EXHIBIT
10.63

# SUPPLEMENTAL INDENTURE
TO 
INDENTURE DATED AS OF SEPTEMBER 14, 2004 
BETWEEN INTERPOOL, INC. 
AND U.S. BANK NATIONAL ASSOCIATION

SUPPLEMENTAL
INDENTURE dated as of December ___, 2005 (this Supplemental Indenture), by and
between INTERPOOL, INC., a Delaware corporation (the Company), and U.S. BANK
NATIONAL ASSOCIATION, a nationally chartered banking association, in its capacity as
Trustee under the Indenture referred to below (the Trustee).

WITNESSETH:

WHEREAS,
the Company and the Trustee are parties to an Indenture dated as of September 14, 2004
(the Indenture) under which the Companys 6.00% Senior Notes Due 2014
(collectively, the Notes) are issued and outstanding;

WHEREAS,
pursuant to Section 10.2 of the Indenture, the Company has received the written consent of
holders of Notes representing a majority in aggregate principal amount of the outstanding
Notes to make certain amendments to the Indenture, and in accordance therewith, the
parties desire to amend the Indenture as herein provided; and

WHEREAS,
all conditions precedent and requirements necessary to make this Supplemental Indenture a
valid and legally binding instrument in accordance with its terms have been complied with,
performed and fulfilled and the execution and delivery hereof have been in all respects
duly authorized.

NOW
THEREFORE, in consideration of the premises and intending to be legally bound hereby, it
is agreed, for the benefit of all holders of the Notes, as follows:

SECTION 1. AMENDMENT TO
INDENTURE

Section
4.7(b) of the Indenture is hereby amended by deleting the reference to $7.0
million in clause (9) of such section and substituting $13.0 million in
lieu thereof.

SECTION 2. EFFECT ON
INDENTURE

(a)
       
From and after the date hereof, each reference in the Indenture to this
Indenture, herein, hereof, hereunder
or words of similar import, shall mean and be a reference to the Indenture as
amended hereby.

(b)
              Except as specifically  amended
above in  connection  herewith,  the  Indenture  shall  remain in full force and
effect and is hereby ratified and confirmed.

(c)
               The  execution,  delivery  and
effectiveness  of this  Supplemental  Indenture  shall not,  except as expressly
provided  herein,  operate  as a waiver  of any  right,  power or  remedy of the
holders of the Notes or the Trustee under the Indenture or any document executed
in connection therewith.

SECTION 3.
GOVERNING LAW

THIS  SUPPLEMENTAL  INDENTURE  AND THE  OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH,  THE LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.

SECTION 4. COUNTERPARTS

This
Supplemental Indenture may be executed in any number of separate counterparts, each of
which shall collectively and separately constitute one agreement.

IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.

| | INTERPOOL, INC.
By________________________________
Title_______________________________
| | ---------------------------------------------------------------------------------------

|[Seal]
Attest:__________________________________
             
        Secretary | 
|-------------------------------------------------------------------------------- | 

| | U.S. BANK NATIONAL ASSOCIATION
By________________________________
Title_______________________________
| | ------------------------------------------------------------------------------------------------------