EXECUTION COPY

GUARANTY

THIS GUARANTY
(as amended, modified or supplemented in accordance with the terms hereof, this
Guaranty), dated as of December 21, 2005, is made by INTERPOOL,
INC., a corporation organized under the laws of the State of Delaware
(together with its successors and its permitted assigns, the Parent
Guarantor), in favor of DVB BANK N.V., as agent (in such
capacity, the Agent) for each financial institution which is
now or may hereafter become a party to the Credit Agreement (the
Lenders), dated as of December 21, 2005 (as amended, modified
or supplemented from time to time in accordance with its terms, the
Credit Agreement), between Interpool Containers Limited, as
borrower (the Borrower), the Parent Guarantor, Interpool
Limited, the Agent and the Lenders. The Agent and the Lenders are referred to
herein individually as a Beneficiary and, collectively, as
the Beneficiaries.

PRELIMINARY STATEMENTS

WHEREAS, concurrently with the execution of
this Guaranty, the Borrower, the Agent, the Parent Guarantor, Interpool Limited
and the Lenders have entered into the Credit Agreement;

WHEREAS, it is a condition precedent
to the entering into of the transactions contemplated by the Credit Agreement
that the Parent Guarantor shall have executed and delivered this Guaranty;

WHEREAS, the Parent Guarantor
directly or indirectly owns all of the capital stock of the Borrower and will
obtain substantial direct and indirect benefit from the execution and delivery
of the Credit Agreement and is willing to provide this Guaranty on the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of
the premises and other consideration, the receipt and sufficiency of which are
hereby acknowledged by the Parent Guarantor, the Parent Guarantor hereby agrees
as follows:

Section 1.
  Definitions. Capitalized terms used and not otherwise defined herein
(including those used in the preamble) shall have the meaning assigned to such
terms in the Credit Agreement.

Section 2.  Guaranty.

(a) The Parent
Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as
primary obligor and as a guarantor of payment and not merely as surety or
guarantor of collection, to the Agent and each Lender, (i) subject to
Section 2(c) below, the full and prompt payment by the Borrower when due of the
Obligations incurred by the Borrower pursuant to the Credit Agreement and the
other Loan Documents to which the Borrower is a party, strictly in accordance
with the terms of such Loan Documents (collectively, the Payment
Obligations), and (ii) the full and timely performance of, and
compliance with, each and every duty, agreement, undertaking, indemnity and
obligation of the Borrower under the Loan Documents strictly in accordance with
the terms thereof, in each case, however created, arising or evidenced, whether
direct or indirect, primary or secondary, absolute or contingent, joint or
several and whether now or hereafter existing or due or to become due (such
payment and other obligations described in clauses (i) and (ii) being
referred to herein as the Liabilities).

(b) The Parent
Guarantor further agrees to pay any and all costs and expenses (including,
without limitation, all reasonable fees and disbursements of counsel) that may
be paid or incurred by the Agent and/or one or more of the Lenders in enforcing
any rights with respect to, or collecting, any or all of the Liabilities or
enforcing any rights with respect to, or collecting against, the Parent
Guarantor hereunder together with interest at the Default Rate specified in the
Credit Agreement from the date when such expenses are so incurred to the date of
actual payment thereof. Without limiting the generality of the foregoing, the
liability of the Parent Guarantor hereunder shall extend to all amounts which
constitute part of the Liabilities and would be owed by the Borrower but for the
fact that such amounts are unenforceable or not allowable due to any
circumstance whatsoever or due to the existence of a bankruptcy, suspension of
payments, reorganization or similar proceeding involving the
Borrower.

(c) Notwithstanding
anything herein to the contrary, the amount payable by the Parent Guarantor in
respect its obligations arising out of its guarantee of the Payment Obligations
shall not exceed in the aggregate, taking into account any amounts previously
paid by the Parent Guarantor hereunder as at any date of determination, 10% of
the aggregate Net Present Value of all Equipment subject at such time to the
Security Agreement.

Section 3.  
Guaranty Absolute. This Guaranty shall constitute a guaranty of payment
and of performance and not of collection, and the Parent Guarantor specifically
agrees that it shall not be necessary, and that the Parent Guarantor shall not
be entitled to require, before or as a condition of enforcing the obligations of
the Parent Guarantor under this Guaranty or requiring payment or performance of
the Liabilities by the Parent Guarantor hereunder, or at any time thereafter,
that any Person: (i) file suit or proceed to obtain or assert a claim for
personal judgment against the Borrower or any other Person that may be liable
for any Liabilities; (ii) make any other effort to obtain payment or
performance of any Liabilities from the Borrower or any other Person that may be
liable for such Liabilities; (iii) foreclose against or seek to realize
upon the Collateral or any other security now or hereafter existing for such
Liabilities; (iv) exercise or assert any other right or remedy to which
such Person is or may be entitled in connection with any Liabilities or any
security or other guaranty therefor; or (v) assert or file any claim
against the assets of any other Person liable for any Liabilities.
Notwithstanding anything herein to the contrary, no provision of this Guaranty
shall require the Parent Guarantor to pay, perform or discharge any Liabilities
prior to the time such Liabilities are due and payable. When making any demand
hereunder against the Parent Guarantor, none of the Agent or any Lender need
make a similar demand on the Borrower; provided that any failure by the
Agent or any Lender to make any such demand or to collect any payments from the
Borrower shall not relieve the Parent Guarantor of its obligations or
liabilities hereunder and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Agent and/or such Lender
against the Parent Guarantor. The Agent and/or the Lenders may in all events
pursue its rights under this Guaranty prior to or simultaneously with pursuing
its various rights referred to in the Credit Agreement, as the Agent and/or such
Lender may determine.

The Parent Guarantor
agrees that this Guaranty shall be continuing and the Parent Guarantor
guarantees that the Liabilities will be paid and performed strictly in
accordance with the terms of the applicable Loan Document, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Agent and/or the Lenders with
respect thereto. If for any reason the Borrower shall fail to fully and timely
pay or perform and discharge any Liabilities to be paid or performed by the
Borrower (whether affirmative or negative in character), the Parent Guarantor
shall promptly on demand by the Agent and/or any Lender pay or perform or cause
to be paid or performed, as the case may be, such Liabilities. Each of the
obligations of the Parent Guarantor under this Guaranty is separate and
independent of each other obligation of the Parent Guarantor under this Guaranty
and separate and independent of the Liabilities, and the Parent Guarantor agrees
that a separate action or actions may be brought and prosecuted against the
Parent Guarantor to enforce this Guaranty, irrespective of whether any action is
brought against the Borrower is joined in any such action or actions. The
obligations of the Parent Guarantor shall be continuing and irrevocable,
absolute and unconditional, primary and original and immediate and not
contingent and shall remain in full force and effect without regard to and not
be released, discharged or in any way affected by any circumstance or condition
(other than by payment in full of the Liabilities) including, without
limitation, the occurrence of any one or more of the following:

| | (i)     any lack of validity or enforceability of any
of the Liabilities under the Credit Agreement and the other Loan Documents or
any document entered into in connection with the transactions contemplated by
the Credit Agreement and the other Loan Documents, any provision thereof, or any
other agreement or instrument relating thereto or the absence of any action to
enforce the same;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     any failure, omission, delay or lack on the
part of the Agent and/or the Lenders to enforce, assert or exercise any right,
power, privilege or remedy conferred on the Agent and/or the Lenders in the
Credit Agreement, the Security Agreement, this Guaranty or any other Loan
Document, or the inability of the Agent and/or the Lenders to enforce any
provision of the Credit Agreement or any other Loan Document for any reason, or
any other act or omission on the part of the Agent or any Lender;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)     any change in the time, manner or place of
performance or of payment, or in any other term of, all or any of the
Liabilities, or any other modification, supplement, amendment or waiver of or
any consent to departure from the terms and conditions of any of the Credit
Agreement, any other Loan Document or any document entered into in connection
with the transactions contemplated by the Credit Agreement or the other Loan
Documents;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)     any taking, exchange, release or
non-perfection of the Collateral or any other collateral or security, or any
taking, release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Liabilities or the acceptance of any security
therefor;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)     the waiver by the Agent and/or any Lender of
the performance or observance by the Borrower of any of the Liabilities, the
waiver of any default in the performance or observance thereof, any extension by
the Agent and/or any Lender of the time for payment or performance and discharge
by the Borrower of any Liabilities or any extension, indulgence or renewal of
any Liabilities;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)     any bankruptcy, suspension of payments,
insolvency, sale of assets, winding-up, dissolution, liquidation, receivership
or reorganization of, or similar proceedings involving the Borrower or its
assets or any resulting release or discharge of any of the Liabilities;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)     the recovery of any judgment against any
Person or any action to enforce the same;
| | --------------------------------------------------------------------------------------------

| | (viii)     any failure or delay in the enforcement of
the Liabilities of any Person under the Credit Agreement or any other Loan
Document or any document entered into in connection with the transactions
contemplated by the Credit Agreement or the other Loan Documents or any
provision thereof;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)     any set-off, counterclaim, deduction, defense,
abatement, suspension, deferment, diminution, recoupment, limitation or
termination available with respect to any Liabilities and, to the extent
permitted by Applicable Law, irrespective of any other circumstances that might
otherwise limit recourse by or against the Parent Guarantor or any other
Person;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x)     the obtaining, the amendment or the release of
or consent to any departure from the primary or secondary obligation of any
other Person, in addition to the Parent Guarantor, with respect to any
Liabilities;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi)     any compromise, alteration, amendment,
modification, extension, renewal, release or other change, or waiver, consent or
other action, or delay or omission or failure to act, in respect of any of the
terms, covenants or conditions of the Credit Agreement, any other Loan Document
or any document entered into in connection with the transactions contemplated by
the Credit Agreement or any other Loan Document, or any other agreement or any
related document referred to therein, or any assignment or transfer of any
thereof;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii)     any manner of application of Collateral or
Proceeds thereof, to all or any of the Liabilities, or any manner of sale or
other disposition of any Collateral, or any furnishing or acceptance of
additional collateral;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii)     any change in control in the ownership of
the Borrower, any change, merger, demerger, consolidation, restructuring or
termination of the corporate structure or existence of the Borrower or any of
its Subsidiaries;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiv)     to the fullest extent permitted by Applicable
Law, any other circumstance which might otherwise constitute a defense available
to, or a discharge of, a guarantor or surety with respect to any
Liabilities;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv)     any default, failure or delay, whether as a
result of actual or alleged force majeure, commercial impracticability or
otherwise, in the performance of the Liabilities, or by any other act or
circumstances which may or might in any manner or to any extent vary the risk of
the Parent Guarantor, or which would otherwise operate as a discharge of the
Parent Guarantor;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xvi)     the existence of any other obligation of the
Parent Guarantor, or any limitation thereof, in the Credit Agreement or any
other Loan Document;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xvii)     any regulatory change or other governmental
action (whether or not adverse); or
| | ------------------------------------------------------------------------------------------

| | (xviii)     the partial payment or performance of the
Liabilities (whether as a result of the exercise of any right, remedy, power or
privilege or otherwise) or the invalidity of any payment for any reason
whatsoever.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Should any money due or
owing under this Guaranty not be recoverable from the Parent Guarantor due to
any of the matters specified in clauses (i) through (xviii) above or for
any other reason, then, in any such case, such money shall nevertheless be
recoverable from the Parent Guarantor as though the Parent Guarantor were
principal debtor in respect thereof and not merely a guarantor and shall be paid
by the Parent Guarantor forthwith.

This Guaranty shall continue to be effective
or be automatically reinstated, as the case may be, if at any time any payment,
or any part thereof, of any of the Liabilities is rescinded or must otherwise be
restored or returned by the Agent and/or any Lender for any reason whatsoever,
whether upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower or otherwise, all as though such payment had not
been made, and the Parent Guarantor agrees that it will indemnify the Agent and
each Lender on demand for all reasonable costs and expenses (including, without
limitation, fees and disbursement of counsel) incurred by any such Person in
connection with such rescission or restoration. If an event permitting the
exercise of remedies under the Credit Agreement or any other Loan Document shall
at any time have occurred and be continuing and such exercise, or any
consequences thereof provided in the Credit Agreement or any other Loan
Document, shall at such time be prevented by reason of the pendency against the
Borrower of a case or proceeding under a bankruptcy or insolvency law, the
Parent Guarantor agrees that, for purposes of this Guaranty and its obligations
hereunder, amounts payable under the Credit Agreement and the other Loan
Documents shall be deemed to have been declared in default, with all attendant
consequences as provided in the Credit Agreement and the other Loan Documents as
if such declaration of default and the consequences thereof had been
accomplished in accordance with the terms of the Credit Agreement and the other
Loan Documents, and the Parent Guarantor shall forthwith pay any amounts
guaranteed hereunder, without further notice or demand.

Section 4.  Waiver.
To the fullest extent permitted by applicable law, the Parent Guarantor hereby
expressly and irrevocably waives diligence, promptness, demand for payment or
performance, filing of claims with any court, any proceeding to enforce any
provision of the Loan Documents, notice of acceptance of and reliance on this
Guaranty by the Agent and each Lender, notice of the creation of any liabilities
of the Borrower, any requirement that the Agent or any Lender protect, secure,
perfect or insure any security interest or lien on the Collateral or any
property subject thereto, any right to require a proceeding first against the
Borrower, whether to marshal any assets or to exhaust any right or take any
action against the Borrower or any other Person or entity or any collateral or
otherwise, any diligence in collection or protection of or realization upon any
Liabilities, any obligation hereunder or any collateral security for any of the
foregoing, any right of protest, presentment, notice or demand whatsoever, all
claims of waiver, release, surrender, alteration or compromise, and all
defenses, set-offs, counterclaims, recoupments, reductions, limitations,
impairments or terminations, whether arising hereunder or otherwise.

Section 5.  Certain
Actions. The Agent and each Lender may, from time to time at its sole
discretion and without notice to Parent Guarantor, take any or all of the
following actions without affecting the obligations of Parent Guarantor
hereunder: (i) retain or obtain a lien upon or a security interest in any
property to secure any of the Liabilities or any obligation hereunder;
(ii) retain or obtain the primary or secondary obligation of any obligor or
obligors, in addition to Parent Guarantor, with respect to any of the
Liabilities or any obligation hereunder; (iii) with consent of the
Borrower, extend or renew for one or more periods (regardless of whether longer
than the original period), alter or exchange any of the Liabilities, or release
or compromise any obligation of Parent Guarantor hereunder or any obligation of
any nature of any other obligor (including the Agent) with respect to any of the
Liabilities; (iv) release or fail to perfect any lien upon or security
interest in, or impair, surrender, release or permit any substitution or
exchange for, all or any part of any property securing any of the Liabilities or
any obligation hereunder, or extend or renew for one or more periods (regardless
of whether longer than the original period) or release, compromise, alter or
exchange any obligations of any nature of any obligor with respect to any such
property; and (v) resort to Parent Guarantor for payment of any of the
Liabilities, regardless of whether the Agent or the Lender, as the case may be,
shall have resorted to any property securing any of the Liabilities or any
obligation hereunder or shall have proceeded against any other obligor primarily
or secondarily obligated with respect to any of the Liabilities.

Section 6.  Subrogation.
Any amounts received by the Agent or any Lender from whatsoever source on
account of the Liabilities may be applied by it toward the payment of such of
the Liabilities, and in such order of application, as the Agent or such Lender
may from time to time elect. No payment made by or for the account of Parent
Guarantor pursuant to this Guaranty shall entitle Parent Guarantor by
subrogation, indemnity or otherwise to any payment by the Agent or the Lender,
as the case may be, from or out of any property of such Person, and Parent
Guarantor shall not exercise any right or remedy against the Agent or the
Lender, as the case may be, or any property of such Person by reason of any
performance by Parent Guarantor of this Guaranty.

Section 7.  Rights of Third
Parties; Set-off. (a)  This Guaranty is made only for the benefit
of, and shall be enforceable only by, the Agent and each Lender, and this
Guaranty shall not be construed to create any right in any Person other than the
Agent and each Lender to be a contract in whole or in part for the benefit of
any Person other than the Agent and each Lender.

(b)  Upon
the occurrence of any Event of Default under the Credit Agreement, the Parent
Guarantor hereby irrevocably authorizes the Agent, each Lender and each of their
respective Affiliates, at any time and from time to time without notice to the
Parent Guarantor, any such notice being expressly waived by the Parent
Guarantor, to set-off and appropriate and apply any and all assets, at any time
held or owing by the Parent Guarantor or any of its Affiliates to, or for the
credit of the account of the Parent Guarantor, or any part thereof in such
amounts as the Agent or such Lender, as the case may be, may elect, against and
on account of the obligations and liabilities of the Parent Guarantor to the
Agent and each Lender hereunder of every nature and description of the Agent and
each Lender. The Agent shall notify the Parent Guarantor promptly of any such
set-off and the application made by the Agent, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of the Agent under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which the
Agent and the Lenders may have.

Section 8.  Representations
and Warranties. Parent Guarantor represents and warrants to the Agent and
each Lender as follows:

(a)  Access
to Information. Parent Guarantor has and will continue to have independent
means of obtaining information concerning the Borrowers affairs, financial
condition and business. None of the Agent or any Lender shall have any duty or
responsibility to provide Parent Guarantor with any credit or other information
concerning the Borrowers affairs, financial condition or business which
may come into the possession of the Agent or any Lender.

(b)  Organization
and Good Standing. It is a corporation organized, validly existing and in
compliance under the laws of the State of Delaware, with corporate power and
authority to own its properties and to conduct its business as such properties
are presently owned and such business is presently conducted.

(c)  Due
Qualification. It is duly licensed, qualified and authorized to do business
and is in good standing in each jurisdiction where the ownership, leasing or
operation of its property or the conduct of its business requires such licensure
or qualification except for failures to be so qualified which, individually or
in the aggregate, could not reasonably be expected to have a material adverse
effect on the business, operations, property, assets, liabilities, financial
condition or prospects of Parent Guarantor.

(d)  Power
and Authority; Due Authorization. It has (i) all necessary power,
authority and legal right to execute, deliver and perform its obligations under
this Guaranty and (ii) duly authorized by all necessary corporate action
such execution, delivery and performance of this Guaranty.

(e)  Binding
Obligations. This Guaranty constitutes the legal, valid and binding
obligation of Parent Guarantor, enforceable in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors rights generally
and by general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.

(f)  No
Violation. The execution, delivery and performance of this Guaranty will not
(i) conflict with, or result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time or both) a
default under (A) the certificate of incorporation or by-laws of Parent
Guarantor or (B) any indenture, lease, loan agreement, receivables purchase
agreement, mortgage, deed of trust, or other agreement or instrument to which
Parent Guarantor is a party or by which it or its property is bound,
(ii) result in or require the creation or imposition of any lien upon any
of its properties pursuant to the terms of any such indenture, lease, loan
agreement, receivables purchase agreement, mortgage, deed of trust, or other
agreement or instrument or (iii) violate any law or any order, rule,
regulation applicable to Parent Guarantor of any court or of any federal, state
or foreign regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over Parent Guarantor or any of its
properties.

(g)  Not
Insolvent. The execution, delivery and performance by the Parent Guarantor
of this Guaranty will not render the Parent Guarantor insolvent, nor is it being
made in contemplation of the Parent Guarantors insolvency; the Parent
Guarantor does not, in its reasonable judgment, have an unreasonably small
capital for conducting its business as presently contemplated by
it.

Section 9.  
Successors and Assigns.

(a)  
This Guaranty shall be binding upon Parent Guarantor and upon Parent
Guarantors successors and assigns and all references herein to Parent
Guarantor or the Agent shall be deemed to include any successor or successors
whether immediate or remote, to such Person. Parent Guarantor shall not assign
any of its rights or obligations hereunder without the prior written consent of
the Agent and each Lender.

(b)   This
Guaranty shall inure to the benefit of the Agent, each Lender and their
respective successors and assigns, and all references herein to the Agent or any
Lender shall be deemed to include any successors and assigns of such Person
(whether or not reference in a particular provision is made to such successors
and assigns).

Section 10.  
GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO ANY
CONFLICT OF LAW PRINCIPLES CONTAINED THEREIN. Wherever possible each provision
of this Guaranty shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Guaranty shall be
prohibited by or invalid under such law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this
Guaranty.

Section 11.  CONSENT TO
JURISDICTION; WAIVER OF JURY TRIAL. THE AGENT AND EACH LENDER
MAY ENFORCE ANY CLAIM ARISING OUT OF THIS GUARANTY AND ANY OTHER LOAN
DOCUMENT TO WHICH THE PARENT GUARANTOR IS A PARTY IN ANY STATE OR FEDERAL COURT
HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE STATE AND COUNTY OF NEW
YORK AND WITH RESPECT TO ANY SUCH CLAIM, PARENT GUARANTOR HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF SUCH COURTS. NOTHING HEREIN CONTAINED SHALL
PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING AN ACTION OR PROCEEDING IN
RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER
SUCH ACTION. PARENT GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT LOCATED IN THE STATE AND COUNTY OF NEW YORK AND ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. PARENT GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER
THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

Section 12.  
Notices. All notices, demands or requests given pursuant to this
Agreement shall be in writing personally delivered, or sent by facsimile (with
subsequent telephone confirmation of receipt thereof) or sent by internationally
recognized overnight courier service, to the following addresses:

| | To Parent Guarantor: | Interpool, Inc.
211 College Road East
Princeton, New Jersey 08540
Attention: Chief Financial Officer
Telephone: (609) 452-8900
Facsimile: (609) 452-8211
| | -------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | To Agent: | DVB Bank N.V.
Parklaan 2
3016 BB Rotterdam
The Netherlands
Attention: Aad Molenaar / Chantal van de Beek
Telephone: +31 10 206 971 931
Facsimile: +31 10 436 2547
| | --------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | To Lenders: | At the address set forth in the Credit Agreement
| | ----------- | ------------------------------------------------

Notice shall be effective and deemed
received (a) two (2) days after being delivered to the courier service, if
sent by courier, (b) upon receipt of confirmation of transmission, if sent
by telecopy, or (c) when delivered, if delivered by hand. Either party may
alter the address to which communications are to be sent by such change of
address in conformity with the provisions of this Section 12 for giving
notice and by otherwise complying with any applicable terms of this Guaranty.

Section 13.  Termination.
Subject to the provisions of the final paragraph of Section 3 hereof, this
Guaranty shall terminate upon the earlier to occur of (i) discharge of the
Credit Agreement; and (ii) satisfaction in full of the Liabilities.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Guaranty has been
executed and delivered by Parent Guarantors duly authorized officer as of
the date first written above.

| | INTERPOOL, INC.
By:  
       Name:
       Title:
| | ------------------------------------------------

|Accepted and Agreed:DVB BANK N.V., not in its individual capacity but solely
as Agent under the Credit Agreement
By:  
       Name:
       Title:
By:  
       Name:
       Title: | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |