INTERPOOL INC
EXHIBIT 10.45
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>interpool-ex1045_122203.htm
<DESCRIPTION>EXHIBIT 10.45
<TEXT>
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<TITLE>Exhibit 10.45</TITLE>
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<P ALIGN=RIGHT><FONT SIZE=3><B>Exhibit 10.45</B></FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>NINTH AMENDMENT TO THIRD AMENDED AND<BR>
<U>RESTATED SENIOR LOAN AND SECURITY AGREEMENT</U></B></FONT></P>

<P><FONT  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Ninth Amendment to Third Amended and Restated Senior Loan and Security
Agreement ("Ninth Amendment") entered into as of the 31st day of October, 2003
by and among Interpool, Inc. ("Interpool"), Interpool Limited ("Limited"),
Interpool Finance Corp. ("Finance") and Trac Lease, Inc. ("TracLease"), each
with an address at 211 College Road East, Princeton, New Jersey 08540 (each a
"Borrower" and collectively "Borrowers"), PNC Bank, National Association, a
national banking corporation, in its capacity as agent, syndication agent and as
lender ("PNC", "Agent" or "Syndication Agent"), and Fleet National Bank
(successor by merger to Bank Boston, N.A.), a national banking corporation, in
its capacity as documentation agent and as lender ("Fleet" or "Documentation
Agent"), along with each of the other lenders listed on the signature pages
hereof, in their capacity as lenders (each individually, including PNC and Fleet
in their capacity as lenders, is a "Lender" and collectively, they are referred
to as "Lenders"). </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B><U>BACKGROUND</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On or about December 19, 1997, Borrowers,
certain Lenders and certain other banking institutions entered into the Third
Amended and Restated Senior Loan and Security Agreement (as has been and may be
further amended, supplemented or replaced from time to time, the "Loan
Agreement") pursuant to which such banking institutions agreed to make certain
advances to Borrowers under amended and restated terms and conditions. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Loan Agreement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers have informed Agent and Lenders that
Borrowers will not deliver their Financial Statements and certain reports by
October 31, 2003 as required by the Eighth Amendment to Third Amended and
Restated Senior Loan and Security Agreement. Borrowers have requested an
extension of time to comply with filing and/ or delivering certain reports and
Financial Statements for the fiscal years ended December 31, 2000, December 31,
2001 and December 31, 2002, and the fiscal quarters ended March 31, 2003, June
30, 2003 and September 30, 2003, and Agent and Lenders desire to make certain
other amendments to the Loan Agreement.</FONT></P>

<P><FONT  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NOW, THEREFORE, with the foregoing background incorporated by reference, the
parties hereto, intending to be legally bound hereby, agree as follows:
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendments to Loan Agreement</U>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 5.3 of the
Loan Agreement is hereby amended and restated in its entirety as
follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Pending Litigation:</U> There are no
judgments or judicial or administrative orders, proceedings or investigations
(civil or criminal) pending, or to the knowledge of any Borrower, threatened,
against any Borrower in any court or before any governmental authority or
arbitration board or tribunal which may materially and adversely affect the
business, financial condition, Property or prospects of such Borrower, or the
ability of any Borrower or Borrowers to perform under this Agreement, except
with respect to the inquiry being conducted by Morrison &amp; Foerster LLP and
the informal inquiry initiated by the Securities and Exchange Commission as such
inquiries relate to the Restatement, neither of which Borrowers reasonably
expect to have a material adverse effect on the business, financial condition,
Property or prospects of Borrowers, or the ability of any Borrower or Borrowers
to perform under this Agreement. No Borrower is in default with respect to any
order of any court, governmental authority, regulatory agency or arbitration
board or tribunal, the effect of which would materially and adversely affect the
business, financial condition, Property or prospects of such Borrower. To the
best of each Borrowers' knowledge, no executive officer of any Borrower has been
indicted or convicted in connection with or is engaging in any criminal conduct,
or is currently subject to any lawsuit, proceeding or under investigation in
connection with any racketeering or other related type of conduct or activity.
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 6.2(f) of the Loan Agreement is hereby
amended and restated in its entirety as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compliance with Laws</U> - Each Borrower
shall be in compliance with any and all laws, ordinances, governmental rules and
regulations, and court or administrative orders or decrees to which it is
subject, whether federal, state or local, (including without limitations
environmental or environmental-related laws, statutes, ordinances, rules,
regulations and notices) which violation may materially adversely affect its
business; <U>provided</U>, <U>however</U>, that notwithstanding the foregoing,
Interpool shall be permitted to file its form 10-K for the period ended December
31, 2002 and its form 10-Q for the periods ended March 31, 2003, June 30, 2003
and September 30, 2003 with the Securities and Exchange Commission no later than
the following corresponding dates:
</TD>
</TR>
</TABLE>
<BR>

<PRE>
<B>
                   Report                               Filing Date</B>
              December 31, 2002           10-K        January 9, 2004
              March 31, 2003              10-Q        January 31, 2004
              June 30, 2003               10-Q        February 29, 2004
              September 30, 2003          10-Q        March 31, 2004

</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=90%>Each Borrower shall also obtain and maintain any and all licenses,
permits, franchises or other governmental authorizations necessary to the
ownership of its Property or to the conduct of its business, which failure to
obtain may materially adversely affect the business, Property, financial
conditions or prospects of such Borrower.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 6.11(a)(i)
of the Loan Agreement is hereby amended and restated in its entirety as
follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;within one hundred (100) days after the end of
each fiscal year of Interpool and its Consolidated Subsidiaries, deliver to
Agent and each Lender, Financial Statements for such year including the balance
sheet as of the end of such fiscal year and a statement of cash flows and income
statement for such fiscal year, audited by an independent public accounting firm
of recognized standing, selected by Borrowers (and reasonably acceptable to
Agent) to have been prepared in accordance with GAAP, and such independent
public accountants shall also provide an unqualified opinion that the Financial
Statements present fairly the Borrowers financial condition. Such independent
accountants shall also provide a statement certifying that nothing has come to
their attention to cause them to believe that calculations contained in the
Officers Certificates referenced in Section 6.12 below are inaccurate.
Notwithstanding anything to the contrary contained herein, Interpool and its
Consolidated Subsidiaries, shall be permitted to deliver to Agent and each
Lender, the restated Financial Statements for the fiscal years ended December
31, 2000 and December 31, 2001 and the Financial Statements contained in
Interpool's Form 10-K for the fiscal year ended December 31, 2002 no later than
the earlier of (A) January 9, 2004 and (B) the earliest date any such Financial
Statements are required to be delivered by another of Borrowers'
lenders/creditors (including after giving effect to extensions granted after the
date hereof); provided, however, that clause (B) above shall not take into
account any lenders/creditors of the Borrowers holding indebtedness totaling, in
the aggregate, not more than the Excluded Amount that have failed to deliver
waivers. As used herein, Excluded Amount means (i) at any time between October
31, 2003 and November 21, 2003, $200,000,000 and (ii) at any time after November
21, 2003, $0.00.
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.11(a)(ii) of the Loan Agreement is hereby amended and restated in its
entirety as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;within sixty (60) days of the end of each
fiscal quarter, deliver to Agent, for Interpool and its Consolidated
Subsidiaries accounts receivable aging report, fleet utilization report and
Lessee concentration report, certified by an Authorized Officer of Interpool as
true and correct, all in form and substance reasonably satisfactory to Agent and
each Lender. Notwithstanding anything to the contrary contained herein,
Interpool and Consolidated Subsidiaries shall be permitted to deliver their
accounts receivable aging reports for the fiscal quarters ended December 31,
2002, March 31, 2003 and June 30, 2003 no later than November 14, 2003.
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.11(a)(iii) of the Loan Agreement is hereby amended and restated in its
entirety as follows:</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;within sixty (60) days after the end of each
of the first three fiscal quarters, deliver to Agent and each Lender, Interpool
and its Consolidated Subsidiaries' internally prepared quarterly Financial
Statements, including internally prepared balance sheet, income statement and
statement of cash flows. Notwithstanding anything to the contrary contained
herein, Interpool and the Consolidated Subsidiaries shall be permitted to
deliver to the Agent and each Lender the unaudited quarterly Financial
Statements to be included in Interpool's Form 10-Q for the following fiscal
quarters by the corresponding date:
</TD>
</TR>
</TABLE>
<BR>

<PRE>

<B>                  Quarterly Report                 Delivery Date</B>
                  March 31, 2003                   January 31, 2004
                  June 30, 2003                    February 29, 2004
                  September 30, 2003               March 31, 2004
</PRE>


<P><FONT SIZE=3>provided however; that notwithstanding the foregoing, in each
instance, such delivery dates shall be no later than the earlier of the dates
set forth above or the earliest date such Financial Statements are required to
be delivered by another of Borrowers' lenders/creditors (including after giving
effect to extensions granted after the date hereof); provided, however, that the
preceding proviso shall not take into account any lenders/creditors of the
Borrowers holding indebtedness totaling, in the aggregate, not more than the
Excluded Amount that have failed to deliver waivers. </FONT></P>

<P><FONT  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 8.1 (g)
of the Loan Agreement is hereby amended and restated as follows: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Agreements with Others</U> - (i) if any
Borrower(s) shall default beyond any grace period (and such defaults remain
outstanding) under any agreement(s) with any creditor(s) for borrowed money,
which singularly or in the aggregate (together with such other agreements with
any creditor for borrowed money) is in excess of $2,000,000 and (A) such default
consists of the failure to pay any principal, premium or interest with respect
to such indebtedness, including without limitation, Subordinated Debt or (B)
such default consists of the failure to perform any covenant or agreement with
respect to such indebtedness, including without limitation, Subordinated Debt if
the effect of such default is to cause such Borrower's obligations which are the
subject thereof to become due prior to its maturity date or prior to its
regularly scheduled date for payment or (ii) an Event of Default occurs pursuant
to Section 10.17 below; or </TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;g.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 8.1 of the
Loan Agreement is hereby amended to include as follows:</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything to the contrary
contained herein, the "Revolving Period Termination Event" described in Section
3(f) of the Second Omnibus Waiver Agreement (the "Chassis Waiver"), dated
October 31, 2003, by and among MBIA Insurance Corporation, a New York stock
insurance company, as Lease Enhancer (as defined in the Chassis Waiver), Lessor
Note Enhancer (as defined in the Chassis Waiver) and Series Enhancer (as defined
in the Chassis Waiver), JPMorgan Chase Bank, as ICF Indenture Trustee (as
defined in the Chassis Waiver), as Lessor Indenture Trustee (as defined in the
Chassis Waiver) under the ILFT-B Indenture (as defined in the Chassis Waiver)
and the ILFT-C Indenture (as defined in the Chassis Waiver) and ICI Indenture
Trustee (as defined in the Chassis Waiver), Interpool, Trac Lease, Interpool
Titling Trust, Interpool Chassis Funding, LLC, Interpool Lease Financing Trust
2002-B, a Delaware statutory trust, by Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as trustee under
the Trust Agreement (as defined in the Chassis Waiver), the ILFT-B Trust Company
(as defined in the Chassis Waiver), in its individual capacity, General Foods
Credit Corporation, Interpool Lease Financing Trust 2002-C, a Delaware statutory
trust, by Wilmington Trust Company, a Delaware banking, not in its individual
capacity but solely as trustee under the Trust Agreement (as defined in the
Chassis Waiver), the ILFT-C Trust Company (as defined in the Chassis Waiver), in
its individual capacity, The Fifth Third Leasing Company, Intermodal Chassis
Issuance, LLC, Wachovia Capital Markets, LLC (formerly-known-as Wachovia
Securities, Inc.), as Administrative Agent (as defined in the Chassis Waiver)
and as VFCC Deal Agent (as defined in the Chassis Waiver), Variable Funding
Capital Corporation, and Wachovia Bank, National Association, as Interest Rate
Hedge Counterparty (as defined in the Chassis Waiver) shall constitute an Event
of Default hereunder.
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Delivery of Financial Statements and Certain
Reports Not Deemed an Event of Default</U>. The delivery by Interpool and its
Consolidated Subsidiaries' to Agent and Lenders of the audited Financial
Statements referred to in Section 1(c) above and form 10-K for the fiscal year
ended December 31, 2002 and the unaudited Financial Statements and form 10-Q for
the fiscal quarters ended March 31, 2003, June 30, 2003 and September 30, 2003
no later than the dates set forth above in Sections 1(c) and 1(e) of this Ninth
Amendment (collectively, the "Delayed Financial Statements") shall not be deemed
to constitute an Event of Default or Unmatured Event of Default,
unless:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;after delivery of
the Delayed Financial Statements, Interpool fails to certify, or inaccurately
certifies, that, without qualification, there is no material adverse change in
the Delayed Financial Statements from the draft of Interpool's unaudited
quarterly Financial Statements contained in Interpool's October 20, 2003 lender
presentation, other than as a direct result of the Restatement; or</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;after review
of Interpool's Delayed Financial Statements and such reports (as described
above), Agent and Lenders determine that an Event of Default or Unmatured Event
of Default has occurred and is continuing pursuant to Sections 8.1 (c) or 8.1
(f) or any other provision of the Loan Agreement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Performance Pricing</U>. Notwithstanding
anything to the contrary contained herein or in the Loan Agreement, the parties
hereto acknowledge and confirm that the Funded Debt to Tangible Net Worth Ratio
shall be deemed to be greater than 3.5:1 for the purpose of determining the
pricing for the LIBOR Base Rate Option, the Base Rate Option and the Commitment
Fee until such time as Borrowers have complied with all of the reporting
requirements and covenants described herein and in the Loan Agreement (including
delivery of the Delayed Financial Statements), and so long as no Event of
Default or Unmatured Event of Default has occurred and is continuing under the
Loan Documents.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendment Fees</U>. In consideration for the
accommodations and amendments made herein, Borrowers shall pay to Agent for the
benefit of each Lender approving this Ninth Amendment on or before November 7,
2003 an "Amendment Fee" equal to 12.5 basis points of such approving Lender's
Pro Rata Share under the Credit Facility.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Additional Covenants</U>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall at
all times maintain unrestricted cash and unrestricted Cash Equivalents in an
aggregate amount in excess of $71,000,000 and at least $80,000,000 as of the
last Business Day of each month, until such time as the December 31, 2002 10-K
is filed with the Securities and Exchange Commission and thereafter, in an
amount in excess of $60,000,000 at all times and at least $67,500,000 as of the
last Business Day of each month, until receipt of all of the Delayed Financial
Statements. Until the Delayed Financial Statements are filed, Borrowers shall
submit weekly cash reports on Wednesday of each week commencing on November 12,
2003 identifying the amount of such unrestricted cash and/or Cash Equivalents
(such report to include without limitation the locations of such cash and/or
Cash Equivalent) as of the preceding Friday certified by the chief financial
officer or chief executive officer. For the purposes of this Ninth Amendment,
"Cash Equivalents" shall mean (a) securities with maturities of twelve months or
less from the date of acquisition issued or fully guaranteed or insured by the
United States government or agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of twelve months or less from the date
of acquisition and overnight bank deposits of any Lender or of any
commercial bank having capital and surplus in excess of $300,000,000, or
Yardville National Bank (so long as such investment does not exceed $2,000,000),
(c) repurchase obligations of any Lender or of any commercial bank satisfying
the requirements of clause (b) of this definition, having a term of not more
than seven days with respect to securities issued or fully guaranteed or insured
by the United States government, (d) commercial paper of a domestic issuer rated
at least A-1 or the equivalent thereof by Standard &amp; Poor's or P-1 or the
equivalent thereof by Moody's and in either case maturing within twelve months
or less after the day of acquisition, (e) securities with maturities of twelve
months or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or territory or
by an foreign government, the securities of which state, commonwealth,
territory, political subdivision, taxing authority or foreign government (as the
case may be) are rated at least A by Standard &amp; Poor's or A by Moody's, (f)
securities with maturities of twelve months or less from the date of acquisition
backed by standby letters of credit issued by any Lender or any commercial bank
satisfying the requirements of clause (b) of this definition or (g) shares of
money market mutual or similar funds which invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this
definition.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FTI Consulting,
Inc. shall provide a certification of the initial balances of unrestricted cash
and/or Cash Equivalents as well as the locations of such cash and/or Cash
Equivalents on or before November 12, 2003.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything to the contrary contained in the Loan Agreement, including without
limitation the disposition of Collateral permitted by Sections 6.16 and 2.7(d)
thereof, all Collateral securing the Obligations as of the date of this
Amendment shall continue to secure such Obligations. In furtherance of the
foregoing, Section 6.16 and Section 2.7(d) of the Loan Agreement are hereby
modified such that until written consent from the Agent and Majority Lenders,
Borrowers shall not be permitted to sell or otherwise dispose of any of such
Collateral (other than sales of Collateral in the ordinary course of business,
so long as the value of the Collateral shall not exceed $6,000,000 per year and
such proceeds shall be delivered to Agent to be applied to the Obligations)
unless (i) the Agent is provided with substitute Collateral of equivalent value
acceptable to the Agent and Lenders or (ii) such sale or disposition is on terms
satisfactory to Agent and Majority Lenders and all proceeds from any sale or
disposition are applied to reduce the Obligations on a dollar for dollar basis
AND the Maximum Credit Limit is permanently reduced on a dollar for dollar basis
by the amount of such proceeds.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall
file a form 8-K containing December 31, 2002 year end financial information with
Securities and Exchange Commission, including summary balance sheet, income
statement, cash flow statements and fleet utilization information, on or before
November 7, 2003.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall
provide evidence that the Agent's liens and security interests in the assets of
Finance have been properly recorded in the Bills of Sales Registry with the
Public Records Office for the Cayman Islands and Finance's internal registry of
charges, as required by the Loan Agreement on or before November 21, 2003.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall provide Borrowing Base
certificates on a monthly basis, as of the end of each calendar month, no later
than thirty (30) days following the end of each calendar month.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;g.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In conjunction
with the cash flow projection delivered to Agent and Lenders, Borrowers have
projected that no more than $8,000,000 in the aggregate, plus without
duplication, an additional $1,000,000 per month commencing April 1, 2004, shall
be used for "Lender Concessions" and Borrowers hereby agree not to exceed such
amount without Agent's and Majority Lenders' prior written consent. For purposes
hereof, "Lender Concessions" shall include, without limitation, with respect to
any loan, credit, lease or other financing agreement (collectively, "Credit
Documents") any and all monetary changes corresponding thereto, fees payable to
financial institutions in conjunction with amendments and waivers under any
Credit Documents, prepayments of amounts (whether principal and/or interest)
owing to any financial institutions in excess of scheduled payments, amounts
payable as a result of any changes in the amortization of any amounts owing to
any financial institutions, reductions in advance rates and modifications to
maturity dates relating to any Credit Documents, but shall not include the
"Revolving Period Termination Event" described in Section 3(f) of the Chassis
Waiver. In addition, Borrowers shall not encumber or permit to be encumbered any
assets that are not currently subject to alien or security interest, in an
amount in excess of $50,000,000, with respect to any indebtedness associated
with the Credit Documents.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;h.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall,
at all times until the delivery of all of the Delayed Financial Statements
continue to engage FTI Consulting or another financial advisor/consultant
reasonably satisfactory to Agent and Majority Lenders ("Financial Consultant")
to provide financial and business assistance to Borrowers. In addition,
Borrowers hereby authorize and direct the Financial Consultant to communicate
directly with the Agent and Lenders on an unrestricted basis and to promptly
furnish the Agent and Lenders, at the Borrowers' expense, with such information
or reports as the Agent and/or Lenders may request.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall
cooperate with Agent, Lenders and Evergreen Collateral Consulting, LLC
("Collateral Examiner") in conjunction with the Collateral review and
reconciliation currently being performed by Collateral Examiner. The Borrowers
shall continue to be obligated to pay all fees and expenses of the Collateral
Examiner in connection with the Agent and Lenders engagement of the Collateral
Examiner. The Collateral Examiner shall be entitled to, without limitation,
review daily receipts and clearing of payments with respect to the Leases and
Leased Property and reconcile all payments received on the Collateral to the
information provided on the contracts and schedules for the Leases and Leased
Property.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;j.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall
provide as of November 7, 2003, a complete and accurate listing of all
Collateral currently securing the Obligations along with an updated Borrowing
Base Certificate, including all supporting schedules and back up documentation.
Along with such Borrowing Base Certificate, Borrowers shall provide an
Assignment Agreement confirming that the security interests of Agent (for the
benefit of Lenders) continue to be first priority perfected security
interests.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;k.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall
provide as of November 14, 2003, a certified financial covenant compliance
certificate based on the internally prepared unaudited preliminary Financial
Statements that have been provided to Agent and Lenders as of such
date.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall
work diligently with Agent and Lenders to determine which such additional
financial reports and information shall be required under Section 6.11(a)(ii) of
the Loan Agreement, provided, however, that Borrowers, Agent and Lenders shall
come to such agreement on or before November 14, 2003 or it shall be an Event of
Default under the Loan Agreement. Each such financial report and information
that comes to be required under this Section 5(1) shall be in form and substance
acceptable to the Agent and Lenders.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;m.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers shall
pay as of November 7, 2003, all fees, costs and expenses incurred by Lenders,
including, but not limited to the Amendment Fee in connection with this Ninth
Amendment and all attorneys' and other professional fees.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representations and Warranties</U>. Borrowers
represents and warrants to Lenders:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;By execution of
this Ninth Amendment, Borrowers reconfirm all warranties and representations
made to Lenders under the Loan Agreement and Loan Documents and restates such
warranties and representations as of the date hereof, other than with respect to
section 5.11 (e) of the Loan Agreement as it relates solely to the Restatement.
All such warranties and representations shall be deemed continuing until all of
the Obligations owing to Agent and Lenders are paid and satisfied in
full.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The execution and
delivery by Borrowers of this Ninth Amendment and the performance by it of the
transactions herein contemplated (i) are and will be within its powers, (ii)
have been authorized by all necessary corporate action, and (iii) except for the
Restatement and the delayed filing, are not and will not be in contravention of
any order of court or other agency of government, of law or of any indenture,
agreement or undertaking to which such Borrower is a party or by which the
property of such Borrower is bound, or be in conflict with, result in a breach
of or constitute (with due notice and/or lapse of time) a default under any such
indenture, agreement or undertaking, or result in the imposition of any lien,
charge or encumbrance of any nature on any of the properties of such
Borrower.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each document and
agreement executed and delivered in connection herewith will be valid, binding
and enforceable in accordance with their respective terms.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After giving
effect to this Ninth Amendment and the execution of similar waivers and
amendments by the Borrowers' other lenders or debt-holders, no Default or Event
of Default is outstanding.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Waiver</U>. Except as otherwise provided
herein, this Ninth Amendment and any assignment or other instrument does not and
shall not be deemed to constitute a waiver by Agent or Lenders of any Event of
Default under the Loan Documents, including without limitation, the Notes, or
the Loan Agreement, of any event which with the passage of time or the giving of
notice or both would constitute an Event of Default, nor does it obligate Agent,
or Lenders to agree to any further modifications of the terms of any of the Loan
Documents or constitute a waiver of any other rights or remedies of Agent or
Lenders.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Collateral</U>. Borrowers covenant, confirm and
agree that as security for the repayment of the Obligations, and any extensions,
renewals, replacements, restructurings, or modifications thereof, Lenders have,
and shall continue to have, a continuing first perfected lien on and security
interest in all of the Collateral. Borrowers acknowledge and agree that nothing
herein contained in any way impairs Lenders' rights or priority in such
security.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Effectiveness Conditions</U>. This Ninth
Amendment shall be effective upon completion of the following conditions
precedent (all documents to be in form and substance satisfactory to Lenders,
Agent and Agent's counsel) (the "Effective Date"):</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Execution and
delivery by Borrowers to Lenders of this Ninth Amendment; and</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Evidence of
waivers of any defaults or unmatured events of default under all other credit
facilities and/or financing arrangements among Borrowers, or any of them, and
any of their creditors and/or lenders; provided however, that if Borrowers are
unable to obtain all such waivers by October 31, 2003, Borrowers shall have, at
a minimum, obtained waivers with respect to all such debt and liabilities (other
than debt not aggregating more than $200,000,000) by October 31, 2003 and
Borrowers shall receive the balance of such waivers on or before November 21,
2003.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Ratification of Loan Documents</U>. Except
as expressly set forth herein, all of the terms and conditions of the Loan
Documents are hereby ratified and confirmed and continue unchanged and in full
force and effect. Each Borrower acknowledges by its signature below, that this
Ninth Amendment shall not alter, release, discharge or otherwise affect any of
its obligations under any Loan Document.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing Law</U>. This Ninth Amendment
shall be governed by, construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Integration</U>. Except as expressly
provided herein, all terms and conditions of the Loan Documents remain in full
force and effect, unless such terms or conditions are no longer applicable by
their terms. To the extent the provisions of this Ninth Amendment are expressly
inconsistent with the provisions of the Loan Documents, the provisions of this
Ninth Amendment shall control.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Release</U>. As further consideration for
the agreement of Lenders and Agent to grant the accommodations set forth herein,
each Borrower acknowledges and agrees that: (a) no Borrower has any claim or
cause of action against the Agent or any Lender (or any of its respective
directors, officers, employees or agent); (b) no Borrower has any offset right,
counterclaim or defense of any kind against any of their respective obligations,
indebtedness or liabilities to the Agent or any Lender; and (c) each of the
Agent and the Lenders has heretofore properly performed and satisfied in a
timely manner all of its obligations to each Borrower. The Borrowers wish to
eliminate any possibility that any past conditions, acts, omissions, events,
circumstances or matters would impair or otherwise adversely affect any of the
Agent's and the Lenders' rights, interests, contracts, collateral security or
remedies. Therefore, each Borrower unconditionally releases, waives and forever
discharges (i) any and all liabilities, obligations, duties, promises or
indebtedness of any kind of the Agent or any Lender to any Borrower, except the
obligations to be performed by the Agent or any Lender on or after the date
hereof as expressly stated in this Ninth Amendment, the Loan Agreement and the
other Loan Documents, and (ii) all claims, offsets, causes of action, suits or
defenses of any kind whatsoever (if any), whether arising at law or in equity,
whether known or unknown, which any Borrower might otherwise have against the
Agent, any Lender or any of its directors, officers, employees or agent, in
either case (i) or (ii), on account of any past or presently existing condition,
act, omission, event, contract, liability, obligation, indebtedness, claim,
cause of action, defense, circumstance or matter of any kind.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts and Facsimile</U>. This Ninth
Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, and such counterparts together shall
constitute one and the same respective agreement. Signatures by facsimile shall
bind the parties hereto.</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be
executed and delivered as of the day and year first above written. </FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><B>BORROWERS:</B></TD>
<TD WIDTH=50%>INTERPOOL, INC.<BR>
<BR>
<BR>
By:______________________________________<BR>
<BR>
<BR>
INTERPOOL LIMITED<BR>
<BR>
<BR>
By:______________________________________<BR>
<BR>
<BR>
TRAC LEASE, INC.<BR>
<BR>
<BR>
By:______________________________________<BR>
<BR>
<BR>
INTERPOOL FINANCE CORP.<BR>
<BR>
<BR>
By:______________________________________</TD>
</TR>
</TABLE>
<BR>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><B>LENDERS:</B></TD>
<TD WIDTH=50%>PNC BANK, NATIONAL ASSOCIATION, as Agent, Syndication
Agent and Lender<BR>
<BR>
<BR>
By:_____________________________________________<BR>
<BR>
<BR>
FLEET NATIONAL BANK, as Documentation Agent and Lender<BR>
<BR>
<BR>
By:_____________________________________________<BR>
<BR>
<BR>
WACHOVIA BANK, National Association, as Lender<BR>
<BR>
<BR>
By:_____________________________________________<BR>
<BR>
<BR>
JPMORGAN CHASE BANK, as Lender<BR>
<BR>
<BR>
By:_____________________________________________<BR>
<BR>
<BR>
CREDIT LYONNAIS AMERICAS, as Lender<BR>
<BR>
<BR>
By:_____________________________________________<BR>
<BR>
<BR>
UNION BANK OF CALIFORNIA, N.A., as Lender<BR>
<BR>
<BR>
By:_____________________________________________<BR>
<BR>
<BR>
LASALLE BANK NATIONAL ASSOCIATION, as Lender<BR>
<BR>
<BR>
By:_____________________________________________<BR>
<BR>
<BR>
NATIONAL CITY BANK, as Lender<BR>
<BR>
<BR>
By:_____________________________________________<BR>
<BR>
<BR>
HSH NORDBANK AG, NEW YORK BRANCH, as Lender<BR>
<BR>
<BR>
By:_____________________________________________</TD>
</TR>
</TABLE>
<BR>


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