0000899681-02-000420 Sample Contracts

INTERPOOL, INC. 9.25% CONVERTIBLE REDEEMEABLE SUBORDINATED DEBENTURES STANDBY PURCHASER SUBSCRIPTION AGREEMENT
Subscription Agreement • November 22nd, 2002 • Interpool Inc • Services-equipment rental & leasing, nec • New York

This Subscription Agreement is made by and between INTERPOOL, INC., a Delaware corporation (the "Company"), and the undersigned potential standby purchaser (the "Purchaser") who wishes to subscribe for the Company's 9.25% Convertible Redeemable Subordinated Debentures (the "Debentures") in the amount set forth on the signature page to this Subscription Agreement.

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