0000899681-04-000827 Sample Contracts

NOTES REGISTRATION RIGHTS AGREEMENT INTERPOOL, INC.
Notes Registration Rights Agreement • December 2nd, 2004 • Interpool Inc • Services-equipment rental & leasing, nec • New York

This NOTES REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of November 29, 2004, between Interpool, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each a "Purchaser" and collectively, the "Purchasers").

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Letterhead of Purchaser]
Senior Notes Purchase Agreement • December 2nd, 2004 • Interpool Inc • Services-equipment rental & leasing, nec • Delaware

This letter agreement (this "Agreement") will confirm the agreement of the undersigned purchaser (the "Purchaser") to purchase from Interpool, Inc., a Delaware corporation (the "Company"), the aggregate principal amount of newly-issued 6.00% Senior Notes due 2014, CUSIP 46062R AM 0 listed on Schedule A hereto (the "Securities") for a purchase price of $[____] (the "Purchase Price") on the terms set forth herein (the "Acquisition"), which Securities shall be governed by an Indenture (the "Indenture"), dated as of September 14, 2004, between the Company and U.S. Bank National Association (as Trustee).

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