Exhibit 10.43

SEVENTH AMENDMENT TO THIRD AMENDED ANDRESTATED SENIOR LOAN AND SECURITY AGREEMENT

This Seventh Amendment to Third Amended and Restated Senior Loan and Security
Agreement ("Seventh Amendment") entered into as of May __, 2003, by and
among Interpool, Inc. ("Interpool"), Interpool Limited
("Limited"), Interpool Finance Corp. ("Finance") and Trac
Lease, Inc. ("TracLease"), each with an address at 211 College Road
East, Princeton, New Jersey 08540 (each a "Borrower" and collectively
"Borrowers"), Wachovia Bank, National Association, successor to
CoreStates Bank, N.A., and f/k/a First Union National Bank, as agent
("Wachovia" or "Agent") and as lender, PNC Bank, National
Association, a national banking corporation, in its capacity as syndication
agent and as lender ("PNC" or "Syndication Agent'), and Fleet
National Bank (successor by merger to Bank Boston, N.A.), a national banking
corporation, in its capacity as documentation agent and as lender
("Fleet" or "Documentation Agent"), along with each of the
other lenders listed on the signature pages hereof, in their capacity as lenders
(each individually, including Wachovia, PNC and Fleet in their capacity as
lenders, is a "Lender" and collectively, they are referred to as
"Lenders").

BACKGROUND

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

B.     On November 12, 1998, Lenders and Borrowers
entered into the First Amendment to Third Amended and Restated Senior Loan and
Security Agreement whereby, inter alia, certain banking institutions exited the
Credit Facility, other banking institutions became Lenders, the Maximum Credit
Limit was increased to $215,000,000 and the Current Term of the Credit Facility
was extended to May 31, 2000.

C.     On May 26, 2000, the parties hereby entered into
the Second Amendment to the Third Amended and Restated Senior Loan and Security
Agreement whereby the Current Term of the Credit Facility was further extended
from May 31, 2000 to July 31, 2000 and certain other performance pricing changes
were made.

D.     On July 20, 2000, the parties hereby entered
into the Third Amendment to the Third Amended and Restated Senior Loan and
Security Agreement whereby the Current Term of the Credit Facility was further
extended to July 31, 2005, PNC was made the Syndication Agent, Fleet was made
the Documentation Agent and certain other amendments to the Loan Agreement were
made.

E.     On October 6, 2000, the parties entered into the
Fourth Amendment to the Third Amended and Restated Senior Loan and Security
Agreement whereby the parties entered into certain Interest Hedging Instruments
and made certain other amendments to the Loan Agreement.

F.     On or about August 23, 2002, the parties entered
into the Fifth Amendment to the Third Amended and Restated Senior Loan and
Security Agreement whereby the Lenders made a one time amendment to address the
Borrowers' delayed filing with the Securities and Exchange Commission due to the
consolidation of Container Applications International, Inc. with Interpool's
Financial Statements.

G.     On or about March 31, 2003, the parties entered
into the Sixth Amendment to the Third Amended and Restated Senior Loan and
Security Agreement whereby the Lenders made a one time amendment to address the
Borrowers' delayed filing of its annual report on Form 10-K for the year ended
December 31, 2002 with the Securities and Exchange Commission due to its
restatement of certain Financial Statements (the "Restatement") and made certain
other amendments to the Loan Agreement.

H.     Borrowers have informed Agent and Lenders that
due to the Restatement, Borrowers will, be unable to timely deliver to Agent and
each Lender Interpool and the Consolidated Subsidiaries' internally prepared
Financial Statements for the fiscal quarter ended March 31, 2003. Borrowers have
requested that Lenders make a one time amendment to extend the period of time
for delivery of such quarterly Financial Statements to July 31, 2003. In
addition, Borrowers have failed to deliver certain reports to Agent for the
fiscal quarter ended December 31, 2002 and anticipate that they will also fail
to timely deliver their accounts receivable aging report for the fiscal quarter
ended March 31, 2003. Borrowers have requested that Agent and Lenders make a one
time amendment resulting from Borrowers failure to timely deliver such reports
to Agent.

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

1.     Amendments to Loan Agreement.

a.     Section 2.1 (e) of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:

| | (e)     Each Borrower shall deliver, within thirty (30)
days after each fiscal quarter end, and with each borrowing request in
accordance with Section 2.3(a), unless Agent or the SuperMajority Lenders
request more frequent delivery, Borrowing Base Certificates in the form of
Exhibit 2.1 (e) attached hereto and made part hereof, executed by an Authorized
Officer of each respective Borrower, evidencing the availability under the
respective Borrowing Bases. The delivery of such Borrowing Base Certificates
shall, upon request of Agent or SuperMajority Lenders, also include supporting
schedules for use in determining the Borrowing Bases. Notwithstanding anything
to the contrary herein, each Borrower shall be permitted to deliver to Agent a
Borrowing Base Certificate, executed by an Authorized Officer of each respective
Borrower for the fiscal quarters ended December 31, 2002 and March 31, 2003 on
or before May 31, 2003.
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b.     Section
6.11(a)(ii) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:

| | (ii)     within sixty (60) days of the end of each
fiscal quarter, deliver to Agent, for Interpool and its Consolidated
Subsidiaries accounts receivable aging report, fleet utilization report and
Lessee concentration report, certified by an Authorized Officer of Interpool as
true and correct, all in form and substance reasonably satisfactory to Agent.
Notwithstanding anything to the contrary contained herein, Interpool and
Consolidated Subsidiaries shall be permitted to deliver their fleet utilization
reports and Lessee concentration reports for the fiscal quarters ended December
31, 2002 on or before May 31, 2003 and accounts receivable aging reports for the
fiscal quarters ended December 31, 2002 and March 31, 2003 on or before July 31,
2003.
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c.     Section
6.11(a)(iii) of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:

| | (iii)     within sixty (60) days after the end of each
of the first three fiscal quarters, deliver to Agent and each Lender, Interpool
and its Consolidated Subsidiaries' internally prepared quarterly Financial
Statements, including internally prepared balance sheet, income statement and
statement of cash flows. Notwithstanding anything to the contrary contained
herein, Agent and each Lender shall accept delivery of a draft of Interpool and
Consolidated Subsidiaries' unaudited quarterly financial statements for the
first quarter of 2003 no later than May 31, 2003, provided that Interpool and the
Consolidated Subsidiaries agree to deliver to the Agent and each Lender the
unaudited quarterly Financial Statements to be included in Interpool's Form 10-Q
for the first quarter of 2003 on or before July 31, 2003; provided, further,
Agent and Lenders reserve the right to determine whether an Event of Default or
Unmatured Event of Default has occurred and is continuing pursuant
to § § 8.1(c) or 8.1 (f) or any other provision of the Loan Agreement based
upon review of the substance of the unaudited quarterly Financial Statements to
be included in Interpool's Form 10-Q for the fast quarter of 2003 or any of the
restated Financial Statements contained in the Form 10-K for the period ended
December 31, 2002
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2.     Delivery of Financial Statements Not Deemed an
Event of Default. The delivery by Interpool and Consolidated Subsidiaries' to
Agent and Lenders of the unaudited fiscal quarter Financial Statements for the
first quarter of 2003 on or before July 31, 2003 shall not be deemed to
constitute an Event of Default or Unmatured Event of Default, unless:

a.     after delivery of
the unaudited quarterly Financial Statements to be included in Interpool's Form
10-Q for the first quarter of 2003, Interpool fails to certify, or inaccurately
certifies, that, without qualification, there is no material adverse change in
the unaudited quarterly Financial Statements to be included in Interpool's Form
10-Q for the first quarter of 2003 from the draft of Interpool's unaudited
quarterly Financial Statements for the first quarter of 2003 required to be
delivered on or before May 31, 2003, other than as a direct result of the
Restatement; or

b.     after review of
Interpool's unaudited quarterly Financial Statements to be included in
Interpool's Form 10-Q for the first quarter of 2003 and/or Interpool's Form 10-K
for the year-ended December 31, 2002, Agent and Lenders determine that an Event
of Default or Unmatured Event of Default has occurred and is continuing under
the Loan Documents.

3.     Delivery of Reports Not Deemed an Event of
Default. The delivery of (i) each Borrower's Borrowing Base Certificate for
the fiscal quarters ended December 31, 2002 and March 31, 2003 after the
originally scheduled due dates, but on or before May 31, 2003, (ii) Interpool
and its Consolidated Subsidiaries' fleet utilization report and Lessee
concentration report for the fiscal quarter ended December 31, 2002 after the
originally scheduled due date, but on or before May 31, 2003 and (iii) Interpool
and its Consolidated Subsidiaries' accounts receivable reports for the fiscal
quarters ended December 31, 2002 and March 31, 2003 after the originally
scheduled due date, but on or before July 31, 2003, shall not be deemed to
constitute an Event of Default or Unmatured Event of Default, unless, after
review of such reports Agent determines that an Event of Default or Unmatured
Event of Default has occurred and is continuing under the Loan
Documents.

4.     Representations and Warranties. Borrowers
represents and warrants to Lenders:

a.     By execution of
this Seventh Amendment, Borrowers reconfirm all warranties and representations
made to Lenders under the Loan Agreement and Loan Documents and restates such
warranties and representations as of the date hereof all of which shall be
deemed continuing until all of the Obligations from Lenders are paid and
satisfied in full.

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

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

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

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

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

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

a.     Execution and
delivery by Borrowers to Lenders of this Seventh Amendment; and

b.     Payment by
Borrowers of all fees, costs and expenses incurred by Lenders in connection with
this Seventh Amendment.

8.     Ratification of Loan Documents. Except as
expressly set forth herein, all of the terms and conditions of the Loan
Documents are hereby ratified and confirmed and continue unchanged and in full
force and effect.

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

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

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

IN
WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be
executed and delivered as of the day and year fast above written.

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

WACHOVIA BANK, National Association, as Agent and Lender
By:____________________________________________
PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and Lender
By:____________________________________________
FLEET NATIONAL BANK, as Documentation Agent and Lender
By:____________________________________________
JPMORGAN CHASE BANK, as Lender
By:____________________________________________
CREDIT LYONNAIS AMERICAS, as Lender
By:____________________________________________
UNION BANK OF CALIFORNIA, N.A., as Lender
By:____________________________________________
LASALLE BANK NATIONAL ASSOCIATION, as Lender
By:____________________________________________
NATIONAL CITY BANK, as Lender 
By:____________________________________________
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