Exhibit 10.50

ELEVENTH AMENDMENT TO THIRD AMENDED AND
RESTATED SENIOR LOAN AND SECURITY AGREEMENT

This Eleventh Amendment to Third Amended and Restated Senior Loan and Security
Agreement (Eleventh Amendment) entered into as of the 25th day of
February, 2004 by and among Interpool, Inc. (Interpool), Interpool
Limited (Limited), Interpool Finance Corp. (Finance) and
Trac Lease, Inc. (TracLease), each with an address at 211 College
Road East, Princeton, New Jersey 08540 (each a Borrower and
collectively Borrowers), PNC Bank, National Association, a national
banking corporation, in its capacity as agent, syndication agent and as lender
(PNC, Agent or Syndication Agent), and Fleet
National Bank (successor by merger to Bank Boston, N.A.), a national banking
corporation, in its capacity as documentation agent and as lender
(Fleet or Documentation Agent), along with each of the
other lenders listed on the signature pages hereof, in their capacity as lenders
(each individually, including PNC and Fleet in their capacity as lenders, is a
Lender and collectively, they are referred to as
Lenders).

BACKGROUND

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

B. On October 31, 2003, Borrowers and Lenders entered into the Ninth Amendment
to the Loan Agreement ("Ninth Amendment") whereby Lenders made amendments to the
Loan Agreement to address the Delayed Financial Statements (as defined in the
Ninth Amendment) and certain other amendments to the Loan Agreement.

C. On January 9, 2004, Borrowers and Lenders entered into the Tenth Amendment to
the Loan Agreement ("Tenth Amendment") whereby Lenders made certain amendments
to the Loan Agreement and Ninth Amendment.

D. Borrowers have requested that certain amendments and modifications be made to
the Loan Agreement (including the Ninth and Tenth Amendments) and Agent, Lenders
and Borrowers desire to so modify and make additional amendments.

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

1. Amendments.

(a) Notwithstanding anything to the contrary
contained in Section 6.2(f) of the Loan Agreement (as amended by the Ninth and
Tenth Amendments), Interpool shall be permitted to file its form 10-Q for the
periods ended March 31, 2003, June 30, 2003, September 30, 2003, March 31, 2004,
June 30, 2004 and September 30, 2004 and its form 10-K for the period ending
December 31, 2003 with the Securities and Exchange Commission no later than the
following corresponding dates:

`Report                        Filing Date
                -------------------------------------  ------------------
                 March 31, 2003              10-Q      February 29, 2004
                 June 30, 2003               10-Q      April 15, 2004
                 September 30, 2003          10-Q      May 31, 2004
                 December 31, 2003           10-K      August 31, 2004
                 March 31, 2004              10-Q      December 31, 2004
                 June 30, 2004               10-Q      December 31, 2004
                 September 30, 2004          10-Q      December 31, 2004`

(b) Notwithstanding anything to the contrary contained in Section 6.11(a)(i) of
the Loan Agreement (as amended by the Ninth and Tenth Amendments), Interpool and
its Consolidated Subsidiaries, shall be permitted to deliver to Agent and each
Lender, the Financial Statements for the fiscal year ended December 31, 2003 no
later than the earlier of (A) August 31, 2004 and (B) the earliest date any such
Financial Statements are required to be delivered by another of Borrowers'
lenders or providers of any other credit accommodation under any loan document,
indenture or other material agreement whether for containers, chassis or
otherwise, (including after giving effect to extensions granted after the date
hereof);

(c) Notwithstanding anything to the contrary contained in Section 6.11(a)(iii)
of the Loan Agreement (as amended by the Ninth and Tenth Amendments), Interpool
and the Consolidated Subsidiaries shall be permitted to deliver to the Agent and
each Lender the unaudited quarterly Financial Statements to be included in
Interpool's Form 10-Q for the following fiscal quarters by the corresponding
date:

`Quarterly Report                 Delivery Date
        -----------------------            -----------------------------
        March 31, 2003                     February 29, 2004
        June 30, 2003                      April 15, 2004
        September 30, 2003                 May 31, 2004
        March 31, 2004                     No Later than December 31, 2004
        June 30, 2004                      No Later than December 31, 2004
        September 30, 2004                 No Later than December 31, 2004`

provided, however; that notwithstanding
the foregoing, in each instance, such delivery dates shall be no later than the
earlier of the dates set forth above or the earliest date such Financial
Statements are required to be delivered by another of Borrowers lenders or
providers of any other credit accommodation under any loan document, indenture
or other material agreement whether for containers, chassis or otherwise,
(including after giving effect to extensions granted after the date
hereof);

(d) Section 8.1 (o) of the Loan Agreement (as set forth in the Ninth Amendment)
is hereby amended as follows:

| | (o) Notwithstanding anything to the contrary contained herein, if
upon the occurrence of a "Revolving Period Termination Event", an "Amortization
Event" and/or a "Series 2003-CP Amortization Event", which is not waived prior
to the next scheduled Payment Date, as defined in the Amended and Restated
Indenture dated as of September 1, 2002 as amended from time to time, including
by the Series 2003-CP Supplement dated as of May 1, 2003 by and among Intermodal
Chassis Issuance, LLC, as Issuer, Interpool, Inc., as Servicer, Wachovia
Securities, Inc., as VFCC Deal Agent and as Administrative Agent and JP Morgan
Chase Bank, as ICI Indenture Trustee (as amended from time to time the "CP
Supplement"), or if any payment is otherwise made as a result of any Revolving
Period Termination Event, Amortization Event and/or Series 2003-CP Amortization
Event, then an Event of Default shall be deemed to have occurred hereunder.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e) Notwithstanding anything to the contrary contained in the Loan Agreement, as
amended by the Third Amendment to the Loan Agreement dated as of July 20, 2000,
the Maximum Credit Limit, shall permanently reduce as set forth in Schedule A
attached hereto. As of the date corresponding to each reduction in the Maximum
Credit Limit, Borrowers shall pay to Agent, on behalf of Lenders, an amount
equal to the difference between the then outstanding balance of the Credit
Facility and the then applicable Maximum Credit Limit. On or before the Credit
Facility Maturity Date, Borrowers shall indefeasibly repay in full all of the
Obligations.

(f) Notwithstanding anything to the contrary
contained in Section 5(a) of the Ninth Amendment, Borrowers shall maintain at
all times unrestricted cash and unrestricted Cash Equivalents (as defined in the
Ninth Amendment) (collectively referred to herein as "Minimum Cash Balance") in
an aggregate amount in excess of $60,000,000 and at least $67,500,000 as of the
last Business Day of each month; provided, however, that at such time as the
Borrowers enter into (i.e. close and fund) the currently anticipated financing
transaction in an amount of not less than $55,000,000 ("Anticipated Finance
Transaction"), the Minimum Cash Balance shall be reduced to an aggregate amount
in excess of $60,000,000. In addition and notwithstanding the foregoing, (i)
upon each reduction in the Maximum Credit Limit described in Section 1(e) above,
through August 31, 2004, the applicable Minimum Cash Balance shall, as and when
Borrowers make each such payment as may be necessary to achieve compliance with
Section 1(e) above, reduce dollar for dollar by the amount of such reductions of
the Maximum Credit Limit until the Minimum Cash Balance reaches $50,000,000, and
(ii) as of September 1, 2004, the Minimum Cash Balance shall further reduce, as
and when Borrowers make each additional payment as may be necessary to achieve
compliance with Section 1(e) above, on a dollar for dollar basis by the amount
of such reductions of the Maximum Credit Limit through the Credit Facility
Maturity Date. The requirement to maintain a Minimum Cash Balance shall be
eliminated immediately upon Interpool filing all of the Delayed Financial
Statements with the Securities and Exchange Commission. Notwithstanding anything
to the contrary contained herein, monies advanced under the Anticipated Finance
Transaction shall be applied immediately upon receipt to payment of the
Equipment Payables (as hereinafter defined).

(g) Notwithstanding anything to the contrary contained in Section 5(g) of the
Ninth Amendment, as amended by the Tenth Amendment, Borrowers, Agent and Lenders
acknowledge that the refinancing of the debt owed to UBS AG ("UBS") as lender
under that certain Master Credit Agreement among UBS, Interpool, Ltd. as
borrower and Interpool, Inc. as guarantor dated as of October 15, 1998 ("UBS
Credit Facility"), by the Anticipated Finance Transaction shall not constitute a
Lender Concession, solely to the extent of such refinancing by the Anticipated
Finance Transaction, provided, however, that any fees and expenses associated
therewith shall be included as Lender Concessions. Moreover, Borrowers, Agent
and Lenders acknowledge that the payments by Borrowers to Agent on behalf of
Lenders and to any other party in conjunction with, or as a direct result of,
the reduction in the Maximum Credit Limit shall not constitute a Lender
Concession.

(h) Notwithstanding the limitations on Lender Concessions contained in the Ninth
Amendment as amended by the Tenth Amendment, Section 1(f) of the Tenth Amendment
is modified such that the permitted Lender Concessions amount is hereby
increased by $1,000,000 to $16,000,000 (plus $1,000,000 per month commencing
April 1, 2004 which may be used for Lender Concessions); provided, however, that
$5,000,000 of the aforementioned increase is subject to the condition subsequent
that Interpool's form 10-Q for the period ended June 30, 2003 is filed in
accordance with the time period set forth above, and provided further, that if
the UBS Credit Facility is refinanced (in whole or in part) prior to the filing
of Interpool's form 10-Q for the period ended June 30, 2003 with the proceeds of
the Anticipated Finance Transaction, the Lender Concessions amount shall be
limited to $8,000,000.

(i) The following definitions found in Section 1
of the Loan Agreement shall be deemed, as of September 30, 2004, to be amended
and restated in their entirety as follows:

| | Direct Finance Lease - Any
Lease which is included as a direct finance lease in the Financial
Statements other than a Direct Finance Lease which (i) is subject to a Lien
other than a Permitted Lien, or the Lien of Lenders and/or Agent, (ii) has
payments owing there under that more than 120 days past due, (iii) the
Lessee under such Lease is the subject of any bankruptcy, reorganization,
liquidation, dissolution or receivership proceeding or case, or (iv) has been
restructured, rewritten or otherwise modified due to a Lessee who is unable to
meet its obligations under the Lease.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Eligible Leased Property-Any and all Leased Property, comprised of
intermodal dry cargo and specialized containers and intermodal container chassis
and trailers (unless otherwise agreed to in writing by Agent and the
SuperMajority Lenders) in the possession of a Lessee or located a depots
utilized by a Lessee and/or any Borrower other than Leased Property (i) which is
leased under a Direct Finance Lease, (ii) which is subject to Lien other than a
Permitted Lien or Lien of Lenders and/or Agent, (iii) which is lost, stolen or
destroyed, (iv) which is subject to a Lease that has payments owing there under
that are more than 120 days past due, (v) where the corresponding Lessee of the
corresponding Lease is the subject of any bankruptcy, reorganization,
liquidation, dissolution or receivership proceeding or case, or (vi) where the
corresponding Lease has been restructured, rewritten or otherwise modified due
to a Lessee who is unable to meet its obligations under the Lease. Eligible
Leased Property does not include raw materials, work-in-process, packaging
materials, supplies and other similar items.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(j) Section 6.1 of the Loan Agreement is hereby amended and restated in its
entirety as follows:

| | 6.1 Payment of Taxes, Claims and Other Amounts: Each Borrower shall pay,
before they become delinquent, unless otherwise stated below:
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (a) all taxes, assessments, fines, costs, penalties and governmental charges or
levies imposed upon it or upon such Borrower's Property,
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | (b) all claims or demands, which in the aggregate exceed $2,000,000, of
materialmen, mechanics, carriers, warehousemen, landlords and other Persons
entitled to the benefit of statutory or common law Liens, which if unpaid, would
result in the imposition of a Lien on any Borrower or any of its Properties; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) all amounts owing by Borrowers to equipment manufacturers and/or equipment
vendors ("Equipment Payables") that are hereafter incurred, within thirty (30)
days from the due date thereof and such Equipment Payables shall not be
evidenced by a promissory note or converted to extended terms (except in
conjunction with any future long term financing with a maturity date of not less
than three (3) years from the closing date of such financing) payable by
Borrowers to such equipment manufacturers and/or equipment vendors;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | provided, however, that such Borrower shall not be required to pay
any such account payable, tax, assessment, charge, levy, claim or demand if, the
amount, applicability or validity thereof shall at the time be contested in good
faith and by appropriate proceedings by such Borrower, and if such Borrower
shall have set aside on its books adequate reserves in respect thereof, in
accordance with GAAP; provided further that in the case of
Equipment Payables, aggregate availability under the Borrowing Base shall be
determined assuming payment of all Equipment Payables within thirty (30) days of
the due date thereof; which deferment of payment is permissible, but if any Lien
other than a Permitted Lien, has been entered or such Borrowers title to,
and its right to use, the Collateral are adversely affected thereby, such
Collateral shall immediately cease to be included in the Borrowing Base.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2. Delayed Financial Statements. Notwithstanding anything to the contrary
contained in the Loan Agreement as previously amended by the Eighth, Ninth and
Tenth Amendments, the term "Delayed Financial Statements" shall include, without
limitation, the Financial Statements filed by Interpool included in the form
10-K delivered to the SEC on January 9, 2004 for the fiscal year ended December
31, 2002 and the Financial Statements to be included in Interpool's form 10-K
and/or 10-Q reports to be delivered to the SEC for the following periods:

| | March 31, 2003
June 30, 2003
September 30, 2003
December 31, 2003
March 31, 2004
June 30, 2004
September 30, 2004
| | -----------------------------------------------------------------------------------------------------------------

3. Amendment Fees and Expenses. In consideration for the accommodations
and amendments made herein, Borrowers shall pay to each Lender approving this
Eleventh Amendment on or before February 26, 2004 an "Amendment Fee" equal to a
total of ten (10) basis points (consisting of five (5) basis points for approval
of the extension of time for delivery and filing of the Delayed Financial
Statements and five (5) basis points for approval of the amendment to 8.1(o) of
the Loan Agreement) of each approving Lender's Pro Rata Share under the Credit
Facility. In furtherance of Borrowers continuing obligation to pay the Expenses
of Agent and Lenders, Borrowers shall promptly pay all reasonable Expenses
(including without limitation attorneys' fees) incurred by, Agent and Lenders
through the date hereof.

4. Representations and Warranties. Borrowers represent and warrant to
Lenders:

(a) By execution of this Eleventh Amendment, Borrowers reconfirm all warranties
and representations made to Lenders under the Loan Agreement and Loan Documents
and restate such warranties and representations as of the date hereof, other
than with respect to Section 5.11(e) of the Loan Agreement as it relates solely
to the Delayed Financial Statements and Section 5.3 of the Loan Agreement as it
relates solely to the judgments, judicial or administrative orders, proceedings
or investigations pending or threatened against any Borrower, as set forth on
Schedule 4(a) attached to the Tenth Amendment. All such warranties and
representations shall be deemed continuing until all of the Obligations owing to
Agent and Lenders are paid and satisfied in full.

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

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

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

(e) Immediately prior to and after giving effect to this Eleventh Amendment and
the execution of similar waivers and amendments by other lenders, with respect
to each Borrower (i) the fair value of its assets is greater than the amount of
its liabilities (including disputed, contingent and unliquidated liabilities) as
such value is established and liabilities evaluated, (ii) the present fair
saleable value of its assets is not less than the amount that will be required
to pay the probable liability on its debts as they become absolute and matured,
(iii) it is able to realize upon its assets and pay its debts and other
liabilities (including disputed, contingent and unliquidated liabilities) as
they mature in the normal course of business, (iv) it does not intend to, and
does not believe that it will, incur debts or liabilities beyond its ability to
pay as such debts and liabilities mature, and (v) it is not engaged in business
or a transaction, and is not about to engage in business or a transaction, for
which its property would constitute unreasonably small capital.

(f) As of the date hereof, the Equipment Payables are in the amount of
$52,095,000.

5. No Waiver. Except as otherwise provided herein, this Eleventh
Amendment and any assignment or other instrument does not and shall not be
deemed to constitute a waiver by Agent or Lenders of any Event of Default under
the Loan Documents, including without limitation, the Notes, or the Loan
Agreement, of any event which with the passage of time or the giving of notice
or both would constitute an Event of Default, nor does it obligate Agent, or
Lenders to agree to any further modifications of the terms of any of the Loan
Documents or constitute a waiver of any other rights or remedies of Agent or
Lenders. 6. Collateral. Borrowers covenant, confirm and agree that as security
for the repayment of the Obligations, and any extensions, renewals,
replacements, restructurings, or modifications thereof, Lenders have, and shall
continue to have, a continuing first perfected lien on and security interest in
all of the Collateral. Borrowers acknowledge and agree that nothing herein
contained in any way impairs Lenders' rights or priority in such security.

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

(a) Execution and delivery by Borrowers to Lenders of this Eleventh Amendment;

(b) Delivery to Agent and Lenders evidence, in form and substance satisfactory
to Agent, that all waivers and/or amendments relating to the CP Supplement have
been obtained; and

(c) Certificate of Senior Officer certifying that Borrowers have received all
necessary waivers of any defaults or unmatured events of default under all other
credit facilities and/or financing arrangements among Borrowers, or any of them,
and any of their creditors and/or lenders.

8. Ratification of Loan Documents. Except as expressly set forth herein,
all of the terms and conditions of the Loan Documents are hereby ratified and
confirmed and continue unchanged and in full force and effect. Each Borrower
acknowledges by its signature below, that this Eleventh Amendment shall not
alter, release, discharge or otherwise affect any of its obligations under any
Loan Document.

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

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

11. Release. As further consideration for the agreement of Lenders and
Agent to grant the accommodations set forth herein, each Borrower acknowledges
and agrees that: (a) no Borrower has any claim or cause of action against the
Agent or any Lender (or any of its respective directors, officers, employees or
agent); (b) no Borrower has any offset right, counterclaim or defense of any
kind against any of their respective obligations, indebtedness or liabilities to
the Agent or any Lender; and (c) each of the Agent and the Lenders has
heretofore properly performed and satisfied in a timely manner all of its
obligations to each Borrower. The Borrowers wish to eliminate any possibility
that any past conditions, acts, omissions, events, circumstances or matters
would impair or otherwise adversely affect any of the Agent's and the Lenders'
rights, interests, contracts, collateral security or remedies. Therefore, each
Borrower unconditionally releases, waives and forever discharges (i) any and all
liabilities, obligations, duties, promises or indebtedness of any kind of the
Agent or any Lender to any Borrower, except the obligations to be performed by
the Agent or any Lender on or after the date hereof as expressly stated in this
Eleventh Amendment, the Loan Agreement and the other Loan Documents, and (ii)
all claims, offsets, causes of action, suits or defenses of any kind whatsoever
(if any), whether arising at law or in equity, whether known or unknown, which
any Borrower might otherwise have against the Agent, any Lender or any of its
directors, officers, employees or agent, in either case (i) or (ii), on account
of any past or presently existing condition, act, omission, event, contract,
liability, obligation, indebtedness, claim, cause of action, defense,
circumstance or matter of any kind.

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

ACKNOWLEDGED AND AGREED TO AND INTENDING TO BE LEGALLY BOUND as of the day and year first
above written.

|BORROWERS: | INTERPOOL, INC.
By:/s/ James F.  Walsh
     James F.  Walsh
|---------- | -----------------------------------------------------------

| | INTERPOOL LIMITED
By:/s/ Richard W.  Gross
     Richard W.  Gross, EVP
| | ----------------------------------------------------------------------

| | TRAC LEASE, INC.
By:/s/ William Geoghan
     William Geoghan, VP
| | ----------------------------------------------------------------

| | INTERPOOL FINANCE CORP.
By:/s/ William A.  Geoghan
     William A.  Geoghan, SVP
| | --------------------------------------------------------------------------------

|LENDERS | PNC BANK, NATIONAL ASSOCIATION, as
Agent, Syndication Agent and Lender
By:
|------- | --------------------------------------------------------------------------

| | FLEET NATIONAL BANK, as Documentation
Agent and Lender
By:
| | ----------------------------------------------------------

| | WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender
By:
| | --------------------------------------------------

| | JPMORGAN CHASE BANK, as Lender
By:
| | ----------------------------------

| | CREDIT LYONNAIS AMERICAS, as Lender
By:
| | ---------------------------------------

| | CREDIT LYONNAIS AMERICAS, as Lender
By:
| | ---------------------------------------

| | UNION BANK OF CALIFORNIA, N.A., as Lender
By:
| | ---------------------------------------------

| | LASALLE BANK NATIONAL ASSOCIATION, as Lender
By:
| | ------------------------------------------------

| | NATIONAL CITY BANK, as Lender
By:
| | ---------------------------------

| | HSH NORDBANK AG, NEW YORK BRANCH,
as Lender
By:
| | -----------------------------------------------

Schedule A

`Date of Reduction of
        Maximum Credit Limit                Maximum Credit Limit
   ---------------------------------   --------------------------------
     March 15, 2004                            $190,000,000
     April 1, 2004                             $186,500,000
     May 1, 2004                               $183,000,000
     June 1, 2004                              $179,500,000
     July 1, 2004                              $176,000,000
     August 1, 2004                            $172,000,000
     September 1, 2004                         $168,500,000
     October 1, 2004                           $165,000,000
     November 1, 2004                          $161,500,000
     December 1, 2004                          $158,000,000
     January 1, 2005                           $154,500,000
     February 1, 2005                          $151,000,000
     March 1, 2005                             $147,500,000
     April 1, 2005                             $144,000,000
     May 1, 2005                               $140,500,000
     June 1, 2005                              $137,000,000
     July 1, 2005                              $133,500,000
     July 31, 2005                             $0`