC would be entitled to obtain a decree adjudicating that any such Plan or
Plans must be terminated; or

(k)      if any of the
Loan Documents shall for any reason cease to be in full force and effect in all
material respects; or

(l)      a Change of
Control shall occur without the consent of the Agent and the Majority Lenders;
or

(m)      all of the
following shall have occurred: (A) a Servicer Default shall have occurred; (B)
the Agent, acting at the direction of the Majority Lenders, shall have elected
to terminate the Servicer; and (C) a replacement servicer shall have not assumed
(or have been prohibited from assuming the obligations of the Servicer), despite
the commercially reasonable efforts of the Agent to locate and qualify a
replacement Servicer, the obligations of the Servicer within one hundred twenty
(120) days thereafter; or

(n)      the Borrower is
required to register as an investment company within the meaning of
the Investment Company Act of 1940, as amended; or

(o)      a Class A
Default Level Asset Base Deficiency continues unremedied for thirty (30) days;
or

(p)      a default in the
payment of any Agent Fees then due and payable, and the continuation of such
default for more than three (3) Business Days after such amounts shall have
become due and payable; or

(q)      the failure of
the Agent to have a first priority perfected security interest in the Collateral
(excluding Permitted Liens) for an amount in excess of $500,000, unless cured or
waived by the Agent within fifteen (15) days; or

(r)      the Parent
Guaranty shall be repudiated by the Parent Guarantor or otherwise terminated
(except in accordance with its terms) or rendered unenforceable prior to its
scheduled expiration or termination date; or

(s)      the Aggregate
Note Principal Balance exceeds the Maximum Asset Base on any Payment Date.

SECTION 9.      REMEDIES.

(a)      Upon the
occurrence of an Event of Default of a kind described in Sections
8(g) and (h), any unused Commitments shall automatically
terminate and the then unpaid principal balance of, and accrued interest on, all
Notes and all other amounts then payable hereunder, if not already due, shall
immediately become and be due and payable, all without demand or notice to the
Borrower or other formalities, all of which are hereby expressly waived by the
Borrower.

(b)      Upon the
occurrence of an Event of Default which is not of a kind described in
Sections 8(g) and (h), the Agent may, with the
consent of the Majority Lenders, or shall, upon the request of the Majority
Lenders, by notice to the Borrower, terminate any unused Commitments and declare
the then unpaid principal balance of, and accrued interest on, all Notes (or any
portion thereof) and all other amounts owing to the Lenders and the Agent under
this Agreement and the other Loan Documents (or any portion thereof) to be due
and payable forthwith.

(c)      In the event the
maturity of the Credit Loan shall have been accelerated pursuant to the
foregoing Sections 9(a) or 9(b), the Borrower will
cause the Gross Lease Revenue paid from and after such time to be paid directly
to the Agent under the Security Agreement, for the benefit of the Lenders and
the Agent.

(d)      Subject to the
other limitations contained in this Section 9 concerning the
exercise of remedies, any Lender or the Agent may proceed to protect its rights
by action at law, suit in equity or by any other appropriate measures, whether
for specific performance of any covenant or agreement contained herein or in any
other Loan Document and if the then unpaid principal balance of, and accrued
interest on, all Notes (or any portion thereof) and shall have become due, by
declaration or otherwise, to proceed to enforce the payment thereof or to
enforce any other legal or equitable right of such Person.

(e)      Upon the consent
of the Majority Lenders, the Agent may, or, upon the request of the Majority
Lenders, the Agent shall, subject in each case to Section 13.7,
proceed to enforce the rights of the Lenders and/or the Agent, and the Lenders
may direct the Agent to enforce the provisions of the Loan Documents authorizing
the sale or disposition of all or any of the property included in the Collateral
and, in its discretion, to exercise all or any of the other legal or equitable
rights or remedies which the Agent may have when the Agent shall have become
entitled to exercise remedies pursuant to the Loan Documents.

(f)      If the Agent
shall exercise any or all available remedies pursuant to the terms of any Loan
Document, all moneys received by the Agent from the exercise of such remedies
and any other moneys at the time in the possession of the Agent and available
for distribution to the Lenders and/or the Agent shall be applied by the Agent
in the following manner:

first, in or toward the payment of amounts
owing to the Agent (excluding any amounts payable to Fortis Capital Corp. in its
capacity as a Lender) for fees and disbursements paid or owing by the Agent to
third parties for which the Agent is entitled to reimbursement or
indemnification pursuant to this Agreement; provided, however, that the
aggregate amount paid to the Agent pursuant to this clause first shall
not exceed $75,000 in any calendar year without the prior consent of the
Majority Lenders;

second,
in or toward the reimbursement of amounts expended by each of the Lenders in accordance
with the provisions of Section 13.7 of this Agreement; and

third, in or toward the payment of the amounts
set forth in clause (III) of Section 2.18(b) hereof.

(g)      This Agreement
and each other Loan Document may be enforced against the Borrower and the Parent
Guarantor by the Agent as agent of each of the Lenders, if so instructed,
without the necessity of joining any or all of them as parties in the
enforcement proceedings.

(h)      All of the
amounts to be paid to the Agent by the Borrower pursuant to Section
9(c) and all interest and other amounts accrued thereon, shall be held
as cash security in a cash collateral account (the Cash Collateral
Account), to be applied upon the Agents becoming entitled to
exercise remedies pursuant to any of the Loan Documents, for the benefit of the
Lenders and the Agent, against the Obligations in such manner as shall be
provided in Section 9(f) of this Agreement or in such other
provisions of this Agreement as may be applicable or as the Agent shall
otherwise, with the consent of the Majority Lenders, determine. The Cash
Collateral Account shall be maintained in the name of, and under the sole
dominion and control of, the Agent, and the Borrower hereby pledges to the
Agent, for the benefit of the Lenders, and grants to the Agent, for the benefit
of the Lenders a security interest in, as security for the Obligations, any such
Cash Collateral Account and all amounts from time to time held therein,
including all interest and other amounts accrued thereon.

(i)      As a separate
stipulation independent from anything else herein contained, the Agent is hereby
authorized, without notice to or any consent of the Borrower and without
prejudice to any other right or remedy which the Agent might have from time to
time or at any time or times while an Event of Default exists, without
restrictions, to debit all or any of the Cash Collateral Account and
appropriate, set-off or apply all or any part of the sums standing to the credit
thereto towards the payment or discharge of any of the Obligations in accordance
with the provisions of Section 9(f) hereof, and for the purposes of such
appropriation or application, to transfer the whole or any part of the sums
standing to the credit of the Cash Collateral Account to any of the offices of
the Agent in any country whatsoever.

(j)      The arrangements
regarding all of or any part of the Cash Collateral Account shall not constitute
a debt of the Agent due or payable to the Borrower and, accordingly, the
Borrower shall at no time be entitled to withdraw any sum standing to its credit
in the Cash Collateral Account until all of the Obligations have been paid in
full.

(k)      The Agent shall
be permitted to invest from time to time any amounts on deposit in the Cash
Collateral Account in certificates of deposit of prime commercial banks (having
a maturity of fewer than 30 days). Upon the request of the Borrower, such
amounts may be invested in other securities issued by any commercial bank
acceptable to Majority Lenders in the ordinary course of its business;
provided that all actions shall have been taken, and all such documents
in form and substance reasonably satisfactory to the Agent, including an opinion
of counsel, shall have been delivered to the Agent as it, in its sole
discretion, shall deem reasonably necessary or advisable in order to assure the
Agent that it, on behalf of the Lenders, shall have a duly perfected,
first-priority lien, charge and security interest in and to such securities and
the proceeds thereof.

SECTION 10.      NOTICE
AND WAIVERS OF DEFAULT.

Section 10.1      Notice of
Default.  If any Lender shall give any notice or take any
other action in respect of a claimed Default (whether or not constituting an
Event of Default) under this Agreement, the Borrower shall forthwith give
written notice thereof to the Agent, describing the notice or action and the
nature of the claimed Default.

Section 10.2      Waivers of
Default.  Any Default or Event of Default may be waived as
provided in Section 20. The Agent shall notify the Borrower in writing of
any waiver granted hereunder. Any Default or Event of Default so waived shall be
deemed to have been cured and to be not continuing and to not have occurred for
purposes of the Loan Documents, and upon such waiver the Borrower, and each of
the Lenders shall be restored to their respective positions prior to the
existence of the Default or Event of Default, whether or not acceleration of the
maturity of the Notes shall have occurred pursuant to
Section 9. No such waiver shall extend to or affect any subsequent or other Default
or Event of Default or impair any rights consequent thereon. Notwithstanding anything in
this Section 10 to the contrary, the Agent and the Lenders shall not be in any way
obligated or required to grant any waiver and the decision to grant any waiver shall be in
the sole discretion of the Lenders.

SECTION 11.      SET OFF.

In
addition to, and not in limitation of, any rights granted by applicable law, and
regardless of the adequacy of any collateral, during the continuance of an Event of
Default, any deposits or other sums credited by or due from any Lender to the Parent
Guarantor or the Borrower may, without notice to the Parent Guarantor or the Borrower
(which is hereby expressly waived), be set off against any and all liabilities, direct or
indirect, absolute or contingent, due or to become due, now existing or hereafter rising,
of the Parent Guarantor or the Borrower to such Lender. Each Lender agrees with the other
Lenders that if an amount to be set off is to be applied to any Indebtedness of the Parent
Guarantor or the Borrower to any such Lender, whether Indebtedness evidenced by any of the
Notes or due under this Agreement or otherwise arising, such amount shall be applied
ratably to all such indebtedness (except to the extent not permitted by the terms of any
agreement or instrument evidencing the same). Each Lender further agrees with the other
Lenders that if such Lender shall both (a) receive from either the Parent Guarantor or the
Borrower or from any other source whatsoever, whether by voluntary payment, exercise of
the right of set-off, counterclaim, cross action, or enforcement of any claim evidenced by
the Notes, this Agreement or any other Loan Document, or by proof thereof in bankruptcy,
reorganization, liquidation, receivership or similar proceedings, or otherwise, and (b)
retain and apply to the payment of the amounts owing with respect to the Notes or of any
amounts due to any such Lender under this Agreement or any other Loan Document any amount
which is in excess of its ratable portion of the payments received by all of the Lenders,
then such Lender shall make such disposition and arrangements with the other Lenders with
respect to such excess, either by way of distribution until the amount of such excess has
been exhausted, assignment of claims, subrogation or otherwise, as shall result in each
such Lender receiving in respect of its Notes and the amounts due any such Lender under
this Agreement or any other Loan Document its ratable share of all such payments.

Notwithstanding
anything contained in this Section 11, any set-off rights exercisable by the Agent or any
Lender hereunder against the Parent Guarantor or any of its property shall be subject to
the Aggregate Maximum Guaranteed Payment (as such term is defined in the Parent Guaranty).

SECTION 12.      SECURITY AND DISCHARGE.

(a)      The Obligations
shall be secured by the Parent Guaranty and the Security Agreement. The
execution and delivery of the Parent Guaranty and each of the Security Documents
shall constitute a condition precedent to the execution and delivery of this
Agreement.

(b)     
          Full Discharge.

| | (i)      Subject to
Section 9 of the Security Agreement, upon payment in full of the principal of
and interest on all Notes issued hereunder and all other amounts owing to the
Agent, the Lender or to any person under this Credit Agreement and all
Commitments shall have been terminated, this Credit Agreement and the Security
Agreement shall be discharged and the security interest of the Agent in the
Containers and the Related Assets shall be terminated.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)      In connection
with the discharge of this Credit Agreement and the release of the Collateral,
the Agent shall, at the expense of the Borrower, promptly after request therefor
by the Borrower, remit to the Borrower the then remaining items of the
Collateral and execute and deliver to the Borrower or authorize the filing by
the Borrower of any financing statements prepared by the Borrower evidencing
such discharge and release.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)      Partial
Discharge. Upon any prepayment of the Notes in accordance with this
Agreement, at the request of the Borrower, the Agent shall remit to the Borrower
appropriate documentation evidencing the partial release of Collateral, so long
as (w) the requested release would not give rise to a Default, an Early
Amortization Event, a Servicer Default or an Event of Default, (x) the requested
release would not result in either a Class A Asset Base Deficiency or a Class B
Asset Base Deficiency, (y) a Default, an Early Amortization Event, a Servicer
Default or an Event of Default is not then continuing, and (z) the Borrower
shall use no adverse selection procedures in selecting the Collateral to be
released, and the Agent shall authorize the filing by the Borrower of any
financing statements prepared by the Borrower evidencing such partial discharge
and release.

SECTION 13.      THE AGENT.

Section 13.1     
Appointment.  Each Lender hereby irrevocably designates
and appoints Fortis Capital Corp. as the Agent for such Person under this
Agreement, and each of the other Loan Documents, and each Lender hereby
irrevocably authorizes Fortis Capital Corp., as the Agent for such Lender, to
execute amendments to the Loan Documents (to the extent that such amendment has
been approved by the requisite number of Lenders in accordance with the
provisions of the Loan Documents) and to take such action on its behalf under
the provisions of the Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms thereof,
together with such other powers as are reasonably incidental thereto including,
without limitation, the receipt from a Lender and remittance to the Borrower of
any Credit Loan to be advanced by such Credit Lender in accordance with the
provisions of Section 2.1 hereof. Notwithstanding any provision to the contrary
elsewhere in this Agreement or any other Loan Document, the Agent shall not have
any duties or responsibilities except those expressly set forth herein or
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 any other Loan Document or otherwise exist
against the Agent.

Section 13.2      Delegation of
Duties.  The Agent may execute any of its duties under this
Agreement or 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 it in good faith.

Section 13.3      Exculpatory
Provisions.  Neither the Agent nor any shareholders, officers,
directors, employees, agents, attorneys-in-fact or affiliates of the Agent shall
be (a) liable for any action lawfully taken or omitted to be taken in good faith
by it or such Person under or in connection with this Agreement or any other
Loan Document (except for its or such Persons own gross negligence or
willful misconduct or, in the case of the Agent, simple negligence in the
handling of money or funds received by the Agent in accordance with the terms of
the Loan Documents), or (b) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by the Parent
Guarantor or the Borrower or any officer thereof contained in this Agreement or
any other Loan Document, or by any party 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 any other Loan Document, or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document, or for any failure of the Borrower or
the Parent Guarantor 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 or
conditions of, this Agreement or any Loan Document or to inspect the properties,
books or records of the Borrower. The Agent shall not be required to initiate or
conduct any litigation or collection proceedings hereunder, and shall not be
responsible for any action taken or omitted to be taken by it hereunder or under
any other document or instrument referred to or provided for herein or in
connection herewith, except for its own gross negligence or willful misconduct.
The Agent shall not be deemed to have fiduciary obligation to any of the
Lenders.

Section 13.4      Reliance by
Agent.  The Agent shall be entitled to rely, and shall be
fully protected in relying, on any 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 all counsel (including counsel to
the Borrower and/or Parent Guarantor to the extent such counsel so comments in
writing), Independent Accountants and other experts selected by the Agent. The
Agent may deem and treat the named payee of any Note as the owner thereof for
all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Agent. The Agent shall be fully justified
in failing or refusing to take action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority 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. 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 Majority Lenders (or such other percentage of the Lenders as
required by the provisions of this Agreement), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all Lenders and
all future holders of the Notes.

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
(i) the Agent has received notice from a Lender or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a notice of default or (ii) an officer of the
Agent having responsibility for the transaction set forth in this Agreement
shall have actual knowledge of the occurrence of an Event of Default. In the
event that the Agent receives such a notice or otherwise obtains actual
knowledge of the existence of an Event of Default, the Agent shall give notice
thereof to the Lenders and consult with the Lenders with respect the action to
be taken. The Agent shall take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Majority Lenders or such other
percentage of the Lenders as is expressly set forth in this Agreement, 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.

Section 13.6     
Non-Reliance on Agent and Other Lenders.  Each Lender
expressly acknowledges that neither the Agent nor any officers, directors,
employees, agents, attorneys-in-fact or affiliates of the Agent has made any
representations or warranties to it and that no action by the Agent hereinafter
taken, including any review of the affairs of the Borrower or the Parent
Guarantor 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 credit-worthiness of the Borrower and the
Parent Guarantor and made its own decision to make its Credit Loans 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, or directing, any action under this Agreement or any other Loan
Document, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
credit-worthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder, 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 credit-worthiness of the Borrower
which may come into the possession of the Agent or any officers, directors,
employees, agents, attorneys-in-fact or affiliates of the Agent.

Section 13.7     
Indemnification.

(a)      Each of the
Lenders (or, in the case of a Conduit Lender, its managing agent) agrees to
indemnify the Agent in its capacity as such (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably
according to the principal balances of their respective Notes on the date on
which indemnification is sought under this Section, 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) be
imposed on, incurred by or asserted against the Agent (including any Lender) in
any way relating to or arising out of this Agreement, or any documents
contemplated by or referred to herein, and the transactions contemplated hereby
or thereby or any action taken or omitted by the Agent under or in connection
with any of the foregoing, providedthat 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
from the Agents gross negligence or willful misconduct or, in the case of
the handling of money or funds received by the Agent in accordance with the
terms of the Loan Documents, simple negligence. The agreements in this
subsection shall survive the payment of the Notes and all other amounts payable
hereunder.

(b)      The Agent shall
not be required to expend any of its own money to make up the full amount of any
Credit Loan requested by the Borrower hereunder, or otherwise or incur any
expense as a consequence of the failure of any Lender to make available to the
Agent any Credit Loan which the Lenders have become obliged to make hereunder.
If such a failure should occur and the Agent shall nevertheless have advanced
money of its own or incur expense in order to make up the full amount of any
such Credit Loan, it shall be deemed to have done so at the request of any
Lender, which is in default, unless such Lender shall have previously notified
the Agent that it should not make such an advance or incur such an expense to
make good such failure, and in the absence of such prior notice, such Lender
shall be obliged to pay to the Agent on demand the amount expended by the Agent
out of its own funds plus any costs incurred by the Agent to carry such funds
while such Lender is in default to the Agent hereunder, all of which shall
constitute a loan by the Agent to such Lender which shall bear interest from the
date of the advance by the Agent at its cost of funds plus the Class A
Applicable Margin or Class B Applicable Margin, as the case may be, from day to
day on the Credit Loan with respect to which the advance or expenditure was
made. During the continuance of any such default as between the Agent and such
Lender, and notwithstanding anything elsewhere herein to the contrary expressed
or implied, the principal amount of indebtedness in respect of Credit Loans made
by such Lender in default shall be deemed to be reduced, so long as the default
continues, by the amount not remitted by it to the Agent to make up such
Lenders share of the amount of such Credit Loan and such principal amount
and interest thereon shall be deemed assigned to and collectible by the Agent
for its own account for application against the amount of its claim under the
preceding sentence.

(c)      In the event
that the Agent does not receive from any Lender a payment which such Lender is
required by the terms hereof to make to the Agent and the Agent has made the
amount thereof available to the Borrower, as the intended recipient thereof, if
the Borrower repays the Agent the amount made available to it, the Borrower
shall be subrogated to the Agents right to recover such amount from any
Lender which failed to make such required payment.

Section 13.8      Failure to Act.
  Except for action expressly required of the Agent hereunder, the
Agent shall in all cases be fully justified in failing or refusing to act
hereunder unless it shall receive further assurances to its satisfaction from
the Lenders of their indemnification obligations under Section 13.7
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action.

Section 13.9      The Agent in Its
Individual Capacity. The Agent and its Affiliates may make loans to,
accept deposits from and generally engage in any kind of business with the
Borrower, and its Affiliates as though Fortis Capital Corp. were not the Agent
hereunder and Fortis Capital Corp. (any such successor) and its Affiliates may
accept fees and other consideration from the Borrower for services in connection
with this Agreement or otherwise without having to account for the same to the
Lenders. With respect to its Credit Loans made or renewed by it, and any Note
issued to it, the Agent shall have the same rights and powers under this
Agreement as any Lender and may exercise the same as though it were not the
Agent, and the terms Lender and Lenders shall include
the Agent in its individual capacity.

Section 13.10      Successor Agent.

(a)      The Person
serving as the Agent under this Agreement and the other Loan Documents may
voluntarily resign as Agent upon thirty (30) days notice to the Lenders
and the Borrower, or shall resign upon the written request of the Majority
Lenders (which, for this purpose, shall exclude any Credit Loans owing by the
Borrower to the Agent or any of its Affiliates) if the Agent has failed to
comply with the terms of this Agreement, with such written request also being
provided to the Borrower. If the Agent shall resign as Agent under this
Agreement, then the Majority Lenders shall appoint from among the Lenders a
successor agent which successor agent, whereupon such successor agent shall
succeed to the rights, powers and duties of the resigning Agent, and the term
Agent shall mean such successor agent effective upon its
appointment, and the former Agents rights, powers and duties as Agent
shall be terminated, without any other or further act or deed on the part of
such former Agent or any of the parties to this Agreement, or any holders of the
Notes. If a successor Agent is not appointed before the end of such thirty (30)
day notice period, the resigning Agent shall continue to serve as Agent
hereunder for a limited period of time (not to exceed 15 days) beyond such
thirty (30) day notice period; provided that (i) the Borrower and the
Lenders diligently attempt to identify and appoint a successor Agent and (ii)
after the expiration of such thirty (30) day period, the Agent may petition a
court of competent jurisdiction to appoint a successor agent from among the
existing Lenders willing to serve in such capacity. No resignation of an Agent
shall become effective until such time as (i) a successor Agent has been
appointed and (ii) the retiring Agent shall have assigned to the successor Agent
all of its interest in the Collateral. After any retiring Agents
resignation hereunder as Agent, the provisions of this Section 13
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Agent under this Agreement.

(b)      So long as both
the Class A Notes and the Class B Notes remain unpaid, the Person serving as the
Agent under this Agreement and the other Loan Documents shall, at the written
request of Class A Lenders representing more than fifty percent (50%) of the
Aggregate Class A Note Principal Balance, resign as the Agent solely with
respect to the Class A Lenders. Thereafter, Class A Lenders representing more
than fifty percent (50%) of the then Aggregate Class A Note Principal Balance
may appoint a different existing Class A Lender (that is not then fulfilling the
role of the Agent) to act as the representative solely of the Class A Lenders.
Upon such appointment, such Person shall act as the representative of the Class
A Lenders and shall be entitled to the protections afforded to the Agent
pursuant to Section 13.

Section 13.11      Exercise of Remedies
Under Security Documents.   Unless the Agent shall have
determined that immediate action is desirable in order to protect the interests
of the Lenders, the Agent shall consult with the Lenders before exercising any
remedies under the Security Documents and shall (subject to receiving
indemnification pursuant to
Section 13.7) take such actions with respect thereto as shall be
reasonably directed by the Majority Lenders.

Section 13.12      Standard of Care.

In
performing its duties and functions hereunder, the Agent will exercise the same degree of
care which it normally exercises in making and handling loans in which it alone is
interested, but it does not assume further responsibility.

Section 13.13      Dealing with the Lenders.

(a)      The Agent may at
all times deal solely with the several Lenders for all purposes of this
Agreement and the protection, enforcement and collection of the Notes, including
the acceptance and reliance upon any certificate, consent or other document of
such Lenders and the division of payments in accordance with the terms of this
Agreement, notwithstanding possession by the Agent of actual knowledge that any
Lender has sold a participation in Credit Loans made or to be made by it
hereunder to another Person.

(b)      Promptly upon
receipt thereof (or, such other time as shall be set forth in this Agreement or
the other Loan Documents), the Agent shall send to each Lender a copy of all
financial statements, certificates, notices or other reports delivered to the
Agent pursuant to the terms of the Loan Documents.

Section 13.14      Duties Not to be Increased.

The
duties and liabilities of the Agent shall not be increased without the written consent of
the Agent.

Section 13.15      Performance of Obligations.

The
Agent agrees to perform its obligations set forth in the Servicing Agreement in accordance
with the terms thereof.

Section 13.16     
Appointment of a Separate Agent.

So
long as an Event of Default shall have occurred and then be continuing, Class A Lenders
representing more than fifty percent (50%) of the then Aggregate Class A Note Principal
Balance may appoint an existing Class A Lender (that is not then fulfilling the role of
the Agent) to act as the representative solely of the Class A Lenders. Upon such
appointment, such representative (and not the Agent) shall act as the representative of
the Class A Lenders and shall be entitled to the protections afforded to the Agent
pursuant to Section 13.

SECTION 14.     
EXPENSES AND INDEMNITIES.

(a)      Whether or not
the transactions contemplated hereby shall be consummated, the Borrower agrees
to pay: (a) the cost of producing and reproducing this Agreement and other
instruments mentioned herein; (b) the reasonable fees, expenses and
disbursements of the Agent and its counsel (as well as any outside counsel for
the Lenders) incurred in connection with the preparation, negotiation and
closing of this Agreement and other instruments mentioned herein, each funding
hereunder, and all amendments, modifications, approvals, consents or waivers
hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket
expenses (including attorneys fees and costs) incurred by the Agent and by
each Lender in connection with (i) the enforcement of this Agreement, the Loan
Documents and the Notes against the Borrower and/or the Parent Guarantor or the
administration thereof after the occurrence and during the continuance of a
Default or Event of Default, and (ii) in connection with any workout, amendment,
modification, approval, consent or waiver requested by the Borrower or Parent
Guarantor, litigation, proceeding or dispute (other than one between two or more
Lenders and other than one in which the Borrower commences proceedings against
the Lenders or any Lender and prevails therein), whether arising hereunder or
otherwise, in any way related to the Agents or any Lenders
relationship with the Borrower hereunder. The amount of all such expenses shall,
if not paid within 30 days of receipt of invoice, until paid, bear interest at
the rate applicable to principal hereunder (including any Default Rate) and be
an obligation secured by any collateral. After the occurrence and during the
continuance of an Event of Default, the Borrower shall pay the costs of any
field audit examinations that the Agent or any Lender may conduct in its
discretion; provided, however, that the Agent, each Lender and their duly
authorized representatives, attorneys and accountants shall use reasonable
commercial efforts to share information with one another and otherwise cooperate
with on another to limit the number of audits per annum and minimize the
expenses incurred by the Servicer in connection with any audits or inspections
hereunder.

(b)      The Borrower
further agrees to indemnify and hold harmless the Indemnified Parties from and
against any and all damages, losses, settlement payments, obligations,
liabilities, claims, actions or causes of action, and reasonable costs and
expenses incurred, suffered, sustained or required to be paid by an Indemnified
Party by reason of, or resulting from the use of the proceeds of any Credit Loan
or any litigation, proceeding, claim or dispute commenced or threatened against
the Agent, or any Lender arising out of the transactions contemplated by this
Agreement or any other Loan Document unless such damages, losses, settlement
payments, obligations or liabilities were caused by the gross negligence or
willful misconduct of such Indemnified Party. In any investigation, proceeding
or litigation, or the preparation therefor, the Agent and each Lender shall be
entitled to select its own counsel and, in addition to the foregoing indemnity,
the Borrower agrees to pay promptly the reasonable fees and expenses of such
counsel. The covenants of this Section 14 shall survive payment or
satisfaction of payment of amounts owing with respect to the Notes.

(c)      Each of the
Parent Guarantor and the Borrower hereby expressly acknowledges that it has
been, and will continue to be, solely responsible (and without reliance in any
way on the Agent or any Lender) for all tax planning and all consequences
associated with, or that in any way result from, the transactions described in
this Agreement and the other Loan Documents, and that it has been advised by
independent professional advisors of its choosing as to such structure and
consequences. Without limiting the foregoing, each of the Borrower and the
Parent Guarantor, on a joint and several basis, agree to indemnify and hold
harmless each of the Indemnified Parties from and against any and all damages,
losses, settlement payments, obligations, liabilities, claims, actions or causes
of action, and reasonable costs and expenses incurred, suffered, sustained or
required to be paid by an Indemnified Party by reason of or resulting from any
litigation, proceeding, claim or dispute commenced or threatened against such
Indemnified Party arising out of the transactions contemplated by this Agreement
and the other Loan Documents; provided, however, that nothing in this Section
14(c) shall be interpreted to provide any recourse to the Parent Guarantor for
the credit risk of the lessees under the Leases beyond that level of recourse
set forth in the Parent Guaranty.

SECTION 15.     
SURVIVAL OF COVENANTS, ETC.

All
covenants, agreements, representations and warranties made herein, in the other Loan
Documents and in any certificates or other papers delivered by or on behalf of the
Borrower and the Parent Guarantor, pursuant hereto shall survive the making by each Lender
of Credit Loans, as herein contemplated and shall continue in full force and effect so
long as amount due under this Agreement or the Notes remains outstanding and unpaid.
Notwithstanding anything in this Agreement or implied by law to the contrary, the
indemnification agreements of the Borrower set forth in Section 2 of
this Agreement shall survive the payment of amounts due under this Agreement or the Notes.
All statements of fact relating to the Borrower contained in any certificate or other
paper delivered to the Agent or to any Lender at any time after the date hereof by or on
behalf of the Borrower pursuant hereto or in connection with the transactions contemplated
hereby shall constitute representations and warranties by the Borrower and the Parent
Guarantor hereunder.

SECTION 16.     
PARTIES IN INTEREST; SUCCESSORS AND ASSIGNS.

(a)      Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Borrower, the Parent Guarantor,
and the Servicer, or the Lenders and the Agent shall bind and inure to the
benefit of their respective successors and assigns.

(b)      Any Lender may
(i) assign to (A) in the case of a Conduit Lender, its Credit Support Party so
long as such Credit Support Party is not a Competitor or a Prohibited
Institution, or (B) one or more Affiliates of the Lender all or a portion, or
(ii) assign to one or more other assignees that is neither a Competitor or a
Prohibited Institution (each, an Assignee) all or a portion
(not less than $15,000,000 original principal amount, or if less than
$15,000,000, such Lenders entire Credit Loan), in each case, of its
interests, rights and obligations under this Agreement and the other Loan
Documents, including all or a portion of such Lenders Credit Loan(s), at
the time made by or owing to it, provided that (i) except in the case of
an assignment by a Conduit Lender to its Credit Support Party, the parties to
each such assignment shall execute and deliver to the Agent an instrument of
assignment and acceptance substantially in the form of Exhibit I
(an Assignment and Acceptance); (ii) such assignment shall not result in
the incurrence of increased costs, expenses or taxes that are otherwise
reimbursable by the Borrower in accordance with the terms of the Loan Documents;
and (iii) after giving effect to such assignment the assigning Lender shall
retain (if it retains any portion) a minimum of $15,000,000 original principal
amount of its interests, rights, and obligations under this Agreement and the
other Loan Documents. Upon acceptance and recording in the Register pursuant to
paragraph (d) of this Section 16, from and after the effective
date specified in each Assignment and Acceptance: (i) the Assignee (if not
already a Lender hereunder) shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the same rights and obligations as a
Lender under this Agreement, and the terms Lender and
Lenders thereafter shall include such Assignee, and (ii) the
assigning Lender shall be released from any future obligations under this
Agreement with respect to the interest assigned, provided that in the
case of an Assignment and Acceptance covering all or the remaining portion of a
Lenders rights and obligations under this Agreement, such Lender shall
continue to be entitled to the benefits of the indemnification provisions of
Sections 2 and 14 hereof, as well as to any fees or amounts
accrued for its account hereunder and not yet paid and shall continue to be
responsible for obligations and liabilities incurred prior to such assignment.
The Borrower shall upon request of the Assignee and delivery of the assigning
Lenders Note execute new Notes in appropriate denominations and class to
evidence the Credit Loans after an assignment and shall deliver such new Notes
to the Assignee and the assigning Lender (to the extent it retains any portion
of the Credit Loans) in exchange for the return of the Notes that previously
evidenced such Credit Loans.

(c)      [Section
intentionally omitted]

(d)      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 Assignees, and the
principal amount of the Credit Loans owing to each Assignee from time to time
(the Register). The entries in the Register shall be conclusive in the
absence of manifest error and the Borrower, each Lender, and any Assignees may
treat each person whose name is recorded in the Register as an Assignee for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower, the Parent Guarantor, the Lenders, and any Assignee, at any
reasonable time upon reasonable prior notice.

(e)      If, pursuant to
this Section 16, any interest in this Agreement is assigned to any
Assignee that is not incorporated or organized under the laws of the United
States or a state thereof, such Assignee shall agree that, if requested in
writing by the Borrower or the Agent, it shall deliver to the Borrower and the
Agent: (i) two valid, duly completed copies of United States Internal Revenue
Service (IRS) Form W-8BEN or W-8ECI or 4224 or successor applicable form,
as the case may be, certifying in each case that such Assignee is entitled to
receive payments made under this Agreement and the Notes without deduction or
withholding of any United States federal income taxes, and (ii) a valid, duly
completed IRS Form W-8BEN or W-8ECI or successor applicable form, as the case
may be, to establish an exemption from United States backup withholding tax.
Each Assignee which delivers to the Agent a Form W-8BEN or W-8ECI pursuant to
the preceding sentence further undertakes to deliver to the Borrower and the
Agent two copies of the Form W-8BEN or W-8ECI, or successor applicable forms, or
other manner of certification, as the case may be, on or before the date that
any such form expires or becomes obsolete or otherwise is required to be
resubmitted as a condition to obtaining an exemption from withholding tax or
after the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower and the Agent, and such extensions or
renewals thereof as may reasonably be requested by the Borrower or the Agent,
certifying in the case of a Form W-8BEN or W-8ECI that such Assignee is entitled
to receive payments made under this Agreement and the Notes without deduction or
withholding of any United States federal income taxes, unless any change in
treaty, law or regulation or official interpretation thereof has occurred prior
to the date on which any such delivery would otherwise be required which renders
all such forms inapplicable or which would prevent such Assignee from duly
completing and delivering any such letter or form with respect to it and such
Assignee advises the Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax, and in the
case of a Form W-8BEN or W-8ECI, establishing an exemption from United States
backup withholding tax.

(f)      Each Lender may
sell to one or more Persons, so long as such Person is not a Competitor or a
Prohibited Institution (each, a Participant) a participation of such
Lenders interests, rights and obligations under this Agreement and the
other Loan Documents (including all or a portion of the Credit Loan(s)),
provided that: (i) such Lender shall remain solely responsible for the
performance of its obligations under this Agreement, (ii) such Participant shall
be entitled to the benefit of the indemnification and cost protection provisions
in Section 2 and, if the Borrower shall have been notified by the
Participant that it is a Participant, the right to set off contained in
Section 11; and (iii) the Borrower, the Agent and the Lenders
shall continue to deal solely and directly with such selling Lender in
connection with its rights and obligations under this Agreement. All amounts
payable by the Borrower hereunder shall be determined as if that Lender had not
sold such participation. At any time or from time to time, upon written request
to a Lender by the Borrower, such Lender shall provide the Borrower a written
statement of whether it has sold any participation in its interests, rights and
obligations hereunder and, if so, the amount of such participation sold and the
identity of the purchaser or purchasers.

(g)      Notwithstanding
anything else to the contrary contained herein, no participation or assignment
shall, without the consent of the Borrower, require the Borrower to (i) register
or qualify the Credit Loans, the Notes or any assignments thereof or
participation therein under the Securities Act of 1933, as amended, or the Blue
Sky law of any state or (ii) indemnify any Assignee or Participant against (or
protect, defend or keep any such Person harmless from) any indemnification or
cost protection claim pursuant to the provisions of Sections 2.8, 2.9,
2.16, 2.17or 14 in excess of the amount that would have
been payable by the Borrower had the assignment or participation, as the case
may be, not occurred.

(h)      The Borrower
shall not assign, transfer or delegate any of its rights and duties under this
Agreement and the other Loan Documents. Any purported assignment, transfer or
delegation in violation of the prior sentence shall be null and void.

(i)      Any Lender,
Assignee or Participant may at any time pledge or assign all or any portion of
its rights under this Agreement to a Federal Reserve Bank.

(j)      No Lender may
assign, or sell a participation interest in, any of its rights under this
Agreement, the Notes, or any other Loan Document to the Borrower or any of the
Borrowers Affiliates or to any Prohibited Institution.

SECTION 17.     
NOTICES, ETC.

Except
as otherwise expressly provided herein, all notices and other communications made or
required to be given pursuant to this Agreement, the Notes, the Security Agreement, Parent
Guaranty, the Performance Guaranty or the Pledge Agreement must be in writing shall be
deemed to have been given: when delivered by hand, two Business Days after being properly
deposited in the mails postage prepaid, when sent by telex, answer-back received, or fax
transmission, or the next Business Day after being delivered to the telegraph company or
overnight courier, addressed to such party at its address indicated below (or at such
other address as any party may from time to time specify by notice to the other parties):

| | (a) | If to the Borrower, at: |  | c/o Interpool Limited
 211 College Road East
Princeton, New Jersey 08540
Attention: Chief Financial Officer
Telephone: (609) 452-8900
Facsimile: (609) 452-8211
| | --- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | If to the Agent, at: |  | Fortis Capital Corp.
Two Embarcadero Center
Suite 1330
San Francisco, CA
Attention: Mr. Menno van Lacum
Telephone: (415) 283-3042
Facsimile: (415) 283-3046
| | --- | -------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | With a copy to: |  | Fortis Capital Corp.
Loan Syndications/Agency
520 Madison Avenue
New York, NY 10022
Attention: Ms. Gloria Beloti-Fields
          
        Assistant Vice President
Telephone: (212) 340-5455
Facsimile: (212) 340-5450
| | --------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | If to the Lenders, at the addresses set forth below
their signature lines on this Agreement; and
| | --- | ------------------------------------------------------------------------------------------------

| | (d) | If to the Parent Guarantor, at: | Interpool, Inc.
211 College Road East
Princeton, New Jersey 08540
Attention: Chief Financial Officer
Telephone: (609) 452-8900
Facsimile: (609) 452-8211
| | --- | ------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 18.      MISCELLANEOUS.

This
Agreement and the Notes shall be deemed to be contracts under the laws of the
State of New York and shall for all purposes be construed in accordance with and
governed by the laws of said State (including Section 5-1401 and 5-1402 of the
General Obligations Law, but otherwise without giving effect to any conflicts of
laws provisions contained therein). The rights and remedies herein expressed are
cumulative and not exclusive of any other rights which the Agent or any Lender
would otherwise have. Any instrument required by any of the provisions hereof to
be in the form annexed hereto as an exhibit shall be substantially in such form,
with such changes therefrom, if any, as may be approved by the Agent and the
Borrower. The invalidity or unenforceability of any one or more phrases, clauses
or sections of this Agreement shall not affect the validity or enforceability of
the remaining portions of it. The captions in this Agreement are for convenience
of reference only and shall not define or limit the provisions hereof. This
Agreement and any amendment hereof may be executed in several counterparts and
by each party on a separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
instrument. In proving this Agreement it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.

SECTION 19.     
ENTIRE AGREEMENT, ETC.

This
Agreement, together with the other Loan Documents, expresses the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally or in writing, except as provided in
Section 20.

SECTION 20.     
CONSENTS, AMENDMENTS, WAIVERS, ETC.

No
amendment or waiver of any provision of this Agreement, the Class A Notes, the
Class B Notes or any other Loan Document, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Agent, the Majority Lenders and Borrower, and such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. Notwithstanding the foregoing, no amendment,
waiver or consent shall, without the prior written consent of each Lender
affected thereby, do any of the following: (i) waive any of the conditions
specified in Sections 4 or 5, or any Events of Default set forth
in Sections 8(g) or (h); (ii) subject any of the
Lenders to any additional Obligations including, without limitation, obligating
any Lender to restore its Commitment to make additional Credit Loans following
the termination of its Commitment after the occurrence of either an Event of
Default or any Early Amortization Event; (iii) reduce the principal of or
interest owing on any Note, or any fees or other amounts payable hereunder; (iv)
postpone any date fixed for any payment in respect of, or waive any default in
the payment of any, principal of or interest on any Credit Loans or any fees or
other amounts payable hereunder, (v) change the number of Lenders which shall be
required for the Lenders, or any of them, to take any action hereunder; (vi)
amend any of Section 2.5, Section 2.7(b),
Section 2.7(c), the subordination provisions set forth in
Section 2.11 hereof, the relative payment priorities of amounts payable
to the Class A Lenders and the Class B Lenders pursuant to Section 2.18
hereof, Section 16(h) or this Section 20, (vii)
amend the definition of any of the terms Majority Lenders,
Fair Market Value, Net Book Value, Finance Lease
Value, Eligible Container, Eligible Lease,
Conversion Date, Refinancing Event or any defined term
used in any of the foregoing definitions; (viii) release all or any substantial
part of the Collateral from the Lien of the Security Agreement except in
accordance with the provisions of Section 7.12 hereof; (ix) release either the
Borrower or the Parent Guarantor from its obligations hereunder or under any of
the other Loan Documents; or (xi) permit the creation of any Lien on the
Collateral ranking prior to, or on parity with, the Lien created by the Security
Agreement. Notwithstanding the foregoing only the prior written consent of the
Agent shall be necessary for the approval of Key Officers. In addition, no
amendment, waiver or consent shall, unless in writing and signed by the Agent in
addition to the Lenders required to take such action, affect the rights or
duties of the Agent under this Agreement or any other Loan Document.

SECTION 21.     
WAIVER OF JURY TRIAL.

THE
AGENT, THE LENDERS, THE BORROWER, AND THE PARENT GUARANTOR AGREE THAT NEITHER OF
THEM NOR ANY ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON, OR ARISING OUT OF, THIS
AGREEMENT, ANY LOAN DOCUMENT, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP
BETWEEN OR AMONG ANY OF THEM, OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE
PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE AGENT, THE
LENDERS, THE BORROWER, AND THE PARENT GUARANTOR, AND THESE PROVISIONS SHALL BE
SUBJECT TO NO EXCEPTIONS. NEITHER THE AGENT, ANY LENDER, THE BORROWER, NOR THE
PARENT GUARANTOR HAS AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

SECTION 22.     
SUBMISSION TO JURISDICTION; WAIVERS.

THE
BORROWER AND THE PARENT GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(a)      SUBMIT FOR
THEMSELVES AND THEIR PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
SITUATED IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(b)      CONSENT THAT ANY
SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS, AND WAIVE ANY OBJECTION
THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT FORUM AND AGREE NOT TO PLEAD OR CLAIM THE SAME;

(c)      WAIVE PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON EACH OF THEM AND AGREE THAT ALL SUCH SERVICE
OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY
THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF
MAIL), POSTAGE PREPAID, TO THE BORROWER OR THE PARENT GUARANTOR AT THEIR
ADDRESSES SET FORTH IN SECTION 17 OR AT SUCH OTHER ADDRESS OF
WHICH THE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO AND THAT SERVICE SO
MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE
BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO THE BORROWERS AND
THE PARENT GUARANTORS ADDRESS AS SET FORTH IN
          SECTION 17;

(d)      WAIVE ANY BOND
OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING THE AGENT TO
EXERCISE ANY REMEDIES SET FORTH HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS;

(e)      AGREE THAT
NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT OR OTHERWISE AFFECT THE RIGHT OF THE
AGENT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR THE PARENT
GUARANTOR OR THEIR PROPERTY IN THE COURTS OF OTHER JURISDICTIONS;

(f)      THE BORROWER
APPOINTS AND DESIGNATES INTERPOOL, INC., HAVING AN ADDRESS AT 633 THIRD AVENUE,
27TH FLOOR, NEW YORK, NEW YORK 10017, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND
DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING SERVICING OF LEGAL
PROCESS AND THE BORROWER AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL
CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON THE BORROWER.

SECTION 23.      ACKNOWLEDGEMENTS.

The
Borrower and the Parent Guarantor hereby acknowledges that:

(a)      it has been
advised by counsel in the negotiation, execution and delivery of this Agreement
and the other Loan Documents;

(b)      no Lender has
any fiduciary relationship with or fiduciary duty to the Borrower and/or the
Parent Guarantor arising out of or in connection with this Agreement or any of
the other documents, and the relationship between the Lender, the Borrower, and
the Parent Guarantor in connection herewith or therewith is solely that of
debtor and creditor; and

(c)      no joint venture
is created hereby or by any other documents or otherwise exists by virtue of the
transactions contemplated hereby between the Borrower, the Parent Guarantor, and
the Lender.

SECTION 24.     
CONFIDENTIALITY.

The
confidentiality provisions of Section 16 of the Parent Guaranty are hereby incorporated by
reference mutatis mutandis. Notwithstanding anything to the contrary herein, no
limitation is imposed with respect to disclosure of the tax treatment and tax structure of
the transactions contemplated hereby.

SECTION 25.      CERTAIN SPECIAL
PROVISIONS.

In
the ease of any Lender which is a commercial paper conduit and executes this Agreement in
such capacity (each, a Conduit Lender), the following special
provisions shall apply:

(A)  No claim arising out of or relating to this Agreement or any related
document, agreement or understanding (collectively, the Operative
Documents) or any of the matters contemplated by any thereof shall be
had against the Conduit Lender, nor shall the Conduit Lender have any liability
or obligation under any Operative Document or any of the matters contemplated by
any thereof or in respect of any thereof, except solely to the extent of Excess
Funds, and to the extent not paid from Excess Funds and any obligation of
Conduit Lender shall be deemed no longer outstanding. Excess Funds
shall mean all available funds of the Conduit Lender which are in excess of such
portion of those funds as are needed to pay and discharge in full at maturity
all of its debts, duties, liabilities and obligations, including, without
limitation, all commercial paper, due or to become due within 368 days from the
date of the latest maturing commercial paper issued or to be issued by it. In
determining the liability of Conduit Lender in respect of any obligation
(Subject Obligation) other than the face value of the Commercial
Paper, Conduit Lender is expressly agreed to have no liability of any kind with
respect to any such obligation (and any such obligation shall constitute a
claim for purposes of the United States Bankruptcy Code and any
analogous law, domestic or foreign as now or hereafter in effect) except solely
to the extent that the Conduit Lender has Excess Funds which pursuant to its
program collateral agreement are available to satisfy such obligations.

(B)  Each party hereto further irrevocably agrees that it will not initiate
against a Conduit Lender, or join with others in initiating against a Conduit
Lender, any bankruptcy, insolvency, reorganization or analogous proceeding under
any law, domestic or foreign as now or hereafter in effect until the 368th day
following the payment in full at the maturity thereof of all Commercial Paper
issued or to be issued by Conduit Lender and of all its other debts, duties,
liabilities and obligations.

(C)  No recourse shall be had for the payment of any amount owing in
respect of any obligation of, or claim against, the Conduit Lender arising out
of or based upon any Operative Document against J H Management Corporation or
against any stockholder, employee, officer, director or incorporator of the
Conduit Lender or J H Management Corporation; provided, however, that the
foregoing shall not relieve any such Person or entity from any liability they
might otherwise have arising from his, her or its willful misconduct or
intentional misrepresentation.

(D)  Except as set forth in Section 16(b), 16(f) or 16(g) hereof, no
provision hereof or of any other Operative Document shall restrict in any way
the ability of the Conduit Lender to transfer its Loans to any Credit Support
Party. Credit Support Party means any Person providing
pursuant to any liquidity, asset purchase or other contractual obligation (each,
a Credit Support Agreement) liquidity, credit or cash
collateral support in respect of the commercial paper issued by the Conduit
Lender to fund its Loans.

(E)  Any action which may be taken by, or notice given by or to, such
Conduit Lender under any of the Operative Documents shall be sufficient and
effective if taken by, or given by or to, the managing agent (the
Managing Agent) in respect of such Conduit Lender executing
this Agreement as such.

SECTION 26.      DOLLAR DENOMINATED
TRANSACTION.

The
parties hereto (A) acknowledge that the matters contemplated by this Agreement are part of
an international financing transaction and (B) hereby agree that (i) specification and
payment of Dollars is of the essence, (ii) Dollars shall be the currency of account in the
case of all obligations under this Agreement and the other Loan Documents unless otherwise
expressly provided herein or therein, (iii) the payment obligations of the parties under
this Agreement and the other Loan Documents shall not be discharged by an amount paid in a
currency or in a place other than that specified with respect to such obligations, whether
pursuant to a judgment or otherwise, except to the extent actually received by the Person
entitled thereto and converted into Dollars by such Person (it being understood and agreed
that, if any transaction party shall so receive an amount in a currency other than
Dollars, it shall (A) if it is not the Person entitled to receive payment, promptly return
the same (in the currency in which received) to the Person from whom it was received or
(B) if it is the Person entitled to receive payment, either, in its sole discretion, (x)
promptly return the same (in the currency in which received) to the Person from whom it
was received or (y) subject to reasonable commercial practices, promptly cause the
conversion of the same into Dollars), (iv) to the extent that the amount so paid on prompt
conversion to Dollars under normal commercial practices does not yield the requisite
amount of Dollars, the obligee of such payment shall have a separate cause of action
against the party obligated to make the relevant payment for the additional amount
necessary to yield the amount due and owing under this Agreement and the other Loan
Documents, (v) if, for the purpose of obtaining a judgment in any court with respect to
any obligation under this Agreement and the other Loan Documents, it shall be necessary to
convert to any other currency any amount in Dollars due thereunder and a change shall
occur between the rate of exchange applied in making such conversion and the rate of
exchange prevailing on the date of payment of such judgment, the obligor in respect of
such obligation will pay such additional amounts (if any) as may be necessary to insure
that the amount paid on the date of payment is the amount in such other currency which,
when converted into Dollars and transferred to New York City, New York, in accordance with
normal banking procedures, will result in realization of the amount then due in Dollars
and (vi) any amount due under this paragraph shall be due as a separate debt and shall not
be affected by or merged into any judgment being obtained for any other sum due under or
in respect of this Agreement and the other Loan Documents.

SECTION 27.     
LIMITATION ON DAMAGES.

The
parties hereto agree that in the event of any legal or arbitral action, suit or proceeding
arising out of or relating to the Loan Documents, the Commitments, the Collateral, the use
or contemplated use of proceeds of any Credit Loan, the relationship of the Borrower, the
Parent Guarantor, the Agent, and the Lenders under the Loan Documents or any transaction
contemplated by the Loan Documents, the prevailing party or parties shall not be entitled
to an award of incidental, consequential or punitive damages; provided, however, that in
no event shall attorneys fees and expenses be considered incidental, consequential
or punitive damages for purposes of this Section 28.

SECTION 28.     
MARCH 15, 2005 CREDIT AGREEMENT.

Each
of the Lenders, the Agent, and the Parent Guarantor acknowledges that the Third Amended
and Restated Credit Agreement, dated as of March 15, 2005 among the Lenders, the Agent,
the Parent Guarantor and Interpool Container Funding, SRL (the March 15, 2005 Credit
Agreement), is being prepaid in full and that the Commitments (as such term is
defined in the March 15,2005 Credit Agreement) thereunder are being terminated on the
initial Funding Date under this Agreement, and each of the Lenders hereby waives the
notice requirement set forth in Section 2.7(a) of the March 15, 2005 Credit Agreement.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duty
authorized officers as of the day and year first written above.

| | Borrower:
INTERPOOL CONTAINER FUNDING II, SRL
By:  
        Name:
        Title:Agent:
FORTIS CAPITAL CORP.,
as Agent
By:  
        Name:
        Title:
By:  
        Name:
        Title:Parent Guarantor:
INTERPOOL, INC.
By:  
        Name:
        Title:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Class A Lenders:
FORTIS CAPITAL CORP.
By:  
        Name:
        Title:
By:  
        Name:
        Title:
Address: Two Embarcadero Center
              
   Suite 1330
            
     San Francisco, CA 94111
Attention: Mr. Menno van Lacum
Telephone: (415) 283-3042
Facsimile: (415) 283-3046
With a copy to:
Fortis Capital Corp.
Loan Syndications/Agency
520 Madison Avenue
New York, NY 10022
Attention: Ms. Gloria Beloti-Fields
            
     Assistant Vice President
Telephone: (212) 340-5455
Facsimile: (212) 340-5450
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH
By:  
        Name:
        Title:
Address: Société Générale
            
     1221 Ave. of the Americas, 7th Floor
            
     New York, NY 10020
Attention: Todd Kendall
Telephone: 212-278-7257
Facsimile: 212-278-7320
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | HSH NORDBANK AG, NEW YORK BRANCH
By:  
        Name:
        Title:
By:  
        Name:
        Title:
Address: Logistics & Infrastructure Finance
            
     230 Park Avenue, 32nd Floor
            
     New York, NY 10169
Attention: Hari Raghavan; Linh Duong
Telephone: 212-407-6072
Facsimile: 212-407-6033
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | WESTLB AG, NEW YORK BRANCH
By:  
        Name:
        Title:
By:  
        Name:
        Title:
Address: 1211 Avenue of the Americas
            
     New York, NY 10036
Attention: Amir Oren
Telephone: 212-852-6165
Facsimile: 212-597-1106
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | GOTHAM FUNDING CORPORATION
By:  
        Name:
        Title:
Address: c/o The Bank of Tokyo-Mitsubishi, Ltd.,
            
     New York Branch
            
     1251 Avenue of the Americas
            
     New York, NY 10020
Attention: Securitization Department (Chris Pohl)
Telephone: 212-782-4911
Facsimile: 212-782-6448
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | CRÉDIT INDUSTRIEL ET COMMERCIAL,
NEW YORK BRANCH 
By:  
        Name:
        Title:
By:  
        Name:
        Title:
Address: 520 Madison Avenue, 37th Floor
            
      New York, NY 10022
Attention: Adrienne Molloy
Telephone: 212-715-4605
Facsimile: 212-715-4535
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | CALYON NEW YORK BRANCH
By:  
        Name:
        Title:
By:  
        Name:
        Title:
Address: 1301 Avenue of the Americas
            
      New York, NY 10019
Attention: Michael Madnick
Telephone: 212-261-7866
Facsimile: 212-459-3179
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Class B Lenders:
FORTIS CAPITAL CORP.
By:  
        Name:
        Title:
By:  
        Name:
        Title:
Address: Two Embarcadero Center
            
      Suite 1330
            
      San Francisco, CA 94111
Attention: Mr. Menno van Lacum
Telephone: (415) 283-3042
Facsimile: (415) 283-3046
With a copy to:
Fortis Capital Corp.
Loan Syndications/Agency
520 Madison Avenue
New York, NY 10022
Attention: Ms. Gloria Beloti-Fields
            
     Assistant Vice President
Telephone: (212) 340-5455
Facsimile: (212) 340-5450
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------