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

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 Definitions

1.2 Rules of Interpretation

SECTION 2. THE CREDIT LOANS

2.1 The Credit Loans

2.2 The Notes

2.3 Principal Payments on the Notes

2.4 Interest on the Credit Loans

2.5 Available Commitments

2.6 Fees

2.7 Prepayments

2.8 Illegality or Impossibility

2.9 Additional Costs and Expenses; Reserve Charge; Capital Requirements

2.10 The Agent's or Lender's Certificates

2.11 Pro Rata Treatment

2.12 Receipt and Disbursement of Funds

2.13 Form and Terms of Payment

2.14 Obligations

2.15 Replacement of an Affected Lender

2.16 Funding Losses

2.17 Payments Free and Clear of Taxes

2.18 Term-Out Option

SECTION 3. REPRESENTATIONS AND WARRANTIES

3.1 Corporate Existence and Good Standing, Etc

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

3.3 Title to Properties

3.4 Financial Statements

3.5 No Material Changes, Etc

3.6 Litigation

3.7 No Materially Adverse Contracts, Etc

3.8 Compliance with Other Instruments, Laws, Etc

3.9 Tax Status

3.10 Compliance with ERISA

3.11 No Default

3.12 Patents, Copyrights, Permits, Trademarks, Licenses and Leases

3.13 Use of Proceeds

3.14 Capitalization

3.15 Holding Company and Investment Company Acts

3.16 Disclosure

3.17 Title to Lease and Equipment; Monitoring System

3.18 Borrowing for Own Benefit

SECTION 4. CONDITIONS TO CLOSING

SECTION 5. SUBSTITUTION IN CONNECTION WITH AN EVENT OF LOSS

SECTION 6. AFFIRMATIVE COVENANTS

6.1 Punctual Payment

6.2 Location of Office

6.3 Records and Accounts; Collateral Tracking System

6.4 Financial Statements, Certificates and Information

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

6.7 Payment of Taxes

6.8 Repayment of Bridge Note

6.9 Insurance

6.10 Inspection of Properties and Books; Containers Monitoring System

6.11 Licenses and Permits

6.12 Notice of Material Claims and Litigation

6.13 Further Assurances

6.14 Pension Plans

6.15 Use of Proceeds

6.16 Notice of Default

6.17 Servicing Agreement

6.18 Distributions by Interpool Containers Funding II, SRL

6.19 Sale of Assets by Interpool Container Funding II, SRL

SECTION 7. NEGATIVE COVENANTS

7.1 Liens

7.2 Maximum Funded Debt to Tangible Net Worth

7.3 Minimum Tangible Net Worth

7.4 Fixed Charge Coverage Ratio

7.5 Additional Financial Covenants

7.6 Distributions

7.7 Merger, Consolidation or Sale of Assets, Etc

7.8 ERISA

7.9 Public Utility Holding Company

7.10 Transactions with Affiliates

7.11 Dispositions of Collateral

7.12 Stock Dispositions

7.13 Subordination of Other Indebtedness

7.14 Servicing Agreement

SECTION 8. EVENTS OF DEFAULT

SECTION 9. REMEDIES

SECTION 10. NOTICE AND WAIVERS OF DEFAULT

10.1 Notice of Default

10.2 Waivers of Default

SECTION 11. SET OFF

SECTION 12. BUY-OUT RIGHTS

SECTION 13. [INTENTIONALLY OMITTED]

SECTION 14. THE AGENT

14.1 Appointment

14.2 Delegation of Duties

14.3 Exculpatory Provisions

14.4 Reliance by Agent

14.5 Notice of Default

14.6 Non-Reliance on Agent and Other Lenders

14.7 Indemnification

14.8 Failure to Act

14.9 The Agent in Its Individual Capacity

14.10 Successor Agent

14.11 Exercise of Remedies Under Security Documents

14.12 Standard of Care

14.13 Dealing with the Lenders

14.14 Duties Not to be Increased

SECTION 15. EXPENSES AND INDEMNITIES

SECTION 16. SURVIVAL OF COVENANTS, ETC

SECTION 17. PARTIES IN INTEREST; SUCCESSORS AND ASSIGNS

SECTION 18. NOTICES, ETC

SECTION 19. MISCELLANEOUS

SECTION 20. ENTIRE AGREEMENT, ETC

SECTION 21. CONSENTS, AMENDMENTS, WAIVERS, ETC

SECTION 22. WAIVER OF JURY TRIAL

SECTION 23. SUBMISSION TO JURISDICTION; WAIVERS

SECTION 24. ACKNOWLEDGMENTS

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 xxxx 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) Xxxxxxxx Xxxxxxx, 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, Xxxxxxx & 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 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, 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) Xxxxxx Xxxxxxx, presently acting as the Chief Executive Officer of the Parent Guarantor, (B) Xxxxx X. Xxxxxxxxx and (C) Xxxxxx Xxxxxxxxx, 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
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

(b)

If to Interpool, Inc., at:

000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

(c)

If to Interpool Limited, at:

000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

(d)

If to the Agent, at:

DVB Bank X.X.
Xxxxxxxx 0
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attention: Aad Xxxxxxxx / Xxxxxxx van xx Xxxx
Telephone: x00 00 000 000 000
Facsimile: x00 00 000 0000

(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 000 0XX XXXXXX, 00XX XXXXX, XXX XXXX, XXX XXXX 00000, 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 X.X.
Xxxxxxxx 0
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attention: Aad Xxxxxxxx /
Xxxxxxx van xx Xxxx
Telephone: x00 00 000 000 000
Facsimile: x00 00 000 0000

ING BANK N.V.

By:
Name:
Title:

By:
Name:
Title:

ING Bank N.V.
Corporate Banking Services Amsterdam
HE 03.03
X.X. Xxx 0000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attention: Xxxxxx Xxxxxx / Iris Roerdinkholder
Fax: x00 00 000 0000

NIBC BANK N.V.

By:
Name:
Title:

By:
Name:
Title:

Xxxxxxxxxxxxx 0
0000 XX Xxx Xxxx
Xxx Xxxxxxxxxxx

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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

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