AMENDMENT NO. 1

Exhibit 10.2

AMENDMENT XX. 0

XXXXXXXXX XX. 0, dated as of December 20, 2012 (this “Amendment”), to the Credit Agreement, dated as of August 9, 2012 (as amended or modified from time to time, the “Credit Agreement”), among INTERPOOL, INC., a corporation organized under the laws of Delaware (the “Borrower”), the other loan parties thereto (the “Loan Parties”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be amended as set forth herein in order to allow the maximum amount of Total Revolving Commitments, after giving effect to one or more Incremental Revolving Facilities pursuant to Section 2.08(e) of the Credit Agreement, to be up to $1,000,000,000;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Borrower, the Administrative Agent and the Required Lenders hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Amendments to Credit Agreement. Section 2.08(e) of the Credit Agreement is hereby amended by deleting the current amount of $825,000,000 set forth therein and replacing it with the new amount of $1,000,000,000.

SECTION 3. Effectiveness of Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (such date, the “Amendment Effective Date”):

The Administrative Agent shall have received the following:

(i)         counterparts to this Amendment duly executed by the Borrower, the Administrative Agent and the Required Lenders

(ii)        all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented fees and reasonable, documented, out-of-pocket expenses of legal counsel) required to be paid; and

(iii)       certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

	INTERPOOL, INC.
	By:	/s/ Xxxxxxxxxxx Xxxxxx
		Name:	Xxxxxxxxxxx Xxxxxx
		Title:	Chief Financial Officer

[Amendment No. 1 Signature Page]

	JPMORGAN CHASE BANK. N.A., as
	Administrative Agent and as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: Managing Director

[Amendment No. 1 Signature Page]

	Bank of America N.A.,
	as a Lender
	By:	/s/ Xxxxxxx X. X’Xxxxx
		Name:	Xxxxxxx X. X’Xxxxx
		Title:	Senior Vice President

	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	XXXXX XXXXX
		Title:	Managing Director
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Director

	XXXXX FARGO BANK, NA,
	as a Lender
	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Vice President

	Compass Bank,
	as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Credit Products Officer

	FirstMerit Bank, N.A.,
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Vice President

	CAPITAL ONE LEVERAGE FINANCE CORP.,
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: SVP, Region Manager

	FIRST NIAGARA COMMERCIAL FINANCE INC.
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	SVP

	Xxxxxxx Business Credit Corporation,
	as a Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Vice President

	CATHAY BANK, as a Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Vice President