FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENTS

FOURTH AMENDMENT dated as of January 30, 2006 to the REGISTRATION RIGHTS
AGREEMENTS dated as of September 14, 2004 and November 29, 2004, by and among
INTERPOOL, INC., a Delaware corporation (the Company), and the
investors signatory hereto (each a Holder and, collectively, the
Holders).

W I T N E S S E T H :

WHEREAS, the Company, the Holders and certain other investors party thereto (the
Holders, together with such other investors, being referred to collectively as
the Original Investors) entered into a Securities Purchase Agreement
dated as of September 14, 2004 (the September Purchase Agreement)
and/or an Agreement dated as of November 29, 2004 (the November Purchase
Agreement), pursuant to which the Company issued to the Original Investors
the Companys 6% Senior Notes Due 2014 (the Notes);

WHEREAS, the Company and certain of the Original Investors entered into a
Registration Rights Agreement dated as of September 14, 2004 (the
September Registration Rights Agreement) and/or a Registration
Rights Agreement dated as of November 29, 2004 (the November Registration
Rights Agreement), pursuant to which the Company agreed to use its
commercially reasonable efforts to register the Notes under the Securities Act
of 1933 for the benefit of the Original Investors; and

WHEREAS, the Company and certain of the Original Investors entered into an
Amendment dated as of April 26, 2005 (the First Amendment), a Second
Amendment dated as of June 29, 2005 (the Second Amendment) and a
Third Amendment dated as of October 28, 2005 (the Third Amendment)
to the September Registration Rights Agreement and the November Registration
Rights Agreement, pursuant to which the Company and such Original Investors
agreed to amend the September Registration Rights Agreement and the November
Registration Rights Agreement (such agreements, as so amended, being referred to
collectively as the Registration Rights Agreements) as set forth
therein;

WHEREAS, the Company and the Holders, who constitute the holders of a majority
of the Registrable Securities (as defined in the September
Registration Rights Agreement and in the November Registration Rights
Agreement), now desire to further amend the Registration Rights Agreements as
hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, it is agreed as follows (it being understood that the agreement below
of Goldman, Sachs & Co. applies solely to the September Registration Rights
Agreement as Goldman, Sachs & Co. was not a party to the November
Registration Rights Agreement):

SECTION 1.  AMENDMENT TO REGISTRATION RIGHTS AGREEMENTS.
Effective as of the date hereof, each of the Registration Rights Agreements is
hereby amended as follows:

| | (a)  by deleting the references to January 6, 2006 in the
second sentence of Section 2(a), and in Section 3(c)(i) (such references having
previously been changed from July 1, 2005 to January 6, 2006 pursuant to the
previous amendments), and inserting, in lieu of each such reference, March
6, 2006 and
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| | (b)  by deleting clause (ii) of the first sentence of Section 2(d) and
inserting, in lieu of such clause, the following: (ii) such Exchange
Registration Statement or Shelf Registration Statement has not become effective
or been declared effective by the Commission on or prior to April 1, 2006;
or.
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SECTION 2.  EFFECT ON REGISTRATION RIGHTS AGREEMENTS.

| | (a)  On and after the date hereof, each reference in the Registration Rights
Agreements to this Agreement, herein,
hereof, hereunder or words of similar import, shall mean
and be a reference to such Registration Rights Agreement as amended hereby.
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| | (b)  Except as specifically amended above in connection herewith, each
Registration Rights Agreement shall remain in full force and effect and is
hereby ratified and confirmed.
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| | (c)  The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Original Investors or the Holders under the Registration
Rights Agreements or any document executed in connection therewith.
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SECTION 3.  GOVERNING LAW. THIS AMENDMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.

SECTION 4.  COUNTERPARTS. This Amendment may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement.

IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.

| | INTERPOOL, INC.
By:   
         Name:
         Title:
GREYWOLF CAPITAL PARTNERS II LP
By:   
         Name:
         Title:
GREYWOLF CAPITAL OVERSEAS FUND
By:   
         Name:
         Title:
GREYWOLF HIGH YIELD MASTER FUND
By:   
         Name:
         Title:
CASPIAN CAPITAL PARTNERS, LP
By:   MARINER INVESTMENT GROUP, INC.,
         as Investment Advisor
By:   
         Name:
         Title:
MARINER LDC
By:   MARINER INVESTMENT GROUP, INC.,
         as Investment Advisor
By:   
         Name:
         Title:
MARINER OPPORTUNITIES FUND, LP
By:   MARINER INVESTMENT GROUP, INC.,
         as Investment Advisor
By:   
         Name:
         Title:
MARINER VOYAGER MASTER FUND, LTD
By:   MARINER INVESTMENT GROUP, INC.,
         as Investment Advisor
By:   
         Name:
         Title:
RIVA RIDGE MASTER FUND, LTD.
By:   RIVA RIDGE CAPITAL MANAGEMENT
         LP, As Investment Manager
By:   RIVA RIDGE GP LLC, GP to the
         Investment Manager
By:   
         Name:
         Title:
MARINER LDC
By:   RIVA RIDGE CAPITAL MANAGEMENT
         LP, As Investment Manager
By:   
         Name:
         Title:
GOLDMAN, SACHS & CO.
By:   
         Name:
         Title:
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