EXECUTION COPY

CREDIT AGREEMENT

dated as of December 21, 2005

among

INTERPOOL CONTAINERS LIMITED,
as the Borrower

INTERPOOL, INC.,
as the Parent Guarantor

INTERPOOL LIMITED,

DVB BANK N.V.,
as the Agent

and

THE 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 | 19
|--------------------------- | --

| | 2.1     The Credit Loans | 19
| | ------------------------ | --

| | 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 | 21
| | ----------------------------- | --

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

| | 2.7     Prepayments | 22
| | ------------------- | --

| | 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 | 27
| | ---------------------------------- | --

| | 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
| | ------------------------ | --

|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 | 30
| | --------------------------- | --

| | 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 | 31
| | ---------------------------------------------------- | --

| | 3.9     Tax Status | 31
| | ------------------ | --

| | 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 | 32
| | ----------------------- | --

| | 3.15     Holding Company and Investment Company Acts | 32
| | ---------------------------------------------------- | --

| | 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
|-------------------------------- | --

|SECTION 5. SUBSTITUTION IN CONNECTION WITH AN EVENT OF
LOSS | 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 | 38
| | ---------------------------------------------------------- | --

| | 6.5     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 | 39
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --

| | 6.6     Business and Corporate Existence | 39
| | ---------------------------------------- | --

| | 6.7     Payment of Taxes | 39
| | ------------------------ | --

| | 6.8     Repayment of Bridge Note | 40
| | -------------------------------- | --

| | 6.9     Insurance | 40
| | ----------------- | --

| | 6.10     Inspection of Properties and Books; Containers Monitoring System | 40
| | ------------------------------------------------------------------------- | --

| | 6.11     Licenses and Permits | 41
| | ----------------------------- | --

| | 6.12     Notice of Material Claims and Litigation | 41
| | ------------------------------------------------- | --

| | 6.13     Further Assurances | 42
| | --------------------------- | --

| | 6.14     Pension Plans | 42
| | ---------------------- | --

| | 6.15     Use of Proceeds | 42
| | ------------------------ | --

| | 6.16     Notice of Default | 42
| | -------------------------- | --

| | 6.17     Servicing Agreement | 43
| | ---------------------------- | --

| | 6.18     Distributions by Interpool Containers Funding II, SRL | 43
| | -------------------------------------------------------------- | --

| | 6.19     Sale of Assets by Interpool Container Funding II, SRL | 43
| | -------------------------------------------------------------- | --

|SECTION 7. NEGATIVE COVENANTS | 43
|----------------------------- | --

| | 7.1     Liens | 43
| | ------------- | --

| | 7.2     Maximum Funded Debt to Tangible Net Worth | 43
| | ------------------------------------------------- | --

| | 7.3     Minimum Tangible Net Worth | 43
| | ---------------------------------- | --

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

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

| | 7.6     Distributions | 44
| | --------------------- | --

| | 7.7     Merger, Consolidation or Sale of Assets, Etc | 44
| | ---------------------------------------------------- | --

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

| | 7.9     Public Utility Holding Company | 45
| | -------------------------------------- | --

| | 7.10     Transactions with Affiliates | 45
| | ------------------------------------- | --

| | 7.11     Dispositions of Collateral | 45
| | ----------------------------------- | --

| | 7.12     Stock Dispositions | 45
| | --------------------------- | --

| | 7.13     Subordination of Other Indebtedness | 45
| | -------------------------------------------- | --

| | 7.14     Servicing Agreement | 45
| | ---------------------------- | --

|SECTION 8. EVENTS OF DEFAULT | 45
|---------------------------- | --

|SECTION 9. REMEDIES | 49
|------------------- | --

|SECTION 10. NOTICE AND WAIVERS OF DEFAULT | 51
|----------------------------------------- | --

| | 10.1     Notice of Default | 51
| | -------------------------- | --

| | 10.2     Waivers of Default | 51
| | --------------------------- | --

|SECTION 11. SET OFF | 51
|------------------- | --

|SECTION 12. BUY-OUT RIGHTS | 52
|-------------------------- | --

|SECTION 13. [INTENTIONALLY OMITTED] | 53
|----------------------------------- | --

|SECTION 14. THE AGENT | 53
|--------------------- | --

| | 14.1     Appointment | 53
| | -------------------- | --

| | 14.2     Delegation of Duties | 53
| | ----------------------------- | --

| | 14.3     Exculpatory Provisions | 53
| | ------------------------------- | --

| | 14.4     Reliance by Agent | 54
| | -------------------------- | --

| | 14.5     Notice of Default | 54
| | -------------------------- | --

| | 14.6     Non-Reliance on Agent and Other Lenders | 54
| | ------------------------------------------------ | --

| | 14.7     Indemnification | 55
| | ------------------------ | --

| | 14.8     Failure to Act | 56
| | ----------------------- | --

| | 14.9     The Agent in Its Individual Capacity | 56
| | --------------------------------------------- | --

| | 14.10     Successor Agent | 56
| | ------------------------- | --

| | 14.11     Exercise of Remedies Under Security Documents | 56
| | ------------------------------------------------------- | --

| | 14.12     Standard of Care | 57
| | -------------------------- | --

| | 14.13     Dealing with the Lenders | 57
| | ---------------------------------- | --

| | 14.14     Duties Not to be Increased | 57
| | ------------------------------------ | --

|SECTION 15. EXPENSES AND INDEMNITIES | 57
|------------------------------------ | --

|SECTION 16. SURVIVAL OF COVENANTS, ETC | 58
|-------------------------------------- | --

|SECTION 17. PARTIES IN INTEREST; SUCCESSORS AND
ASSIGNS | 58
|------------------------------------------------------- | --

|SECTION 18. NOTICES, ETC | 60
|------------------------ | --

|SECTION 19. MISCELLANEOUS | 61
|------------------------- | --

|SECTION 20. ENTIRE AGREEMENT, ETC | 62
|--------------------------------- | --

|SECTION 21. CONSENTS, AMENDMENTS, WAIVERS, ETC | 62
|---------------------------------------------- | --

|SECTION 22. WAIVER OF JURY TRIAL | 62
|-------------------------------- | --

|SECTION 23. SUBMISSION TO JURISDICTION; WAIVERS | 63
|----------------------------------------------- | --

|SECTION 24. ACKNOWLEDGMENTS | 64
|--------------------------- | --

ANNEXES, EXHIBITS AND SCHEDULES

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

|Exhibit B | Form of Notice of Borrowing
|--------- | ---------------------------

|Exhibit C | Form of Notice of Assignment
|--------- | ----------------------------

|Exhibit D | Form of Compliance Certificate
|--------- | ------------------------------

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

|Exhibit F | Form of Security Agreement
|--------- | --------------------------

|Exhibit G | Form of Parent Guaranty
|--------- | -----------------------

|Exhibit H | Form of Borrowing Base Certificate
|--------- | ----------------------------------

|Exhibit I | Form of Account Control Agreement
|--------- | ---------------------------------

|Schedule 1 | Payment Details
|---------- | ---------------

|Schedule 2 | Funding Commitments; Pro Rata Share
|---------- | -----------------------------------

|Schedule 3 | Tranche A Amortization Schedule
|---------- | -------------------------------

|Schedule 4 | Tranche B Amortization Schedule
|---------- | -------------------------------

|Schedule 5 | Borrowing Base Schedule
|---------- | -----------------------

[Credit Agreement]

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of December 21, 2005, is among
INTERPOOL CONTAINERS LIMITED, a company organized under the laws of
Barbados (together with its successors and permitted assigns, the
Borrower), INTERPOOL, INC., a corporation organized under the laws
of the State of Delaware (together with its successors and permitted assigns,
the Parent Guarantor), INTERPOOL LIMITED, a company organized
under the laws of Barbados (together with its successors and permitted assigns,
Interpool Limited), 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 secured credit facility which provides for
credit loans to the Borrower on a single-draw term loan basis in an aggregate
principal amount up to $250,718,387.86.

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:

Account
Control Agreement. The Pledge Agreement, between the Borrower, the Agent
and ING Bank N.V., as the Account Bank, substantially in the form of Exhibit
I hereto.

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 from which the Agent shall manage
this transaction.

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

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

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.

Applicable
Margin. For any Interest Period and in respect of the Credit Loans of
any Tranche, (i) in the case of Tranche A Loans, 1.65% per annum and (ii) in the
case of Tranche B Loans (x) prior to the Term-Out Period, 3.50% per annum and
(y) during the Term-Out Period, 5.00% per annum.

Applicable
Rate. For any Interest Period and Credit Loan of any Tranche, (i) in the
case of Tranche A Loans, 6.365% per annum (the Fixed Rate) and (ii) in
the case of Tranche B Loans, the Eurodollar Rate for such Interest Period plus
the Applicable Margin. The Fixed Rate shall be a single fixed rate of interest
established by each of the Lenders in accordance with market practice by
effecting an interest rate swap transaction (the
Swap Transaction) with a third party swap counterparty (which may be the swap
desk of a Lender(s) or through a swap agent) (the Swap
Counterparty) pursuant to which on each Payment Date (A) such Lender will pay to
the Swap Counterparty an amount equal to interest on a notional amount equal to the
balance of such Lenders Tranche A Notes scheduled to be outstanding as at the first
day of the Interest Period ending on such Payment Date at the fixed rate as so
established (interest being calculated on a bond basis) and (B) the Swap Counterparty
will pay to such Lender an amount equal to interest on such notional amount at a rate
equal to the Eurodollar Rate for such Interest Period plus the Applicable Margin
(calculated on a actual/360 day basis). The Agent shall coordinate the Swap Transactions
of each Lender to ensure consistency and compliance with market practice. The fixed rate
as so determined shall be conclusive absent manifest error. The Swap Transaction shall be
subject to the protections afforded each Lender under Sections 2.9 and 2.17 hereof
(with the terms Credit Loans and Notes of any Lender being deemed
to include a reference to such Lenders Swap Transaction).

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

Assignee. As defined in Section 17.

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. $250,718,387.86.

Base Rate. For any Tranche, the higher of (i) the Prime Rate and
(ii) the Federal Funds Effective Rate.

Borrower.
Interpool Containers Limited, together with its successors and permitted
assigns.

Borrowing.The borrowing on the Closing Date of the Credit Loans by
the Borrower.

Borrowing
Base. The Borrowing Base as of the relevant Payment Date that is
specified in Schedule 5.

Borrowing
Base Certificate. A certificate, substantially in the form of Exhibit
H.

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 the Borrower has actual
knowledge that it has become the subject of an Event of Loss and has not been
subject to a substitution in accordance with the related Lease.

Casualty
Payment Amount. With respect to each Casualty Item as at any date of
determination, an amount equal to the Net Present Value of such Casualty Item as
at such date.

Closing
Date. The Business Day on which the parties hereto shall have executed
and delivered this Agreement and on which the Credit Loans are made
hereunder.

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 the Borrower, this term shall have the meaning set forth in the
Security Agreement.

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

Commitment. As defined in Section 2.1(d).

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 4(n).

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.        Any new or
used container owned by the Borrower and leased to a Lessee under a Finance
Lease.

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

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 (A) in the case of Tranche A
Loans, 2% plus the higher of (x) , the Fixed Rate or (y) the Eurodollar Rate
plus the Applicable Margin or (B) in the case of Tranche B Loans, 2% plus the
Eurodollar Rate plus the Applicable Margin.

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
payment owing thereunder is more than (x) 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.

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.

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 (adjusted
to account for the impact of any non-cash fair value adjustment for the 2004
warrants) 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 Borrower
holds legal and beneficial title thereto;
| |  | ----------------------------------------------------------

| |  | (ii) to the
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 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 given by the Borrower to the extent of its 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 Net Present
Value;
| |  | ----------------------------------------------------------------------------------------------

| |  | (viii) 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;
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (ix) it is in the
possession of the Borrower, 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 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;
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (x) 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;
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (xi) the 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
Borrowers control excepted;
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (xii) 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;
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (xiii) 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
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (xiv) 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) Finance
Lease. Such Lease provides for fixed (not floating) rental payments and is 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 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 or replace the Equipment with like
equipment of the same or later model in good repair, condition and working
order, or (b) make a lump sum payment relating to such Container in an
amount not less than the Net Present Value thereof, or (c) continue to make
contract payments on its regularly scheduled basis despite the occurrence of an
event of loss; and
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (xi) Partial
Pledges. No portion of such Lease or the Containers subject to such Lease
is, on such date, pledged to a third party.
| |  | ----------------------------------------------------------------------------------------------------------------------------------

Equipment. All of the Containers identified on Schedule 1 to the
Security Agreement Supplement, and any Substitute Equipment.

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 the Borrower;
| |  | --------------------------------------------------------------------------------------------------------------------------------------------

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

| |  | (iv) any
condemnation, seizure, forced sale or other taking of title to or use of any
such 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
(howsoever described), including but not limited to an Event of Loss that allows
the Lessee to continue to make contract payments on its regularly scheduled
basis despite the occurrence of said Event of Loss; 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 21, 2005 between the Parent Guarantor and DVB.

Finance
Lease. A Lease that is classified under GAAP as a finance lease and that
is classified as such 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 (as determined in accordance with GAAP) 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 (as
determined in accordance with GAAP) 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 the Parent
Guarantors consolidated 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).

Intercreditor
Agreement. That certain Intercreditor and Lockbox Administration
Agreement, dated as of December 21, 2005, among Interpool Container Funding,
SRL, Interpool Containers Limited, U.S. Bank National Association, as lockbox
administrator, DVB Bank N.V., Fortis Bank (Nederland) N.V. and such other
equipment owners and equipment lenders named therein or as may become a party
from time to time, as such agreement may be amended, modified or supplemented in
accordance with its terms, including as supplemented by the execution of any
joinder agreement.

Intercreditor
Documents. The Intercreditor Agreement and the Lockbox Agreement.

Intermediary.        PNC Bank,
National Association.

Interest
Period. With respect of any Credit Loan, the period commencing on (i)
initially, the Closing Date thereof and (ii) thereafter, any Payment Date to
(but excluding) the next following Payment Date (or, if applicable, the 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 the Borrower retains title to, or a security interest in,
any Equipment sold) or rendering of services in the ordinary course of the
Borrowers business; any real estate held for sale or investment; any
commodities futures contracts held other than in connection with bona fide
hedging transactions; any other investment in any other Person; and the making
of any commitment or acquisition of any option to make any such Investment.

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
Borrower (or one of its Affiliates acting as agent for the 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 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 Borrower, or to
which the Borrower is at any time entitled by law or contract, in respect of any
such Equipment, including, without limitation, any moneys received by the
Borrower in connection with the exercise of any purchase option by a
Lessee.

Lender(s). Individually,
each of the banks or financial institutions signatory hereto, 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.

Lessee Default
Amount. With respect to a Defaulted Lease, as at any date of
determination, an amount equal to the aggregate Net Present Value of all
Equipment then subject to such Defaulted Lease.

Lessee Early
Termination Amount. With respect to a Lessee Terminated Lease, as at any
date of determination, an amount equal to the aggregate Net Present Value of all
Equipment then subject to such Lessee Terminated Lease.

Lessee
Terminated Lease. A Lease that is pledged to the Agent, on behalf of the
Lenders, for which the related Lessee has exercised a contractual right to
terminate such Lease, including a termination in connection with the exercise of
a purchase option set forth in such Lease, prior to expiration of the stated
term thereof upon payment in full of the termination fee set forth in such
Lease.

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

Lockbox
Agreement. That certain Lockbox Agreement, dated as of November 30,
2005, among Interpool Container Funding, SRL, Interpool Contains Limited, U.S.
Bank National Association, as lockbox administrator, the Agent, Fortis Bank
(Nederland) N.V., PNC Bank, National Association and such other equipment owners
and equipment lenders named therein or as may become a party from time to time,
as such agreement may be amended, modified or supplemented in accordance with
its terms, including as supplemented by the execution of any joinder
agreement.

Majority
Lenders. 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 Borrower considered
individually, which could reasonably be expected to have a materially adverse
effect upon the respective ability of the Parent Guarantor or the 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. For any Tranche: (i) in the case of the Tranche A Loans, December
21, 2010 and (ii) in the case of the Tranche B Loans, December 21, 2006 unless
the Term-Out Option shall have been duly elected, in which case December 22,
2008.

Maximum
Amount. As defined in Section 2.1(a).

Monitoring
System. As defined in Section 6.3.

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.

Net Present
Value. As of any date of determination with respect to an item of
Eligible Equipment and the associated Lease, an amount equal to 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 7.913% per annum (on
the basis of a year of 360 days and actual number of days elapsed).

Note.
A Tranche A Note or a Tranche B Note.

Notice of
Assignment. In respect of any Lease subject to a Security Agreement, a
notice of assignment, duly completed (or delivered in blank) in a manner
satisfactory to the Agent for the purposes of the Security Agreement, in
substantially the form attached hereto as Exhibit C.

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

Obligations. All indebtedness, obligations and liabilities of the
Borrower and the Parent 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.

Officers'
Certificate. A certificate signed on behalf of a corporation by an
Authorized Officer.

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 Payment Date shall be (a) for the Tranche A Loans, each date
specified in Schedule 3 in the column headed "Payment Date"; or (b) for the
Tranche B Loans, each date specified in Schedule 4 in the column headed "Payment
Date".

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; (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 the Borrower or any member of the
Controlled Group for employees of the Borrower or any member of the Controlled
Group, or (b) if such Plan is established, maintained pursuant to a collective
bargaining agreement or any other arrangement under which more than one employer
makes contributions and to which the Borrower or any member of the Controlled
Group is then making or accruing an obligation to make contributions or has
within the preceding five Plan years made contributions.

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
Institution. Any institution designated by the Borrower as a "prohibited
institution" in a side letter delivered to the Agent; provided, however, that:
(i) no more than five (5) institutions may be listed at any one time as a
"prohibited institution", (ii) such prohibited institution may only be an
institution at which the Borrower or its Affiliates maintains a bank account,
and (iii) designations may only be made prospectively.

Prohibited
Jurisdiction. Any country or jurisdiction, (a) from time to time, that
is subject of a prohibition order (or any similar order or directive), sanctions
or restrictions promulgated or administered by the Office of Foreign Assets
Control of the United States Treasury Department and (b) in which, or for which,
a Lender or any assignee thereof is otherwise prohibited or restricted on the
Closing Date and as disclosed in writing to the Borrower, 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(c).

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.

Scheduled
Principal Payment. For the Tranche A Notes, an amount, for any Payment
Date, equal to the amount set forth for such Payment Date on Schedule 3;
provided that such Schedule 3 shall be subject to amendment and replacement as
provided in Section 2.7(e). For the Tranche B Notes, an amount, for any Payment
Date, equal to the amount set forth for such Payment Date on Schedule 4 and, if
the Term-Out Option shall have been effected, the installments specified in
Section 2.3(b); provided that such Schedule 4 shall be subject to amendment and
replacement as provided in Section 2.7(e).

Security Agreement. The Security Agreement, between the Borrower and the Agent substantially in the form
of Exhibit F hereto.

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

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

Servicing
Agreement. The Servicing Agreement that has or will be entered into
between the Borrower, as Servicer, and Interpool Container Funding II, SRL, as
Purchaser.

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.

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.

Substitute
Equipment. As defined in Section 5.

Tangible Net
Worth. As of any date of determination the amount equal to (A) the
amount of stockholders equity and warrant liability of the Parent Guarantor and
its Consolidated Subsidiaries appearing in the consolidated financial statements
of the Parent Guarantor and its Consolidated Subsidiaries as of the most
recently ended fiscal quarter for which financial statements are available and
prepared in accordance with GAAP, less (B) trademarks, goodwill, covenants not
to compete and all other assets classified as intangible assets determined in
accordance with GAAP, plus (C) the amount representing the Parent Guarantor's
9-7/8% Junior Subordinated Deferrable Interest Debentures due 2027 and the
related 9-7/8% Capital Securities of Interpool Capital on the consolidated
balance sheet of the Parent Guarantor and its Consolidated Subsidiaries as of
the most recently ended fiscal quarter for which financial statements are
available, plus (D) the amount representing the 9.25% Convertible Redeemable
Junior Subordinated Debentures due 2022 on the consolidated balance sheet of the
Parent Guarantor and its Consolidated Subsidiaries as of the most recently ended
fiscal quarter for which financial statements are available plus, (E) any future
subordinated debt of Parent Guarantor and its Consolidated Subsidiaries, plus
(or minus) (F) any adjustments to the accounts of the Parent Guarantor, both
positive and negative, that results from SFAS 133/138. In this regard, "SFAS
133/138" means, Statement of Financial Accounting Standards No. 133 -
"Accounting for Derivative Instruments and Hedging Activities" and Statement of
Financial Accounting Standards No. 138 - "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an amendment to FASB Statement No.
133" issued by the Financial Accounting Standard Board, as such pronouncement
may be amended from time to time.

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-Out
Option. Is the right of the Borrower to term-out the Tranche B Loans as
provided in Section 2.18 hereof.

Term-Out
Period. The period from December 22, 2006 to December 22, 2008.

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.

Tranche. Either a Tranche A Loan or a Tranche B Loan, or relating
to either thereof.

Tranche A
Loan. As defined in Section 2.1(b).

Tranche A
Note. A Note issued as "Tranche A" in accordance with Section 2.1(a) and
any such note issued in exchange or replacement therefor pursuant to Section
17(b).

Tranche B
Loan. As defined in Section 2.1(b).

Tranche B
Note. A Note issued as "Tranche B" in accordance with Section 2.1(a) and
any such note issued in exchange or replacement therefor pursuant to Section
17(b).

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 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 Agent is headquartered.

(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, the Borrower shall be entitled
to borrow from the Lenders on the Closing Date loans in respect of the Equipment
and Leases (the Credit Loans). The maximum amount of Credit Loans that may be
borrowed on the Closing Date shall not exceed the lesser of (i) the Borrowing
Base and (ii) the Available Commitment (the Maximum Amount).

(b)      The Credit Loans will be in two tranches:  "Tranche A Loans"  will equal 85% of the Maximum Amount and
"Tranche B Loans" will equal 15% of the Maximum Amount. The Tranche A Loans and Tranche B Loans will have the
characteristics identified herein.

(c)      Subject to the terms and conditions hereof, on the Closing Date each Lender will fund its Pro Rata
portion of the Credit Loans of the Tranche(s) of which it has a Commitment.

(d)      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 Closing Date. The Commitments of each Lender
in respect of each Tranche is set forth on Schedule 2.

(e)      Any Borrowing by the 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.

2.2 The
Notes. The obligation of the 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 Borrower substantially in
the form of Exhibit A hereto, duly completed and executed by the Borrower. Each
such Note shall be designated as having been delivered in connection with a
particular Tranche (a "Tranche A Note" or a "Tranche B Note," as the case may
be). Each such Note issued to any Lender shall be in an amount equal to its
Commitment for the applicable Tranche.

2.3 Principal
Payments on the Notes.

(a) Tranche A Loans. On each Payment Date, the Borrower shall pay to the
Agent for account of each holder of a Tranche A Note an amount equal to the
Scheduled Principal Payment due in respect of the Tranche A Loans.

(b) Tranche B Loans. Unless the Term-Out Option shall have been elected
and effected, on each Payment Date, the Borrower shall pay to the Agent for
account of each holder of a Tranche B Note an amount equal to the Scheduled
Principal Payment due in respect of the Tranche B Loans. If the Term-Out Option
shall have been elected and effected, during the Term-Out Period, the balloon
element of the Scheduled Principal Payment that was otherwise due on December
21, 2006, (and not the regular amortization element of the Scheduled Principal
Payment due in respect of the Tranche B Note on December 21, 2006, which will be
payable as a Scheduled Principal Payment on December 21, 2006 in any event),
(the Tranche B Balloon) shall instead be payable in 24 equal monthly
installments, the first of which shall be payable on December 22, 2006.

(c) Each Lender shall maintain in accordance with its usual practice an account
or accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Credit Loan made by such Lender to the Borrower, including the amounts
of principal and interest payable and paid to such Lender by or for account of
the 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 the 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 the 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 the 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) The 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, the Borrower agrees to pay to the affected Lender(s)
an amount equal to the difference between (a) the lesser of (i) the amount of
interest that would have accrued if the maximum rate permitted by applicable law
had at all times been in effect, or (ii) the amount of interest that would have
accrued if the interest rate had at all times been in effect, and (b) the amount
of interest accrued in accordance with the other provisions of this
Agreement.

(c) All computations of interest hereunder shall be made on the basis of a year
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. The Available Commitment shall be terminated automatically on
the Closing Date upon the borrowing of the Credit Loans. The Available
Commitment once terminated may not be reinstated.

2.6 Fees.
The Borrower shall pay (i) the fees specified in the Fee Letter as and when due;
and (ii) the Agent's fee of $20,000 per annum payable in arrears on each
anniversary of the Closing Date.

2.7
Prepayments.

(a) Voluntary Prepayment. Upon not less than ten Business Days' prior
written notice to the Agent, the Borrower may at any time prepay in whole, or in
part (in minimum increments of $3,000,000 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 . In connection with any
prepayment made in accordance with the provisions of this Section 2.7(a), the
Borrower shall be required to pay, contemporaneously with such prepayment, an
amount equal to the sum of (i) accrued interest on the principal balance being
prepaid, calculated through the date of such prepayment, and (ii) any Funding
Losses incurred as the result of such prepayment.

(b) Mandatory Prepayments for Event of Loss. Subject to Section 5.1, on
each Payment Date, the Borrower shall make a mandatory prepayment of the Notes
in an amount equal to the amount (if any) equal to the sum of the Casualty
Payment Amounts for all items of Equipment that became a Casualty Item in the
third preceding calendar month; provided, however, that if the amount (when
added to any prepayment amount due under Section 2.7(c)) of any such prepayment
due on any Payment Date would be less than $1,000,000 (the "Prepayment
Tolerance"), then such prepayment shall be deferred until such later Payment
Date as the aggregate amounts owing by the Borrower pursuant to this Section
2.7(b) and Section 2.7(c) would exceed the Prepayment Tolerance. The amount of a
prepayment made in accordance with the provisions of this Section 2.7(b) shall
be applied to reduce the unpaid principal balance of the Notes on a pro rata
basis, calculated based on the then unpaid principal balance of all Notes. Any
prepayment of the Notes of any Tranche made in accordance with the provisions of
this Section 2.7(b) shall reduce future Scheduled Principal Payments relating to
such Tranche pro rata. In connection with any prepayment made in accordance with
the provisions of this Section 2.7(b), the Borrower shall be required to pay,
contemporaneously with such prepayment, an amount equal to the sum of (i)
accrued interest on the principal balance being prepaid, calculated through the
date of such prepayment, and (ii) any Funding Losses incurred as the result of
such prepayment.

(c) Mandatory Prepayments for Lessee Defaults. On each Payment Date, the
Borrower shall make a mandatory prepayment of the Notes in an amount equal to
the sum of the Lessee Default Amounts for all Leases that were initially
classified as a Defaulted Lease in the third preceding calendar month and
continue to be Defaulted Leases; provided, however, that if the Prepayment
Tolerance level is not met, then such prepayment shall be deferred until such
later Payment Date as the aggregate amounts owing by the Borrower pursuant to
Section 2.7(b) and this Section 2.7(c) would exceed the Prepayment Tolerance.
The amount of a prepayment made in accordance with the provisions of this
Section 2.7(c) shall be applied to reduce the unpaid principal balance of the
Notes on a pro rata basis, calculated based on the then unpaid principal balance
of all Notes. Any prepayment of the Notes of any Tranche made in accordance with
the provisions of this Section 2.7(c) shall reduce future Scheduled Principal
Payments relating to such Tranche pro rata. In connection with any
prepayment made in accordance with the provisions of this Section 2.7(c), the
Borrower shall be required to pay, contemporaneously with such prepayment, an
amount equal to the sum of (i) accrued interest on the principal balance being
prepaid, calculated through the date of such prepayment, and (ii) any Funding
Losses incurred as the result of such prepayment.

(d) Mandatory Prepayments for Lessee Early Terminations. On each Payment
Date, the Borrower shall make a mandatory prepayment of the Notes in an amount
equal to the amount (if any) by which the sum of the Lessee Early Termination
Amounts for all Lessee Terminated Leases for Leases that were terminated by the
Lessee in the third preceding calendar month. The amount of a prepayment made in
accordance with the provisions of this Section 2.7(d) shall be applied to reduce
the unpaid principal balance of Notes on a pro rata basis, calculated
based on the then unpaid principal balance of all Notes. Any prepayment of the
Notes of any Tranche made in accordance with the provisions of this Section
2.7(d) shall reduce future Scheduled Principal Payments of the related Tranche
pro rata. In connection with any prepayment made in accordance with the
provisions of this Section 2.7(d), the Borrower shall be required to pay,
contemporaneously with such prepayment, an amount equal to the sum of (i)
accrued interest on the principal balance being prepaid, calculated through the
date of such prepayment, and (ii) any Funding Losses incurred as the result of
such prepayment.

(e) Revised Schedule. In respect of each Credit Loan affected by a
prepayment of the related Notes in accordance with this Section 2.7, the Agent
will, to the extent necessary, recalculate the amounts set forth in Schedules 3
and 4 to reflect a prepayment of such Notes, which recalculated amounts shall be
furnished by the Agent to the Borrower and each Lender, and which shall be
conclusive absent manifest error.

(f) 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
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, the Borrower shall be required to pay,
contemporaneously with such prepayment, an amount equal to the sum of (i)
accrued interest on the principal balance being prepaid, calculated through the
date of such prepayment, and (ii) any Funding Losses incurred as the result of
such prepayment.

(g) Releases. Following any prepayment contemplated by clauses (b), (c)
and (d) above, the Borrower may request the Agent to release from the Lien of
the Security Agreement the Containers and Leases relating to such prepayment,
and the Agent shall promptly execute and deliver such instruments as the
Borrower shall deliver to it evidencing such release.

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 the Borrower (which notice shall be conclusive and binding upon
the Borrower) and to the other Lenders. Upon such notification by the Agent, the
obligation of the affected Lender(s) to lend or maintain any Credit Loan on the
applicable Eurodollar Rate Basis shall be suspended until the affected Lender
determines that such circumstances no longer exist 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, the Borrower may prepay immediately
the affected Credit Loans borrowed by it in full without penalty or premium;
provided, however that the Borrower shall pay all of the following: (i)
any Funding Losses, (ii) accrued interest on the principal balance being
prepaid, calculated through the date of such prepayment and (iii) any additional
amounts or fees payable to each of the Lenders pursuant to the terms of this
Agreement.

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 the Borrower while a Credit Loan is on a Eurodollar
Rate Basis; or (iii) impose or increase or render applicable any special deposit
or reserve or similar requirements against assets held by, or deposits in or for
the respective accounts of, or loans (including the Credit 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 the Borrower 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 the Borrower, and the 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 the Borrower; and (B) the Borrower 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, provided however, that if an affected Lender
fails to notify the Borrower of such additional costs, reductions, foregone
interest or other amounts within ninety (90) days after such Lender obtains
actual notice that such amounts have been or will be incurred, then such Lender
should only be entitled to payment of such costs, reductions or other amounts
incurred from and after the date 90 days prior to the date on which the affected
Lender gives such notice.

(c) In lieu of paying any amount specified by the preceding paragraphs (a) and
(b), the 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 the Borrower to the
Agent pursuant to the provisions of any of Sections 2.8, 2.9 or 2.17 shall be
delivered by the Agent to the Borrower in connection with each demand made at
any time upon the Borrower under any of such sections. Each such certificate
shall set forth the nature of the occurrence giving rise to such compensation,
the additional amount or amounts to be paid to it hereunder and the method by
which such amounts were determined, which may include any reasonable averaging
and attribution methods. Each such certificate shall, absent manifest error, be
deemed true and correct evidence of the additional amount required to be paid by
the Borrower to the Agent. A claim by the Agent for all or any part of any
additional amount required to be paid by the Borrower pursuant to the provisions
of any of Sections 2.8, 2.9 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.  All other payments, including commitment fees, received by the Agent from, or on behalf of, the 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.

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 the Borrowing,
each Lender participating therein shall make available its share of such
Borrowing, in U.S. Dollars in 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 the 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 the 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 the Borrower until the date such amount is repaid to the
Administrative Agent, at (i) in the case of the 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 the Borrower hereunder in respect of
any Credit Loan borrowed by it, including principal, interest, Funding Losses,
commitment fees and any other obligations of the 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 the 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) [RESERVED]

(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. (a) If no Default or Event of Default then exists or
is continuing and if (i) as the result of the application of Section 2.8, the
obligation of one or more (but not all) of the Lenders to permit a Credit Loan
to be loaned 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 the Borrower of increased
capital requirements and the affected Lender(s) are unable to agree on an
adjustment to the compensation payable to such Lender within the specified 30
day period, or (iii) the Borrower must make a payment pursuant to Section 2.17
with respect to such Lender, then, in each such case, during a period of thirty
(30) days thereafter, the Borrower, by notice to the Agent 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
the Borrower and acceptable to the Agent, any such assignment to be effected in
accordance with Section 17.

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

2.16 Funding Losses. The 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 (i) 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 and
(ii) in the case of Tranche A Loans, any loss or cost in terminating or
otherwise unwinding such Lender's Swap Transaction (as defined in the definition
of Applicable Rate)) which such Lender may sustain: (a) if for any reason a
Credit Loan to be borrowed by the Borrower does not occur on a date specified
therefor in a Notice of Borrowing; (b) if any repayment of a Credit Loan
borrowed by the Borrower (including repayments following acceleration of the
Credit Loans due to an Event of Default or any mandatory or voluntary
prepayment) occurs on a day other than a Payment Date and, in the case of any
Tranche A Loan, if any such repayment occurs on a day other than the day
scheduled therefor; (c) if any prepayment of any Credit Loan borrowed by the
Borrower is not made on any date specified in a notice of prepayment given by
the Borrower; or (d) as a consequence of any failure by the Borrower to repay a
Credit Loan when required by the terms of this Agreement or the Notes
(collectively, Funding Losses). The Borrower shall pay such amount upon
presentation by the affected Lenders of a certificate pursuant to Section 2.10
setting forth the amount and such calculation thereof pursuant
hereto.

2.17 Payments Free and Clear of Taxes.

(a) All payments of principal, interest, fees and other amounts under this
Agreement, the Notes or any other Loan Document or otherwise paid or payable to
Agent (as used in this Section 2.17, Payments) shall be made free and
clear of, and without deduction by reason of, Taxes, all of which shall be paid
by the Borrower for its own account not later than the date when due. If the
Borrower is required by law or regulation to deduct or withhold any Taxes from
any Payment, it shall: (a) make such deduction or withholding; (b) pay the
amount so deducted or withheld to the appropriate taxing authority not later
than the date when due; (c) deliver to Agent, promptly and in any event within
fifteen (15) days after the date on which such Taxes become due, original tax
receipts and other evidence satisfactory to Agent of the payment when due of the
full amount of such Taxes; and (d) pay to Agent 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 the
Borrower pursuant to Section 2.9(a).

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

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

2.18 Term-Out
Option. The Borrower may exercise a one time option to term-out the Tranche
B Loans scheduled to be outstanding on December 21, 2006 (after giving effect to
any prepayments applicable thereto) by providing notice of such election to the
Agent (who shall promptly thereafter notify the Lenders thereof) not less than
30 days nor more than 60 days prior to December 21, 2006. If the Borrower
exercises 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 December 21, 2006.

Section 3.     Representations and Warranties.  Each of the Parent Guarantor, the Borrower and Interpool
Limited severally represents (in respect of themselves only) to the Agent and the Lenders that as of the Closing
Date:

3.1 Corporate
Existence and Good Standing, Etc.

(a) Each of the Parent Guarantor, the Borrower and Interpool Limited 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 the 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 the 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 the
Borrower, the Parent Guarantor and Interpool Limited 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 the Borrower, the Parent Guarantor or
Interpool Limited is a party or by which any of them or any of their properties
are bound.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

(c) This Agreement and the other Loan Documents have been duly executed and
delivered by the Borrower, the Parent Guarantor and/or Interpool Limited, 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 the 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, 2004, and its
consolidated statements of income, retained earnings and cash flows for the
fiscal year then ended, and related footnotes, audited by KPMG LLP. The Parent
Guarantor has furnished the Agent and the Lenders with its unaudited
consolidated balance sheet as of September 30, 2005 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, 2005, 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 the 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 the Credit Loan made hereunder will be used by the
Borrower to refinance the Equipment. The Borrower is the ultimate beneficiary of
this Agreement and the Credit Loans 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. The Borrower and Interpool Limited are each Subsidiaries
of the Parent Guarantor. The Parent Guarantor owns 100% of the issued and
outstanding shares of common Voting Stock of the Borrower (approximately 10% of
capitalization). The Parent Guarantor owns 100% of the common Voting Stock of
Interpool Limited (100% of capitalization) and Interpool Limited owns 100% of
the preferred Voting Stock of the Borrower (approximately 90% of
capitalization). The Borrower owns 100% of the Voting Stock of Interpool
Container Funding II, SRL.

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 and item
of Equipment that becomes, or is intended to become, subject to the lien of the
Security Agreements, the 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. The 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 on the Closing Date shall be subject to the prior or simultaneous
satisfaction of the following conditions precedent:

(a) Delivery of Loan Documents. Each of this Credit Agreement, the
Security Documents, the Parent Guaranty and the Intercreditor Documents shall
have been duly and properly authorized, executed and delivered by the respective
parties thereto and shall be in full force and effect on and as of the Closing
Date. Executed original counterparts of such documents, as executed and
delivered by the respective parties thereto, shall have been delivered to the
Agent.

(b) Delivery of Charter and Other Documents. The Agent, on behalf of the
Lenders, shall have received from the Borrower, the Parent Guarantor and
Interpool Limited copies, certified by the respective Authorized Officer or
assistant secretary of each to be true and complete as of the Closing Date, of
each of (a) its charter or other incorporation documents as in effect on such
date, (b) its by-laws 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.

(c) Acceptance of Agent. Interpool, Inc., the agent for service of
process designated in Section 11 of the Parent Guaranty and Section 23(f), has
accepted such appointment and has delivered evidence of such appointment to the
Agent.

(d) Collateral Account. The Collateral Account shall have been
established with the Intermediary, and the Agent shall have on-line access to
account statements and account activity in respect thereof.

(e) Request for Funds. The Borrower shall have given to the Agent a
completed Notice of Borrowing, substantially in the form of Exhibit B
hereto.

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

(g) Performance; No Default. Each of the Borrower and the Parent
Guarantor shall have performed and complied in all material respects with all
terms and conditions herein or in the other Loan Documents required to be
performed or complied with by it prior to or at the time of the Closing Date,
and no Default or Event of Default shall have occurred and is
continuing.

(h) Delivery of Officer's Certificate. The Agent and each of the Lenders
shall have received an Officer's Certificate dated as of the Closing Date, in
form and substance reasonably satisfactory to the Agent, in which the Borrower
shall represent and warrant to the Lenders that the conditions precedent set
forth in Sections 4(f), 4(g), 4(l), 4(t) (to the Borrower's knowledge in the
case of Sections 4(t)(ii)(y) and(iii)) and 4(u) were satisfied at and as of the
Closing Date.

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

(j) Delivery of Certain Documents. The Notes evidencing the Credit Loans
to be made on the Closing Date and the Security Agreement Supplement for the
Closing Date shall have each been duly and properly authorized, executed and
delivered by the respective parties thereto and shall be in full force and
effect on and as of the Closing Date. The executed original counterpart of such
Notes shall be delivered to the Lenders named as payee thereof and executed
original counterparts of such Security Agreement Supplement, as executed and
delivered by the respective parties thereto, shall have been delivered to the
Agent. The attachments to the Security Agreement Supplement shall be completed
as follows:

| |  | (i) in the case of Schedule 1 (Equipment), there shall be listed the containers
constituting the Eligible Equipment relating to the Leases referred to in clause
(ii) below; and
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (ii) in the case of Schedule 2 (Leases), there shall be listed the leases
intended to be covered thereby on the Closing Date.
| |  | -----------------------------------------------------------------------------------------------------------------------------

(k) Opinions of the Borrower's, Parent Guarantor's, Interpool Limited's and
Agent's Counsel. The Agent and the Lenders, shall have received from (i)
Kathleen Francis, Esq., U.S. counsel to the Borrower, the Parent Guarantor and
Interpool Limited, (ii) Lex Caribe, Barbados counsel to the Borrower, the Parent
Guarantor and Interpool Limited, and (iii) Vedder, Price, Kaufman & Kammholz,
P.C., special New York counsel to the Agent, favorable opinions of counsel in
form, scope and substance reasonably satisfactory to the Agent, each such
opinion addressed to the Agent and the Lenders and dated the Closing
Date.

(l) Security Documents. Subject only to the execution of this Agreement,
the application or delivery of the proceeds of the Credit Loan to be made on the
Closing Date hereunder, the Security Documents and 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 the Closing Date, shall have been
duly executed by the 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 not of record, and all
other actions necessary for the perfection of such interests shall have been
completed to the satisfaction of the Agent and its counsel.

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

(n) Compliance Certificate. To the extent the Borrower has produced the
requisite financial statements by the Closing Date to enable it to so prepare
such certificate, the Agent and each of the Lenders shall have received a
Certificate, substantially in the form of Exhibit D (a Compliance Certificate),
duly executed by an Authorized Officer of the Borrower.

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

(p) Evidence of Insurance. Evidence of insurance complying with the
requirements of Section 6.8 for the Equipment to be financed on the Closing
Date, in scope, form and substance customary with industry standards, and naming
the Agent as an additional insured and/or loss payee, and stating that such
insurance shall not be canceled or revised without at least 30 days' prior
written notice by the insurer to the Agent.

(q) Litigation. As of the date of the Closing Date, there shall be no
actions, suits or proceedings pending or, to either the Parent Guarantor or its
Subsidiaries' knowledge, threatened against either the Parent Guarantor or its
Subsidiaries or which could be reasonably be expected to have a Materially
Adverse Effect.

(r) Fees. The Borrower shall have paid the fees for the Closing Date
referred to in Section 2.6.

(s) Copies of Purchase Documentation, Invoices, Bills of Sale and Other Title
Documents. The Agent and each of the Lenders shall have received copies of
purchase documentation, invoices, bills of sale and other evidence of payment
indicating that the manufacturers and/or sellers of the Equipment listed in
Schedule 1, and identified as having been purchased in 2005 therein, to the
Security Agreement Supplement delivered on the Closing Date (the "Closing Date
Equipment") have received payment in full of the cost thereof.

(t) No Defaults; Absence of Material Adverse Change; etc.

| |  | (i) No Default or Event of Default shall have occurred and then be continuing or
would result from the execution and delivery of the Loan Documents.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (ii) No change in the financial condition of (x) any of the Parent Guarantor,
the Borrower or any of their respective Subsidiaries or (y) any Lessee, which
would materially and adversely affect the Borrower's ability to perform their
obligations under the Loan Documents.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (iii) The Equipment is in good working order and no Event of Loss has occurred
with respect to any item of Equipment.
| |  | ---------------------------------------------------------------------------------------------------------------------

| |  | (iv) The Borrower is a Subsidiary of the Parent Guarantor, 100% of whose Voting
Stock shall be owned directly or indirectly by the Parent Guarantor.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

(u) Title. The Borrower has good title to the Collateral described in the
Security Agreement and the Security Agreement Supplement delivered on the
Closing Date, free and clear of all Liens other than Permitted Liens.

(v) Eligible Leases. The Agent, on behalf of the Lender, shall have
received the original counterpart of each Lease specified in the Security
Agreement Supplement delivered on the Closing Date that constitutes "chattel
paper".

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

(x) Equipment. The Agent and each Lender shall be satisfied with the
nature of the Equipment, and such Equipment shall on average (calculated on the
basis of (i) number of units and (ii) Net Present Value) not be older than six
years (from day of delivery thereof by the respective manufacturer
thereof).

(y) 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 the Closing 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 such Credit Loans.

Section 5.
Substitution in Connection with an Event of Loss. In connection with any
Casualty Item, the Borrower will have the right to pledge to the Agent, on
behalf of the Lenders, one or more items of Equipment (Substitute Equipment) in
substitution for a Casualty Item if:

| |  | (i) such Substitute Equipment (A) is Eligible Equipment, (B) has a Net Present
Value that is not less than the Net Present Value of the Casualty Item and (C)
is subject to the same Eligible Lease as the Casualty Item was subject; and
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (ii) such substitution is completed on or before the third Payment Date
following the date on which such Event of Loss occurred.
| |  | --------------------------------------------------------------------------------------------------------------------------------

Any substitution of Substitute Equipment for a Casualty Item pursuant to this
Section 5.1 will be effected by completion of the following items: (i) delivery
to the Agent by the Borrower of a supplement to the Security Agreement duly
subjecting such Replacement Equipment to the Lien of the Security Agreement; and
(ii) filing of an amendment to the UCC Financing Statements and the Statement of
Charge filed in Barbados in order to reflect the addition of such Substitute
Equipment as collateral. Upon the effectiveness of a substitution of Substitute
Equipment in accordance with this Section 5.1, the Borrower shall not be
required to make the prepayment in respect of the related Casualty Item as
provided in Section 2.7(b).

Section 6.
Affirmative Covenants. So long as any amounts are owing with respect to
the Notes or otherwise pursuant to this Agreement:

6.1 Punctual
Payment. The Borrower agrees to 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. The Parent Guarantor agrees to 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 Parent Guarantor 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. The Borrower or the Parent Guarantor:
(a) will 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 the Borrower at all times to identify the same by Lease and any
Lessee (the Monitoring System).

6.4 Financial
Statements, Certificates and Information. The Parent Guarantor will furnish
to each of the Lenders:

(a) (i) Within 180 days after the end of each
fiscal year of the Parent Guarantor, 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 and (ii) within 180 days after
the end of each fiscal year of the Borrower, consolidated balance sheets of the
Borrower and its consolidated Subsidiaries, as at the end of such fiscal year,
and consolidated statements of income, cash flows and retained earnings of the
Borrower 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, except for the lack of footnotes thereto, and
certified by the principal financial or principal accounting officer of the
Borrower;

(b) 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 the
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 and the Borrower's financial forecast for the five fiscal years
following such fiscal year (the first forecast subject to this clause (c) being
that for the 2006 fiscal year), including its income, balance sheet and 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
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 the Borrower by an
Authorized Officer as to the 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 the Borrower or the Parent Guarantor by their accountants in
connection with any annual or interim audit of the books of the Borrower or the
Parent Guarantor made by such accountants;

(f) Promptly upon their becoming available,
copies of such other financial statements and reports, if any, as the Borrower
and/or the Parent Guarantor may be required to 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 the Borrower and/or the Parent
Guarantor gives or is required to give notice to the PBGC of any "Reportable
Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might
constitute grounds for a termination of such Plan under Title IV of ERISA, or
knows that any member of the Controlled Group or the plan administrator of any
Plan has given or is required to give notice of any such Reportable Event, a
copy of the notice of such Reportable Event given or required to be given to the
PBGC;

(h) 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

6.5 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.

6.6 Business and
Corporate Existence. The Parent Guarantor and the Borrower will 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.

6.7 Payment of
Taxes. The Parent Guarantor and the Borrower will 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 the 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 the 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.

6.8 Repayment of
Bridge Note. The Parent Guarantor and the Borrower will furnish to the Agent
evidence of repayment in full of the promissory note in the amount of
$332,200,000 dated as of November 30, 2005 given by the Borrower in favor of
Interpool Limited on or before December 31, 2005.

6.9
Insurance. (a) The Borrower will 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 the Borrower
and any applicable Lessee) at least equal to the replacement cost of such
Container, and (ii) insuring the 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 Borrower's expense, insurance with
respect to any or all of the foregoing risks if the Borrower shall fail to
obtain such coverage in the specified amounts, and (ii) additional insurance on
its own behalf with respect to any or all of the foregoing risks (or any other
risk). All insurance maintained by the Borrower for loss or damage of the
Equipment shall provide that losses, if any, shall be payable to Agent or its
designee as sole loss payee for its loss and the 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 the Borrower. The 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. The Borrower shall
cause to be provided to Agent, not less than fifteen (15) days prior to the
scheduled expiration or lapse of such insurance coverage, evidence satisfactory
to Agent of renewal or replacement coverage. Each insurer shall agree, by
endorsement upon the policy or policies issued by it or by independent
instrument furnished to Agent, that (i) it will give each additional insured and
the loss payee thirty (30) days' prior written notice of the effective date of
any material alteration, cancellation or non-renewal of such policy; (ii) the
interest of any named additional insurance or loss payee other than the Borrower
shall not be invalidated by any actions, inactions, breach of warranty or
conditions or negligence of the 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) The Parent Guarantor and the Borrower will
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 it is located and by companies engaged in the same or similar
businesses.

6.10 Inspection
of Properties and Books; Containers Monitoring System. (a) The Parent
Guarantor and the Borrower will 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, once per calendar year, 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
the Borrower's expense and more frequently than once a year), to (i) to the
extent permitted under the related Lease, visit, inspect and appraise the
Equipment and properties of the Borrower and the Parent Guarantor; (ii) examine
and make copies of and take abstracts from the books and records of the Borrower
and the Parent Guarantor, including Equipment purchase orders and purchase
agreements; (iii) obtain from the 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 the
Borrower and the Parent Guarantor with their appropriate officers, employees and
accountants. The 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) The Borrower will 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, once per
calendar year, 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 the Borrower's expense and more
frequently than once a year), 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.

6.11 Licenses
and Permits. The Borrower will cause all Equipment which, under applicable
Law, is required to be registered, to be properly registered in the name of the
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
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 the Borrower may
fulfill any of its obligations hereunder, the Borrower shall immediately take or
cause to be taken all steps reasonably necessary to obtain such authorization,
consent, approval, permit or license and furnish the Agent with evidence
thereof.

6.12 Notice of
Material Claims and Litigation. The Parent Guarantor and the Borrower will
promptly notify the Agent and each Lender of the commencement of any claims
(other than claims under a policy of insurance in amounts which, together with
any interest accrued thereon, do not exceed the face value of such policy),
actions, suits, proceedings or investigations of any kind pending or threatened
against the 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 the
Borrower considered individually, to carry on their respective businesses
substantially as now conducted, or which question the validity of this
Agreement, any Note or the Security Documents or any action taken or to be taken
pursuant hereto or thereto.

6.13 Further
Assurances. The Parent Guarantor and the Borrower will 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.

6.14 Pension
Plans. The Parent Guarantor and the Borrower will:

(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.

6.15 Use of
Proceeds. The Borrower will cause the proceeds of the Credit Loans to be
used only for general corporate purposes of the Borrower in the ordinary course
of business and the refinancing of the Equipment.

6.16 Notice of
Default. Promptly, upon becoming aware thereof, the Borrower will 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 the 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 the
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.

6.17 Servicing
Agreement. The Borrower will enter into the Servicing Agreement, and will
ensure it comes into effect, no later than December 31, 2005.

6.18
Distributions by Interpool Containers Funding II, SRL. The Borrower, the
Parent Guarantor and Interpool Limited will ensure that Interpool Containers
Funding II, SRL makes equity distributions to the Borrower, to the Parent
Guarantor or to any other Subsidiary of the Parent Guarantor including Interpool
Limited only by way of payment to the Borrower into the account the subject of
the Account Control Agreement.

6.19 Sale of
Assets by Interpool Container Funding II, SRL. If Interpool Container
Funding II, SRL sells or is to sell more than 25% of the sum of (i) the
Aggregate Finance Lease Value (as defined in the credit agreement referred to in
the Servicing Agreement) and (ii) the Aggregate Net Book Value (as defined in
the credit agreement referred to in the Servicing Agreement), then the Borrower
shall first reduce the Aggregate Note Principal Balance to an amount no greater
than 80% of the Aggregate Net Present Value (from such date the Borrowing Base
shall be the lower of the Borrowing Base specified in Schedule 5 and
80%).

Section 7.
Negative Covenants. So long as any amounts are owing with respect to the
Notes or otherwise pursuant to this Agreement:

7.1 Liens.
The Borrower will not 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. The Parent Guarantor will not, 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. The Parent Guarantor will not, 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. The Parent Guarantor will not, 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,
the 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. (a) The Borrower shall not make or declare any
Distributions (i) to Interpool Limited after December 31, 2005 if and so long as
any amounts remain outstanding on account of the Tranche B Loans, or (ii) to the
Parent Guarantor or any other Person so long as any amounts remain outstanding
on account of the Tranche B Loans.

(b) Interpool Limited shall not make or declare
any Distributions to Parent Guarantor after December 31, 2005 if and so long as
any amounts remain outstanding on account of the Tranche B Loans.

(c) The Parent Guarantor shall not make any
Distributions or make tender offers to its shareholders with the proceeds of any
Credit Loans.

7.7 Merger,
Consolidation or Sale of Assets, Etc. The Parent Guarantor will
not:

(a) Become a party to any merger or
consolidation, or take any action looking to the dissolution or liquidation of
the Parent Guarantor or the Borrower other than, so long as no Default or Event
of Default shall have occurred and be continuing, (A) the merger or
consolidation of the Borrower into the Parent Guarantor or Interpool Limited, 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; and
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

7.8 ERISA. The Parent Guarantor will not 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. The Parent Guarantor will not 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. Neither the Parent Guarantor nor the
Borrower will 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.

7.11
Dispositions of Collateral. The Borrower will not sell, transfer,
exchange or otherwise dispose of any of the Collateral, except :

| |  | (i) following
release thereof in accordance with Section 2.7(g) hereof; and
| |  | ---------------------------------------------------------------------------

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

7.12 Stock
Dispositions. The Parent Guarantor and Interpool Limited will not assign,
transfer or otherwise create any Lien upon any of their respective interests in
the Borrower. The Borrower will not assign, transfer or otherwise create any
Lien upon any of its interests in Interpool Container Funding II,
SRL.

7.13
Subordination of Other Indebtedness. The Borrower shall not incur
Indebtedness to Interpool Limited, the Parent Guarantor or any Subsidiary of the
Parent Guarantor that is not fully subordinated to the Borrower's obligations to
the Agent and the Lenders under the Loan Documents.

7.14 Servicing
Agreement. If the Servicing Agreement is terminated, the Borrower shall,
within 30 days of such termination, reduce the Aggregate Note Principal Balance
to an amount no greater than 80% of the Aggregate Net Present Value (from such
date the Borrowing Base shall be the lower of the Borrowing Base specified in
Schedule 5 and 80%).

Section 8.
Events of Default. The occurrence and continuation of any of the
following events shall be
Events of Default (or, if the giving of notice or lapse of time or both is required, then prior to such notice
and/or lapse of time, the occurrence of such events shall be Defaults):

(a) if the Borrower shall default in the payment
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) (i) if the 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 or clause (ii) hereof) when the same
shall become due and payable, and such condition shall continue unremedied for
ten Business Days or (ii) if the Borrower or the Parent Guarantor shall default
in the payment of any fee or expense when the same shall become due and payable,
and such condition shall continue unremedied for ten Business Days after notice,
unless the subject fee or expense is the subject of a good faith dispute;
or

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

(d) if the Parent Guarantor or the Borrower shall
default in the performance of or compliance with any term contained in Sections
6.1 through 6.15 which could reasonably be expected to materially adversely
affect the Agent or the Lenders 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 the 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 which could reasonably be expected to materially adversely affect
the Agent or the Lenders, and such default shall not have been remedied within
30 days after notice thereof shall have been sent to the Borrower by the Agent;
or

(f) if any representation or warranty made by the
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 which could reasonably be
expected to materially adversely affect the Agent or the Lenders, 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

| |  |  |  | (1) Subject to
clause (2) below, if the Borrower or the Parent Guarantor 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 the Borrower or the Parent
Guarantor (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 with 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 Borrower
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 the Borrower or the Parent Guarantor shall
(i) fail to pay its debts generally as the same shall become due, or (ii) apply
for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee, liquidator or similar official of itself or of all
or a substantial part of its property, (iii) be generally not paying its debts
as such debts become due, (iv) make a general assignment for the benefit of its
creditors, (v) commence a voluntary case under the Federal Bankruptcy Code (as
now or hereafter in effect), (vi) take any action or commence any case or
proceeding under any law relating to bankruptcy, insolvency, reorganization,
winding-up or composition or adjustment of debts, or any other law providing for
the relief of debtors, (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 the Borrower or the Parent Guarantor in
any court of competent jurisdiction, seeking (i) the liquidation,
reorganization, dissolution, winding up, or composition or readjustment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any substantial part of its assets, or (iii) similar
relief in respect of it, under any law relating to bankruptcy, insolvency,
reorganization, winding-up or composition or adjustment of debts or any other
law providing for the relief of debtors, 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 the Borrower or the Parent Guarantor, or if action
under the laws of the jurisdiction of incorporation or organization of the
Borrower or the Parent Guarantor similar to any of the foregoing shall be taken
with respect to the Borrower or the Parent Guarantor 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 the Borrower or the Parent Guarantor by any
court, or if a warrant of attachment or execution or similar process shall be
issued or levied against property of the Borrower or the Parent Guarantor, 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 the Borrower or 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 the 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 the Borrower of any member of the Controlled
Group to contribute additional amounts to such Plan or Plans; or if the PBGC
shall institute proceedings under Title IV of ERISA to terminate or to cause a
trustee to be appointed to administer any such, Plan or Plans or a proceeding
shall be instituted by a fiduciary of any such Plan or Plans against the Parent
Guarantor and such proceedings shall not have been dismissed within thirty (30)
days thereafter; or if a condition shall exist by reason of which the PBGC would
be entitled to obtain a decree adjudicating that any such Plan or Plans must be
terminated; or

(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 the Borrower,
if the Parent Guarantor shall for any reason cease to own directly or indirectly
at least 51% of the issued and outstanding voting stock of the Borrower or
otherwise cease to have a controlling influence over the composition of the
board of directors of the Borrower or otherwise over the management or policies
of the Borrower; or

(n) the primary business of the Parent Guarantor
or the Borrower is no longer the business of ownership, leasing and/or
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 the Borrower or other formalities, all of which are hereby
expressly waived by the Borrower.

(b) Upon the occurrence of an Event of Default
which is not of a kind described in Sections 8(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 the 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), the
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, as well as any
agency fees due to it;
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| |  |  | fifth, in or towards payment to the
Lenders holding Tranche A Loans, pari passu and ratably without
preference or priority of one over another, of the principal amount of the
Tranche A Notes in the proportions that the amount of such principal then owing
to each of them bears to the then aggregate principal balance of the Tranche A
Notes;
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | sixth, in or towards payment to the
Lenders holding Tranche B Loans, pari passu and ratably without
preference or priority of one over another, of the principal amount of the
Tranche B Notes in the proportions that the amount of such principal then owing
to each of them bears to the then aggregate principal balance of the Tranche B
Notes; and
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | seventh, 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 the Borrower and the Parent Guarantor by the Agent as
agent of each of the Lenders, if so instructed, without the necessity of joining
any or all of them as parties in the enforcement proceedings.

(h) All of the amounts to be paid to the Agent by
the Borrower pursuant to Section 9(c) and all interest and other amounts accrued
thereon, shall be held as cash security in 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 the Borrower and without prejudice to any other right or
remedy which the Agent might have from time to time or at any time or times
while an Event of Default exists, without restrictions, to debit all or any of
the 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 the Borrower and, accordingly, except as expressly provided in the Security
Agreement, the Borrower shall not 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 the
Borrower, invest from time to time any amounts on deposit in the Collateral
Account relating to the Borrower in certificates of deposit of prime commercial
banks (having a maturity of fewer than 30 days). Upon the request of the
Borrower, such amounts may be invested in other securities issued by any
commercial bank acceptable to Majority Lenders in the ordinary course of its
business; provided that all actions shall have been taken, and all such
documents in form and substance reasonably satisfactory to the Agent, including
an opinion of counsel, shall have been delivered to the Agent as it, in its sole
discretion, shall deem reasonably necessary or advisable in order to assure the
Agent that it, on behalf of the Lenders, shall have a duly perfected,
first-priority lien, charge and security interest in and to such securities and
the proceeds thereof.

Section 10.
Notice and Waivers of Default.

10.1 Notice of
Default. If any Lender shall give any notice or take any other action in
respect of a claimed Default (whether or not constituting an Event of Default)
under this Agreement, the Borrower shall forthwith give written notice thereof
to the Agent 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 Borrower in writing of any
waiver granted hereunder. Any Default or Event of Default so waived shall be
deemed to have been cured and to be not continuing, and upon such waiver each of
the Borrower, and each of the Lenders shall be restored to their respective
positions prior to the existence of the Default or Event of Default, whether or
not acceleration of the maturity of the Notes shall have occurred pursuant to
Section 9. No such waiver shall extend to or affect any subsequent or other
Default or Event of Default or impair any rights consequent thereon.
Notwithstanding anything in this Section 10 to the contrary, the Lenders shall
not be in any way obligated or required to grant any waiver and the decision to
grant any waiver shall be in the sole discretion of the Lenders.

Section 11.       Set Off.  In addition to, and not in limitation of, any rights granted by applicable law, and
regardless of the adequacy of any collateral, during the continuance of an Event
of Default, any deposits or other sums credited by or due from any Lender to the
Parent Guarantor or the Borrower may, without notice to the Parent Guarantor or
the Borrower (which is hereby expressly waived), be set off against any and all
liabilities, direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter rising, of the Parent Guarantor or the Borrower to
such Lender. Each Lender agrees with the other Lenders that if an amount to be
set off is to be applied to any Indebtedness of the Parent Guarantor or the
Borrower to any such Lender, whether Indebtedness evidenced by any of the Notes
or due under this Agreement or otherwise arising, such amount shall be applied
ratably to all such indebtedness (except to the extent not permitted by the
terms of any agreement or instrument evidencing the same). Each Lender further
agrees with the other Lenders that if such Lender shall both (a) receive from
either the Parent Guarantor or the Borrower or from any other source whatsoever,
whether by voluntary payment, exercise of the right of set-off, counterclaim,
cross action, or enforcement of any claim evidenced by the Notes, this Agreement
or any other Loan Document, or by proof thereof in bankruptcy, reorganization,
liquidation, receivership or similar proceedings, or otherwise, and (b) retain
and apply to the payment of the amounts owing with respect to the Notes or of
any amounts due to any such Lender under this Agreement or any other Loan
Document any amount which is in excess of its ratable portion of the payments
received by all of the Lenders, then such Lender shall make such disposition and
arrangements with the other Lenders with respect to such excess, either by way
of distribution until the amount of such excess has been exhausted, assignment
of claims, subrogation or otherwise, as shall result in each such Lender
receiving in respect of its Notes and the amounts due any such Lender under this
Agreement or any other Loan Document its ratable share of all such
payments.

Section 12.       Buy-Out Rights.  At any time during the continuance of an Event of Default, any holder of a
Tranche B Note may, by written notice to the Agent and the holders of the
Tranche A Notes, elect to purchase all, but not less than all, Tranche A Notes
then outstanding on the date specified in such written notice (which shall
neither be fewer than three (3) nor more than ten (10) Business Days after the
date of such notice from such holder of a Tranche B Note), which notice, in
order to be effective, shall state that it is irrevocable. Each holder of a
Tranche A Note agrees to such purchase rights and that by its acceptance thereof
that it will, upon payment to it in the manner provided for in Section 2.12 from
such holder of a Tranche B Note of an amount equal to the aggregate unpaid
principal amount of all Tranche A Notes then held by such holder, together with
accrued and unpaid interest thereon to the date of payment and Funding Losses,
if any, for such holder and all other sums then due and payable to such holder
hereunder, under its Tranche A Notes and under the other Loan Documents,
forthwith sell, assign, transfer and convey to the purchaser thereof (without
recourse, representation or warranty of any kind except for its own acts or
omissions), all of the right, title and interest of such holder in and to all
Tranche A Notes held by such holder and the purchaser shall assume all of such
holder's obligations under the Loan Documents as a holder of Tranche A Notes
arising from and after the time of such sale. If the purchaser shall so request,
such holder of a Tranche A Note will comply with all the provisions of Section
17(b) to enable new Tranche A Notes to be issued to the purchaser in such
denominations as it shall request. All charges and expenses in connection with
the issuance of any such new Tranche A Notes shall be borne by the purchaser
thereof. In the event that more than one Tranche B Note holder shall elect to
purchase the Tranche A Notes pursuant to this Section 12, then each holder of a
Tranche B Note shall be entitled to purchase from each holder of a Tranche A
Note its pro rata share of such Tranche A Notes so held, which pro
rata share shall be in the same proportion (as nearly as practicable) as the
original principal amount of the Tranche B Notes held by such holder of Tranche
B Notes bears to the aggregate original principal amount of all holders of
Tranche B Notes which shall have made such election; provided that no
purchase of Tranche A Notes pursuant to this Section 12 shall occur unless all
Tranche A Notes are so purchased.

Section 13.
[Intentionally Omitted]

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 the Borrower or
any officer thereof contained in this Agreement or any other Loan Document, or
by any party in any certificate, report, statement or other document referred to
or provided for in, or received by the Agent under or in connection with, this
Agreement or any other Loan Document, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of the Borrower, the Parent Guarantor or Interpool
Limited to perform its obligations hereunder or thereunder. The Agent shall not
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained or conditions of,
this Agreement or any Loan Document or to inspect the properties, books or
records of the Borrower. The Agent shall not be required to initiate or conduct
any litigation or collection proceedings hereunder, and shall not be responsible
for any action taken or omitted to be taken by it hereunder or under any other
document or instrument referred to or provided for herein or in connection
herewith, except for its own gross negligence or willful misconduct. The Agent
shall not be deemed to have fiduciary obligation to any of the
Lenders.

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 the Borrower and/or
Parent Guarantor to the extent such counsel so comments in writing), independent
accountants and other experts selected by the Agent. The Agent may deem and
treat the named payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Agent. The Agent shall be fully justified in failing or refusing
to take action under this Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Majority Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Majority
Lenders (or such other percentage of the Lenders as required by the provisions
of this Agreement), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all Lenders and all future holders of the
Notes.

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 the 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 the Borrower or
the Parent Guarantor shall be deemed to constitute any representation or
warranty by the Agent to any Lender. Each Lender represents to the Agent that it
has, independently and without reliance upon the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property,
financial and other condition and credit-worthiness of the Borrower and the
Parent Guarantor and made its own decision to make its Credit Loans hereunder
and enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon the Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking, or directing, any action under this Agreement or any other Loan
Document, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
credit-worthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, financial and other condition or credit-worthiness of the Borrower and
the Parent Guarantor 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 the Borrower and without
limiting the obligation of the 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 the
Borrower hereunder, or otherwise or incur any expense as a consequence of the
failure of any Lender to make available to the Agent any Credit Loan which the
Lenders have become obliged to make hereunder. If such a failure should occur
and the Agent shall nevertheless have advanced money of its own or incur expense
in order to make up the full amount of any such Credit Loan, it shall be deemed
to have done so at the request of any Lender, which is in default, unless such
Lender shall have previously notified the Agent that it should not make such an
advance or incur such an expense to make good such failure, and in the absence
of such prior notice, such Lender shall be obliged to pay to the Agent on demand
the amount expended by the Agent out of its own funds plus any costs incurred by
the Agent to carry such funds while such Lender is in default to the Agent
hereunder, all of which shall constitute a loan by the Agent to such Lender
which shall bear interest from the date of the advance by the Agent at 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 the
Borrower, as the intended recipient thereof, if the Borrower repays the Agent
the amount made available to it, the Borrower shall be subrogated to the Agent's
right to recover such amount from any Lender which failed to make such required
payment.

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 the
Borrower, and any Affiliates of the 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 the Borrower for services in
connection with this Agreement or otherwise without having to account for the
same to the Lenders. With respect to its Credit Loans made or renewed by it, and
any Note issued to it, the Agent shall have the same rights and powers under
this Agreement as any Lender and may exercise the same as though it were not the
Agent, and the terms "Lender" and "Lenders" shall include the Agent in its
individual capacity.

14.10 Successor
Agent. The Agent may voluntarily resign as Agent upon thirty (30) days'
notice to the Lenders and the Borrower, or shall resign upon the written request
of the Majority Lenders, with such written request also being provided to the
Borrower. If the Agent shall resign as Agent under this Agreement, then the
Majority Lenders shall appoint from among the Lenders a successor agent which
successor agent, whereupon such successor agent shall succeed to the rights,
powers and duties of the resigning Agent, and the term "Agent" shall mean such
successor agent effective upon its appointment, and the former Agent's rights,
powers and duties as Agent shall be terminated, without any other or further act
or deed on the part of such former Agent or any of the parties to this
Agreement, or any holders of the Notes. If a successor Agent is not appointed
before the end of such thirty (30) day notice period, the resigning Agent shall
continue to serve as Agent hereunder for a limited period of time beyond such
thirty (30) day notice period; provided that the Borrower 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 Borrower agrees to pay: (a) the cost of producing and
reproducing this Agreement and other instruments mentioned herein; (b) the
reasonable fees, expenses and disbursements of the Agent and its counsel (as
well as any outside counsel for the Lenders) incurred in connection with the
preparation 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 the
Borrower and/or the Parent Guarantor or the administration thereof after the
occurrence and during the continuance of a Default or Event of Default, and (ii)
in connection with any workout, amendment or waiver requested by the Borrower,
the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute
(other than one between two or more Lenders and other than one in which the
Borrower commences proceedings against the Lenders or any Lender and prevails
therein), whether arising hereunder or otherwise, in any way related to the
Agent's or any Lender's relationship with the Borrower hereunder. The amount of
all such expenses shall, until paid, bear interest at the rate applicable to
principal hereunder (including any Default Rate) and be an obligation secured by
any collateral. After the occurrence and during the continuance of an Event of
Default, the Borrower shall pay the costs of any field audit examinations that
the Agent in its discretion may conduct. The Borrower further agrees to
indemnify and hold harmless the Indemnified Parties from and against any and all
damages, losses, settlement payments, obligations, liabilities, claims, actions
or causes of action, and reasonable costs and expenses incurred, suffered,
sustained or required to be paid by an Indemnified Party by reason of or
resulting from 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, the 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 the 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 Borrower set forth in Section 2 of this
Agreement shall survive the payment of amounts due under this Agreement or the
Notes. All statements of fact relating to the Borrower contained in any
certificate or other paper delivered to the Agent or to any Lender at any time
after the date hereof by or on behalf of the Borrower pursuant hereto or in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrower and the Parent Guarantor
hereunder.

Section 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 the 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 Borrower, (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 or a Prohibited Institution
(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 Borrower 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. The Borrower shall upon request of the Assignee and delivery of the
assigning Lender's Note execute new Notes in appropriate denominations 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 of each Tranche owing to each Assignee from time to time (the
Register). The entries in the Register shall be conclusive in the absence
of manifest error, and the Borrower, each Lender, and any Assignees may treat
each person whose name is recorded in the Register as an Assignee for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower, the Parent Guarantor, the Lenders, and any Assignee, at any
reasonable time upon reasonable prior notice.

(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 the Borrower and the Agent: (i) two valid, duly completed copies of
United States Internal Revenue Service (IRS) Form W-8BEN or W-8ECI or
successor applicable form, as the case may be, certifying in each case that such
Assignee is entitled to receive payments made under this Agreement and the Notes
without deduction or withholding of any United States federal income taxes, and
(ii) a valid, duly completed IRS Form W-8BEN or W-8ECI or successor applicable
form, as the case may be, to establish an exemption from United States backup
withholding tax. Each Assignee which delivers to the Agent a Form W-8BEN or
W-8ECI pursuant to the preceding sentence further undertakes to deliver to the
Borrower and the Agent two copies of the Form W-8BEN or W-8ECI, or successor
applicable forms, or other manner of certification, as the case may be, on or
before the date that any such form expires or becomes obsolete or otherwise is
required to be resubmitted as a condition to obtaining an exemption from
withholding tax or after the occurrence of any event requiring a change in the
most recent form previously delivered by it to the Borrower and the Agent, and
such extensions or renewals thereof as may reasonably be requested by the
Borrower or the Agent, certifying in the case of a Form W-8BEN or W-8ECI that
such Assignee is entitled to receive payments made under this Agreement and the
Notes without deduction or withholding of any United States federal income
taxes, unless any change in treaty, law or regulation or official interpretation
thereof has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Assignee from duly completing and delivering any such letter or
form with respect to it and such Assignee advises the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax, and in the case of a Form W-8BEN or W-8ECI,
establishing an exemption from United States backup withholding tax.

(e) Each Lender may sell to one or more Persons,
so long as such Person is not a Competitor or a Prohibited Institution (each, a
Participant) a participation of such Lender's interests, rights and
obligations under this Agreement and the other Loan Documents (including all or
a portion of the Credit Loan(s)), provided that: (i) such Lender shall
remain solely responsible for the performance of its obligations under this
Agreement, (ii) such Participant shall be entitled to the benefit of the cost
protection provisions in Section 2 and, if the identity of such Participant is
disclosed to the Borrower, the right to set off contained in Section 11; and
(iii) the Borrower, the Agent and the Lenders shall continue to deal solely and
directly with such selling Lender in connection with its rights and obligations
under this Agreement. All amounts payable by the Borrower hereunder shall be
determined as if that Lender had not sold such participation (i.e., the Borrower
shall not 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 the Borrower, such Lender shall provide to 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 Borrower, require the Borrower to (i) register or qualify the Credit Loans,
the Notes or any assignments thereof or participation therein under the
Securities Act of 1933, as amended, or the Blue Sky law of any state or (ii)
indemnify any assignee or participant against (or protect, defend of keep any
such Person harmless from) any indemnification or cost protection claim pursuant
to the provisions of Section 2.8, 2.9, 2.16, 2.17 or 15 in excess of the amount
that would have been payable by the Borrower had the assignment or
participation, as the case may be, not occurred.

(g) The Borrower shall not 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) the Borrower or any Affiliates of the Borrower or (ii) any
particular bank identified to the Lenders by the Borrower if such bank maintains
the 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 Containers Limited, at:
Interpool Containers 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., at:
211 College Road East
Princeton, New Jersey 08540
Attention: Chief Financial Officer
Telephone: (609) 452-8900
Facsimile: (609) 452-8211
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | If to Interpool Limited, at:
211 College Road East
Princeton, New Jersey 08540
Attention: Chief Financial Officer
Telephone: (609) 452-8900
Facsimile: (609) 452-8211
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | 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
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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 Borrower. The
invalidity or unenforceability of any one or more phrases, clauses or sections
of this Agreement shall not affect the validity or enforceability of the
remaining portions of it. The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof. This
Agreement and any amendment hereof may be executed in several counterparts and
by each party on a separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
instrument. In proving this Agreement it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.

Section 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 the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Lenders and the Borrower, and such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given. Notwithstanding the foregoing, no amendment, waiver or consent
shall, without the prior written consent of each Lender affected thereby, do any
of the following: (i) waive any of the conditions specified in 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", "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 2.7(g) and 7.12 hereof;
(ix) release the Borrower, the Parent Guarantor or Interpool Limited 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 BORROWER, THE PARENT GUARANTOR AND INTERPOOL LIMITED
AGREE THAT NONE OF THEM NOR ANY ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY
TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON,
OR ARISING OUT OF, THIS AGREEMENT, ANY LOAN DOCUMENT, ANY COLLATERAL OR THE
DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM, OR (B) SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY
DISCUSSED BY THE AGENT, THE LENDERS, THE BORROWER, THE PARENT GUARANTOR AND
INTERPOOL LIMITED, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NONE
OF THE AGENT, ANY LENDER, THE BORROWER, THE PARENT GUARANTOR OR INTERPOOL
LIMITED 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. THE BORROWER, THE PARENT GUARANTOR AND INTERPOOL LIMITED HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

(a)      SUBMIT FOR
THEMSELVES AND THEIR PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
SITUATED IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(b)      CONSENT THAT ANY
SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS, AND WAIVE ANY OBJECTION
THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT FORUM AND AGREE NOT TO PLEAD OR CLAIM THE SAME;

(c)      WAIVE PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON EACH OF THEM AND AGREE THAT ALL SUCH SERVICE
OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY
THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF
MAIL), POSTAGE PREPAID, TO THE BORROWER, THE PARENT GUARANTOR OR INTERPOOL
LIMITED 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 BORROWER'S, THE
PARENT GUARANTOR'S AND INTERPOOL LIMITED'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 BORROWER, THE PARENT
GUARANTOR OR INTERPOOL LIMITED OR THEIR PROPERTY IN THE COURTS OF OTHER
JURISDICTIONS;

(f)      THE BORROWER AND
INTERPOOL LIMITED APPOINT AND DESIGNATE INTERPOOL, INC., HAVING AN ADDRESS AT
633 3RD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK 10017, THEIR TRUE AND LAWFUL
ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING
SERVICING OF LEGAL PROCESS AND THE BORROWER AND INTERPOOL LIMITED AGREE THAT
SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH
PROCESS ON THE BORROWER OR INTERPOOL LIMITED, AS THE CASE MAY BE.

Section 24.      Acknowledgments. The
Borrower, the Parent Guarantor and Interpool Limited 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 the Borrower, the Parent
Guarantor and/or Interpool Limited arising out of or in connection with this
Agreement or any of the other documents, and the relationship between the
Lenders, the Borrower, the Parent Guarantor and Interpool Limited in connection
herewith or therewith is solely that of debtor and creditor; and

(c)      no joint venture
is created hereby or by any other documents or otherwise exists by virtue of the
transactions contemplated hereby between the Borrower, the Parent Guarantor,
Interpool Limited 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.

| | BORROWER
INTERPOOL CONTAINERS LIMITED
By:
Name:
Title:PARENT GUARANTOR
INTERPOOL, INC.
By:
Name:
Title:INTERPOOL LIMITED
INTERPOOL LIMITED
By:
Name:
Title:AGENT
DVB BANK N.V.,
as Agent
By:
Name:
Title:
By:
Name:
Title:LENDERS
DVB 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 5239NIBC BANK N.V.
By:
Name:
Title:
By:
Name:
Title:
Carnegieplein 4
2517 KJ Den Haag
The Netherlands
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------