REVOLVING CREDIT AGREEMENT

dated as of December 29, 2004
among

INTERPOOL LIMITED,
andINTERPOOL, INC.,
as the BorrowersINTERPOOL, INC.,
as the Parent GuarantorDVB BANK N.V.,
as the Agent
andTHE LENDERS NAMED HEREIN

---

DVB Bank N.V.,
Arranger

TABLE OF CONTENTS

| |  | Page
| |  | ----

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

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

| | 1.2 | Rules of Interpretation | 18
| | --- | ----------------------- | --

|SECTION 2. | THE CREDIT LOANS | 20
|---------- | ---------------- | --

| | 2.1 | The Credit Loans | 20
| | --- | ---------------- | --

| | 2.2 | The Notes | 20
| | --- | --------- | --

| | 2.3 | Principal Payments on the Notes | 20
| | --- | ------------------------------- | --

| | 2.4 | Interest on the Credit Loans | 21
| | --- | ---------------------------- | --

| | 2.5 | Available Commitments | 22
| | --- | --------------------- | --

| | 2.6 | Fees | 22
| | --- | ---- | --

| | 2.7 | Prepayments | 23
| | --- | ----------- | --

| | 2.8 | Illegality or Impossibility | 23
| | --- | --------------------------- | --

| | 2.9 | Additional Costs and Expenses; Reserve Charge; Capital Requirements | 24
| | --- | ------------------------------------------------------------------- | --

| | 2.10 | The Agent's or Lender's Certificates | 25
| | ---- | ------------------------------------ | --

| | 2.11 | Pro Rata Treatment | 26
| | ---- | ------------------ | --

| | 2.12 | Receipt and Disbursement of Funds | 26
| | ---- | --------------------------------- | --

| | 2.13 | Form and Terms of Payment | 26
| | ---- | ------------------------- | --

| | 2.14 | Obligations | 27
| | ---- | ----------- | --

| | 2.15 | Replacement of an Affected Lender | 27
| | ---- | --------------------------------- | --

| | 2.16 | Funding Losses | 28
| | ---- | -------------- | --

| | 2.17 | Payments Free and Clear of Taxes | 28
| | ---- | -------------------------------- | --

| | 2.18 | Term-Out Option | 29
| | ---- | --------------- | --

| | 2.19 | Extension of Commitment Termination Date | 29
| | ---- | ---------------------------------------- | --

|SECTION 3. | REPRESENTATIONS AND WARRANTIES | 30
|---------- | ------------------------------ | --

| | 3.1 | Corporate Existence and Good Standing, Etc. | 30
| | --- | ------------------------------------------- | --

| | 3.2 | Corporate Power; Consents; Absence of Conflict with Other Agreements, Etc. | 30
| | --- | -------------------------------------------------------------------------- | --

| | 3.3 | Title to Properties | 31
| | --- | ------------------- | --

| | 3.4 | Financial Statements | 31
| | --- | -------------------- | --

| | 3.5 | No Material Changes, Etc. | 31
| | --- | ------------------------- | --

| | 3.6 | Litigation | 31
| | --- | ---------- | --

| | 3.7 | No Materially Adverse Contracts, Etc. | 31
| | --- | ------------------------------------- | --

| | 3.8 | Compliance with Other Instruments, Laws, Etc. | 32
| | --- | --------------------------------------------- | --

| | 3.9 | Tax Status | 32
| | --- | ---------- | --

| | 3.10 | Compliance with ERISA | 32
| | ---- | --------------------- | --

| | 3.11 | No Default | 32
| | ---- | ---------- | --

| | 3.12 | Patents, Copyrights, Permits, Trademarks, Licenses and Leases | 32
| | ---- | ------------------------------------------------------------- | --

| | 3.13 | Use of Proceeds | 32
| | ---- | --------------- | --

| | 3.14 | Capitalization | 33
| | ---- | -------------- | --

| | 3.15 | Holding Company and Investment Company Acts | 33
| | ---- | ------------------------------------------- | --

| | 3.16 | Disclosure | 33
| | ---- | ---------- | --

| | 3.17 | Title to Lease and Equipment; Monitoring System | 33
| | ---- | ----------------------------------------------- | --

| | 3.18 | Borrowing for Own Benefit | 33
| | ---- | ------------------------- | --

|SECTION 4. | CONDITIONS TO CLOSING | 33
|---------- | --------------------- | --

| | 4.1 | Initial Borrowing | 33
| | --- | ----------------- | --

| | 4.2 | Each Borrowing Date | 35
| | --- | ------------------- | --

|SECTION 5. | REVOLVING COLLATERAL | 35
|---------- | -------------------- | --

| | 5.1 | Addition of Collateral | 35
| | --- | ---------------------- | --

| | 5.2 | Removal of Collateral | 36
| | --- | --------------------- | --

| | 5.3 | Collateral Account | 37
| | --- | ------------------ | --

|SECTION 6. | AFFIRMATIVE COVENANTS | 37
|---------- | --------------------- | --

| | 6.1 | Punctual Payment | 37
| | --- | ---------------- | --

| | 6.2 | Location of Office | 37
| | --- | ------------------ | --

| | 6.3 | Records and Accounts; Collateral Tracking System | 37
| | --- | ------------------------------------------------ | --

| | 6.4 | Financial Statements, Certificates and Information | 37
| | --- | -------------------------------------------------- | --

| | 6.5 | Business and Corporate Existence | 39
| | --- | -------------------------------- | --

| | 6.6 | Payment of Taxes | 39
| | --- | ---------------- | --

| | 6.7 | [Intentionally Omitted] | 39
| | --- | ----------------------- | --

| | 6.8 | Insurance | 39
| | --- | --------- | --

| | 6.9 | Inspection of Properties and Books; Containers Monitoring System | 40
| | --- | ---------------------------------------------------------------- | --

| | 6.10 | Licenses and Permits | 41
| | ---- | -------------------- | --

| | 6.11 | Notice of Material Claims and Litigation | 41
| | ---- | ---------------------------------------- | --

| | 6.12 | Further Assurances | 41
| | ---- | ------------------ | --

| | 6.13 | Pension Plans | 41
| | ---- | ------------- | --

| | 6.14 | Use of Proceeds | 42
| | ---- | --------------- | --

| | 6.15 | Notice of Default | 42
| | ---- | ----------------- | --

|SECTION 7. | NEGATIVE COVENANTS | 42
|---------- | ------------------ | --

| | 7.1 | Liens | 42
| | --- | ----- | --

| | 7.2 | Maximum Funded Debt to Tangible Net Worth | 42
| | --- | ----------------------------------------- | --

| | 7.3 | Minimum Tangible Net Worth | 42
| | --- | -------------------------- | --

| | 7.4 | Fixed Charge Coverage Ratio | 43
| | --- | --------------------------- | --

| | 7.5 | Additional Financial Covenants | 43
| | --- | ------------------------------ | --

| | 7.6 | Distributions | 43
| | --- | ------------- | --

| | 7.7 | Merger, Consolidation or Sale of Assets, Etc. | 43
| | --- | --------------------------------------------- | --

| | 7.8 | ERISA | 44
| | --- | ----- | --

| | 7.9 | Public Utility Holding Company | 44
| | --- | ------------------------------ | --

| | 7.10 | Transactions with Affiliates | 44
| | ---- | ---------------------------- | --

| | 7.11 | Dispositions of Collateral | 44
| | ---- | -------------------------- | --

|SECTION 8. | EVENTS OF DEFAULT | 44
|---------- | ----------------- | --

|SECTION 9. | REMEDIES | 47
|---------- | -------- | --

|SECTION 10. | NOTICE AND WAIVERS OF DEFAULT | 50
|----------- | ----------------------------- | --

| | 10.1 | Notice of Default | 50
| | ---- | ----------------- | --

| | 10.2 | Waivers of Default | 50
| | ---- | ------------------ | --

|SECTION 11. | SET OFF | 50
|----------- | ------- | --

|SECTION 12. | [OMIT] | 51
|----------- | ------ | --

|SECTION 13. | [OMIT] | 51
|----------- | ------ | --

|SECTION 14. | THE AGENT | 51
|----------- | --------- | --

| | 14.1 | Appointment | 51
| | ---- | ----------- | --

| | 14.2 | Delegation of Duties | 51
| | ---- | -------------------- | --

| | 14.3 | Exculpatory Provisions | 51
| | ---- | ---------------------- | --

| | 14.4 | Reliance by Agent | 52
| | ---- | ----------------- | --

| | 14.5 | Notice of Default | 52
| | ---- | ----------------- | --

| | 14.6 | Non-Reliance on Agent and Other Lenders | 52
| | ---- | --------------------------------------- | --

| | 14.7 | Indemnification | 53
| | ---- | --------------- | --

| | 14.8 | Failure to Act | 54
| | ---- | -------------- | --

| | 14.9 | The Agent in Its Individual Capacity | 54
| | ---- | ------------------------------------ | --

| | 14.10 | Successor Agent | 54
| | ----- | --------------- | --

| | 14.11 | Exercise of Remedies Under Security Documents | 54
| | ----- | --------------------------------------------- | --

| | 14.12 | Standard of Care | 55
| | ----- | ---------------- | --

| | 14.13 | Dealing with the Lenders | 55
| | ----- | ------------------------ | --

| | 14.14 | Duties Not to be Increased | 55
| | ----- | -------------------------- | --

|SECTION 15. | EXPENSES AND INDEMNITIES | 55
|----------- | ------------------------ | --

|SECTION 16. | SURVIVAL OF COVENANTS, ETC. | 56
|----------- | --------------------------- | --

|SECTION 17. | PARTIES IN INTEREST; SUCCESSORS AND ASSIGNS | 56
|----------- | ------------------------------------------- | --

|SECTION 18. | NOTICES, ETC. | 58
|----------- | ------------- | --

|SECTION 19. | MISCELLANEOUS | 59
|----------- | ------------- | --

|SECTION 20. | ENTIRE AGREEMENT, ETC. | 60
|----------- | ---------------------- | --

|SECTION 21. | CONSENTS, AMENDMENTS, WAIVERS, ETC. | 60
|----------- | ----------------------------------- | --

|SECTION 22. | WAIVER OF JURY TRIAL | 60
|----------- | -------------------- | --

|SECTION 23. | SUBMISSION TO JURISDICTION; WAIVERS | 60
|----------- | ----------------------------------- | --

|SECTION 24. | ACKNOWLEDGMENTS | 61
|----------- | --------------- | --

ANNEXES, EXHIBITS AND SCHEDULES

|Annex PG
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F-1
Exhibit F-2
Exhibit G
Exhibit H
Exhibit I
Schedule 1
Schedule 2 | Pricing Grid
Form of Note
Form of Notice of Borrowing
Form of Notice of Assignment
Form of Compliance Certificate
Form of Assignment and Acceptance
Form of Security Agreement (INC.)
Form of Security Agreement (LTD.)
Form of Parent Guaranty
Form of Collateral Certificate
Form of Borrowing Base Certificate
Funding Commitments; Payment Details
Pro Rata Share
|-------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[Credit Agreement]

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT, dated as of December 29 2004, is among
INTERPOOL LIMITED, a company organized under the laws of Barbados
(Interpool Limited), INTERPOOL, INC., a corporation organized
under the laws of the State of Delaware (Interpool, Inc., as a borrower
hereunder, together with Interpool Limited and their respective successors and
permitted assigns, collectively the Borrowers, and each, individually,
together with their respective successors and assigns, a Borrower),
Interpool, Inc., as parent guarantor (in such capacity, 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 a Lender party from time to time (each
individually, a Lender and collectively, the Lenders) and DVB
BANK N.V., as administrative agent for the Lenders (in such capacity, the
Agent).

WHEREAS the Lenders wish to establish a senior secured revolving credit
facility which provides for revolving credit loans to the Borrowers in an
aggregate principal amount up to $150,000,000.

NOW THEREFORE IT IS HEREBY DECLARED AND AGREED AS FOLLOWS:

Section 1.     Definitions; Rules of
Interpretation.

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:

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 securities, by contract, or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

Agent. DVB Bank N.V., acting in the capacity of administrative
agent 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's Jurisdiction. Initially, Rotterdam, The Netherlands
or, with notice to the other parties, such other jurisdiction as the Agent shall
manage this transaction.

Aggregate Net Book Value. As of any date of determination and for
any Borrower, an amount equal to the sum of the then Net Book Values of all
Eligible Equipment then pledged on a first priority and perfected basis by such
Borrower to the Agent pursuant to the terms of the Security Agreement to which
such Borrower is a party and the other Loan Documents.

Aggregate Note Principal Balance. As of any date of determination,
an amount, for any Loan Series, equal to the sum of the then unpaid principal
balances of all Notes for such Loan Series.

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

Allocated Loan Amount. With respect to an item of Equipment as of
any date of determination owned by a Borrower, an amount equal to the product of
(i) a fraction, expressed as a percentage, the numerator of which is equal
to the Net Book Value of such item of Equipment and the denominator of which is
the Aggregate Net Book Value of the Equipment issued in connection with the
related Loan Series, and (ii) the then Aggregate Note Principal Balance of
such Loan Series.

Applicable Margin. For any Interest Period and in respect of the
Credit Loans of any Borrower, the amount determined in accordance with the
Pricing Grid on Annex PG.

Applicable Rate. For any Interest Period and Credit Loan, the
Eurodollar Rate for such Interest Period and Credit Loan plus the Applicable
Margin for such Interest Period.

Arranger. DVB Bank N.V., and its successors and permitted assigns.

Assignment and Assumption. As defined in Section 17(b).

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

Available Commitment. $150,000,000, as the same may be reduced in
accordance with Section 2.5 hereof.

Base Rate. The Applicable Margin plus the higher of (i) the Prime
Rate and (ii) the Federal Funds Effective Rate.

Borrower. Interpool Limited and/or Interpool, Inc., as applicable,
in each case, together with the respective successors and permitted assigns.

Borrowing. The borrowing on any Borrowing Date of a Credit Loan by
a Borrower.

Borrowing
Base. For any Borrower, the sum of (i) 75% of such Borrower's
Aggregate Net Book Value plus (ii) the amount standing to the credit of the
Collateral Account established by the Agent under such Borrower's Security
Agreement; provided that, in case of Interpool Limited and at the option of
Interpool, Inc., there shall be added to Interpool Limited's Borrowing Base
(and removed from the Borrowing Base of Interpool, Inc.) any unutilized excess
Borrowing Base capacity of Interpool, Inc.; provided further that, in no event
may any portion of the Borrowing Base of Interpool Limited be utilized by
Interpool, Inc. In determining the Borrowing Base for any Borrower, there shall
be excluded from such Borrower's Borrowing Base Containers (that otherwise
were to be included as Eligible Equipment) to the extent:

| | (i) necessary to bring the average age of the Eligible Equipment owned by such
Borrower to five years or less (the particular Containers to be excluded as a
consequence of this clause (i) to be selected by such Borrower to the extent
choices may be made); and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) required so that the principal amount of Credit Loans then outstanding made
in respect of Special Containers does not exceed 10% of the aggregate
Commitments.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Borrowing Base
Certificate. A certificate, substantially in the form of Exhibit
I, executed by each Borrower on a quarterly basis, or as otherwise required by
Section 4.1, 5.1 or 5.2 hereof.

Borrowing Date. The date on which any Credit Loan is made hereunder.

Business
Day. Any day other than (i) a Saturday, Sunday, legal holiday or
other day on which banks in New York, New York are required or permitted by law
to close, or (ii) in respect of any Interest Period, any borrowing
hereunder, or any payment or prepayment of interest of and/or principal of any
Credit Loan, or any notice in respect of the foregoing, a day in which dealings
in Dollars are not effected in London, England, and a day that is a legal
holiday in the Agent's Jurisdiction.

Capitalized Lease
Obligations. All obligations of the Parent Guarantor and its
Subsidiaries under Capitalized Leases, as reflected on the consolidated balance
sheet of the Parent Guarantor and its consolidated subsidiaries from time to
time delivered pursuant to Section 6.4(a) or (b) hereof.

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 the
consolidated balance sheet of the Parent Guarantor and its consolidated
subsidiaries from time to time delivered pursuant to Section 6.4(a) or (b)
hereof.

Casualty Item. An item of Eligible Equipment that has become the
subject of an Event of Loss.

Closing
Date. The Business Day on which the parties hereto shall have executed
and delivered this Agreement.

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. In respect of either Borrower, this term shall have
the meaning set forth in the Security Agreement to which such Borrower is a
party.

Collateral Account. The "Collateral Account" established under
each Security Agreement.

Collateral Certificate. A certificate substantially in the form of
Exhibit H, executed by the relevant Borrower.

Commitment. As defined in Section 2.1(f).

Commitment
Termination Date. The day falling 364 days after the Closing Date (or,
if such day is not a Business Day, the preceding Business Day), as the same may
be extended in accordance with Section 2.19.

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, 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).

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.

Container. A Standard Container or a Special Container.

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

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.

Credit Loan(s). As defined in Section 2.1.

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 from time to time delivered pursuant
to Section 6.4(a) or (b) hereof.

Default(s). As defined in Section 8.

Default
Rate. In respect of any principal of any Credit Loan or any other amount
under this Agreement that is not paid when due (whether at stated maturity, by
acceleration, by optional or mandatory prepayment or otherwise), a rate per
annum during the period from and including the due date to but excluding the
date on which such amount is paid in full equal to 2% plus the interest rate for
such Credit Loan as provided in Section 2.4(a) and, thereafter, the rate
provided for above in this definition).

Defaulted
Lease. Any Lease (i) in which the Agent, for the benefit of the
Lenders, has a security interest and (ii) for which (A) a rental or
other payment owing thereunder is more than (x) in the case of a Term Lease, 120
days and (y) in the case of a Finance Lease, 90 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, in
the case of this clause (B), the lessor has given notice to such Lessee that
such Lease is in default.

Delinquent
Lease. As at any date of determination, any Lease that has rental
payments thereunder delinquent as of such date by more than (x) in the case of a
Finance Lease, 60 days and (y) in the case of a Term Lease, 90 days.

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.

Discounted Value. As defined in Section 2.3(c) 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),
including inter-company loans and guarantees, 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.

Dollars
and $. 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.

DVB. DVB Bank N.V.

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 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, and (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.

Eligible
Equipment. Any Container which, as of any date of determination complies
with all of the following criteria:

| | (i)     the relevant Borrower holds legal and
beneficial title thereto;
| | -----------------------------------------------------------------------

| | (ii)     to the relevant Borrower's knowledge, it is in
good working condition and good working order;
| | ------------------------------------------------------------------------------------------------------

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

| | (iv)     it is subject to no Liens except the Lien of
the related Security Agreement, any related Eligible Lease and other Permitted
Liens;
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | (v)     the Agent, for the benefit of the Lenders, has
a first priority, perfected security interest therein;
| | -------------------------------------------------------------------------------------------------------------

| | (vi)     it complies with applicable industry standards
including, without limitation, to the extent they may apply, The Customs
Convention on Containers, The International Convention for Safe Containers and
the International Organization for Standardization, including, without
limitation, as to plating, maintenance, examination, re-examination and marking
with re-examination dates, such examination, or re-examination, being performed,
to the extent it may apply, in accordance with the rules and regulations for the
Safety Approval of Cargo Containers of the United States Department of
Transportation;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)     the Agent shall have received the
documentation required to determine Original Cost (as provided in the definition
thereof);
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (viii)     in the case of Containers owned by
Interpool, Inc., such Containers are primarily utilized in the United States,
and in the case of Containers owned by Interpool Limited, such Containers are
international marine containers;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)     it is not traded, located, operated or used,
directly or indirectly, in a Prohibited Jurisdiction or by a Prohibited Person,
and no Lessee or any sublessee thereof is a Prohibited Person or organized in a
Prohibited Jurisdiction;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x)     it is in the possession of the Borrower that
owns it, except (w) for such time as it is in the possession of a Lessee
pursuant to the terms of a Lease, (x) for such time as it is in transit to the
relevant Borrower, (y) for temporary delivery thereof to depot owners and other
Persons for repairs and maintenance made in the ordinary course of business or
(z) as otherwise permitted under any Lease;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi)     it has not been altered or otherwise (without
the prior written consent of the Agent, which consent shall not be unreasonably
withheld), other than such alterations or modifications required by Section
6.7(a) or required (or permitted to be effected) in accordance with the terms of
any applicable Lease;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii)     the relevant Borrower has made, 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 it in accordance with manufacturer's specifications and
recommendations and in as good an operating condition as when originally
delivered, reasonable wear and tear and causes beyond the relevant Borrower's
control excepted;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii)     it is used in accordance with good operating
practices and complies with all loading limitations, handling procedures and
operating instructions prescribed by the manufacturer, which include, to the
extent applicable, any regulations and recommendations of the International
Organization of Standardization as well as any applicable local regulations, and
it is not used in a manner which may damage or shorten its life, including,
without limitation, excessive impact and unbalanced loading;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiv)     it is not knowingly used for storage of
transportation of contraband or of goods which may damage it, including, without
limitation, unprotected corrosive substances, poorly secured materials, or bulk
commodities which may corrode, oxidize, severely dent, puncture, contaminate,
stain or damage it; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv)     it is identified by appropriate lettering and
numbering.
| | -----------------------------------------------------------------

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

| | (i)     Term Lease or Finance Lease. Such Lease
provides for fixed (not floating) rental payments and is either a Term Lease or
a Finance Lease.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     No Defaulted Lease. Such Lease is not a
Defaulted Lease;
| | -----------------------------------------------------------------

| | (iii)     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 has not been satisfied,
subordinated or rescinded;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (v)     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
Equipment and to assume all risk of loss or malfunction of the related Equipment
and such Lease requires the related Lessee, at its own expense, to maintain the
Equipment in good and workable order and to obtain and maintain liability
insurance and physical damage insurance on the Equipment subject thereto;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)     No Violation. The pledge of the
relevant Borrower's right, title and interest in and to such Lease and the
related Equipment will not violate the terms or provisions of such Lease;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (viii)     U.S. Dollars. All payments owing
under such Lease are required to be made in Dollars;
| | ------------------------------------------------------------------------------------------------

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

| | (x)     Event of Loss. Such Lease requires that
in the event of an event of loss (as defined in such Lease) in respect of any
Container the related Lessee must take one of the following actions: (a) restore
or repair the affected Equipment to good repair, condition and working order;
(b) replace the Equipment with like equipment of the same or later model in good
repair, condition and working order, or (c) make a lump sum payment relating to
such Container; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi)     Partial Pledges. No portion of such
Lease or the Containers subject to such Lease has been pledged to a third party
except pursuant to a Stamping Lease.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Equipment. As at any date of determination, all of the Containers
identified on Schedule 1 to each Security Agreement Supplement.

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 =                   LIBOR
                                  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, 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 item of Equipment, 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 a Borrower;
| | ----------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

| | (vi)     such item of Equipment is located in a
Prohibited Jurisdiction.
| | ------------------------------------------------------------------------

Federal Funds
Effective Rate. An interest rate per annum equal to the sum of
(i) one half of one percent (.5%) and (ii) the rate set forth for such
date opposite the caption "Federal Funds (Effective)" in the weekly
statistical release designated as "H.15 (519)", or any successor
publication published by the United States Board of Governors of the Federal
Reserve System or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by the Agent from three Federal funds brokers of recognized standing
selected by it.

Fee Letter. The letter dated December 29, 2004 between the Parent
Guarantor and DVB.

Finance
Lease. A Lease with a minimum maturity (from lease commencement) of
three years and a maximum maturity of eight years that is classified as a
finance lease on the consolidated balance sheet of the Parent Guarantor and its
consolidated subsidiaries from time to time delivered pursuant to Section 6.4(a)
or (b) hereof.

Fixed
Charges. For any rolling four quarter period, the sum of interest
expense of the Parent Guarantor and its Consolidated Subsidiaries (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 obligations of Parent
Guarantor and its Consolidated Subsidiaries as a lessee for lease rentals on
long term leases for such period.

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 Principles or GAAP.
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.

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.

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).

Interest
Period. With respect of any Credit Loan, the period commencing on
(i) initially, the Borrowing Date thereof and (ii) thereafter, any Payment Date
to (but excluding) the next following Payment Date (or, if applicable, the
Commitment Termination Date or Maturity Date).

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 any
Borrower retains title to, or a security interest in, any Equipment sold) or
rendering of services in the ordinary course of such 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.

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

Lease. All leases or contracts for use or hire of the Equipment by
a Lessee and the relevant Borrower (or one of its Affiliates acting as agent for
the relevant Borrower) as lessor, to the extent such leases or contracts relate
to such Equipment.

Lease
Income. For any period of determination an amount equal to the
sum of (i) all rentals, insurance proceeds and other monies which are
payable to the relevant Borrower under, or in respect of, a Lease of Equipment
and which relate to such Equipment, and (ii) all other rent, hire,
requisition hire, and other earnings, payments, damages and monies whatsoever
payable to the relevant Borrower, or to which the relevant Borrower is at any
time entitled by law or contract, in respect of any such Equipment.

Lender(s). Individually, each of the banks or financial
institutions signatory hereto or which may provide additional commitments and
become a party to this Agreement as a Lender hereunder, as set forth in Schedule
1, 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.

LIBOR. For any Interest Period and Credit Loan, (a) in respect of
the initial Interest Period for any Borrowing or if such Interest Period is for
a period of other than three months (as would be the case for the Interest
Period ending on the Commitment Termination Date (if the Term-Out Option has not
been elected) or the Maturity Date), Lender's cost of funds for such period and
(b) otherwise, 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 LIBOR 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 "LIBOR" 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 three months which are
offered by four major banks, as selected by the Agent, in the London interbank
market at approximately 11:00 a.m. 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
three months offered by major banks in New York City at approximately 11:00 a.m.
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 Eurodollar Rate for
such Credit Loan cannot be determined, and the "Eurodollar Rate" shall be the
Base Rate for so long as such condition continues.

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 Notes, the Security Agreements,
the Parent Guaranty, the Fee Letter and all other instruments and agreements
required to be executed and delivered by any Borrower or the Parent Guarantor,
in connection with the transactions contemplated hereby and thereby.

Loan Series. The Credit Loans made to any particular Borrower.

Majority Lenders. Lenders holding more than 50% of the Credit
Loans.

Materially Adverse Effect. Any change in the financial condition
of the Parent Guarantor and its Subsidiaries, taken as a whole, or of the
relevant Borrower considered individually, which could reasonably be expected to
have a materially adverse effect upon the respective ability of the Parent
Guarantor or the relevant Borrower to perform any obligations under this
Agreement or under any other Loan Document to which it is a party, or any act,
omission, event or undertaking which could reasonable be expected to have a
materially adverse effect upon the legality, validity, binding effect,
enforceability or admissibility into evidence of any Loan Document or the
ability of the Agent to enforce any rights or remedies under or in connection
with any Loan Document in any material respect whether resulting from any single
act, omission, event, or undertaking, together with other such acts, omissions,
events or undertakings.

Maturity Date. The last day of the Term-Out Period.

Monitoring System. As defined in Section 6.3.

Net Book
Value. As of any date of determination with respect to an item of
Eligible Equipment, an amount equal to (i) for Eligible Equipment not subject to
a Finance Lease, the excess (if any) of (x) the Original Cost of such an
item of Equipment over (y) the accumulated depreciation of such Equipment
computed assuming such item has a life of 15 years at which time its value will
be 15% of such Original Cost and (ii) for Eligible Equipment subject to a
Finance Lease, the net present value of the scheduled rental payments from and
after such date of calculation due under such Lease in respect of such Equipment
and any purchase price payable by the Lessee under such Lease upon the exercise
of a purchase option thereunder with respect to such Equipment, in each case
discounted at 9% per annum (on the basis of a year of 360 days and actual number
of days elapsed).

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

Note. A promissory note issued by a Borrower in accordance with
Section 2.2 and any such note issued in exchange or replacement thereof pursuant
to Section 17(b).

Notice of
Assignment. In respect of any Lease subject to a Security Agreement, a
notice of assignment, duly completed in a manner satisfactory to the Agent, in
substantially the form attached hereto as Exhibit C, duly executed
and delivered by the relevant Borrower, as lessor under such Lease.

Notice of
Borrowing. A certificate, substantially in the form of
Exhibit B hereto, executed by the relevant Borrower.

Obligations. Collectively, the Obligations (INC.) and Obligations
(LTD.).

Obligations
(INC.). All indebtedness, obligations and liabilities of the Parent
Guarantor (whether as a Borrower or as guarantor) to the Agent, and/or the
Lenders 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.

Obligations
(LTD.). All indebtedness, obligations and liabilities of Interpool
Limited to the Agent, and/or the Lenders 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 an Authorized Officer.

Original
Cost. For any Container, an amount equal to the vendor's or
manufacturer's invoice price paid by the relevant Borrower, ascertained as
follows: (A) if such Container was first placed in service on or after January
1, 2002, on the basis of purchase documentation, invoices, bills of sale or
other evidence of payment submitted to the Agent and reasonably acceptable to it
or (B) if such Container was first placed in service prior to January 1, 2002,
on the basis of the books and records of such Borrower, as certified to the
Agent by such 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 of the Parent Guarantor substantially in the form
of Exhibit G, as the same may be amended, supplemented, restated,
replaced or otherwise modified from time to time.

Participant(s). As defined in Section 17(f).

Payment Date. The last Business Day of each March, June, September
and December.

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.

Permitted
Liens. With respect to any item of Collateral, any or all of the
following: (i) with respect to an item of Equipment, 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 an item of Equipment, 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 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 item of Equipment Collateral; (iii) with
respect to any item of Equipment, Leases entered into in the ordinary course of
business providing for the leasing of such Equipment; (iv) with respect to
any item of Equipment then on lease to a Lessee, any purchase option in favor of
such lessee that is set forth in such Lease; (v) with respect to an item of
Equipment, Liens permitted by the applicable Lease to the extent not covered by
any of the preceding clauses; and (vi) Liens created by the Security
Agreements; provided that (A) any proceedings of the type described in
clauses (i) and (ii) above could not reasonably be expected to subject the
Agent or any Lender to any civil or criminal penalty or liability or involve any
significant risk of material loss, sale or forfeiture of all, or any material
portion of, the Collateral and (B) any Lien of the type described in clause (ii)
shall no longer be a "Permitted" Lien if the lienor shall have filed a
lien of record in respect of the related obligation any time after such amount
shall be past due.

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

Prepayment Tolerance. As defined in Section 2.7(b) hereof.

Prime Rate. The prime or base rate of interest announced from time
to time by Citibank, N.A.

Pro Rata. For any Lender, its proportionate share based on the
percentage set opposite its name on Schedule 2 hereto.

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

Prohibited
Jurisdiction. Any country or jurisdiction, from time to time,
(a) 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 and
(b) in which, or for which, a Lender or any assignee thereof is otherwise
prohibited or restricted, under laws, regulations, sanctions or restrictions
applicable to it or its business, from extending credit, transferring property
or assets, engaging in or facilitating trade or other economic activity, or
otherwise doing business.

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.

Register. As defined in Section 17(d).

Regulation D, U and X. Regulations D, U and X, respectively, of
the Board of Governors of the Federal Reserve System, as in effect from time to
time.

Revolving Credit Period. The period from the Closing Date to the
Commitment Termination Date.

Security Agreement. The Security Agreement (INC.) or the Security
Agreement (LTD.).

Security Agreement (INC.). The Security Agreement (INC.), between
Interpool, Inc. and the Agent substantially in the form of Exhibit F-1
hereto.

Security Agreement (LTD.). The Security Agreement (LTD.), between
Interpool Limited and the Agent substantially in the form of Exhibit F-2
hereto.

Security Agreement Supplement. A Security Agreement Supplement
(INC.) or Security Agreement Supplement (LTD.).

Security Agreement Supplement (INC.). A supplement to the Security
Agreement (INC.) in substantially the form of Exhibit A to the Security
Agreement (INC.).

Security Agreement Supplement (LTD.). A supplement to the Security
Agreement (LTD.) in substantially the form of Exhibit A to the Security
Agreement (LTD.).

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

Special Container. Any shipping container owned by a Borrower that
is other than a Standard Container.

Specified
Indebtedness. Any Indebtedness of the type described in clauses (a),
(b), (c), (d), (e) and (g) of the definition thereof; provided that any
Guarantee referred to such clause (g) shall relate only to Indebtedness of the
type described in clauses (a), (b), (c), (d) and (e) of such definition.

Stamping Lease. As defined in each Security Agreement.

Standard
Container. Any new or used container owned by a Borrower that is a
twenty foot standard dry cargo marine container, a forty foot standard dry cargo
marine container, a forty foot high cube marine container, a twenty foot
standard refrigerated marine container, a forty foot standard refrigerated
marine container or a forty foot high cube refrigerated marine container.

Subsidiary. Any 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.

Tangible Net
Worth. As of any date of determination the amount equal to (A) the
amount of stockholders equity 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.

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. An operating Lease with a minimum maturity (from lease
commitment) of three years and a maximum maturity of eight years and containing
no Lessee fixed price purchase option.

Term-Out
Option. Is the right of the Borrowers to term-out the Credit Loans as
provided in Section 2.18 hereof.

Term-Out
Period. The period from the Commitment Termination Date to the date
falling four years from such date.

Total
Assets. As of any date of determination, the consolidated assets of the
Parent Guarantor and its Subsidiaries, as reflected on a consolidated balance
sheet prepared in accordance with GAAP.

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 term UCC 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 the relevant Borrower as
debtor and the Agent as secured party and filed or to be filed in the office of
the Secretary of State of the State 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).

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 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.

Section 2.     The Credit Loans.

2.1     The Credit Loans.

(a)     Subject to the
terms and conditions hereof, during the Revolving Credit Period each Borrower
shall be entitled to borrow from the Lenders loans on any Business Day during
the Revolving Credit Period (each, a Credit Loan).

(b)     The maximum
amount of Credit Loans that may be borrowed and outstanding hereunder for any
Borrower shall not exceed such Borrower's Borrowing Base, and the aggregate
amount of Credit Loans outstanding at any time shall not exceed the Available
Commitment. In addition, the Aggregate Note Principal Balance of Interpool,
Inc.'s Credit Loans shall not exceed 10% of the aggregate
Commitments.

(c)     Subject to the
terms and conditions hereof, on each Borrowing Date, each Lender will fund its
Pro Rata portion of the Credit Loan to be made on such Borrowing
Date.

(d)     No Credit Loan
made on any Borrowing Date shall be in an amount less than (i) $4,000,000 in the
aggregate on such Borrowing Date and (ii) for any Borrower,
$2,000,000.

(e)     The obligation of
each Lender to make Credit Loans as provided in this Section 2.1 (for any
Lender, its Commitment) shall expire, and shall be of no further effect,
on the Commitment Termination Date.

(f)     Any Borrowing by
a Borrower of a Credit Loan shall require at least three Business Day's prior
written notice of such Borrowing to the Agent (which shall promptly notify the
Lenders thereof), which notice shall be in the form of a Notice of
Borrowing.

(g)     Within the
foregoing limits, the Borrowers may borrow under this Section, repay or to the
extent permitted by Section 2.7, prepay Credit Loans, and reborrow under this
Section during the Revolving Credit Period.

2.2     The Notes. The obligation of the
relevant Borrower to repay the Credit Loans and to pay interest thereon and
other sums which may become payable with respect thereto shall be evidenced by
promissory notes issued by the relevant Borrower substantially in the form of
Exhibit A hereto, duly completed (as provided in Section 2.1(g)) and
executed by the relevant Borrower. Each such Note issued to any Lender shall be
in an amount equal to the Pro Rata portion of such Lender of the Available
Commitment.

2.3     Principal Payments on the Notes. (a)
Unless the Term-Out Option shall have been elected and effected, on the
Commitment Termination Date, each Borrower agrees to pay to the Agent for
account of the Lenders the entire outstanding principal amount of the Credit
Loans borrowed by it outstanding on the Commitment Termination Date.

(b)     If the Term-Out
Option shall have been elected and effected, during the Term-Out Period, on each
Payment Date during the Term-Out Period, there shall be payable by each Borrower
to the Agent for account of the Lenders a principal amount calculated as
follows:

| | (i)     In respect of Credit Loans of such Borrower the
Allocated Loan Amount of which relates to Containers subject to a Finance Lease,
the Agent shall calculate an amortization schedule in respect of the aggregate
principal amount of such Credit Loans of such Borrower relating to such Finance
Lease outstanding on the Commitment Termination Date that provides for
mortgage-style (level-pay) amortization of such aggregate amount on each such
Payment Date to a zero balloon on the Maturity Date or, if such Finance Lease
matures prior to the Maturity Date, the maturity date of such Finance Lease
(utilizing as the interest factor for such calculation the Applicable Rate
(calculated on a bond basis) applicable during the first Interest Period
occurring during the Term-Out Period); and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     In respect of the balance of the Credit Loans
of such Borrower, the Agent shall calculate an amortization schedule in respect
of the aggregate principal amount of such Credit Loans of such Borrower
outstanding on the Commitment Termination Date that provides for mortgage-style
(level-pay) amortization of such aggregate amount on each such Payment Date to a
zero balloon on the Maturity Date (utilizing as the interest factor for such
calculation the Applicable Rate (calculated on a bond basis) applicable during
the first Interest Period occurring during the Term-Out Period).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Agent's calculations pursuant to this Section 2.3(b)
shall be conclusive absent manifest error. The Agent shall, promptly following
the calculations specified in this paragraph (b), provide to the Borrowers, the
Parent Guarantor and the Lenders with a copy of the resulting amortization
schedules.

(c)     Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of each Borrower to such Lender resulting from each Credit Loan
made by such Lender to such Borrower, including the amounts of principal and
interest payable and paid to such Lender by or for account of such Borrower from
time to time hereunder.

(d)     The Agent shall
maintain accounts in which it shall record (i) the amount of each Credit Loan
made hereunder to each Borrower and the Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from each Borrower to each Lender hereunder and (iii) the amount of any
sum received by the Administrative Agent hereunder for account of the Lenders
and each Lender's share thereof.

(e)     The entries made
in the accounts maintained pursuant to paragraph (c) or (d) of this Section
shall be prima facie evidence of the existence and amounts of the obligations
recorded therein;
provided that the failure of any Lender or the Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation
of any Borrower to repay the Credit Loans borrowed by it in accordance with the
terms of this Agreement.

2.4     Interest on the Credit Loans.

(a)     Each Borrower
agrees to pay to the Agent for account of the Lenders on each Payment Date
interest on the outstanding principal amount of each Credit Loan made to it at
the Applicable Rate for the Interest Period ending on such Payment Date
(calculated on the basis of a year of 360 days and actual number of days
elapsed).

(b)     In no event shall
the interest charged with respect to a Credit Loan exceed the maximum amount
permitted by applicable law. If at any time the interest rate charged with
respect to a Credit Loan exceeds the maximum rate permitted by applicable law,
the rate of interest to accrue pursuant to such Credit Loan 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 Credit Loan
below the maximum amount permitted by applicable law until the total amount of
interest accrued on such Credit Loan 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
Credit Loans 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, each 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 of 360 days and
actual number of 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, as applicable, 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 applicable Borrower(s)
upon demand by the Agent or any Lender at any time and from time to
time.

2.5     Available Commitments. During the
Revolving Credit Period, the Borrowers may, upon at least three Business
Days' notice to the Agent (who shall promptly notify the Lenders upon
receipt of such notice), (i) terminate the Available Commitment at any
time, if no Credit Loans are outstanding at such time, (ii) reduce from
time to time by an aggregate amount of at least $10,000,000 the Available
Commitment in excess of the aggregate outstanding principal amount of the Credit
Loans or (iii) reduce from time to time the Available Commitment by an
amount such that the Available Commitment (after taking into account such
reduction) equals the aggregate outstanding principal amount of the Credit
Loans. The Available Commitment shall be terminated automatically on the
Commitment Termination Date. The Available Commitment once terminated or reduced
may not be reinstated.

2.6     Fees. On each Payment Date falling on or
prior to the Commitment Termination Date and on the Commitment Termination Date
(or, if earlier, the date no further Commitments are outstanding), Interpool
Limited agrees to pay to the Agent for account of the Lenders a commitment fee
of 45 basis points per annum on the average daily balance of the unutilized
amount of the Commitments outstanding during the Interest Period ending on such
date, which fee shall be calculated on the basis of a year of 360 days and
actual number of days elapsed.

(a)     Interpool Limited
shall pay the fees specified in the Fee Letter as and when due.

2.7     Prepayments.

(a)     Voluntary
Prepayment. Upon not less than ten Business Days' prior written notice to
the Agent, any Borrower may at any time prepay in whole, or during the Revolving
Credit Period, in part (in minimum increments of $2,000,000 and multiples
thereof), the then unpaid principal amount of the Credit Loans borrowed by it.
The Credit Loans shall not otherwise be subject to voluntary
prepayment.

(b)     Mandatory
Prepayments. Each Borrower shall immediately prepay the Credit Loans borrowed by
it to the extent necessary (and without any minimum Dollar requirement) to
ensure that the aggregate principal amount of the Credit Loans borrowed by it do
not exceed its Borrowing Base; provided that if (and to the extent) its Credit
Loans exceed its Borrowing Base as a result of Events of Loss of Eligible
Equipment, then if the amount of any such prepayment due would be less than
$500,000 (the Prepayment Tolerance), then such prepayment shall be deferred
until such later date as the aggregate amounts owing by such Borrower pursuant
to this Section 2.7(b) would exceed the Prepayment Tolerance.

(c)     General
Provisions. The Agent shall promptly notify each Lender of any notice of
prepayment (and the contents thereof) received by it. The amount of a partial
prepayment made in accordance with the provisions of this Section 2.7 shall be
applied to reduce the unpaid principal balance of the Credit Loans of the
related Loan Series on a pro rata basis, calculated based on the then unpaid
principal balance of all such Notes. In connection with any prepayment made in
accordance with the provisions of this Section 2.7, each 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)     Term-Out
Period. If any prepayment shall be made during the Term-Out Period, such
amounts shall not be subject to reborrowing hereunder. Any prepayment of the
Credit Loans of any Loan Series made in accordance with the provisions of
Section 2.7(b) during the Term-Out Period shall reduce future scheduled
principal payments relating to such Loan Series and, if applicable, the tranche
thereof related to the related Finance Lease, pro rata. In respect of each Loan
Series affected by a partial prepayment of the related Credit Loans in
accordance with Section 2.7 during the Term-Out Period, the Agent will, to the
extent necessary, recalculate the amortization schedule prepared by it in
accordance with Section 2.3(b) hereof to reflect a prepayment of such Credit
Loans.

2.8     Illegality or Impossibility.
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 each 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 and the
Credit Loans held by the affected Lenders shall thereupon bear interest at the
Base Rate. Upon such notification and suspension by the Agent, each relevant
Borrower may prepay immediately the affected Credit Loans borrowed by it in full
without penalty or premium; provided, however that such 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.

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 by any
central bank or other fiscal, monetary or other authority, whether or not having
the force of law) shall: (i) subject any Lender to any tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature with respect to this
Agreement 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 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 any 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 Loans) made by or
commitments (including the Commitment) of any Lender; or (iv) impose on any
Lender 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 its Commitment or a Credit Loan on a Eurodollar Rate Basis; or
(B) to reduce the amount of principal, interest or other amount payable to such
Lender hereunder; or (C) to require such Lender 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 any relevant Borrower
(or, in the case of the Commitment, all of the Borrowers) hereunder, then, and
in each such case, such Lender shall promptly after its determination of such
occurrence give notice thereof to the Agent, and thereafter the Agent shall
promptly give notice thereof to each Borrower, and each such Borrower shall,
upon demand made by the Agent (following notice thereof from the affected Lender
to the Agent) at any time and from time to time as often as the occasion
therefor may arise, pay to the Agent such additional amounts as will be
sufficient, in the reasonable judgment of the affected Lender, to compensate
such Lender for such additional costs, reduction, payment or foregone interest
or other amount.

(b)     If any Lender
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, (ii) the implementation after the date hereof of any Law, rule,
regulation or guideline regarding capital requirements implementing the capital
adequacy framework agreement commonly known as Basle II, or (iii) 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 the Commitment of such Lender or any Credit Loan made by such
Lender pursuant to the terms of this Agreement to a level below that which such
Lender could have achieved (taking into consideration such Lender's policies
with respect to capital adequacy immediately before such adoption, change or
compliance, or implementation, and assuming that such Lender's capital was fully
utilized prior to such adoption, change or compliance) but for such adoption,
change or compliance, then (A) such Lender shall promptly after its
determination of such occurrence give notice thereof to the Agent, and
thereafter the Agent shall promptly give notice thereof to each Borrower; and
(B) such Borrower (or, in the case of the Commitment, the Borrowers jointly and
severally) shall promptly pay to the Agent (and in any event within ten (10)
Business Days after demand) for the respective account(s) of the affected
Lender(s), as an additional fee such amount as each affected Lender(s) shall
have certified to the Agent to be the amount that will compensate it for such
reduction.

(c)     In lieu of paying
any amount specified by the preceding paragraphs (a) and (b), any Borrower shall
have the option to prepay immediately the Credit Loan borrowed by it 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 Section
2.9(b) or (c) that were not eliminated by virtue of such prepayment.

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 any 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 such Borrower in connection with each demand made at any time upon
such 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
any Borrower to the Agent. A claim by the Agent for all or any part of any
additional amount required to be paid by any Borrower pursuant to the provisions
of any of Sections 2.8, 2.9 and 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.

2.11     Pro Rata Treatment. Except as expressly
set forth herein, principal and interest payments and amounts received in
payment of the Notes for any reason and from any source shall be applied pro
rata among the Lenders in accordance with the proportion of outstanding
Credit Loans made by each Lender to all outstanding Credit Loans of such Series.
All other payments, including commitment fee, received by the Agent from, or on
behalf of, any Borrower hereunder 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 (or, prior to any Borrowing,
on a Pro Rata basis).

2.12     Receipt and Disbursement of Funds. (a)
Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly
notify each Lender of the contents thereof and of such Lender's share (if
any) of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower furnishing such notice.

(b)     Not later than
12:00 Noon (New York City time) on the date of each Borrowing, each Lender
participating therein shall make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the
Administrative Agent for account of the applicable Borrower, at the Agent's
account specified on Schedule 1 (or to such other account as the Agent shall
advise the Lenders in writing). Unless the Agent determines that any applicable
condition specified in Section 4 has not been satisfied, the Agent will make the
funds so received from the Lenders available to the Borrower by depositing the
same, in immediately available funds, in an account of the Borrower designated
by such Borrower.

(c)     Unless the Agent
shall have received notice from a Lender prior to the time of any Borrowing that
such Lender will not make available to the Agent such Lender's share of such
Borrowing, the Agent may assume that such Lender has made such share available
to the Agent on the date of such Borrowing in accordance with subsection (b) of
this Section and the Agent may, in reliance upon such assumption, make available
to the applicable Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such share available to the
Agent, such Lender and such Borrower severally agree to repay to the Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to such Borrower until
the date such amount is repaid to the Administrative Agent, at (i) in the case
of such Borrower, a rate per annum equal to the higher of the Federal Funds
effective Rate and the interest rate applicable thereto pursuant to Section
2.4(a) and (ii) in the case of such Lender, the Federal Funds Effective Rate. If
such Lender shall repay to the Agent such corresponding amount, such amount so
repaid shall constitute such Lender's Credit Loan included in such Borrowing for
purposes of this Agreement.

2.13     Form and Terms of Payment. All payments
made by any Borrower hereunder in respect of any Credit Loan borrowed by it,
including principal, interest, Funding Losses, commitment fees and any other
obligations of such Borrower, shall be made to the Agent for account of the
Lenders to the bank and account number specified for the Agent on
Schedule 1 hereto or such other account as the Agent shall specify. All
payments shall be made in immediately available and freely transferable funds
and, in the case of payments of principal of and interest payable on any Payment
Date, by 12:00 Noon, New York time (each such payment made after such time on
such due date to be deemed to have been made on the next succeeding Business
Day). 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. The Agent shall pay to each Lender any amounts received
by the Agent for account of such Lender promptly to the bank and account number
specified for such Lender on Schedule 1 hereto or such other account as such
Lender shall specify.

2.14     Obligations. (a) The failure of
any Lender to make any Credit Loan to be made by it on the date specified
therefor shall not relieve any other Lender of its obligation to make its Loan
on such date, but neither any Lender nor the Agent shall be responsible for the
failure of any other Lender to make a Loan to be made by such other Lender, and
no Lender shall have any obligation to the Agent or any other Lender for the
failure by such Lender to make any Credit Loan required to be made by such
Lender. The amounts payable by any Borrower at any time hereunder to each Lender
shall be a separate and independent debt and each Lender shall be entitled to
protect and enforce its rights arising out of this Agreement, and it shall not
be necessary for any other Lender or the Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.

(b)     Anything in this
Agreement to the contrary notwithstanding, any obligations of the Borrowers
hereunder that are not directly attributable to a Note issued by or a Credit
Loan made to a particular Borrower or the Collateral of a particular Borrower
shall be joint and several obligations of the Borrowers.

(c)     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.

2.15     Replacement of an Affected Lender. 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 on a
Eurodollar Rate Basis is suspended for more than thirty (30) days, (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 a 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) a 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, such Borrower, by notice to the Agent and the Lenders, 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
such Borrower and acceptable to the Agent, any such assignment to be effected in
accordance with Section 17.

2.16     Funding Losses. Each Borrower shall
compensate each Lender, upon request (which request shall set forth in
reasonable detail the basis for requesting such amounts), for all losses,
expenses and liabilities (including any loss or cost (including interest paid)
incurred by such Lender in liquidating or employing deposits required to fund or
maintain its Credit Loan on a Eurodollar Rate Basis and any interest paid by
such Lender to lenders of funds borrowed by it to make or carry its Credit Loan
on a Eurodollar Rate) which such Lender may sustain: (a) if for any reason
a Credit Loan to be borrowed by such Borrower does not occur on a date specified
therefor in a Notice of Borrowing; (b) if any repayment of a Credit Loan
borrowed by such Borrower (including repayments following acceleration of the
Obligations due to an Event of Default) occurs on a day other than the day
scheduled therefor; (c) if any prepayment of any Credit Loan borrowed by
such Borrower is not made on any date specified in a notice of prepayment given
by such Borrower; or (d) as a consequence of any failure by such Borrower
to repay a Credit Loan when required by the terms of this Agreement or the Notes
(collectively, Funding Losses). Each such 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.

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 each Borrower for
its own account not later than the date when due. If any 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 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 (except for
Taxes on the overall net income of such Lender or the Agent or any franchise
Taxes in lieu thereof) 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 without duplication of any amounts paid by such Borrower
pursuant to Section 2.9(a).

(b)     From time to
time, if requested in writing by a 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 such 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 such 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, such Borrower shall take such steps as such Lender
shall reasonably request to assist such Lender to recover such Taxes.

2.18     Term-Out Option. If, at anytime, the
then current Commitment Termination Date shall not be extended as provided in
Section 2.19, the Borrowers may exercise a one time option to term-out the
Credit Loans outstanding on the then existing Commitment Termination Date by
providing notice of such election to the Agent (which shall promptly thereafter
notify the Lenders thereof) not less than 30 days nor more than 60 days prior to
the existing Commitment Termination Date. If the Borrowers exercise the term-out
option contained in this Section 2.18, then the provisions in this Agreement
relating to "Term-Out Period" and "Term-Out Option" shall be
applicable to the Credit Loans. The Borrower's right to exercise the option
provided in this Section 2.18 is subject to there being no Default at the
time of the exercise thereof or on the Commitment Termination Date.

2.19     Extension of Commitment Termination
Date. The Borrowers may, by notice from the Borrower to the Agent not less
than 75 days and not more than 90 days prior to the Commitment Termination Date
then in effect (the "Existing Termination Date"), request that
the Existing Termination Date be extended to the date which is 364 days (or if
such day is not a Business Day, the next preceding Business Day) after the
Consent Date (defined below). The Agent shall within five Business Days of the
receipt of such request, give notice to each Lender requesting the consent of
the Lenders thereto. Each Lender shall consider such request in its sole and
independent discretion and may conduct a full credit evaluation of the Borrowers
and Parent Guarantor in considering such request, and such consideration may
include receipt by such Lender of an appropriate renewal fee (which fee the
initial Lenders have advised the Parent Guarantor on an indicative basis would
be 30 basis points of such Lender's renewed Commitment [which indicative
fee level is based on market conditions, credit conditions and Lender internal
return requirements as of the Closing Date]). Each Lender agreeing to such
extension (an "Extending Lender") shall notify the Agent no
sooner than 60 days prior to the Existing Termination Date nor later than the
date 45 days prior to the Existing Termination Date (the "Consent
Date"); provided that each Lender that determines not to extend the
Existing Termination Date (a "Non-extending Lender") shall
notify the Agent (which shall notify the Borrowers) promptly after such
determination (but in no event later than the Consent Date) and any Lender which
does not advise the Agent of its consent by the Consent Date shall be deemed a
Non-extending Lender. Notices to the Administrative Agent regarding extension of
the Existing Termination Date shall be irrevocable. Notwithstanding the
foregoing, the extension of the Existing Termination Date pursuant to this
Section 2.19 shall not be effective with respect to any Lender unless (i)
all Lenders are Extending Lenders and (ii) the Administrative Agent has received
a certificate of the Borrower, dated the Existing Termination Date, signed by
the chief financial officer, the treasurer or the chief accounting officer of
the Borrower to the effect that since the date of the most recent financial
statements furnished to the Lenders pursuant to Section 6.4 hereof prior to
the Consent Date, there has occurred no material adverse change in the business,
financial position, results of operation or prospects of the Borrower and its
consolidated subsidiaries, considered as a whole, no Default has occurred or is
continuing or will result from extending the Existing Termination Date; and as
of the date of such certificate, the representations and warranties made by the
Borrowers, respectively, in Section 3 are true and correct with the same
force and effect as if made on and as of such date.

Section 3.     Representations and Warranties. Each of
the Parent Guarantor and each Borrower severally represents to the Agent and the
Lenders that as of each Borrowing Date:

3.1     Corporate Existence and Good Standing, Etc.

(a)     The Parent
Guarantor and each Borrower is a corporation validly organized and existing and
in good standing under the laws of the jurisdictions in which it is
incorporated, and each has corporate power to own its property and conduct its
business as presently conducted by it; and

(b)     In all
jurisdictions where the Parent Guarantor or any Borrower 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 Borrower have not done so will have no Materially Adverse
Effect.

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

(a)     The execution,
delivery and performance of the Loan Documents by each Borrower and the Parent
Guarantor and the borrowings and transactions contemplated hereby and
thereby:

| | (i)     are within their respective corporate powers
and have been duly authorized by all necessary corporate action;
| | ---------------------------------------------------------------------------------------------------------------------

| | (ii)     do not require any approval or consent of, or
filing (other than such filings as may be required to perfect or maintain the
Agent's Lien under the Security Documents) 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
breach or contravention of or default under, or the creation of any Lien under,
any indenture, agreement, lease, instrument or undertaking to which any 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 any Borrower or the Parent Guarantor, is and will be a
valid and legally binding obligation of such 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 each
Borrower and/or the Parent Guarantor, as the case may be.

3.3     Title to Properties. As of December 31,
2003, the Parent Guarantor and each of its Subsidiaries owned all of its
respective assets reflected in the consolidated balance sheet of the Parent
Guarantor and its Subsidiaries as of December 31, 2003. Neither the Parent
Guarantor nor any Borrower is insolvent (as defined in Section 101(29) of
Title 11 of the United States Code) and will not be rendered so insolvent
as a result of the transactions contemplated hereby or referred to herein.

3.4     Financial Statements. The Lenders have
been furnished with the Parent Guarantor's consolidated balance sheet as of
December 31, 2003, and its consolidated statements of income, retained
earnings and cash flows for the fiscal year then ended, and related footnotes,
audited by KPMG LLP. The Parent Guarantor has furnished the Agent and the
Lenders with its unaudited consolidated balance sheet as of [September 30, 2004]
and its unaudited consolidated statements of income, retained earnings and cash
flow for the fiscal quarter then ended, certified by the principal financial or
principal accounting officer of the Parent Guarantor but subject, however, to
normal, recurring adjustments.

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 information reported on the Parent Guarantor's
SEC Form 10-Q issued in respect of the fiscal quarter ended [September 30,
2004], the effect of which individually or in the aggregate has had a Materially
Adverse Effect.

3.6     Litigation. There are no actions, suits,
proceedings or investigations of any kind pending or, to the knowledge of the
Parent Guarantor or any of its Subsidiaries, threatened against the Parent
Guarantor or any of its Subsidiaries before any court, tribunal or
administrative agency or board which, if determined adversely, are reasonably
likely to, either in any case or in the aggregate, have a Materially Adverse
Effect, or materially impair the rights of the Parent Guarantor and its
Subsidiaries 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 or the Notes or any action taken
or to be taken pursuant hereto or thereto.

3.7     No Materially Adverse Contracts, Etc.
Neither the Parent Guarantor 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 the Parent Guarantor's officers
has or is expected in the future to have a Materially Adverse Effect.

3.8     Compliance with Other Instruments, Laws,
Etc. Neither the Parent Guarantor 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 the Parent Guarantor's 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.

3.9     Tax Status. The Parent Guarantor and its
Subsidiaries (a) made or filed all Tax returns, reports and declarations
required by any jurisdiction to which any of them are subject in all cases in
which the failure to do so may result in the imposition of substantial penalties
or which could have a Materially Adverse Effect, (b) 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 (c) 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 each Borrower and the Parent Guarantor know of no basis for any such
claim.

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.

3.11     No Default. No Default or Event of
Default has occurred and is continuing under this Agreement or any other Loan
Document.

3.12     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, necessary for the
present conduct of its business, the absence of which would result in a
Materially Adverse Effect.

3.13     Use of Proceeds. The proceeds of each
Credit Loan made hereunder will be used by the relevant Borrower to pay the
Original Cost of Equipment and/or for other corporate purposes. Each 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.

3.14     Capitalization. Interpool Limited is a
Subsidiary. The Parent Guarantor owns 100% of the issued and outstanding shares
of Voting Stock of Interpool Limited.

3.15     Holding Company and Investment Company
Acts. Neither 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.

3.16     Disclosure. None of the reports,
financial statements, certificates or other information furnished by or on
behalf of the Parent Guarantor or any of its Subsidiaries to the Agent and the
Lenders in connection herewith contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made, not
misleading. There is no fact known to either 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 in writing.

3.17     Title to Lease and Equipment; Monitoring
System. With respect to each Lease (or portion thereof in the case of a
Stamping Lease) and item of Equipment that becomes, or is intended to become,
subject to the lien of the Security Agreements, the relevant Borrower has good
and valid legal and beneficial title to, and is the lawful owner of, all such
Leases and Equipment, free and clear of all Liens whatsoever, except for
Permitted Liens. The Parent Guarantor has good and valid legal and beneficial
title to the Monitoring System, free and clear of Liens except Permitted Liens.

3.18     Borrowing for Own Benefit. Each
Borrower confirms that the Credit Loans borrowed by it will be used for the
purposes set forth in Section 3.13 hereof, are being borrowed exclusively
for its own account (within the meaning of paragraph 8 of the German Money
Laundering Act) and the use of such Credit Loans will comply with all applicable
laws, including money laundering laws.

Section 4.     Conditions to Closing. The
obligation of the Lenders to advance the Credit Loans during the Revolving
Credit Period on any Borrowing Date shall be subject to the prior or
simultaneous satisfaction of the following conditions precedent:

4.1     Initial Borrowing. In the case of the first
Borrowing Date, the satisfaction of the following conditions precedent:

(a)     Delivery of
Loan Documents. Each of this Agreement, the Parent Guaranty, the Security
Agreements and the Fee Letter shall have 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 such
documents, as executed and delivered by the respective parties thereto, shall
have been delivered to the Agent.

(b)     Notes. The
Notes evidencing the Credit Loans shall have each been duly and properly
authorized, executed and delivered by the respective Borrowers and shall be in
full force and effect. The executed original counterpart of such Note(s) shall
be delivered to the Agent on behalf of the Lender(s) named as payee
thereof.

(c)     Delivery of
Charter and Other Documents. The Agent, on behalf of the Lenders, shall have
received from each Borrower and the Parent Guarantor copies, certified by the
respective Authorized Officer or assistant secretary of each to be true and
complete as of such Borrowing Date, of each of (a) its charter or other
incorporation documents as in effect on such date, (b) its by-laws 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 Loans, and
to give notices and to take other action on its behalf under the Loan Documents
to which it is a party.

(d)     Acceptance of
Agent. Interpool, Inc. the agent for service of process or Interpool Limited
designated in Section 22, has accepted such appointment and has delivered
evidence of such appointment to the Agent.

(e)     Collateral
Account. The Collateral Account under each Security Agreement shall have
been established with the Agent, and the Agent shall have on-line access to
account statements and account activity in respect thereof.

(f)     Opinions of
the Borrower's, Parent Guarantor's and Agent's Counsel. The Agent and the
Lenders, shall have received from Arthur Burns, Esq. (or other attorney
acceptable to the Lenders), U.S. counsel to each Borrower and the Parent
Guarantor, a favorable opinion, from David King & Company, Barbados counsel
to Interpool Limited, a favorable opinion, from Vedder, Price, Kaufman &
Kammholz, P.C., special New York counsel to the Agent, each opinion to be in
form and substance reasonably satisfactory to the Agent and addressed to the
Agent and the Lenders and dated the initial Borrowing Date.

(g)     UCC
Searches. The Agent shall have received UCC searches in respect of each
Borrower from the office of the Secretary of State of the State of Delaware and
the Recorder of Deeds of the District of Columbia each as at a date reasonably
close to the initial Borrowing Date.

(h)     Borrowing Base
Certificate. The Agent shall have received the initial Borrowing Base
Certificate.

(i)     Insurance.
The Agent shall have received evidence of insurance complying with the
requirements of Section 6.8 for its fleet of Containers.

Upon
the occurrence of the Closing Date, all obligations of DVB or DVB Bank AG and of
the Borrowers and their Affiliates under that certain term sheet dated 7 October
2004 shall be terminated and of no further force and effect.

4.2     Each Borrowing Date. In the case of each
Borrowing Date (including the initial Borrowing Date), the satisfaction of the
following conditions precedent:

(a)     Request for
Funds. The relevant Borrower shall have given to the Agent and each Lender a
completed Notice of Borrowing for such Borrowing Date.

(b)     Representations
and Warranties. The representations and warranties of the relevant Borrower
and the Parent Guarantor 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 such Borrowing
Date, and such representations and warranties shall be materially correct at and
as of such Borrowing Date.

(c)     No Defaults,
etc. No Default or Event of Default shall have occurred and then be
continuing or would result from such Borrowing.

(d)     Loan to Value
Ratio. After giving effect to such Credit Loan to such Borrower, the
aggregate principal amount of Credit Loans outstanding to such Borrower shall
not exceed such Borrower's Borrowing Base.

(e)     Financial
Markets. The Agent shall not have determined that there has been a material
adverse change in the financial markets relevant for the financing of the Credit
Loans to be disbursed on such Borrowing Date, and it shall not be unlawful or
impractical for each Lender to make Dollar-denominated loans or to purchase the
Dollar-denominated obligations necessary for such Lender to make or maintain
Credit Loans.

Section 5.     Revolving Collateral.

5.1     Addition of Collateral. Each Borrower
may, from time to time during the Revolving Credit Period, add any Container to
the Lien created under the Security Agreement thereby making such Container
eligible for inclusion in the Borrowing Base, subject to the satisfaction of the
following terms and conditions:

(a)     Such Container
shall be Eligible Equipment (and the Agent shall be reasonably satisfied that
such Container satisfies the relevant criteria contained in the definition of
Eligible Equipment) and, if then subject to a Lease, such Lease shall not be a
Delinquent Lease.

(b)     A Security
Agreement Supplement for such Borrower shall have been duly and properly
authorized, executed and delivered by the respective parties thereto which shall
be completed as follows:

| | (i)     in the case of Schedule 1 (Equipment), there
shall be listed such Container; and
| | ----------------------------------------------------------------------------------------

| | (ii)     in the case of Schedule 2 (Leases), there
shall be listed any Lease relating thereto (but only to the extent of such
Container).
| | -----------------------------------------------------------------------------------------------------------------------------------------

(c)     The Security
Documents, the UCC Financing Statements, and other documents in respect thereto
as necessary to enable the Agent to perfect a legal, valid and enforceable
first-priority security interest in all of the Collateral intended to be
conveyed on such Borrowing Date, shall have been duly executed by the relevant
Borrower, and duly filed or recorded, as applicable, in all appropriate filing
offices or other locations necessary for the perfection of such security
interests, subject only to Permitted Liens, and all other actions necessary for
the perfection of such interests shall have been completed to the satisfaction
of the Agent and its counsel.

(d)     The Agent and the
Lenders, shall have received if Interpool Limited is the Borrower, from David
King & Company, Barbados counsel to Interpool Limited, an opinion or other
written confirmation in form and substance reasonably satisfactory to the Agent
and addressed to the Agent and the Lenders and addressing the due filing of such
instruments to perfect on a first priority basis the Agent's security interest
in such Container (and any related Lease), and dated on or prior to the date
such Container is intended to be included in the Borrowing Base.

(e)         Except
in the case of Stamping Leases, the Agent, on behalf of the Lenders, shall have
received the original counterpart of each Lease specified in the Security
Agreement Supplement specified in Section 5.1(a)(ii) above that constitutes
"chattel paper". In the case of Stamping Lease, the Agent shall have received a
certified copy of the Stamping Leases specified in such Security Agreement
Supplement.

(f)     The Agent shall
have received from such Borrower a Notice of Assignment addressed to each Lessee
(or delivered in blank) under the Lease (if any) to which such Container is
subject, such Notice of Assignment to be held by the Agent and distributed to
such Lessee only in accordance with Section 3(c) or 7.1 of the applicable
Security Agreement.

(g)     The Agent shall
have received a Collateral Certificate from such Borrower in respect of such
Container and the related Lease, duly completed and with all required
attachments, and, if such Container is subject to a Finance Lease, a certified
copy of such Finance Lease.

(h)     The Agent shall
have received an update to the UCC searches specified in Section 4.1(g) (or, if
later, this Section 5.1(h)) which shall show no reference to such Container or
the related Lease (or, if such a reference is there, an appropriate release of
such Lien shall have been filed of record).

(i)     The Agent shall
have received a revised Borrowing Base Certificate.

(j)     If such Container
shall have been first placed into service prior to January 1, 2002, the Agent
shall have received from such Borrower copies of any loan financing or
acquisition documents relating to such Container as such Borrower shall have
available to it, to the extent requested by the Agent (such Borrower advising
the Agent generally of the availability and nature of such related documents);
provided that such documents (i) may be delivered in redacted form to omit
sensitive economic details and (ii) will not be available if subject to a
binding confidentiality restriction prohibiting dissemination.

Upon satisfaction of the conditions specified above in respect
of any Container, such Container shall be eligible for inclusion in the
Borrowing Base.

5.2     Removal of Collateral. So long as no
Default of Event of Default shall have occurred and be continuing, a Borrower
may direct the Agent to release any Container (and related Lease to the extent
of such Container) from the Lien of such Borrower's Security Agreement if, after
giving effect to such release (and any contemporaneous prepayment of such
Borrower's Credit Loans), the outstanding aggregate principal amount of such
Borrower's Credit Loans shall not exceed such Borrower's Borrowing Base (as
modified to give effect to the release of such Container from the calculation
thereof), and the Agent shall have received a revised Borrowing Base certificate
reflecting the removal of such Container from the Borrowing Base. Subject to the
satisfaction of the foregoing conditions, the Agent shall comply with such
request by taking the actions directed by such Borrower to release such
Container from the Lien of the applicable Security Agreement.

5.3     Collateral Account. In addition to any
amounts required to be deposited in the Collateral Accounts pursuant to the
terms of the Loan Documents, each Borrower may, at its option, from time to
time, deposit such amounts as it may elect in the Collateral Account established
under the Security Agreement to which it is a party.

Section 6.     Affirmative Covenants. The
Parent Guarantor and each Borrower covenant and agree that, so long as any
amounts are owing with respect to the Notes or otherwise pursuant to this
Agreement the Parent Guarantor and each Borrower shall, and to the extent
applicable shall cause each of their Subsidiaries and, in the case of any
Equipment, the Lessees thereof, to:

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.

6.2     Location of Office. Maintain its chief
executive office and principal place of business at 211 College Road East,
Princeton, New Jersey 08540, or at such other address as the Borrower shall
designate in a notice to the Agent and each Lender at least sixty (60) days
prior to the effective date of such relocation.

6.3     Records and Accounts; Collateral Tracking
System. (a) Keep true consolidating and 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 Equipment and Lease Income on a per unit basis, enabling the Parent
Guarantor and each relevant Borrower at all times to identify the same by Lease
and any Lessee (the Monitoring System).

6.4     Financial Statements, Certificates and
Information. Furnish to each of the Lenders:

(a)     Within 180 days
after the end of each fiscal year of the Parent Guarantor and each Borrower,
consolidated balance sheets of the Parent Guarantor and its consolidated
Subsidiaries, as at the end of such fiscal year, and consolidated statements of
income, cash flows and retained earnings of the Parent Guarantor and its
consolidated 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, accompanied by 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;

(b)     By no later than
December 31, 2004, with respect to the fiscal quarter ended September 30, 2004,
and as soon as available and, in any event, within ninety (90) days after the
end of each of the first three fiscal quarters in each fiscal year of the Parent
Guarantor thereafter a consolidated balance sheet of the Parent Guarantor and
its consolidated Subsidiaries as at the end of such fiscal quarter, and
consolidated statements of income and reconciliation of surplus of the Parent
Guarantor and its consolidated 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 for the lack of
footnotes thereto, and certified by the principal financial or principal
accounting officer of the Parent Guarantor or each such Borrower, as the case
may be, but subject to normal, recurring year-end adjustments;

(c)     Following a
request therefor by the Agent, within 30 days after the end of each fiscal year
of the Parent Guarantor, Parent Guarantor's financial forecast for the fiscal
year following such fiscal year (the first forecast subject to this clause (c)
being that for the 2006 fiscal year), including its cash flow
forecast;

(d)     (i) Concurrently
with the delivery of each financial statement pursuant to paragraphs (a) and (b)
of this Section 6.4, a certificate substantially in the form of Exhibit D
(a Compliance Certificate), signed on behalf of the Parent Guarantor by
its principal financial or principal accounting officer and (ii) on each Payment
Date, a Borrowing Base Certificate signed on behalf of each Borrower by an
Authorized Officer as to such Borrower's Borrowing Base as at such
date;

(e)     Promptly upon
receipt thereof, copies of all management letters of substance and other reports
of substance which are submitted to any Borrower or the Parent Guarantor by
their accountants in connection with any annual or interim audit of the books of
any 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 each Borrower and/or the Parent Guarantor may be required to 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, to the extent that such are publicly
available;

(g)     If and when any
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)     Upon the request
of the Agent, within 180 days after the end of each fiscal year of the Parent
Guarantor, an updated Dynamar Report (or equivalent such report) of each Lessee;
and

(i)     With reasonable
promptness, such other data as the Agent or any of the Lenders (acting through
the Agent so long as no Event of Default is continuing) may reasonably
request.

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. Each Borrower will
comply with its obligations set forth in Section 5.9 of the Security
Agreement to which it is party.

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 none of any
Borrower, the Parent Guarantor or 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 such Borrower, 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.

6.7     [Intentionally Omitted]

6.8     Insurance. (a) Promptly effect and
maintain, or cause to be effected and maintained by each Lessee, with
financially sound and reputable companies, insurance policies: (i) insuring
the Equipment against loss by war, fire, explosion, theft and such other
casualties as are usually insured against by first class companies engaged in
the same or a similar business and with coverage, and with respect to any
Container, in an amount (on a combined basis taking into consideration the
insurance maintained both by such Borrower and any applicable Lessee) at least
equal to the replacement cost of such Container, and (ii) insuring the
relevant Borrower against liability for personal injury and property damage
liability, caused by, or relating to, the Equipment or its use, with such levels
of coverage and deductibles that are customary with first class industry
standards. The Agent and the Lenders reserve the right (but shall not have the
obligation) to obtain (i) at the relevant Borrower's expense, insurance
with respect to any or all of the foregoing risks if such relevant Borrower
shall fail to obtain such coverage in the specified amounts, and
(ii) additional insurance on its own behalf with respect to any or all of
the foregoing risks (or any other risk). All insurance maintained by a Borrower
for loss or damage of the Equipment shall provide that losses, if any, shall be
payable to Agent or its designee as sole loss payee for its loss and such
relevant Borrower shall utilize its best efforts to have all checks relating to
any such losses delivered promptly to Agent 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 a Borrower. Each
Borrower shall pay, or cause to be paid, the premiums with respect to all such
insurance and deliver to Agent evidence satisfactory to Agent of such insurance
coverage. Each 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 the relevant Borrower shall not be
invalidated by any actions, inactions, breach of warranty or conditions or
negligence of the relevant 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 relevant Borrower is located and by
companies engaged in the same or similar businesses.

6.9     Inspection of Properties and Books;
Containers Monitoring System. (a) 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 or an Event of Default shall have occurred and
then be continuing, at any time, without prior notice and at such Borrower's
expense), to (i) to the extent permitted under the related Lease, visit,
inspect and appraise the Equipment and properties of any Borrower and the Parent
Guarantor; (ii) examine and make copies of and take abstracts from the
books and records of any Borrower and the Parent Guarantor, including Equipment
purchase orders and purchase agreements; (iii) obtain from any Borrower
such other information regarding the Equipment as the Agent or such Lender may
reasonably request promptly following such request; and (iv) discuss the
affairs, finances and accounts of any Borrower and the Parent Guarantor with
their appropriate officers, employees and accountants. The relevant Borrower
shall pay for the cost and expense (including, inter alia, travel) of the Agent
in conducting all such inspections, if an Event of Default has occurred and is
then continuing.

(b)     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 or an Event of Default
shall have occurred and then be continuing, at any time during business hours,
without prior notice and at such Borrower's expense), to (i) visit, inspect and
have access to the Monitoring System relating to the Equipment and (ii) obtain
information from the Monitoring System reasonably required to obtain a fair
picture of the condition and lease status of the Equipment.

(c)     Notwithstanding
the foregoing provisions of this Section 6.9, so long as no Event of Default is
continuing, any of the rights of a Lender under this Section 6.9 shall be
exercised through the Agent.

6.10     Licenses and Permits. Cause all
Equipment which, under applicable Law, is required to be registered, to be
properly registered in the name of the relevant Borrower and cause all
Equipment, the ownership of which, under applicable law, is evidenced by a
certificate of title, to be properly titled in the name of the relevant
Borrower. If at any time while any of the Notes are outstanding, any
authorization, consent, approval, permit or license from any Governmental
Authority shall become necessary or required in order that any Borrower may
fulfill any of its obligations hereunder, each 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.

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 any Borrower, the Parent Guarantor or any of its Subsidiaries
before any court, tribunal or administrative-agency or board in an amount in
excess of $5,000,000, or which, if adversely determined, might, either in any
case or in the aggregate, have a Materially Adversely Effect or materially
impair the right of the Parent Guarantor and its Subsidiaries considered as a
whole, or any 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.

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.

6.13     Pension Plans.

(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 Pension Benefit Guaranty Corporation and a copy of
any report or demand sent or received by or with respect to a Guaranteed Pension
Plan pursuant toss.ss.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 underss.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.

6.14     Use of Proceeds. The proceeds of the
Credit Loans will be used only for general corporate purposes of the Borrowers
and their Subsidiaries in the ordinary course of business, provided that, no
Borrower shall be entitled to use the proceeds of any Credit Loans to acquire
any Person by means of a "hostile acquisition". No part of the
proceeds of any Credit Loan will be used, whether directly or indirectly, for
any purpose that entails a violation of any of the Regulations of the Board of
Governors of the Federal Reserve System, including Regulations U and X.

6.15     Notice of Default. Promptly, upon
becoming aware thereof, give written notice to the Agent and each Lender of:
(a) the occurrence of any Default or Event of Default, specifying the
nature and duration thereof and the action being or proposed to be taken with
respect thereto, (b) any litigation or proceeding affecting any Borrower,
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 any Borrower, the Parent Guarantor or any of its
Subsidiaries and any Governmental Authority that might materially interfere with
their normal business operations, and (d) any Materially Adverse Effect.

Section 7.     Negative Covenants. The Parent
Guarantor and each Borrower covenant and agree that, so long as any amounts are
owing with respect to the Notes or otherwise pursuant to this Agreement the
Parent Guarantor and each Borrower shall not and shall not permit any of their
Subsidiaries, except with the prior written consent of the Lenders in each
instance, to:

7.1     Liens. Create, incur, assume or permit
to exist any Liens on the Borrower's interest in the Monitoring System, except
Permitted Liens.

7.2     Maximum Funded Debt to Tangible Net
Worth. At the end of any fiscal quarter, permit the ratio of (i) Funded
Debt to (ii) Tangible Net Worth, to exceed the ratio of 4.0 to 1.

7.3     Minimum Tangible Net Worth. At the end
of any fiscal quarter, permit Tangible Net Worth to be less than Three Hundred
Million Dollars ($300,000,000).

7.4     Fixed Charge Coverage Ratio. At the end
of any fiscal quarter, permit the 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.

7.5     Additional Financial Covenants. If on or
after the Closing Date, the Parent Guarantor, any Borrower or any of their
respective Subsidiaries either incur additional Indebtedness for borrowed money
or amend the documentation for any Indebtedness for borrowed money 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 upon notice of such election
to the Parent Guarantor, 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.

7.6     Distributions. Make any Distributions if
a Default or Event of Default exists or would occur after giving effect to such
Distribution.

7.7     Merger, Consolidation or Sale of Assets,
Etc.

(a)     Become a party to
any merger or consolidation, or take any action looking to the dissolution or
liquidation of the Parent Guarantor or any Borrower other than, so long as no
Default or Event of Default shall have occurred and be continuing, (A) the
merger or consolidation of a Borrower into the Parent Guarantor or (B) 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 and any tax matters incidental to such
transaction requested by Agent;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     immediately after giving effect to such
transaction, (1) 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 and (2) the Lenders will not suffer any adverse tax
treatment;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

7.8     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.

7.9     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.

7.10     Transactions with Affiliates. 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, a copy of each of which has been
provided to the Lenders.

7.11     Dispositions of Collateral. Sell, transfer,
exchange or otherwise dispose of any of the Collateral, except:

| | (i)     following release thereof in accordance with
Section 5.2 hereof; and
| | ----------------------------------------------------------------------------

| | (ii)     sale or dispositions of Eligible Equipment in
connection with an Event of Loss.
| | ----------------------------------------------------------------------------------------

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 any Borrower
shall default in the payment of any installment of the principal of, or interest
on, any Note (including any mandatory prepayment set forth in Section 2.7
hereof) when the same shall become due and payable, whether at maturity or at
any date fixed for payment or prepayment or by declaration or otherwise, and
such condition shall continue unremedied for five Business Days; or

(b)     if any Borrower
shall default in the payment of any amounts owing pursuant to the terms of any
Loan Document (not otherwise addressed in clause (a) above) when the same shall
become due and payable, and such condition shall continue unremedied for ten
Business Days; or

(c)     if the Parent
Guarantor or any Borrower shall default in the performance of or compliance with
any term contained in Section 7; or

(d)     if the Parent
Guarantor or any Borrower shall default in the performance of or compliance with
any term contained in Sections 6.1 through 6.15 and such default shall not have
been remedied within ten Business Days after notice thereof shall have been
given to the Borrower by the Agent; or

(e)     if the Parent
Guarantor or any Borrower shall default in the performance of or compliance with
any term contained herein (other than those referred to above in this Section
8), or in any of the other Loan Documents, and such default shall not have been
remedied within 30 days after notice thereof shall have been sent to such
Borrower by the Agent; or

(f)     if any
representation or warranty made by any Borrower or the Parent Guarantor herein
or in any of the other Loan Documents, in any other documents or agreements
executed in connection with the transactions contemplated by this Agreement or
in any certificate delivered hereunder shall prove to have been false or
incorrect in any material respect on the date when made or deemed to have been
made and, if curable (together with any adverse consequences) such falsity or
incorrectness shall not have been cured (together with such consequences) within
30 days after notice thereof shall have been sent to the Parent Guarantor by the
Agent; or

(g)

| | (1)     Subject to clause (2) below, if any Borrower,
the Parent Guarantor or any of its Subsidiaries shall fail (i) to pay (as
principal or guarantor or other surety) any principal of or premium, if any, or
interest on any Specified Indebtedness (other than any Specified Indebtedness
not exceeding $5,000,000 in aggregate principal (or other relevant) amount)
beyond any applicable grace period, or (ii) to observe or perform any of the
terms of any evidence of any Specified Indebtedness or any agreement relating
thereto (other than any Specified Indebtedness not exceeding $25,000,000 in
aggregate principal (or other relevant) amount) and such condition gives the
holders of such Specified Indebtedness the right to cause such Indebtedness to
be due prior to its stated maturity and shall continue unremedied for thirty
(30) days; or (iii) the Specified Indebtedness of any Borrower, the Parent
Guarantor or any of its Subsidiaries (other than any Indebtedness not exceeding
$5,000,000 in aggregate principal (or other relevant) amount) shall be
accelerated or otherwise required to be paid or prepaid prior to the scheduled
maturity therefor.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)     If the Parent Guarantor certifies to the Agent
in writing that no other facility relating to the Parent Guarantor's or
Borrower's Specified Indebtedness (other than Specified Indebtedness not
exceeding $5,000,000 in aggregate principal (or other relevant) amount) contains
a cross-default or cross-acceleration provision that is less favorable to the
Borrower and the Parent Guarantor as this provision, then the Agent, the
Lenders, the Parent Guarantor and the Borrower agree to amend this Agreement
such that the provisions of Section 8(g)(1) shall be consistent the next least
favorable provisions contained in the Parent Guarantor's or Borrower's
facilities relating to Specified Indebtedness (as certified to them in writing
by the Parent Guarantor); provided that such provision shall never be more
favorable to the Parent Guarantor or the Borrowers than the cross-default and
cross-acceleration provisions contained in the Amended and Restated Credit
Agreement, dated as of November 1, 2004, among Interpool Container Funding, SRL,
as the borrower, Interpool, Inc., as parent guarantor, Fortis Bank (Nederland)
N.V., as the agent and the lenders named therein, as in effect on the date
hereof; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(h)     if any Borrower,
the Parent Guarantor or any of its Subsidiaries 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, (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

(i)     if a proceeding
or case shall be commenced, without the application or consent of a Borrower,
the Parent Guarantor or any of its Subsidiaries 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, and such proceeding or case shall continue undismissed, or unstayed and
in effect, for a period of 60 days; or if an order for relief shall be entered
in an involuntary case under the Federal Bankruptcy Code, against any such
Borrower, the Parent Guarantor, or any such Subsidiary; or if action under the
laws of the jurisdiction of incorporation or organization of a Borrower, the
Parent Guarantor or any of its Subsidiaries similar to any of the foregoing
shall be taken with respect to any such Borrower, the Parent Guarantor or any
such Subsidiary and shall continue unstayed and in effect for any period of 60)
days; or

(j)     if a judgment or
order for the payment of money shall be entered against any Borrower, the Parent
Guarantor or any of its Subsidiaries by any court, or if a warrant of attachment
or execution or similar process shall be issued or levied against property of
any such Borrower, 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

(k)     if any Borrower,
the Parent Guarantor or any member of the Controlled Group shall fail to pay
when due an amount or amounts aggregating in excess of $5,000,000 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 any Borrower,
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 a 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

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

(m)     with respect to
the Parent Guarantor, if, (i) with the exception of the following owners (or
members of their immediate families and related entities), (A) Martin Tuchman,
presently acting as the Chief Executive Officer of the Parent Guarantor, (B)
Raoul J. Witteveen and (C) Warren Serenbetz, 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 or voting interests in the
Parent Guarantor, 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 the Parent Guarantor, or
otherwise over the management or policies of the Parent Guarantor; or with
respect to any Borrower other than Interpool, Inc., if the Parent Guarantor
shall for any reason cease to own at least 51% of the issued and outstanding
voting stock of each Borrower other than Interpool, Inc. or otherwise cease to
have a controlling influence over the composition of the board of directors of
each Borrower other than Interpool, Inc. or otherwise over the management or
policies of each Borrower other than Interpool, Inc.; or

(n)     the primary
business of the Parent Guarantor or any Borrower is no longer the business of
ownership, leasing and management of intermodal transportation equipment.

Section 9.     Remedies.

(a)     Upon the
occurrence of an Event of Default of a kind described in Sections 8(h) and (i),
the Commitments shall be automatically terminated 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 any Borrower or other formalities, all
of which are hereby expressly waived by each Borrower.

(b)     Upon the
occurrence of an Event of Default which is not of a kind described in Sections
8(h) and (i), any of the following actions may be taken: the Agent may, with the
consent of the Majority Lenders, or shall, upon the request of the Majority
Lenders, by notice to each Borrower, terminate the Commitments and/or declare
the then unpaid principal balance of, and accrued interest on, all Credit Loans
and all other amounts owing to the Lenders and the Agent under this Agreement
and the other Loan Documents to be due and payable forthwith.

(c)     In the event the
maturity of the Credit Loans shall have been accelerated pursuant to the
foregoing Sections 9(a) or 9(b), each Borrower will cause the Lease Income 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, the Agent, on its behalf or on behalf of the Lenders, may proceed to
protect its or their 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 and shall have become
due, by declaration or otherwise pursuant to Section 9(a) or 9(b), 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 14.7, 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 due to the Agent at the date
of distribution for which it is entitled to reimbursement or indemnification
pursuant to this Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | second, in or toward the reimbursement of amounts expended by each of the
Lenders in accordance with the provisions of Section 14.7 of this Agreement;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | third, in or toward the payment to the Lenders pari passu and
ratably without preference or priority of one over another, of interest and fees
accrued to the date of application and then due hereunder and under the other
Loan Documents and any other amounts then due pursuant to Section 2 hereof,
in the proportions that the amounts of such interest, fees and other amounts
then due to each of the Lenders bears to the total amount of interest, fees and
other amounts then due;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | fourth, in or towards payment to the Lenders, pari passu and
ratably without preference or priority of one over another, of the principal
amount of the Notes in the proportions that the amount of such principal then
owing to each of them bears to the then Aggregate Note Principal Balance; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | fifth, any balance remaining shall be paid to or as directed in writing
by the Borrower or any other Person or Persons for the time being entitled
thereto.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

(g)     This Agreement
and each other Loan Document may be enforced against any 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 any Borrower pursuant to Section 9(c) and all
interest and other amounts accrued thereon, shall be held as cash security in
any 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.

(i)     As a separate
stipulation independent from anything else herein contained, the Agent is hereby
authorized, without notice to or any consent of any 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 Collateral Accounts 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 Collateral Accounts to any of the offices of the
Agent in any country whatsoever.

(j)     The arrangements
regarding all of or any part of the Collateral Accounts shall not constitute a
debt of the Agent due or payable to any Borrower and, accordingly, except as
expressly provided in the Security Agreement, no Borrower shall at any time be
entitled to withdraw any sum standing to its credit in the Collateral Accounts
until all of the Obligations have been paid in full.

(k)     The Agent shall,
at the request of a Borrower, invest from time to time any amounts on deposit in
the Collateral Account relating to such Borrower in certificates of deposit of
prime commercial banks (having a maturity of fewer than 30 days). Upon the
request of the relevant Borrowers, 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.

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
Borrowers shall forthwith give written notice thereof to the Agent and to the
Lenders, describing the notice or action and the nature of the claimed Default.

10.2     Waivers of Default. Any Default or
Event of Default may be waived as provided in Section 21. The Agent shall
notify the Borrowers 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 upon such waiver each of the Borrowers, 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 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 any Borrower may, without notice to the Parent Guarantor or
any such 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 such 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 any
such 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 any 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.

Section 12.     [omit]

Section 13.     [omit]

Section 14.     The Agent.

14.1     Appointment. Each Lender hereby
irrevocably designates and appoints DVB Bank N.V. as the Agent for such Person
under this Agreement, and each of the other Loan Documents, and each Lender
hereby irrevocably authorizes DVB Bank N.V., as the Agent for such Lender, to
execute 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. 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.

14.2     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.

14.3     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 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 any 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 any 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 any 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.

14.4     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 any 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.

14.5     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 the Agent has received notice from a Lender or a
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." In the event that
the Agent receives such a notice, 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, 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.

14.6     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 any 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 any 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 any 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 any Borrower
which may come into the possession of the Agent or any officers, directors,
employees, agents, attorneys-in-fact or affiliates of the Agent.

14.7     Indemnification.

(a)     The Lenders agree
to indemnify the Agent in its capacity as such (to the extent not reimbursed by
any Borrower and without limiting the obligation of any Borrower to do so),
ratably according to the principal balances of their respective Notes, 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,
provided that 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 any 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 the Federal Funds Effective Rate 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 a Borrower, as the intended recipient thereof, if
such Borrower repays the Agent the amount made available to it, such Borrower
shall be subrogated to the Agent's right to recover such amount from any Lender
which failed to make such required payment.

14.8     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 14.7 against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

14.9     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 any Borrower, and any Affiliates
of any Borrower as though DVB Bank N.V. were not the Agent hereunder and DVB
Bank N.V. (any such successor) and its Affiliates may accept fees and other
consideration from any 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.

14.10     Successor Agent. The Agent may
voluntarily resign as Agent upon thirty (30) days' notice to the Lenders and the
Borrowers, or shall resign upon the written request of the Majority Lenders,
with such written request also being provided to the Borrowers. 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 beyond such thirty (30) day
notice period; provided that the Borrowers and the Lenders diligently
attempt to identify and appoint a successor Agent. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Section 14 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.

14.11     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 14.7) take such actions with respect thereto as shall be reasonably
directed by the Majority Lenders.

14.12     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.

14.13     Dealing with the Lenders. 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.

14.14     Duties Not to be Increased. The duties
and liabilities of the Agent shall not be increased without the written consent
of the Agent.

Section 15.     Expenses and Indemnities.
Whether or not the transactions contemplated hereby shall be consummated, the
Borrowers 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 of this
Agreement and other instruments mentioned herein, each funding hereunder, the
addition or removal of Collateral pursuant to Section 5 and all amendments,
modifications, approvals, consents or waivers hereto or hereunder, 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 any 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 or waiver requested by any Borrower or the Parent
Guarantor, litigation, proceeding or dispute (other than one between two or more
Lenders and other than one in which any 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
any Borrower hereunder. The amount of all such expenses shall, 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 Borrowers shall pay the costs
of any field audit examinations that the Agent in its discretion may conduct.
Each 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 any litigation, proceeding or
dispute commenced or threatened against the Agent, or any Lender arising out of
the transactions contemplated hereby unless such damages, losses, settlement
payments, obligations or liabilities were caused by the gross negligence or
willful misconduct of the Indemnified Party. In any investigation, proceeding or
litigation, or the preparation therefor, the Agent shall be entitled to select
its own counsel and, to the extent no conflict of interest arises, counsel for
the Lenders (being the same counsel as counsel to the Agent) and, in addition to
the foregoing indemnity, each Borrower agrees to pay promptly the reasonable
fees and expenses of such counsel. The covenants of this Section 15 shall
survive payment or satisfaction of payment of amounts owing with respect to the
Notes.

Section 16.     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 any Borrower and/or 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 Borrowers 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 any 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 any Borrower pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and warranties
by such Borrower and the Parent Guarantor hereunder.

Section 17.     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 any Borrower, the Parent Guarantor,
the Lenders or the Agent shall bind and inure to the benefit of their respective
successors and assigns.

(b)     Any Lender may,
with prior or concurrent notice to the Borrowers, (i) assign to one or more
Affiliates of the Lender all or a portion, or (ii) assign to one or more other
assignees that is not, so long as no Event of Default is continuing, a
Competitor (each, an Assignee) all or a portion (not less than $5,000,000
original principal amount, or if less than $5,000,000, 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) the parties to each such assignment shall execute and deliver to the
Agent and the Borrowers an instrument of assignment and acceptance substantially
in the form of Exhibit E (an Assignment and Acceptance); and (ii)
after giving effect to such assignment the assigning Lender shall retain (if it
retains any portion) a minimum of $5,000,000 original principal amount of its
interests, rights, and obligations under this Agreement and the other Loan
Documents, and provided further that any such assignment shall be subject to the
consent of the Agent, which consent shall not be unreasonably withheld. Upon
acceptance and recording in the Register pursuant to paragraph (c) of this
Section 17, 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 15
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. Each relevant Borrower shall upon
request of the Assignee and delivery of the assigning Lender's Note execute new
Notes in appropriate denominations and Loan Series 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)     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 each 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
any Borrower, the Parent Guarantor, the Lenders, and any Assignee, at any
reasonable time upon reasonable prior notice.

(d)     If, pursuant to
this Section 17, 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 each Borrower and the Agent: (i) two valid,
duly completed copies of United States Internal Revenue Service (IRS)
Form W-8BEN or W-8ECI 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 each 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 each Borrower and the Agent, and such extensions or renewals thereof as
may reasonably be requested by any 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.

(e)     Each Lender may
sell to one or more Persons, so long as such Person is not a Competitor (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 cost protection
provisions in Section 2 and, if the identity of such Participant is disclosed to
the Borrowers, the right to set off contained in Section 11; and (iii) the
Borrowers, 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 each Borrower hereunder shall be
determined as if that Lender had not sold such participation (i.e., no Borrower
shall be obligated to make any payment on account of the cost protection
provisions in Section 2 in respect of any Participant in an amount that would
exceed such amount as would have been payable had such Lender not sold such
participation to such Participant). At any time or from time to time, upon
written request to a Lender by any relevant Borrower, such Lender shall provide
such relevant 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.

(f)     Notwithstanding
anything else to the contrary contained herein, no participation or assignment
shall, without the consent of the Borrowers, require any Borrower to 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.

(g)     No Borrower shall
assign or delegate any of its rights and duties hereunder.

(h)     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.

(i)     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 (i) any Borrower or any
Affiliates of any Borrower or (ii) any particular bank identified to the Lenders
by any Borrower if such bank maintains a Borrower's operating accounts.

Section 18.     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, a Security
Agreement or Parent Guaranty 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 Interpool Limited, at:
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 Interpool, Inc., as Borrower, at:
211 College Road East
Princeton, New Jersey  08540
Attention: Chief Financial Officer
Telephone: (609) 452-8900
Facsimile: (609) 452-8211
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | If to the Agent, at:
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
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | If to the Lenders, at the addresses set forth below their
signature lines on this Agreement; and
| | --- | ------------------------------------------------------------------------------------------------

| | (e) | If to the Parent Guarantor, at:
211 College Road East
Princeton, New Jersey 08540
Attention: Chief Financial Officer
Telephone: (609) 452-8900
Facsimile: (609) 452-8211
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 19.     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
Borrowers. 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 20.     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 21.

Section 21.     Consents, Amendments,
Waivers, etc. No amendment or waiver of any provision of this Agreement, the
Notes or any other Loan Document, nor consent to any departure by any Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Lenders and the Borrowers, 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 Section 4, or any
Events of Default set forth in Section 8(h) or (i); (ii) subject any of the
Lenders to any additional obligations; (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 Section 17(h) or this Section 21, (vii) amend the definition of any of the
terms "Majority Lenders", "Net Book Value", "Eligible Equipment", "Eligible
Lease" 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 Agreements except in accordance with the provisions of Sections 5.2 and
7.12 hereof; (ix) release any 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 Agreements. 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 22.     Waiver of Jury Trial. THE
AGENT, THE LENDERS, THE BORROWERS, 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 BORROWERS, AND THE PARENT GUARANTOR, AND THESE PROVISIONS SHALL
BE SUBJECT TO NO EXCEPTIONS. NEITHER THE AGENT, ANY LENDER, ANY 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 23.     Submission to Jurisdiction;
Waivers. EACH 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 BORROWERS OR THE PARENT GUARANTOR AT THEIR
ADDRESSES SET FORTH IN SECTION 18 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 BORROWERS' AND THE PARENT
GUARANTOR'S ADDRESS AS SET FORTH IN SECTION 18;

(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 BORROWERS OR THE PARENT
GUARANTOR OR THEIR PROPERTY IN THE COURTS OF OTHER JURISDICTIONS;

(f)     EACH BORROWER
APPOINTS AND DESIGNATES CT CORPORATION SYSTEM, HAVING AN ADDRESS AT 111 8TH
AVENUE, NEW YORK, NEW YORK, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY
AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING SERVICING OF LEGAL PROCESS
AND EACH BORROWER AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL
CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH BORROWER.

Section 24.     Acknowledgments. Each
Borrower and the Parent Guarantor each 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 any 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 Lenders, each 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 any Borrower, the Parent Guarantor, and
the Lenders.

* * *

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.

| | BORROWERSINTERPOOL LIMITED
By:  
Name:
Title:INTERPOOL, INC.
By:  
Name:
Title:PARENT GUARANTORINTERPOOL, INC.
By:  
Name:
Title:AGENTDVB BANK N.V.,
as Agent
By:  
Name:
Title:
By:  
Name:
Title:LENDERSDVB BANK N.V.
By:  
Name:
Title:
By:  
Name:
Title:
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 2547ING BANK N.V.
By:  
Name:
Title:
By:  
Name:
Title:
ING Bank N.V.
Corporate Banking Services Amsterdam
HE 03.03
P.O. Box 1800
1000 BV Amsterdam
The Netherlands
Attention: Michel Gaffar / Iris Roerdinkholder
Fax: +31 20 563 5239
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Annex PG
PRICING GRID

The
"Applicable Margin" means, for any day and for any Borrower, the rates set forth
below (presented in basis points) in the row opposite such term and in the
column corresponding to the "Pricing Level" and Advance Rate that exists on the
first day of any Interest Period:

`-------------------------------------------------------------------------
                              Advance Rate is    Advance Rate is 60%
                               More than 60%           or Less
-------------------------------------------------------------------------

Pricing Level I                     150                  140
-------------------------------------------------------------------------
Pricing Level II                    165                  150
-------------------------------------------------------------------------
Pricing Level III                   180                  160
-------------------------------------------------------------------------`

For purposes of this Schedule, the following terms have the following meanings:

"Advance
Rate" means, for any Borrower and for any Interest Period, as at the Payment
Date that is the first day of such Interest Period, the ratio of (x) the sum of
(i) the Aggregate Net Book Value of all Equipment included in the Borrowing Base
of such Borrower as at such date and (ii) the amount standing to the credit of
the Collateral Account established by the Agent under such Borrower's Security
Agreement (after taking into account any reallocation of Borrowing Base from
Interpool, Inc. to Interpool Limited as provided for in the definition of the
term "Borrowing Base") to (y) the Aggregate Note Principal Balance for such
Borrower as at such date.

"Pricing Level I" applies at any date if, at such date, the Parent
Guarantor's long term unsecured (and non-credit enhanced) debt is rated at least
BBB-.

"Pricing
Level II" applies at any date if, at such date, either (A) the Parent
Guarantor's long term unsecured (and non-credit enhanced) debt is rated at least
BB+ or (B) as at the end of the most recently completed fiscal quarter (for
which financial statements shall have been timely delivered in accordance with
Section 6.04(a) or (b) of the Agreement), the ratio of (x) Funded Debt to (y)
Tangible Net Worth is 3:1 or less (and Pricing Level I does not apply).

"Pricing
Level III" applies at any date if, at such date, Parent Guarantor's
long term unsecured (and non-credit enhanced) debt is rated at BB or less or if
the Parent Guarantor has no such rating (and neither Level I Pricing nor
Level II Pricing applies).

"Pricing
Level" refers to the determination of which of Level I, Level II,
Level III or Level IV applies at any date.

"S&P" means Standard & Poor's Ratings Services.

EXHIBIT A

FORM OF NOTE

|[$____________] | [Closing Date]
|--------------- | --------------

FOR VALUE RECEIVED, the undersigned, [INTERPOOL
LIMITED, a company organized under the laws of Barbados] [INTERPOOL,
INC., a corporation organized under the laws of the State of Delaware]
(together with its successors and permitted assigns, the "Borrower"),
hereby absolutely and unconditionally promises to pay to the order of
____________________________________________ (together with its successors and
permitted assigns, the "Lender"), at the office of DVB Bank N.V., as
Agent, [__________, Rotterdam, The Netherlands], or at such other address as the
Agent may from time to time designate in writing, the principal sum of
_____________________ Dollars ($[__________]) at the times and in the amounts
set forth in the Revolving Credit Agreement, dated as of December 29, 2004, by
and between the Borrower and [Interpool, Inc.] [Interpool Limited], as
Borrowers, Interpool, Inc., as the Parent Guarantor, the Lender, the other
lenders from time to time parties thereto, and DVB Bank N.V., as agent (in
such capacity, the "Agent"), as the same may be modified, amended,
extended, renewed, supplemented or restated from time to time (the "Credit
Agreement"), and to pay interest on the principal balance hereof from time
to time outstanding at the times and at the rate(s) per annum applicable from
time to time as specified in the Credit Agreement. Capitalized terms used herein
and not otherwise defined shall have the meaning set forth in the Credit
Agreement.

The
date and amount of each Credit Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the
Lender on its books and, prior to any transfer of this Note, endorsed by the
Lender on the schedule attached hereto or any continuation thereof,
provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under the Revolving Credit Agreement or hereunder
in respect of the Credit Loans made by the Lender to the Borrower.

This
Note is one of the Notes referred to in, evidences borrowings under and has been
issued by the Borrower in accordance with the terms of, the Credit Agreement.
The Lender and any holder hereof shall be bound by and entitled to the benefits
of the Credit Agreement and may enforce the agreements of the Borrower contained
therein, and any holder may exercise the respective remedies provided for
thereby or otherwise available in respect thereof, all in accordance with the
terms thereof.

The
Borrower has the right under certain circumstances and the obligation under
certain other circumstances to prepay in whole or some specified portion of the
principal amount of this Note on the terms and conditions specified in the
Credit Agreement.

If
any one or more Events of Default described in the Credit Agreement shall occur,
the entire unpaid principal amount of this Note and all unpaid interest accrued
hereunder may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement. After the occurrence and during the
continuance of an Event of Default, certain of the indebtedness evidenced hereby
shall bear interest at the Default Rate as provided in the Credit Agreement.

The
Borrower and every endorser or guarantor of this Note hereby waive presentment,
demand, notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note (except
as otherwise specifically provided in the Credit Agreement), assent to any
extension or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral, and to the addition or release
of any other party or person primarily or secondarily liable.

This
Note is secured by a security interest in certain assets of the Borrower, [and
is guaranteed by Interpool Inc., in each case,] as provided in the Credit
Agreement and the other Loan Documents referred to therein.

All
of the provisions of this Note shall be binding upon and inure to the benefit of
the Borrower and the Lender and their respective successors and assigns.

This
Note shall be governed by, and construed in accordance with, the laws of the
State of New York, including Sections 5-1401 and 5-1402 of the General
Obligations Law, but otherwise without giving effect to any conflicts of law
provisions contained therein.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by
its duly authorized undersigned officer as of the date first written above.

| | [INTERPOOL LIMITED]
[INTERPOOL, INC.]
By:  
Name:
Title:
| | --------------------------------------------------------

SCHEDULE OF CREDIT LOANS

This
Note evidences Credit Loans made to the Borrower by the Lender under the
within-described Revolving Credit Agreement, on the dates and in the principal
amounts set forth below, subject to the payments of principal set forth below:

`Principal      Date Paid      Principal      Notation
Date Made      Amount         or Prepaid     Amount         Made By
---------      --------       ----------     ---------      --------`