0000899681-05-000388 Sample Contracts

AMENDMENT TO WARRANT AGREEMENT DATED AS OF SEPTEMBER 14, 2004 BETWEEN INTERPOOL, INC. AND U.S. BANK NATIONAL ASSOCIATION
Warrant Agreement • May 6th, 2005 • Interpool Inc • Services-equipment rental & leasing, nec • New York

AMENDMENT dated as of April 26, 2005 (this "Amendment"), by and between INTERPOOL INC., a Delaware corporation (the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a nationally chartered banking association, in its capacity as Warrant Agent under the Warrant Agreement referred to below (the "Warrant Agent").

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AMENDMENT TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 6th, 2005 • Interpool Inc • Services-equipment rental & leasing, nec • New York

AMENDMENT dated as of April 26, 2005 to the INVESTOR RIGHTS AGREEMENT dated as of September 14, 2004 by and among INTERPOOL, INC., a Delaware corporation (the "Company"), and the investors signatory hereto (each a "Holder" and, collectively, the "Holders").

AMENDMENT TO REGISTRATION RIGHTS AGREEMENTS
Registration Rights Agreement • May 6th, 2005 • Interpool Inc • Services-equipment rental & leasing, nec • New York

AMENDMENT dated as of April 26, 2005 to the REGISTRATION RIGHTS AGREEMENTS dated as of September 14, 2004 and November 29. 2004, by and among INTERPOOL, INC., a Delaware corporation (the "Company"), and the investors signatory hereto (each a "Holder" and, collectively, the "Holders").

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