0000899681-05-000274 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2005 • Interpool Inc • Services-equipment rental & leasing, nec • New Jersey

THIS AGREEMENT, dated October 1, 2004 is made by and between Interpool, Inc., a Delaware corporation (the "Company"), and Herbert Mertz (the "Executive").

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STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • March 31st, 2005 • Interpool Inc • Services-equipment rental & leasing, nec

STOCKHOLDER VOTING AGREEMENT, dated as of September 10, 2004 (the “Agreement”), among INTERPOOL, INC., a Delaware corporation (the “Company”), and the undersigned beneficial owners (the “Stockholders”) of certain shares of the common stock, par value $.001, of the Company (“Company Common Stock”).

EXHIBIT F-2 SECURITY AGREEMENT (LTD.)
Security Agreement • March 31st, 2005 • Interpool Inc • Services-equipment rental & leasing, nec • New York

THIS SECURITY AGREEMENT (LTD.), dated as of December 29, 2004 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this "Security Agreement") is made by INTERPOOL LIMITED, a company organized under the laws of Barbados, as grantor hereunder (together with its successors and assigns, "Grantor"), in favor of DVB BANK N.V., in its capacity as agent (DVB Bank N.V., in such capacity, together with its successors and permitted assigns, the "Agent") on behalf of various financial institutions that are lenders pursuant to the terms of the Credit Agreement (each, a "Lender" and collectively, the "Lenders").

REVOLVING CREDIT AGREEMENT dated as of December 29, 2004 among INTERPOOL LIMITED, and INTERPOOL, INC., as the Borrowers INTERPOOL, INC., as the Parent Guarantor DVB BANK N.V., as the Agent and THE LENDERS NAMED HEREIN
Revolving Credit Agreement • March 31st, 2005 • Interpool Inc • Services-equipment rental & leasing, nec • New York

THIS REVOLVING CREDIT AGREEMENT, dated as of December 29 2004, is among INTERPOOL LIMITED, a company organized under the laws of Barbados (Interpool Limited), INTERPOOL, INC., a corporation organized under the laws of the State of Delaware (Interpool, Inc., as a borrower hereunder, together with Interpool Limited and their respective successors and permitted assigns, collectively the Borrowers, and each, individually, together with their respective successors and assigns, a Borrower), Interpool, Inc., as parent guarantor (in such capacity, together with its successors and permitted assigns, the Parent Guarantor), the banks and other financial institutions whose signatures appear at the end of this Agreement or that join this Agreement as a Lender party from time to time (each individually, a Lender and collectively, the Lenders) and DVB BANK N.V., as administrative agent for the Lenders (in such capacity, the Agent).

Sales Plan
Sales Plan • March 31st, 2005 • Interpool Inc • Services-equipment rental & leasing, nec • New York

Sales Plan, dated as of the date set forth on the signature page (the "Sales Plan"), between Martin Tuchman ("Seller") and Goldman, Sachs & Co. ("Broker").

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