EXECUTION VERSION

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SALE AGREEMENT

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INTERPOOL CONTAINERS
LIMITED,

AS SELLER,

INTERPOOL, INC.,

AS THE INDIRECT PARENT
OF SELLER,

and
P & R EQUIPMENT AND FINANCE CORP,

AS PURCHASER

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Dated as of
March 14, 2006

# TABLE OF CONTENTS

Page

|ARTICLE I. DEFINITIONS | 1
|---------------------- | -

| | Section 1.01 Definitions
Section 1.02 Interpretative Provisions | 1
9
| | --------------------------------------------------------------- | ---

|ARTICLE II. SALE OF CONTAINERS | 9
|------------------------------ | -

| | Section 2.01 Sale of Sold Assets
Section 2.02 Sale of Containers and Related Assets
Section 2.03 Required Financing Statements and Filings; Marking of Records
Section 2.04 General Provisions Regarding All Sales of Containers
Section 2.05 Adjustment of Final Purchase Price | 9
10
10
11
12
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------

|ARTICLE III. REPRESENTATIONS AND WARRANTIES | 13
|------------------------------------------- | --

| | Section 3.01 Representations and Warranties of the Parent and the Seller
Section 3.02 Representations and Warranties of the Purchaser | 13
21
| | ------------------------------------------------------------------------------------------------------------------------------------- | -----

|ARTICLE IV. COVENANTS OF PARENT AND SELLERS | 23
|------------------------------------------- | --

| | Section 4.01  Seller Covenants | 23
| | ------------------------------ | --

|ARTICLE V. CONDITIONS PRECEDENT | 25
|------------------------------- | --

| | Section 5.01 Conditions to Purchaser's Obligations
Section 5.02 Conditions to the Seller's Obligations | 25
26
| | ------------------------------------------------------------------------------------------------------ | -----

|ARTICLE VI. TERMINATION | 27
|----------------------- | --

| | Section 6.01 Termination
Section 6.02  Effect of Termination; Liquidated Damages | 27
27
| | -------------------------------------------------------------------------------- | -----

|ARTICLE VII. INDEMNIFICATION PAYMENTS | 29
|------------------------------------- | --

| | Section 7.01 By the Seller
Section 7.02 By Purchaser
Section 7.03 Indemnification Procedure
Section 7.04 Indemnification Period
Section 7.05 Exclusivity | 29
30
31
32
32
| | -------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------

|ARTICLE VIII. MISCELLANEOUS PROVISIONS | 33
|-------------------------------------- | --

| | Section 8.01 Amendment
Section 8.02 GOVERNING LAW
Section 8.03 CONSENT TO JURISDICTION
Section 8.04 JURISDICTION
Section 8.05 Judgment Currency
Section 8.06 Notices
Section 8.07 Severability of Provisions
Section 8.08 Assignment
Section 8.09 Further Assurances
Section 8.10 No Waiver; Cumulative Remedies
Section 8.11 Counterparts
Section 8.12 Binding
Section 8.13 Merger and Integration
Section 8.14 Headings
Section 8.15 Schedules and Exhibits
Section 8.16 WAIVER OF JURY TRIAL
Section 8.17 Waiver of Immunity
Section 8.18 Costs And Expenses
Section 8.19 Survival of Representations
Section 8.20 Signatures | 33
33
33
34
34
35
35
35
36
36
36
36
36
36
36
37
37
37
37
37
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------

EXHIBITS

|A-1
A-2
A-3
B-1
C-1
C-2
C-3A
C-3B
C-4
C-5 | 








 | List of Containers (Interpool Containers Limited)
List of Containers (CAI)
Substitute List of Containers
Form of Container Sale Certificate
Master Equipment Lease Agreement  - Interpool Containers Limited
Finance Lease - Interpool Containers Limited
Operating Lease - Interpool Containers Limited
Operating Lease - Interpool Containers Limited
Master Equipment Lease Agreement - CAI
Operating Lease - CAI
|----------------------------------------- | ------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULES

|1
2 | 
 | CEU Value by Container Type
Wire Instructions
|--- | --- | ---------------------------------------------

SALE AGREEMENT

THIS
SALE AGREEMENT, dated as of March 14, 2006 (as amended, restated, modified or supplemented
from time to time in accordance with its terms, this Agreement), is
entered into among INTERPOOL CONTAINERS LIMITED(together with its successors and
permitted assigns, Interpool or Seller), a Barbados
company with its chief executive office at 211 College Road East, Princeton, New Jersey
08540 USA, INTERPOOL, INC. (together with its successors and permitted assigns,
Parent), a Delaware corporation with its principal place of business at
211 College Road East, Princeton, New Jersey 08540, and P & R EQUIPMENT AND FINANCE
CORP(together with its successors and permitted assigns, the
Purchaser), a Swiss company with its chief executive office at
Industriestrasse 6, 6301 Zug, Switzerland.

W I T N E S S E T H :

WHEREAS,
in contemplation of this Agreement, the Seller has agreed to sell, transfer and assign to
the Purchaser on the Funding Date, and the Purchaser has agreed to accept on the Funding
Date, all right, title and interest of the Seller in, to and under the Sold Assets sold by
the Seller upon the terms and conditions hereinafter set forth;

NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:

# ARTICLE I.DEFINITIONS

Section 1.01 Definitions.

Capitalized
terms herein shall have the following meanings and the definitions of such terms shall be
equally applicable to the singular and plural forms of such terms:

Actual
Fleet Size The total number of CEUs included in the Sold Containers, based on
data produced as of the Cut-Off Date and delivered to the Purchaser pursuant to Section
2.05(c) hereof.

Adjustment
Date This term shall have the meaning set forth in Section 2.05(a).

Affiliate
With respect to any Person, any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, control, when used with respect to any
specified Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms controlling and controlled have meanings
correlative to the foregoing.

Agreement
This term shall have the meaning set forth in the preamble of this Agreement.

Applicable
Law With respect to any Person or Sold Asset, all existing laws, rules,
guidelines, regulations (including proposed, temporary and final income tax regulations),
statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and
interpretations by any Governmental Authority and judgments, decrees, injunctions, writs,
or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial
tribunal or agency of competent jurisdiction applicable to such Person or Sold Asset.

Assumed
Fleet Size Based on data produced as of February 28, 2006, this term shall mean
367,000 CEUs.

Bankruptcy
Code The Bankruptcy Reform Act of 1978, as amended from time to time, and any
successor statute thereto.

CAI Container Applications International, Inc., a Nevada corporation and its
successors and permitted assigns.

CAI
Lease Each Lease entered into by CAI, whether in its own name as lessor or as
agent for the lessor, in each case for and on behalf of the Seller.

Casualty
Loss Any of the following events with respect to any Sold Container: (a) thirty
(30) days following the Sellers determination that such Sold Container is damaged
beyond repair or permanently rendered unfit for use for any reason whatsoever (including
loss, theft or destruction), (b) the seizure, condemnation or confiscation of such Sold
Container for a period exceeding sixty (60) days, or (c) if such Sold Container is subject
to a Lease Agreement, such Sold Container shall have been deemed under its Lease Agreement
to have suffered a casualty loss. In determining the date on which a Casualty Loss
occurred, the application of the time frames set forth in clauses (a) through (c) above
shall in no event result in the deemed occurrence of a Casualty Loss prior to the date on
which an officer of the Purchaser or the Seller obtains actual knowledge of such Casualty
Loss.

CEU
A cost-equivalent unit that is a fixed unit of measurement based on the cost of a
Container relative to the cost of a twenty (20) foot standard dry freight Container, which
cost shall be determined by reference to Schedule 1 of this Agreement.

CEU
Price This term shall mean $1,403.27.

Closing
Date This term shall mean March 14, 2006.

Container
Any dry cargo, domestic storage, high cube or other type of marine or intermodal container
(including any related equipment) owned by the Seller.

Container
Identification Number The unique alpha numeric code assigned to a Sold
Container.

Container
Representations and Warranties With respect to each Sold Container, the
representations and warranties of Parent and Seller as set forth in paragraphs (v) through
(tt) inclusive of Section 3.01.

Container
Sale Certificate A Container Sale Certificate, substantially in the form of
Exhibit Bhereto, executed and delivered by the Seller and the Purchaser in
accordance with the terms of this Agreement.

Cut-Off
Date This term shall mean April 1, 2006.

Dollars or $ The lawful currency of the United States
of America.

Escrow
Agent This term shall mean Wells Fargo Bank Northwest, N.A.

Escrow Letter
That certain Escrow Letter, dated as of the Closing Date, by the Purchaser and the Seller,
as acknowledged and consented to by the Escrow Agent.

Excluded
AmountsAll of the following: (i) any payments received from a Lessee in
connection with any late charges, taxes, fees or other charges imposed by any Governmental
Authority, or (ii) any indemnity payments made by a Lessee or payments made for the
benefit of any Person pursuant to a liability insurance policy.

Final
Purchase Price This term shall have the meaning set forth in
Section 2.01(a).

Finance
Lease A lease which satisfies the criteria for classification as a direct
financing lease pursuant to GAAP.

Fortis
FinancingA loan by Fortis Capital Corp. to PRB Limited in an amount not less
than $416,150,000 to enable it to fund a portion of the purchase price of the Sold Assets.

Funding
The sale of the Sold Assets pursuant to this Agreement.

Funding Date This term shall have the meaning set forth in
Section 2.01(a).

GAAP
Those generally accepted accounting principles in the United States as in effect from time
to time. Unless otherwise defined or the context otherwise requires, all accounting terms
used herein shall be construed, and all accounting determinations and computations
required hereunder shall be made, in accordance with GAAP in effect on the date on which
they are applied, and shall be applied consistently throughout the relevant
periods.

Governmental Authority Any one of the following: (i) any federal, state,
county, municipal or foreign government, or political subdivision thereof, (ii) any
governmental or quasi-governmental agency, authority, board, bureau, commission,
department, instrumentality or public body, (iii) any court or administrative tribunal or
(iv) with respect to any Person, any arbitration tribunal or other non-governmental
authority to whose jurisdiction that Person has consented.

Indemnified CostThis term shall have the meaning set forth in Section
7.01.

Insolvency
Law The Bankruptcy Code or any similar Applicable Law in Barbados or in any
other applicable jurisdiction.

Insurance
Policy With respect to any Lease, an insurance policy covering physical damage
to the related Sold Containers or covering any liabilities arising from the related Sold
Container or use thereof.

InterpoolThis term shall have the meaning set forth in the Preamble of this Agreement.

Lease or
Lease Agreement Each and every item of chattel paper, installment sales
agreement, equipment lease or rental agreement (including progress payment authorizations)
to which a Sold Container is subject (but only to the extent such lease relates to a Sold
Container), including (i) all rental and other payments with respect to such Sold
Container to be made by the Lessee thereunder that accrue on or after the Cut-Off Date,
(ii) all rights of the lessor thereunder relating to such Sold Container and (iii) any and
all amendments, renewals and extensions thereof relating to such Sold Container.

Lease
File With respect to each Lease included in the Sold Assets, the file containing
all of the following:

| | (i) | Except with respect to the CAI Leases or Split Leases included in the Sold
                    Assets, an originally executed or acknowledged counterpart of the Lease, lease
                    supplement, lease addendum and/or lease schedule, executed by each of the lessor
                    and the Lessee (unless such Lessee does not ordinarily execute such documents
                    with container lessors, in which case an acceptable substitute will be
                    available);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | A photocopy of CAI Leases, including the related the Master Equipment Lease
                    Agreement of such Lease (unless the Lessee under such Lease does not ordinarily
                    execute such documents with container lessors, in which case an acceptable
                    substitute will be available);
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | guarantees and other collateral for such Lease, if any; and
| | ----- | -----------------------------------------------------------

| | (iv) | any amendments or assignments, if any.
| | ---- | --------------------------------------

If
applicable, the Seller shall identify any Lease File that may relate to a Lease that is a
Split Lease.

Lessee
Any Person who leases or subleases a Sold Container pursuant to a Lease.

Lien
Any security interest, lien, charge, pledge, equity or encumbrance of any kind.

List
of Containers A true and complete list of all Sold Containers to be conveyed by
the Seller on the Funding Date and the following information for each such Sold Container
as of February 28, 2006 or the Cut-Off Date, as applicable:  (i) Container
Indentification Number, (ii) description and type, (iii) acquisition date, (iv)
if subject to a Lease, the identity of the Lessee, the related Lease number and Lease
type, the per diem rental in effect at month end, the Lease start and expiry dates,
whether an option to purchase such Sold Container has been granted and amount for which
any such purchase option may be exercised, and whether the Sold Container is covered by
Damage Protection Plan coverage, and (v) if not subject to a Lease, its location and
repair status.

Management
AgreementEither or both, as the context may require, of (i) that certain PRB
Management Agreement, to be dated as of the Closing Date, among PRB Limited, CAI and
Interpool, as the same may be amended from time to time and (ii) that certain P&R
Management Agreement, to be dated as of the Closing Date, among the Purchaser, CAI and
Interpool, as the same may be amended from time to time.

Manager
The Person(s) performing the duties of the Manager under the Management Agreement;
initially, CAI.

Master
Equipment Lease Agreement An agreement substantially in the form of Exhibit
C-1 or Exhibit C-4hereto.

Net
Final Purchase Price This term shall have the meaning set forth in
Section 2.01(b).

OFACThe Office of Foreign Assets Control of the United States Department of the Treasury.

Offsetting Recovery
This term shall have the meaning set forth in Section 7.01(b).

Officer
Any officer of the Person in question who, in the ordinary course of such officers
duties, would be familiar with the matters relating to the transactions contemplated by
this Agreement.

Parent shall have the meaning set forth in the preamble of this Agreement.

Permissible
Container Type A Sold Container that is classified as any one of the following:

(i)  
          twenty foot dry cargo;

(ii)  
          forty foot dry cargo;

(iii)  
          forty-five foot dry cargo;

(iv)  
          fifty-three foot dry cargo;

(v)  
          forty foot high cube; or

(vi)  
          forty-five foot high cube.

Permitted
Lien With respect to the Sold Assets, any or all of the following:

| | (i) | Liens for Taxes not yet delinquent or which are being contested in good faith by
                    appropriate Proceedings and for the payment of which adequate cash reserves are
                    maintained by a Manager;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | with respect to the Sold Containers, carriers, warehousemens,
                    mechanics, or other like Liens arising in the ordinary course of business
                    and relating to amounts not yet due or which shall not have been overdue for a
                    period of more than (60) days or which are being contested in good faith by
                    appropriate Proceedings and for the payment of which adequate cash reserves are
                    maintained by a Manager, provided, however, in no event shall any such contest
                    result in the loss of an affected Sold Container;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | with respect to the Sold Containers, Leases entered into in the ordinary course
                    of business providing for the leasing of Sold Containers;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | with respect to any Sold Container then on Lease, any purchase option of a
                    Lessee set forth on the List of Containers; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | Liens created by this Agreement.
| | --- | --------------------------------

Person An individual, a partnership, a limited liability company, a
corporation, a joint venture, an unincorporated association, a joint-stock company, a
trust, a national banking association, an unincorporated organization, any other entity or
a Governmental Authority.

PRB
Limited This term shall mean PRB Limited, a Bermuda corporation and an Affiliate
of Purchaser.

Premium
Recapture This term shall have the meaning set forth in Section 7.01(b).

Proceeding
Any suit in equity, action at law, or other judicial or administrative proceeding.

Proceeds
This term shall have the meaning set forth in Section 9-102(a)(64) of the UCC.

Purchaser
This term shall have the meaning set forth in the preamble of this Agreement.

Purchaser
Deposit This term shall have the meaning set forth in Section 6.02(c)(i).

Records
All contracts and other documents, purchase orders, invoices, agreements, books, records
and other information maintained with respect to Sold Assets and the related Persons which
the Seller has generated, in which the Purchaser has acquired an interest pursuant to this
Agreement or in which the Purchaser has otherwise obtained an interest, provided, however,
that Records shall not include computer programs, tapes, disks, punch cards, data
processing software, similar electronic media or related property or rights.

Related
Assets With respect to any Sold Container, all of the following: (i) all of the
Sellers right, title and interest in, to and under, the Leases and all amendments,
additions and supplements including schedules, summary schedules and subschedules made or
hereafter made with respect thereto; (ii) all accrued but unpaid rental receivables owing
with respect to the Leases on the Cut-Off Date and all monies due or to become due in
payment of the Leases on or after the Cut-Off Date, including all rental and other
payments with respect thereto, and any liquidation, casualty or termination proceeds
received with respect thereto, but excluding any Excluded Amounts; (iii) all other
documents relating to the Leases including rights under any UCC financing statements or
documents of similar import filed against the related Lessee; (iv) proceeds payable to the
Purchaser of all Insurance Policies maintained by, or on behalf of a Lessee, under a Lease
with respect to the foregoing; (v) all guarantees, Supporting Obligations or other credit
support supporting or securing payment of any Lease; (vi) any agreements with the dealer
or manufacturer of the related Sold Containers but only to the extent that such rights
specifically relate to the Sold Containers; (vii) any maintenance agreement or any
agreement pursuant to which a Lease was acquired from a third party or any Affiliate, in
each case to the extent specifically relating to a Lease, and (viii) all Proceeds and
income of the foregoing or relating thereto.

Related
Documents This Agreement, the Management Agreements, the Escrow Letter and each
other document or instrument executed by the Parent or the Seller in connection herewith
or therewith.

Sanctioned
Country A country subject to a sanctions program identified on the list
maintained by OFAC and available at
http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published
from time to time.

Sanctioned
PersonAny of the following currently or in the future: (i) a person named on
the list of Specially Designated Nationals or Blocked Persons maintained by OFAC and
available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an
agency of the government of a Sanctioned Country, (B) an organization controlled by a
Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent the
agency, organization, or person is subject to a sanctions program administered by OFAC.

SellerThis term shall have the meaning set forth in the preamble of this Agreement.

Seller
Deposit This term shall have the meaning set forth in Section
6.02(c)(ii).

Sold
Assets The Sold Containers and Related Assets, collectively and including,
without limitation, all rights to lease rental payments for the Sold Containers accruing
from and after the Cut-Off Date.

Sold
Container A Container sold by the Seller to the Purchaser in accordance with the
terms of this Agreement, as more particularly identified on the attached Exhibits
A-1 and A-2, and, to the extent any additional Containers are tendered pursuant
to Section 2.05(b), the Containers identified on Schedule 1 to the Container
Sale Certificate delivered on the Adjustment Date.

Split
Lease Any lease to which a Sold Container is subject that also relates to
Containers that are not Sold Containers.

Submanager
This term shall have the meaning set forth in the Management Agreement.

Substitute
Container List A true and complete list of all Containers eligible to be
conveyed by the Seller on the Adjustment Date and the following information for each such
Sold Container as of February 28, 2006 or the Cut-Off Date, as
applicable:  (i) Container Indentification Number, (ii) description
and type, (iii) acquisition date, (iv) if subject to a Lease, the identity of the
Lessee, the related Lease number and Lease type, the per diem rental in effect at month
end, the Lease start and expiry dates, whether an option to purchase such Sold Container
has been granted and amount for which any such purchase option may be exercised, and
whether the Sold Container is covered by Damage Protection Plan coverage, and (v) if not
subject to a Lease, its location and repair status.

Supporting
Obligation This term shall have the meaning set forth in Section 9-102(a)(77)
of the UCC.

Tax Benefit An amount by which the Tax liability of any party (or group of
Affiliates including such party) is actually reduced (including by deduction, reduction of
income by virtue of increased tax basis or otherwise, entitlement to refund, credit or
otherwise) after taking into account any increase in such partys Tax liability as a
result of its receipt of any related indemnity payment plus any related interest received
from the relevant Taxing Authority. Where a party has other losses, deductions, credits or
items available to it, the Tax Benefit from any losses, deductions, credits or items
relating to the Indemnified Costs shall be deemed to be realized on a pro rata basis with
any other losses, deductions, credits or items of such party (or group of Affiliates
including such party).

TaxesAny and all taxes, levies, imposts, duties, fees, assessments, deductions,
withholdings or other charges of whatever nature, including gross receipts, excise,
property, sales, transfer, license, payroll, social security and franchise taxes now or
hereafter imposed or levied by the United States of America, or any state or local
government or by any department, agency or other political subdivision or taxing authority
thereof and all interest, penalties, additions to tax or similar liabilities with respect
thereto.

Taxing
Authority Any Governmental Authority having jurisdiction over the assessment,
determination, collection or other imposition of Taxes.

UCC The Uniform Commercial Code as the same may, from time to time, be in
effect in the State of New York; provided, however, in the event that, by reason of
mandatory provisions of law, any or all of the attachment, perfection or priority of the
Purchasers security interest (if any) in any Sold Assets is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term
UCC shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such attachment, perfection
or priority and for purposes of definitions related to such provisions.

Section 1.02 Interpretative Provisions.

For purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

(a)     the terms defined in this Agreement have the
meanings assigned to them in this Agreement and include the plural as well as
the singular, and the use of any gender herein shall be deemed to include the
other gender;

(b)     accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted
accounting principles as in effect on the date hereof;

(c)     references herein to Articles,
Sections, Subsections, paragraphs, and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, paragraphs and other subdivisions of this Agreement;

(d)     a reference to a Subsection without further
reference to a Section is a reference to such Subsection as contained in the
same Section in which the reference appears, and this rule shall also apply to
paragraphs and other subdivisions;

(e)     the words herein,
hereof, hereunder and other words of similar import
refer to this Agreement as a whole and not to any particular provision; and

(f)     the term include or
including shall mean without limitation by reason of enumeration.

# ARTICLE II.SALE OF CONTAINERS

Section 2.01 Sale
of Sold Assets.

(a)     On March 31, 2006 or such other date as may be mutually
agreed by the Seller and the Purchaser at least two (2) Business Days prior to
such date (the Funding Date), the Seller will assign, convey,
sell, deliver, grant and transfer to the Purchaser, and the Purchaser will
acquire from the Seller, all of the Sellers rights, title and interest in,
to and under the Sold Assets set forth on Exhibits A-1 and A-2
hereto, provided however, that any revenue or monies with respect to the Sold
Assets accruing before the Cut-Off Date shall be for the account of the Seller
and any revenue or monies accruing on or after the Cut-Off Date, shall be for
the account of the Purchaser. Each of the Seller and the Purchaser agree that
the purchase price of the Sold Assets to be acquired from the Seller (the
Final Purchase Price) will be $515,000,000; provided,
that, in conjunction with the payment of the Final Purchase Price, the Final
Purchase Price will be supplemented with any payment required by Section
2.05(e) below; and provided, further, the Final Purchase Price
shall be subject to adjustment in accordance with Section 2.05(a) below.

If the sale of the
Sold Assets is determined to be subject to any sales tax, the Final Purchase
Price shall be deemed inclusive of any such Tax. For the avoidance of doubt, it
is understood and agreed that all revenue (including lease payments)
attributable to the Sold Assets prior to the Cut-Off Date shall be for the
account of the Seller and all revenue (including lease payments) attributable to
the Sold Assets from and after the Cut-Off Date shall be for the account of the
Purchaser.

(b)     Subject to the terms and conditions of this Agreement, on
the Funding Date, the Purchaser hereby agrees to pay to the Seller the Final
Purchase Price, less the amount of the Seller Deposit (the Net Final
Purchase Price) for its Sold Assets in full by making wire transfers
of immediately available funds to the Seller in the amount set forth above. In
connection with the conveyance set forth in this
Section 2.01, the Seller shall, (i) execute and deliver each of the
documents set forth in Section 2.02(a) hereof, and (ii) complete the
actions required by Section 2.03(b) hereof.

Section 2.02 Sale
of Containers and Related Assets.

(a)     In connection with the sale of
Sold Assets by the Seller to the Purchaser in accordance with the provisions of
Section 2.01 of this Agreement and any tender of additional Containers
pursuant to Section 2.05(b), the Seller shall execute and deliver to the
Purchaser each of the following:

| | (i)     On the Funding Date and the Adjustment Date, as applicable,
a completed Container Sale Certificate which certificate shall operate as an
assignment of all the Sellers right, title, and interest in and to the
Sold Assets identified in such certificate;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     On the Funding Date and the
Adjustment Date, as applicable, each Lease File associated with the Sold Assets
to the applicable Manager, with duplicate copies thereof on CD-ROM to the
Purchaser (within 15 days of the Funding Date); and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)     On the Funding Date and the
Adjustment Date, as applicable, a data file that provides the information set
forth on the List of Containers.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

(b)      Within one (1) Business Day following the
Funding Date or the Adjustment Date, as applicable, the Seller shall send a
notice of assignment to the applicable Manager related to the Sold Containers
which notice shall advise the Manager of the absolute sale of such Sold Assets
by the Seller to the Purchaser.

Section 2.03
Required Financing Statements and Filings; Marking of Records.

(a)      In connection with the sale of Sold Assets by
the Seller on the Funding Date or the Adjustment Date, as applicable, on or
prior to the Funding Date or the Adjustment Date, as applicable, Seller agrees
to deliver to Purchaser and upon request of Purchaser to record and file, at its
own expense, the following UCC financing statements and releases of registration
of charges (and/or amendments to previously filed UCC financing statements or
registration of charges), such filings to be made (unless otherwise requested by
the Purchaser) in each case only to the extent necessary (or, as requested by
the Purchaser, desirable) pursuant to applicable law to protect the ownership
interest of the Purchaser therein: (i) UCC financing statements (and releases of
Barbados registered charges) or documents of similar import, evidencing the
release of the security interest of each other Person with respect to any of the
Sold Assets; and (ii) UCC-1 financing statements, filed in the state of New
Jersey, naming the Seller as debtor with respect to any chattel
paper or accounts included in the Sold Assets. All UCC
financing statements and registration of charges required pursuant to this
Section 2.03 shall meet the requirements of Applicable Law.

All UCC financing statements and
registration of charges required pursuant to this Section 2.03 shall meet the
requirements of Applicable Law.

(b)      In connection with the sale of Sold Assets,
the Seller shall, at its own expense within ten (10) calendar days following the
Funding Date and the Adjustment Date, as applicable, cause its master accounting
and data processing records to be marked to indicate that all right, title and
interest in each Sold Asset has been sold to the Purchaser. In addition, the
Seller shall, within ten (10) calendar days following the Funding Date, cause
each Manager to designate each of the Sold Containers with a numeric code that
is unique to the Purchaser in their container management systems.

(c)      In connection with the sale of Sold Assets
hereunder, the Seller shall, at its own expense, within ten (10) Business Days
following the Funding Date and the Adjustment Date, as applicable, record any
appropriate filings reflecting the sale and transfer of the Sold Assets in the
appropriate registries of foreign countries as may be required by the laws or
regulations of the country of registration of such Sold Assets (if any).

Section 2.04
General Provisions Regarding All Sales of Containers.

(a)      The Parent and the Seller shall be liable to
the Purchaser for all representations, warranties, covenants and indemnities
made by the Parent and the Seller pursuant to the terms of this Agreement, all
of which representations, warranties, covenants and indemnifications shall
survive the sale of such Sold Assets hereunder.

(b)      Consistent with the Purchasers ownership
of the Sold Assets, as between the parties to this Agreement, the Purchaser
shall have the sole right to service, administer and collect the Sold Assets and
to assign and/or delegate such right to others.

(c)      If at any time, after the Seller is no longer
the submanager of the Sold Assets, Seller agrees that should it receive any
payment or any proceeds that are due to or for the account of the Purchaser, it
shall promptly (but in any event within five (5) Business Days after receipt and
identification thereof) forward such payments to the Purchaser or in accordance
with the Purchasers instructions and until so forwarded, Seller shall hold
any such payment in trust for the Purchaser. The Purchaser agrees that should it
receive any payment or any proceeds that are due to or for the account of
Seller, the Purchaser shall promptly (but in any event within five (5) Business
Days after receipt and identification thereof) forward such payments to the
Seller or in accordance with the Sellers instructions and until so
forwarded, the Purchaser shall hold any such payment in trust for the Seller.

(d)      The Purchaser shall have the unrestricted
right to further assign, transfer, deliver, hypothecate, subdivide or otherwise
deal with the Sold Assets, and all of the Purchasers right, title and
interest in, to and under this Agreement, on whatever terms the Purchaser shall
determine, pursuant to this Agreement or otherwise.

(e)      The Seller agrees that it is shall be liable
for the removal of any Permitted Liens of the type identified in clause (i) and
(ii) of the definition of Permitted Lien to the extent that any such Permitted
Lien existed prior to the Funding Date or the Adjustment Date, as applicable.
The Seller shall take the necessary steps to remove any such Permitted Liens in
accordance with Section 4.01(q) hereof.

Section 2.05
Adjustment of Final Purchase Price.

(a)      In the event that the number of CEUs of the
Sold Assets delivered on the Funding Date deviates from the Assumed Fleet Size,
the Seller and the Purchaser agree to adjust the Final Purchase Price based on
the CEU Price and/or to tender or return containers. Any such adjustment shall
be made on or about that day occurring forty-five (45) days after the Funding
Date, as agreed to by the Purchaser and the Seller (the Adjustment
Date), using data accurate as of March 31, 2006.

(b)      To the extent that fewer CEUs are delivered on
the Funding Date than the Assumed Fleet Size, the Seller shall tender to the
Purchaser additional Containers selected from the Substitute Container List by
delivery of a Container Sale Certificate and satisfaction of the requirements
set forth in Sections 2.02, 2.03and 2.04 hereof. If the
delivery of additional Containers pursuant to this Section 2.05(b) does
not result in an Actual Fleet Size equal to the Assumed Fleet Size, the Seller
shall pay to the Purchaser, by wire transfer of immediately available funds to
the account identified by the Purchaser, an amount equal to the product of (A)
the excess of (x) the Assumed Fleet Size over (y) the Actual Fleet Size (taking
into account any adjustment made pursuant to this Section 2.05(b)), and
(B) the CEU Price (the Downward Price Adjustment). Any
adjustment of the Final Purchase Price calculated pursuant to this Section
2.05(b) shall be made on or about the Adjustment Date, and any amounts
payable pursuant to this Section 2.05(b) shall be paid in full by wire
transfer of immediately payable funds to the account indicated in writing by the
payee to the payor.

(c)      To the extent that more CEUs are delivered on
the Funding Date than the Assumed Fleet Size, the Purchaser shall return to the
Seller containers representing the number of CEUs equal to the excess of (i) the
Actual Fleet Size over (ii) the Assumed Fleet Size. Such return shall be
affected by delivery of a Container Sale Certificate executed by the Purchaser
for the benefit of the Seller. If for any reason the adjustment set forth in
this Section 2.05(c) does not result in a fleet of Sold Assets equal to
the Assumed Fleet Size, the Purchaser and the Seller agree to adjust the Final
Purchase Price. To the extent that the Actual Fleet Size is less than the
Assumed Fleet Size (taking into account any adjustment made pursuant to this
Section 2.05(c)), the Seller shall make a Downward Price Adjustment.

(d)      The Seller shall provide an update of the List
of Containers on or before May 15, 2006, which shall set forth a true, correct
and complete listing of the following information for each Sold Container as of
the Cut-Off Date: (i) Container Indentification Number,
(ii) description and type, (iii) acquisition date, (iv) if subject to
a Lease, the identity of the Lessee, the related Lease number and Lease type,
the per diem rental in effect at month end, the Lease start and expiry dates,
whether an option to purchase such Sold Container has been granted and amount
for which any such purchase option may be exercised, and whether the Sold
Container is covered by Damage Protection Plan coverage, and (v) if not subject
to a Lease, its location and repair status.

(e)      In the event that the Funding Date does not
occur on or before March 20, 2006, the Purchaser shall pay to the Seller an
amount, in addition to the Final Purchase Price, equal to the product of (i) the
Final Purchase Price, (ii) 6.75% and (iii) a fraction, the numerator of which is
equal to (x) the actual number of days elapsed between March 20, 2006 and the
Funding Date and (y) the denominator of which is equal to 360. Any adjustment of
the Final Purchase Price calculated pursuant to this Section 2.05(e)
shall be made concurrently with the payment of the Final Purchase Price. Any
amounts payable pursuant to this Section 2.05(e) shall be paid in full by
making wire transfer of immediately payable funds in accordance with Section
2.01(b).

# ARTICLE III.REPRESENTATIONS AND WARRANTIES

Section 3.01
Representations and Warranties of the Parent and the Seller.

The Parent and the
Seller jointly and severally make the following representations and warranties
for the benefit of the Purchaser, on which the Purchaser relies in accepting the
conveyance of the Sold Assets. Such representations and warranties are made by
the Parent and the Seller as of the Closing Date and as of the Funding Date
unless otherwise specified below, and the Parent and the Sellers
obligations with respect to such representations and warranties shall survive
the Closing Date and the Funding Date.

(a)      Organization and Good Standing. The
Parent is a corporation duly organized, validly existing and in compliance with
the laws of the State of Delaware, with corporate power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is currently conducted, had at all relevant times, and now
has, power, authority, and legal right to perform its obligations hereunder and
under any Related Document to which it is a party, and has had the same legal
name for the past five years. Seller is a corporation duly organized, validly
existing and in compliance with the laws of Barbados (which is its only
jurisdiction of organization), with corporate power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is currently conducted, had at all relevant times, and now
has, power, authority, and legal right to acquire and own the Sold Assets and to
perform its obligations hereunder and under any Related Document to which it is
a party, and has had the same legal name for the past five years or since its
formation (if it has been in existence for less than five years since the date
of its formation), and does not do business under any other name.

(b)      Due Qualification. Each of the Parent
and the Seller is qualified as a foreign corporation in each jurisdiction and
has obtained all necessary licenses and approvals as required under Applicable
Law, in each case, where the failure to be so qualified, licensed or approved,
could reasonably be expected to materially and adversely affect the ability of
such Person to perform its obligations under and comply with the terms of this
Agreement and any other Related Document.

(c)      Power and Authority. Each of the Parent
and the Seller has the corporate power and authority to execute and deliver this
Agreement and any other Related Document to which it is a party and to carry out
their terms; each of the Parent and the Seller has duly authorized the sale to
the Purchaser of the Sold Assets by all necessary corporate and shareholder (if
necessary) action; the execution, delivery, and performance of this Agreement
and any other Related Document to which it is a party has been duly authorized
by the Parent and the Seller by all necessary corporate action and this
Agreement and any other Related Document to which it is a party have been duly
executed and delivered by the Parent and the Seller.

(d)      Valid Assignment; Enforceable
Obligations. This Agreement constitutes a valid and absolute sale to the
Purchaser of all right, title, and interest of the Seller in, to and under the
Sold Assets and the Sold Assets will be held by the Purchaser free and clear of
any Lien of any Person claiming through or under the Seller, except for
Permitted Liens; and this Agreement and each other Related Document to which it
is a party, when duly executed and delivered by the other parties thereto, will
constitute a legal, valid, and binding obligation of the Parent and the Seller
enforceable against each such Person in accordance with its terms subject as to
enforceability to applicable bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyance or other laws affecting creditors rights generally
and to general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law).

(e)      No Violation. The consummation of the
transactions contemplated by and the fulfillment of the terms of this Agreement
and the Related Documents to which it is a party will not conflict with any of
the terms and provisions of, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time or both) a
default under, the memorandum of association and bye-laws and other
organizational documents of the Parent or the Seller, or any material term of
any indenture, agreement, mortgage, deed of trust, or other instrument to which
the Parent or the Seller is a party or by which it is bound, or result in the
creation or imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement, mortgage, deed of trust, or other
instrument, other than this Agreement or any Related Document, or violate any
law or any order, rule, or regulation applicable to the Parent or the Seller of
any court or of any federal or state regulatory body, administrative agency, or
other Governmental Authority having jurisdiction over Seller or any of its
properties, in each case to the extent that it could reasonably be expected to
have a material adverse effect.

(f)      No Proceedings or Injunctions. There
are (i) no litigations, proceedings or investigations pending, or, to the
knowledge of the Parent or the Seller, threatened, before any court, regulatory
body, administrative agency, or other tribunal or Governmental Authority (A)
asserting the invalidity of this Agreement or any other Related Document to
which it is a party, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or any other Related Document to
which it is a party, or (C) seeking any determination or ruling, in each case
that might materially and adversely affect the performance by the Parent or the
Seller of its obligations under, or the validity or enforceability of, this
Agreement or any other Related Document and (ii) no injunctions, writs,
restraining orders or other orders in effect against the Parent or the Seller
that could reasonably be expected to have a material adverse effect on its
ability to perform under this Agreement or any other Related Document.

(g)      Compliance with Law. Neither the Parent
or the Seller:

| | (i)      is in violation of (A) any laws, ordinances,
governmental rules or regulations (including, without limitation, any tax laws
or regulations), or (B) court orders to which it is subject;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     has failed to obtain any
licenses, permits, franchises or other governmental authorizations necessary to
the ownership of its property or to the conduct of its business including,
without limitation, with respect to transactions contemplated by this Agreement
and the other Related Documents to which it is a party; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)     
is (after application of any cash proceeds received by it hereunder) in
violation in any respect of any term of any agreement, membership of
association, bye-law or other instrument to which it is a party or by which it
may be bound;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

in each case, which violation or
failure, individually or in the aggregate, could be reasonably be expected to materially
adversely affect: (1) its ability to perform its obligations under and comply with
the terms of this Agreement and any other Related Document, (2) its business or
condition (financial or otherwise), (3) any Lease included in the Sold Assets or the
enforceability thereof or (4) the interest of the Purchaser in any Sold Asset.

(h)      Insolvency; Fraudulent Conveyance. The
Seller is paying its debts as they become due and is not insolvent
within the meaning of any applicable Insolvency Law in that:

| | (i)     
both immediately before and after giving effect to the assignment, transfer and
sale of the Sold Assets, the present value of the Sellers assets will be
in excess of the amount that will be required to pay the Sellers probable
liabilities as they then exist and as they become absolute and matured;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     
both immediately before and after giving effect to the assignment, transfer and
sale of the Sold Assets, the sum of the Sellers assets will be greater
than the sum of the Sellers liabilities, including contingent liabilities
(taking into account the probability that such contingent liabilities become
due), valuing the Sellers assets at a fair market value;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)     
the Seller does not intend to, and does not believe that it will, incur debts or
liabilities beyond its ability to pay as such debts mature; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)     
giving effect to the initial sale hereunder, the Seller is not engaged in any
business or transaction, nor about to engage in a business or transaction, for
which its remaining property constitutes an unreasonably small capital.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each sale of Sold Assets has been made for reasonably equivalent value and not
made for, or on account of, an antecedent debt, and such sale is not voidable or
subject to avoidance under the provisions of any Insolvency Law.

(i)      Principal Place of Business; Operations in
the United States; Trade Name. The registered office, principal place of
business and chief executive office of the Parent is at 211 College Road East,
Princeton, New Jersey 08540, the registered office of the Seller is at Stevmar
House, Suite 101, Rockley, Christ Church, Barbados, and the chief executive
office of the Seller is at 211 College Road East, Princeton, New Jersey 08540.
The Seller has not been known by any other name or trade within the last five
years.

(j)      Accounting and Tax Treatment. The
Seller will treat the sale of the Sold Assets to the Purchaser pursuant to this
Agreement as a sale of such Sold Assets for financial reporting, accounting and
all income and sales tax purposes.

(k)      Approvals. All approvals,
authorizations, consents, orders or other actions of any Person (including,
without limitation, any required under applicable exchange control regulations
to enable the Seller to punctually pay its obligations hereunder in US
dollars) required to be obtained by the Parent and the Seller or, to the
knowledge of each such Person, by any other Person in connection with the
execution and delivery of this Agreement or any other Related Document to which
it is a party have been or will be taken or obtained on or prior to the Closing
Date.

(l)      List of Containers. The List of
Containers accurately sets forth a true, correct and complete listing of the
following information for each Sold Container as of February 28,
2006:  (i) Container Indentification Number,
(ii) description and type, (iii) acquisition date, (iv) if subject to
a Lease, the identity of the Lessee, the related Lease number and Lease type,
the per diem rental in effect at month end, the Lease start and expiry dates,
whether an option to purchase such Sold Container has been granted and amount
for which any such purchase option may be exercised, and whether the Sold
Container is covered by Damage Protection Plan coverage, and (v) if not subject
to a Lease, its location and repair status.

(m)      Parent Financial Statements.The
Purchaser has been furnished with (i) the 2004 Form 10-K and the Parents
consolidated balance sheet as of December 31, 2004, including its consolidated
statements of income, retained earnings and cash flows for the fiscal year then
ended, and related footnotes, audited by KPMG LLP and (ii) the Form 10-Q of the
Parent and its consolidated subsidiaries as of, and for the nine months ended,
September 30, 2005. Such financial statements have been prepared in accordance
with GAAP applied on a consistent basis throughout the periods specified and
present fairly the financial positions of the Parent and its Subsidiaries as of
such date and the results of their respective operations for the year then
ended.

(n)      Governmental Consent. No consent,
approval or authorization of, or filing, registration or qualification with, any
Governmental Authority is or will be necessary or required on the part of the
Parent or the Seller in connection with the execution and delivery of this
Agreement or the sale and conveyance of the Sold Assets hereunder.

(o)      Investment Company Act; Public Utilities
Holding Company Act. The Seller is not (i) an investment company
or a company controlled by an investment company within the meaning
of the Investment Company Act of 1940, as amended, or (ii) a holding
company or a subsidiary company or an affiliate of
a holding company within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

(p)      Brokers or Finders. None of the Seller
nor any of its Affiliates has entered into any agreement or arrangement
entitling any agent, broker, investment banker, financial advisor or other firm
or Person to any brokers or finders fee or any other commission or
similar fee in connection with any of the transactions contemplated by this
Agreement, except those agents, brokers, investment bankers, financial advisors
or other firms or Persons, whose fees and expenses will be paid by the Seller or
an Affiliate of the Seller in accordance with the Sellers or such
Affiliates agreement with such firm.

(q)      ERISA Plan. The Seller has fully funded
any required contribution to any employee pension benefit plans, if
any, as such term is defined in Section 3(2) of ERISA.

(r)      Taxes. As of the Closing Date, the
Seller has filed, or has obtained an extension of time to file, returns for, and
paid in full, all material Taxes to the extent shown as due thereon. The Seller
has paid when due and payable all material Taxes on such returns and no Taxing
Authority has asserted, to its knowledge, any Lien against the Seller with
respect to the Sold Assets.

(s)      Ordinary Course. The transactions
contemplated by this Agreement and the other Related Documents constitute a
practical and reasonable course of action by the Seller designed to improve the
financial position of the Seller, with no contemplation of insolvency and with
no intent to hinder, delay or defraud any of its present or future creditors. No
sale hereunder is being or made with any intent to evade any Applicable Law.

(t)      Bulk Transfer Act. No sale, transfer,
assignment or conveyance of the Sold Assets by the Seller to the Purchaser
contemplated by this Agreement will be subject to the bulk transfer, transfer
tax, or any similar statutory provisions in effect in any applicable
jurisdiction.

(u)      Defaults. After giving effect to the
transactions entered into on the Closing Date, neither the Parent or the Seller
is in default with respect to (i) any recourse indebtedness or guarantees of
recourse indebtedness or (ii) any other contractual obligation that would have a
material adverse effect on the business or condition (financial or otherwise) of
such Person or on the ability of the Purchaser to enforce any assignment, sale,
transfer, conveyance or contribution hereunder.

(v)      Title to Sold Containers; All Action
Taken. Immediately prior to the sale of the Sold Assets by the Seller to the
Purchaser pursuant to the terms of this Agreement (or concurrently with the sale
as agreed in advance between the Seller and Purchaser), the Seller shall have
good and marketable title to such Sold Assets. Upon the sale of the Sold Assets
to the Purchaser pursuant to the terms of this Agreement, the Purchaser will
have good and marketable title to such Sold Assets free and clear of all Liens
other than Permitted Liens. Immediately after the sales and conveyances to the
Purchaser as contemplated in this Agreement, all necessary action will have been
taken by the Seller to validly sell, assign, transfer, deliver and convey to the
Purchaser all right, title and interest of the Seller in and to the Sold
Containers and the other Related Assets.

(w)      Specifications. The Sold Containers
were ordered pursuant to the standard specifications used by the Seller at the
time of order for containers purchased for its own account for that category of
container and, in addition, conformed to (i) the Customs Convention on
Containers, (ii) the International Convention for Safe Containers (CSC), and
(iii) the International Organization for Standardization.

(x)      Casualty Loss. Each Lease included in
the Sold Assets requires that in the event of a Casualty Loss after the Closing
Date that the Lessee must take one of the following actions: (i) restore or
repair the affected Sold Container to good repair, condition and working order,
(ii) replace the Sold Container with a like container of the same or later model
in good repair, condition and working order, or (iii) pay the lessor thereunder
the casualty value of such Sold Container.

(y)      No Violation of Leases. The sale and
conveyance to the Purchaser of the Sold Assets will not violate the terms or
provisions of any Lease included in the Sold Assets or any other agreement to
which the Seller then is a party or by which it is bound.

(z)      Rights to Leases. The rights with
respect to each Lease included in the Sold Assets are assignable by the Seller
without the consent of any Person other than consents which will have been
obtained on or before the Funding Date.

(aa)      Lessee Acceptance. With respect to
each Sold Container that is subject to a Lease on the Funding Date, the related
Lessee has received and taken possession of the Sold Container in satisfactory
condition and in proper working order as of the Funding Date and has had a
reasonable opportunity to inspect the Sold Container leased to it and has not
notified Seller of any defects therein.

(bb)      Lease Files. Each Lease included in
the Sold Assets is stored in the Managers (or applicable
Submanagers) offices at the address set forth in the Management Agreement
and are subject to its customary security and safekeeping procedures.

(cc)      Insurance. Each Lease included in the
Sold Assets requires the Lessee thereunder to insure each Sold Container against
all normally insurable risks (including, but not limited to, liability and loss
and damage) while the Sold Containers are under the control of such Person,
except in those cases where the Seller has permitted the Lessee to self-insure
such risk. All such insurance policies required to be maintained are in full
force and effect and are of a type customary for the Sold Container covered
thereby. Each such insurance policy is required to name the lessor under the
Lease as loss payee and as an additional insured.

(dd)      Master Lease Arrangements. In the case
of each Lease included in the Sold Assets which consists of a master lease and
one or more exhibits or schedules thereto, (i) the Seller has not assigned,
and will not assign, such master lease to the extent it relates to Sold
Containers, and has delivered physical possession (or, if such physical copy is
not available, a photocopy) of such master lease to the Manager (or the
applicable Submanager) for safekeeping, and (ii) such exhibits or schedules each
constitute a separate contractual lease obligation of the related Lessee.

(ee)      Chattel Paper. Other than with respect
to (i) the CAI Leases, (ii) the Master Equipment Lease Agreement relating to the
CAI Leases, and (iii) any originally executed counterpart of each Lease in the
possession of the Lessee, all originally executed counterparts of each Lease
included in the Sold Assets are in the possession of the Manager (or the
applicable Submanager).

(ff)      No Leases Intended as Security. No
Lease included in the Sold Assets sold on the Funding Date constitutes a Finance
Lease. No such Lease is a lease intended as security or is intended
to create . . . a security interest each as defined in Section
1-201(36) of the applicable UCC and the terms and conditions of each such Lease
are of such a nature that the Sold Container subject to such Lease would not be
considered property of the Lessee or its estate in the event of the insolvency
of the Lessee under any Federal or state applicable Insolvency Laws.

(gg)      Container Type. Each Sold Container is
of a Permissible Container Type.

(hh)      Lessees. No Lessee is a natural
person. No Lessee is an Affiliate of the Parent, the Seller or the Purchaser.

(ii)      [intentionally omitted]

(jj)      Dollars. With respect to all Leases
included in the Sold Assets, all rental and other payments required to be paid
pursuant to the terms of each such Lease, are payable in Dollars.

(kk)      Interpools Continued Leasing
Activities. Immediately after giving effect to the sale of the Sold Assets
pursuant to the terms of this Agreement, Interpool (directly or through its
Affiliates) will remain in the business of leasing and managing Containers.

(ll)      Lease Agreement. Substantially all of
the Lease Agreements included in the Sold Assets include terms substantially
similar to the forms of leases heretofore provided by the Seller and attached
hereto as Exhibits C-1 through C-5.

(mm)      OFAC. Other than pursuant to a license
issued by OFAC, no Sold Container is on lease, or sublease, to any Sanctioned
Person.

(nn)      Bankrupt Lessees. No Sold Container is
under lease to a bankrupt lessee as of the Funding Date.

(oo)      No Delinquencies. With respect to
Leases included in the Sold Assets, no more than $100,000 of unpaid lease
balances are more than 180 days delinquent.

(pp)      Compliance with Law. The Leases
included in the Sold Assets complied in all material respects at the time they
were originated or made and as of the Funding Date comply in all material
respects with all legal requirements of the jurisdiction in which they were
originated and of the United States.

(qq)      No Impairment. The Seller has duly
fulfilled all material obligations on its part to be fulfilled under or in
connection with each Lease included in the Sold Assets and has done nothing to
materially impair the rights of the Purchaser (including any beneficial
interest) in such Lease, the Sold Containers, the other Sold Assets or any
income or proceeds with respect thereto.

(rr)      No Proceedings. No proceedings or
investigations are pending or, to the best of Sellers knowledge,
threatened, before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality asserting the invalidity of any Lease
included in the Sold Assets, or seeking to prevent payment and performance of
any such Lease, or seeking any determination or ruling that could reasonably be
expected to have a material adverse effect on the validity or enforceability of
any Sold Asset and to Sellers knowledge no Sold Asset is the subject of
litigation to which the Seller is a party.

(ss)      Return of Sold Container. Each Lease
included in the Sold Assets provides for the return of the related Sold
Containers upon its termination and upon default by the associated Lessee
subject to Lessees purchase option rights as set forth on the List of
Containers.

(tt)      No Cash Deposits. No Lessee under a
Lease included in the Sold Assets has made a cash deposit to secure its
obligation to make future payments.

(uu)      LIMITATION ON REPRESENTATIONS AND
WARRANTIES. EXCEPT AS OTHERWISE SET FORTH HEREIN AND WITHOUT LIMITING THE
REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, THE SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES AS TO THE SOLD ASSETS, WHICH ARE BEING SOLD TO
PURCHASER AS IS, WHERE IS AND WITH ALL DEFECTS AT THE
FUNDING DATE. WITHOUT LIMITING ANY OTHER DISCLAIMERS OR LIMITATIONS HEREIN, THE
SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS
AND WARRANTIES WITH RESPECT TO THE SOLD ASSETS, INCLUDING BUT NOT LIMITED TO ANY
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE SELLER MAKE NO REPRESENTATION OR WARRANTY TO
PURCHASER WITH RESPECT TO (A) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE
DELIVERED TO OR MADE AVAILABLE TO PURCHASER OF FUTURE REVENUES, EXPENSES OR
EXPENDITURES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE
CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE SOLD
ASSETS OR (B) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO PURCHASER OR
ITS COUNSEL, ACCOUNTANTS, ADVISORS OR OTHER REPRESENTATIVES WITH RESPECT TO THE
SOLD ASSETS, EXCEPT AS EXPRESSLY COVERED BY A REPRESENTATION AND WARRANTY
CONTAINED IN SECTION 3.01(A) THROUGH (TT).

Section
3.02 Representations and Warranties of the Purchaser.

The
Purchaser hereby makes the following representations and warranties for the benefit of the
Parent and the Seller, on which the Parent and the Seller rely in selling the Sold Assets
to the Purchaser. Such representations and warranties speak as of the Closing Date and as
of the Funding Date and shall survive the Closing Date and the Funding Date.

(a)      Organization and Good Standing.
Purchaser is a Swiss corporation with power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is currently conducted, had at all relevant times, and now has, power,
authority, and legal right to acquire and own the Sold Assets and to conduct its
business as contemplated herein and to perform its obligations hereunder, and
has had the same legal name since its formation and does not do business under
any other name.

(b)      Due Qualification. The Purchaser is
duly qualified to do business, and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or
the conduct of its business requires such qualification, except to the extent
that the failure to be so qualified, licensed or approved would not, in the
aggregate, materially and adversely affect the ability of the Purchaser to
perform its obligations under and comply with the terms of this Agreement and
the Related Documents to which it is a party.

(c)      Power and Authority. The Purchaser has
the power and authority to execute and deliver this Agreement and the Related
Documents to which it is a party and to carry out its terms; the Purchaser has
the power and authority to acquire, and will have acquired whatever right title
and interest in the Sold Assets as was conveyed to it by Seller; and the
Purchaser has duly authorized, executed and delivered this Agreement and the
Related Documents to which it is a party.

(d)      Binding Obligations. This Agreement,
when duly executed and delivered by the other parties hereto or thereto, will
constitute a legal, valid, and binding obligation of the Purchaser enforceable
in accordance with its terms, subject as to enforceability to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors rights generally and to general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law).

(e)      No Violation. The consummation of the
transactions contemplated by and the fulfillment of the terms of this Agreement
(after giving effect to the transactions set forth herein and in the Related
Documents) will not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a default
under, the organizational documents of the Purchaser, or any term of any
indenture, agreement, mortgage, deed of trust or other instrument to which the
Purchaser is a party or by which its assets may be bound.

(f)      No Proceedings or Injunctions. There
are (i) no proceedings or investigations to which the Purchaser, or any
Affiliate of the Purchaser, is a party pending, or, to the knowledge of
Purchaser, threatened, before any court, regulatory body, administrative agency
or other tribunal or Governmental Authority (A) asserting the invalidity of this
Agreement, (B) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, or (C) seeking any determination or ruling that
would materially and adversely affect the performance by the Purchaser of its
obligations under, or the validity or enforceability of this Agreement and (ii)
no injunctions, writs, restraining orders, or other orders in effect against the
Purchaser that would adversely affect its ability to perform under this
Agreement.

(g)      Approvals. All approvals,
authorizations, consents, orders or other actions of any Person required to be
obtained by the Purchaser or, to the knowledge (without inquiry) of the
Purchaser, by any other party in connection with the execution and delivery of
this Agreement have been or will be taken or obtained on or prior to the Closing
Date.

(h)      Ordinary Course. The transactions
contemplated by this Agreement are being consummated by the Purchaser with no
contemplation of insolvency and with no intent to hinder, delay or defraud any
of its present or future creditors.

(i)      Compliance with Law. The Purchaser:

| | (i)     
is not in violation of (A) any laws, ordinances, governmental rules or
regulations (including, without limitation, any tax laws or regulations), or (B)
court orders to which it is subject;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     
has not failed to obtain any licenses, permits, franchises or other governmental
authorizations necessary to the ownership of its property or to the conduct of
its business including, without limitation, with respect to transactions
contemplated by this Agreement and the other Related Documents to which it is a
party; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)     
is not (after application of any cash proceeds received by it hereunder) in
violation in any respect of any term of any agreement, membership of
association, bye-law or other instrument to which it is a party or by which it
may be bound;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

in each case, which violation or
failure, individually or in the aggregate, could be reasonably be expected to materially
adversely affect: (1) its ability to perform its obligations under and comply with
the terms of this Agreement and any other Related Document, (2) its business or
condition (financial or otherwise), (3) any Lease included in the Sold Assets or the
enforceability thereof or (4) the interest of the Purchaser in any Sold Asset.

(j)      Governmental Consent. Assuming the
accuracy of the representations and warranties of the Seller and the Parent set
forth in Sections 3.01(n) and3.01(kk), no consent,
approval or authorization of, or filing, registration or qualification with, any
Governmental Authority is or will be necessary or required on the part of the
Purchaser in connection with the execution and delivery of this Agreement or the
sale and conveyance of the Sold Assets hereunder.

# ARTICLE IV.COVENANTS OF PARENT AND SELLERS

Section 4.01 Seller Covenants.

The Parent and the
Seller jointly and severally covenant and agree with the Purchaser that:

(a)      Financial Statements; Books and
Records. All financial statements of the Seller prepared after the Funding
Date shall disclose the effects of the transactions contemplated by this
Agreement and the Related Documents.

(b)      Compliance with Law. Insofar as they
relate to the Seller, the Seller will comply, in all material respects, with all
acts, rules, regulations, orders, decrees and directions of any Governmental
Authority applicable to the Sold Assets or any part thereof; provided, however,
that the Seller may contest any act, regulation, order, decree or direction in
any reasonable manner which shall not adversely affect the rights of the
Purchaser in the Sold Assets.

(c)      Defend Title to Sold Assets. Except for
the sale contemplated hereby, the Seller will not sell, and will do nothing to
impair the rights of the Purchaser in, the Sold Assets or any interest therein.
The Seller shall defend the right, title, and interest of the Purchaser and its
successors and permitted assigns in, to, and under the Sold Assets, against all
claims of third parties claiming through or under the Seller.

(d)      Notification of Breach. The Seller will
advise the Purchaser promptly, in reasonable detail, upon discovery of the
occurrence of any breach by the Seller of any of its representations, warranties
and/or covenants contained in any Related Document to which it is a party.

(e)      No Liens. Except for the sale
hereunder, the Seller will not pledge, assign or sell to any other Person or
grant, create, incur or assume any Lien, other than Permitted Liens of the type
identified in clauses (iii)-(v) of the definition of Permitted Liens, on any
Sold Assets.

(f)      Notice of Liens. The Seller shall
notify the Purchaser promptly after becoming aware of any Lien created by the
Seller, other than Permitted Liens of the type identified in clauses (iii)-(v)
of the definition of Permitted Liens, on the Sold Assets.

(g)      [intentionally omitted].

(h)      ERISA. The Seller agrees to indemnify,
defend and hold the Purchaser and its successors and assigns harmless from and
against any and all loss, liability, damage, judgment, claim, deficiency, or
expense (including, without limitation, interest, penalties, reasonable
attorneys fees and costs and amounts paid in settlement) to which the
Purchaser and its successors and assigns may become subject insofar as such
loss, liability, damage, judgment, claim, deficiency, or expense arises out of
any employee benefit plan or compensation arrangement of Seller, if any (whether
or not within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended, or otherwise maintained by the Seller or to
which the Seller has liability).

(i)      Ownership of Sold Assets. The Seller
agrees to take no action inconsistent with the ownership of the Sold Assets by
the Purchaser, to promptly indicate to all parties with a valid interest
inquiring as to the true ownership of the Sold Assets that the Sold Assets have
been sold to the Purchaser and to claim no ownership interest in the Sold
Assets.

(j)      Communications. The Seller will reply
to all inquiries by third parties with respect to the ownership of the Sold
Assets by indicating that it has assigned, sold and transferred all of such Sold
Assets to the Purchaser.

(k)      Marking of Records. The Seller shall
mark its master accounting and data processing records to evidence the sale of
the Sold Containers in the manner described in Section 2.03(b) hereof.

(l)      Accounting for Sales. The Parent shall
prepare its financial statements in accordance with GAAP. The Parent shall not
prepare any such financial statements that account for the transactions
contemplated in this Agreement in any manner other than as a sale of the Sold
Assets by the Seller to Purchaser, or in any other respect account for or treat
the transactions contemplated in this Agreement (including but not limited to
accounting) in any manner other than as a sale of the Sold Assets by the Seller
to the Purchaser.

(m)      Provision of Information. From time to
time, and upon reasonable request of the Purchaser, the Seller shall provide the
Purchaser with all information reasonably requested by such Person in connection
with the transaction contemplated herein and in the Related Documents.

(n)      Taxes and Other Liabilities. The Seller
shall promptly pay and discharge any material sales taxes or value added taxes,
which could result in a Lien on the Sold Assets if not paid, when due and
payable by Seller in connection with the transactions contemplated hereunder
except (i) such as may be paid thereafter without penalty or (ii) such
as may be contested in good faith by appropriate proceedings and for which an
adequate reserve has been established and is maintained in accordance with GAAP;
provided that enforcement of the taxes referred to in clauses (i) and (ii) above
that are being contested have been stayed during the pendency of each related
Proceeding. The Seller shall promptly notify the Purchaser of any material
challenge, contest or Proceeding pending by or against Seller before any Taxing
Authority which relates to the Sold Assets for the period prior to the Funding
Date.

(o)      [intentionally omitted].

(p)      No Alternative Transactions. From the
date of this Agreement until the Funding Date or, if earlier, such time as this
Agreement may be terminated pursuant to Article VI hereof, the Parent and
the Seller agree that none of the Parent, the Seller, any Affiliate of the
Seller or the Parent, or any of their respective representatives, will, directly
or indirectly, encourage any offers from, solicit, encourage, initiate, respond
to (other than by a bare statement, without further detail or explanation, that
they are not permitted to respond) or continue with any discussions or
negotiations with, or provide any information to, or enter into any agreements
or understandings with, any Person, other than the Purchaser and the
Purchasers representatives, concerning any sale or other transfer of any
of the Sold Assets.

(q)      Removal of Certain Permitted Liens Existing
As of the Funding Date. The Seller agrees that it shall take any action
necessary to remove any Permitted Liens of the type identified in clause (i) and
(ii) of the definition of Permitted Liens that existed on the Funding Date on or
before the Adjustment Date, to the extent that any amounts owing with respect to
such Permitted Liens are due and owing on or before such date. To the extent
that any such Permitted Liens remain after the Adjustment Date because any such
amounts were not due and owing before such date, the Seller agrees that it shall
take the action necessary to remove any such Permitted Liens remaining within
ten (10) Business Days from the date that such amounts become due and payable.

# ARTICLE V.CONDITIONS PRECEDENT

Section 5.01
Conditions to Purchasers Obligations.

The obligations of
the Purchaser to acquire Sold Assets on the Funding Date shall be subject to the
satisfaction (or waiver thereof by the Purchaser) of the following conditions:

(a)      All representations and warranties of all of
the Parent and the Seller contained in this Agreement shall be true and correct
on the Funding Date (unless such representation or warranty is specifically
limited to an earlier date) with the same effect as though such representations
and warranties had been made on such date (except to the extent of changes
resulting from transactions contemplated or permitted by this Agreement and
changes occurring in the ordinary course of business which singly or in the
aggregate shall not have a materially adverse effect on the financial condition
of the Parent and except to the extent that such representations and warranties
relate expressly to an earlier date);

(b)      The Container Representations and Warranties
shall be true and correct in all material respects;

(c)      The Parent and the Seller shall have performed
all other obligations required to be performed by the provisions of this
Agreement and the other Related Documents to which it is a party (except to the
extent the failure of the Parent or the Seller to perform such obligations
singly or in the aggregate shall not have a materially adverse effect on the
ability of the Seller and the Parent to perform their obligations under this
Agreement);

(d)      All conditions precedent to the lenders
obligations to make the loan under the Fortis Financing shall have been
satisfied, other than any condition precedent concerning the making of equity
contributions by Purchaser to PRB Limited; provided, that, any failure to
satisfy this Section 5.01(d) shall not result from the failure of the
Purchaser or PRB Limited to use their commercially reasonable efforts to satisfy
those conditions precedent;

(e)      All corporate and legal proceedings and all
instruments in connection with the transactions contemplated by this Agreement
shall be reasonably satisfactory in form and substance to the Purchaser, and the
Purchaser shall have received from the Seller and the Parent copies of all
documents (including, without limitation, records of corporate proceedings)
relevant to the transactions herein contemplated as the Purchaser may reasonably
have requested (except to the extent the failure of the Parent or the Seller to
deliver such documentation singly or in the aggregate shall not have a
materially adverse effect on the ability of the Seller and the Parent to perform
their obligations under this Agreement);

(f)      Each of the Related Documents shall have been
duly and properly authorized, executed and delivered by the respective parties
thereto and shall be in full force and effect on and as of the Funding Date.
Executed original counterparts of each of the Related Documents, as executed and
delivered by the respective parties thereto, shall have been delivered to the
Purchaser;

(g)      The Seller shall deliver to the Purchaser wire
transfer instructions in reasonable detail with respect to the payment of the
Final Purchase Price substantially as set forth in Schedule 2
attached hereto (or as otherwise instructed by the Seller; and

(h)      No later than the Funding Date, the Purchaser
shall have received legal opinions from counsel to the Parent and the Seller, in
form and substance satisfactory to the Purchaser and its counsel, which opinions
may be from in-house counsel.

Section 5.02
Conditions to the Sellers Obligations.

The obligations of
the Seller to convey and contribute the Sold Assets on the Funding Date shall be
subject to the satisfaction (or waiver thereof by Seller) of the following
conditions:

(a)      All representations and warranties of the
Purchaser contained in this Agreement shall be true and correct with the same
effect as though such representations and warranties had been made on such date;

(b)      All corporate and legal proceedings and all
instruments in connection with the transactions contemplated by this Agreement
shall be satisfactory in form and substance to the Seller, and the Seller shall
have received from the Purchaser copies of all documents (including without
limitation records of corporate proceedings) relevant to the transactions herein
contemplated as the Seller may reasonably have requested;

(c)      Each of the Related Documents shall have been
duly and properly authorized, executed and delivered by the respective parties
thereto and shall be in full force and effect on and as of the Funding Date.
Executed original counterparts of each of the Related Documents, as executed and
delivered by the respective parties thereto, shall have been delivered to the
Seller;

(d)      The Sellers receipt of the Net Final
Purchase Price; and

(e)      No later than the Funding Date, the Seller
shall have received legal opinions from counsel to the Purchaser, in form and
substance satisfactory to the Seller and its counsel.

Notwithstanding the foregoing
conditions precedent, upon the making of (or purporting to make) a sale of Sold Assets
hereunder, and the Sellers acceptance of the Final Purchase Price, all of the
Sellers rights under this Agreement (and by operation of law) shall vest in the
Seller, whether or not the conditions precedent to such sale were in fact satisfied.

# ARTICLE VI.TERMINATION

Section 6.01
Termination.

This Agreement may
be terminated and the transactions contemplated by this Agreement may be
abandoned at any time after the date of this Agreement and prior to the Funding
Date:

(a)      by the Purchaser if the Purchaser is unable,
despite its commercially reasonable efforts to satisfy the conditions precedent
to the Fortis Financing that are within the Purchasers control, to secure
the Fortis Financing prior to the Funding Date; or

(b)      by any of the Purchaser, Seller or Parent if
(i) a law shall have been enacted, entered or promulgated prohibiting the
consummation of the transactions contemplated hereby or (ii) a judgment
shall have been entered permanently restraining, enjoining or otherwise
prohibiting the consummation of the transactions contemplated hereby, and such
judgment shall have become final and non-appealable and the party seeking to
terminate this Agreement pursuant to this Section 6.01(b)(ii) shall have
used its best efforts to remove such judgment; and

(c)      by any of Purchaser, Seller or Parent upon a
material breach by any other party of any of its obligations under this
Agreement, which breach has not been cured within 7 days after notice thereof
has been provided to such other party; providedthat there shall be no
right to terminate if such breach was caused, in whole or in part, by a material
breach by the party seeking to terminate this Agreement pursuant to this
Section 6.01(c).

Section 6.02 Effect
of Termination; Liquidated Damages.

(a)      If this Agreement is terminated as permitted
under Section 6.01, such termination shall be without liability to any
party or their respective Affiliates or representatives, and following such
termination neither party shall have any liability under this Agreement or
relating to the transactions contemplated by this Agreement; provided
that no such termination shall relieve any party that has willfully breached any
provision of this Agreement from liability for such breach, and any such
breaching party shall remain fully liable for any and all damages incurred or
suffered by the other parties as a result of such breach.

(b)      In the event that (x) the conditions to the
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement pursuant to Section 5.01 have all been satisfied and (y) none
of the events described in Section 6.01 which would give the Purchaser a
right to terminate this Agreement have occurred and any applicable cure period
has expired and (z) the Purchaser refuses to consummate the Funding, the Seller
shall, in lieu of any other damages or remedy for such breach or breaches that
may be available to the Seller or the Parent (which the Seller and the Parent
shall be deemed to have irrevocably waived upon the Sellers receipt of the
liquidated damages amount specified below) and in satisfaction of all claims the
Seller and/or the Parent may have arising under or relating to this Agreement of
any nature whatsoever, be entitled to liquidated damages in the amount of
$10,000,000. In the event that (x) the conditions to the obligations of the
Seller to consummate the transactions contemplated by this Agreement pursuant to
Section 5.01 have all been satisfied and (y) none of the events described
in Section 6.01 which would give the Seller a right to terminate this
Agreement have occurred and any applicable cure period has expired and (z) the
Seller refuses to consummate the Funding, the Purchaser shall, in lieu of any
other damages or remedy for such breach or breaches that may be available to the
Purchaser (which the Purchaser shall be deemed to have irrevocably waived upon
the Purchasers receipt of the liquidated damages amount specified below)
and in satisfaction of all claims the Purchaser may have arising under or
relating to this Agreement of any nature whatsoever, be entitled to liquidated
damages in the amount of $10,000,000. THE PARTIES HERETO AGREE THAT IT WOULD BE
IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED
AS A RESULT OF THE OTHER PARTY OR PARTIES FAILURE TO COMPLETE THE PURCHASE
AND SALE CONTEMPLATED BY THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES
EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR
IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH THE
RESPECTIVE PARTIES HERETO WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES
ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A
FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES.

(c)     (i)     The Purchaser
agrees that on the Closing Date (or, in any event, within one (1) Business Day
thereof), it shall pay in escrow to the Escrow Agent, for the benefit of the
Seller, a security deposit of $10,000,000 to secure the payment of liquidated
damages pursuant to Section 6.02(b) (the Purchaser
Deposit). In the event the Seller is entitled to liquidated damages as
set forth in Section 6.02(b), the Purchaser Deposit shall be paid to the
Seller, which amount shall be in satisfaction of the liquidated damages due to
the Seller in accordance with the provisions of Section 6.02(b). In the
event the Sale Agreement is terminated as a result of (A) the occurrence of the
events described in
Section 6.01, or (B) the failure of either of the Purchaser or the Seller
to meet the conditions of Sections 5.01 and 5.02, as
applicable, the Purchaser Deposit shall be returned to the Purchaser. To the
extent the Purchaser pays the Net Final Purchase Price on the Funding Date, the
Purchaser Deposit shall be paid to the Seller.

(ii)     
The Seller agrees that on the Closing Date (or, in any event, within one (1)
Business Day thereof), it shall pay in escrow to the Escrow Agent, for the
benefit of the Purchaser, a deposit of $10,000,000 to secure the payment of
liquidated damages pursuant to Section 6.02(b) (the Seller
Deposit). In the event the Purchaser is entitled to liquidated damages
as set forth in Section 6.02(b), the Seller Deposit shall be paid to the
Purchaser, which amount shall be in satisfaction of the liquidated damages due
to the Purchaser in accordance with the provisions of Section 6.02(b). In
the event the Sale Agreement is terminated as a result of (A) the occurrence of
the events described in Section 6.01, or (B) the failure of either of the
Purchaser or the Seller to meet the conditions of Sections 5.01
and 5.02, as applicable, the Seller Deposit shall be returned to the
Seller. To the extent the Purchaser pays the Net Final Purchase Price on the
Funding Date, the Seller Deposit shall be returned to the Seller.

(iii)      Notwithstanding anything to the contrary
contained in this Section 6.02(c), the Seller and the Purchaser agree
that all amounts distributed pursuant to this Section 6.02(c) shall be
distributed in accordance with the terms of the Escrow Letter.

# ARTICLE VII.INDEMNIFICATION PAYMENTS

Section 7.01 By the
Seller.

(a)      Subject to subsections (b) and (c) of this
Section 7.01, Parent and Seller shall, jointly and severally,
indemnify and hold harmless Purchaser, its Affiliates, officers, directors,
employees, agents, successors, and assigns and related entities from, and
reimburse them for any, loss, cost deficiency, demand, assessment, expense
(including all reasonable legal and expert fees and expenses), damage (including
damages to Persons, property or the environment), liability, fines, penalties or
claims but not including consequential, punitive or special damages
(collectively, the Indemnified Costs) arising out of or
resulting from:

| | (i)     
(a) any breach of any representation or warranty made by Parent or Seller in
this Agreement other than those set forth in Sections 3.01(d) and
3.01(v); and (b) any Parents or Sellers breach of or failure
to perform any of its covenants or agreements contained in or made pursuant to
this Agreement other than those set forth in Section 4.01(c);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     
the ownership, possession, control, use, maintenance, leasing or operation of
the Sold Assets or the financing, sale, transfer or assignment of the Sold
Assets, in each case prior to the Funding Date;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)     
any failure to comply with the terms and conditions of any applicable bulk sales
or bulk transfer or similar laws that may be applicable to the bulk sale or bulk
transfer of the Sold Assets;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)     
any Liens accruing prior to the Funding Date of the type described in clauses
(i) and (ii) of the definition of Permitted Lien herein; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)     
any breach of any representation, warranty or covenant made by Parent or Seller
in Sections 3.01(d), 3.01(v), 4.01(c) or 4.01(n).
| | ------------------------------------------------------------------------------------------------------------------------------------------

(b)      Notwithstanding the foregoing, the Seller
shall have no liability:

| | (i)     
to the extent of any insurance or other recovery received by a Person entitled
to indemnification under Section 7.01(a) in respect of an
Indemnified Cost (an Offsetting Recovery) (provided that the
net present value of all actual increases (in the following year) in insurance
premiums which are directly attributable to any such Indemnified Cost (the
Premium Recapture) is deducted from any such Offsetting
Recovery for purposes of this Section 7.01(b)(i), provided further,
however, that the Premium Recapture shall not exceed the amount of the
Offsetting Recovery); and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     
to the extent that Purchaser or any Affiliate thereof realizes a Tax Benefit on
or before the fourth anniversary of the Closing Date which is directly
attributable to such Indemnified Cost.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)      Notwithstanding the foregoing, the Seller
shall have no liability for indemnification pursuant to
Section 7.01(a)(i) or (ii) unless the aggregate of all
Indemnified Costs under Section 7.01(a)(i) or (ii) for which
the Seller would, but for this subsection (c), be liable exceeds on a cumulative
basis an amount equal to one million Dollars ($1,000,000), in which case the
Sellers liability shall be only for such excess, nor shall the Seller be
liable for any such Indemnified Costs that, when added to the amounts that
Seller has otherwise paid pursuant to Section 7.01(a)(i) or
(ii), exceed the amount of seventy-five million Dollars ($75,000,000).
The Seller shall not be liable to pay Indemnified Costs more than once with
respect to an Indemnified Cost resulting from the same facts, events or
circumstances, even if such facts, events or circumstances constitute a breach
of any representations and warranties for which Seller shall or would but for
this provision be obligated to pay Indemnified Costs hereunder, provided,
however, the Seller shall be liable to pay for Indemnified Costs that arise out
of the same facts, events or circumstances when the Indemnified Costs resulting
from such facts, events or circumstances that are not duplicative or result in
damages, costs or liabilities that were not indemnified pursuant to the first
such indemnification payment.

Section 7.02 By Purchaser.

(a)      Subject to subsections (b) and (c) of this
Section 7.02, Purchaser shall indemnify and hold Parent, the Seller,
and their Affiliates, officers, directors, employees, agents, successors, and
assigns, and related entities from, and reimburse them for, Indemnified Costs
arising or resulting from:

| | (i)     
any breach of any representation or warranty made by Purchaser in this
Agreement;
| | ------------------------------------------------------------------------------------------

| | (ii)     
Purchasers breach of or failure to perform any of its covenants or
agreements contained in or made pursuant to this Agreement (except to the extent
clauses (iii) or (iv) shall apply);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)     
any loss, cost, demand, assessment, expense, damage, liability, fine, penalty or
claim relating to the Sold Assets and accruing on or after the Funding Date;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)     
the ownership, possession, control, use, maintenance, leasing or operation of
the Sold Assets or the financing, sale, transfer or assignment of the Sold
Assets, in each case from and after the Funding Date, including any liability
arising under Tax, securities or other Applicable Laws in connection with the
ownership, possession, control, use, maintenance, leasing, operation, financing,
sale, transfer or assignment of the Sold Assets.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)      Notwithstanding the foregoing, the Purchaser
shall have no liability to the extent that the Parent, the Seller or any
Affiliate thereof realizes a Tax Benefit which is directly attributable to such
Indemnified Cost on or before the fourth anniversary of the Funding Date or
receives insurance or other recovery in respect of an Indemnified Cost. In
addition, notwithstanding the foregoing, the Purchaser shall have no liability
to the extent that any Indemnified Cost is caused by or arises from any
non-compliance with or breach of any covenant or agreement of Parent, Seller or
any Affiliate thereof (including CAI) contained in the Management Agreement.

(c)      Notwithstanding the foregoing, Purchaser shall
have no liability for indemnification pursuant to
Section 7.02(a)(i) or (ii) unless the aggregate of all
Indemnified Costs under Section 7.02(a)(i) or (ii) for which
Purchaser would, but for this subsection (c), be liable exceeds on a cumulative
basis an amount equal to one million Dollars ($1,000,000), in which case
Purchasers liability shall be only for such excess, nor shall Purchaser be
liable for any such Indemnified Costs that, when added to the amounts that
Purchaser has otherwise paid pursuant to Section 7.02(a)(i) or
(ii), exceed the amount of seventy-five million Dollars ($75,000,000).
Purchaser shall not be liable to pay Indemnified Costs more than once with
respect to an Indemnified Cost resulting from the same facts, events or
circumstances, even if such facts, events or circumstances constitute both an
Assumed Liability and a breach of any representations and warranties for which
Purchaser shall or would but for this provision be obligated to pay Indemnified
Costs hereunder, provided, however, Purchaser shall be liable to pay for
Indemnified Costs that arise out of the same facts, events or circumstances when
the Indemnified Costs resulting from such facts, events or circumstances that
are not duplicative or result in damages, costs or liabilities that were not
indemnified pursuant to the first such indemnification payment.

Section
7.03 Indemnification Procedure.

(a)      Any Person claiming indemnification pursuant
to this Agreement shall promptly notify the indemnifying party in writing of the
occurrence of any event that such party asserts is or may be an indemnifiable
event pursuant to this Agreement and shall describe in reasonable detail the
facts, events and circumstances relating to the subject matter of such claim and
the amount (if reasonably calculable) of the Indemnified Costs in connection
therewith. If such event involves the claim of any third party, the indemnifying
party shall be entitled to participate in and, to the extent it shall wish,
assume control over (in which case the indemnifying party shall assume all
expense with respect to) the defense, settlement, adjustment or compromise of
such claim.

(b)      The indemnified party shall have the right to
employ separate counsel in any action or claim and to participate in the defense
thereof at the expense of the indemnifying party only (i) if the retention of
such counsel has been specifically authorized by the indemnifying party or (ii)
if the counsel is retained because the indemnifying party does not notify the
indemnified party within 60 days after receipt of a claim notice that it elects
to undertake the defense thereof.

(c)      The indemnifying party shall obtain the prior
written approval of the indemnified party before entering into any settlement,
adjustment, or compromise of such claim or ceasing to defend against such claim
that provides for any relief other than the payment of monetary damages with
respect to the indemnified party.

(d)      If the indemnifying party does not assume
control over the defense of such claim as provided in
Section 7.03(a) within 60 days of receipt of notice thereof, the
indemnified party shall have the right to defend the claim in such manner as it
may deem appropriate and to settle, adjust, or compromise such claim and shall
not thereby waive any right to indemnification hereunder.

(e)      In the event that the indemnifying party
reimburses the indemnified party for any third party claim, the indemnified
party shall remit to the indemnifying party any reimbursement that the
indemnified party subsequently receives for such third party claim.

(f)      Any matter as to which a claim has been
asserted by written notice in accordance with Section 7.03(a) to the
indemnifying party that is pending or unresolved at the end of any applicable
survival period shall continue, to the extent permitted by law, to be covered by
this Article VII notwithstanding any applicable statute of
limitations (which the parties hereby toll with respect to each other) or the
expiration of such survival period until such matter is finally terminated or
otherwise resolved by the parties under this Agreement or by a court of
competent jurisdiction and any amounts payable hereunder are finally determined
and paid.

(g)      The right to indemnification pursuant to this
Section 7.03 shall not be affected by any investigation conducted
with respect to, or any knowledge acquired (or capable of being acquired) at any
time, whether before or after the execution and delivery of this Agreement or
the Funding Date, with respect to the accuracy or inaccuracy of or compliance
with, any representation, warranty, covenant or obligation.

Section
7.04 Indemnification Period.

Notwithstanding
anything else contained herein to the contrary, no claim for indemnification
hereunder may be presented by any party hereto after the third anniversary of
the Funding Date except that there is no time limitation with respect to claims
by Purchaser for indemnification under Section 7.01(a)(v).

Section 7.05
Exclusivity.

The indemnification
provided in this Article VII shall be the exclusive remedy for a
breach of any representation or warranty in this Agreement provided that no
party hereto shall be deemed to have waived any right of recourse (whether a
claim under this
Article VII or otherwise) arising from fraudulent conduct of any other party
hereto.

# ARTICLE VIII.MISCELLANEOUS PROVISIONS

Section 8.01
Amendment.

This
Agreement may be amended in writing from time to time by the Parent, the Seller and the
Purchaser.

Section 8.02
GOVERNING LAW.

THIS AGREEMENT
SHALL BE CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, INCLUDING NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND
5-1402, BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF
LAW AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 8.03
CONSENT TO JURISDICTION.

ANY LEGAL SUIT,
ACTION OR PROCEEDING AGAINST ANY OF THE SELLER, THE PARENT OR THE PURCHASER
ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED
HEREBY, MAY, AT THE OPTION OF THE PURCHASER, BE INSTITUTED IN ANY FEDERAL OR
STATE COURT IN THE STATE OF NEW YORK AND EACH OF THE SELLER, THE PARENT OR THE
PURCHASER HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE
PURPOSES OF ENFORCING THIS AGREEMENT, EACH OF THE SELLER, THE PARENT OR THE
PURCHASER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN
ANY SUCH SUIT, ACTION OR PROCEEDING. THE SELLER HEREBY IRREVOCABLY APPOINTS AND
DESIGNATES INTERPOOL, INC., HAVING AN ADDRESS AT 633 THIRD AVENUE, NEW YORK, NEW
YORK 10017, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT
FOR THE LIMITED PURPOSE OF ACCEPTING SERVICE OF LEGAL PROCESS AND THE SELLER
AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE
OF SUCH PROCESS ON SUCH PERSON. THE PURCHASER HEREBY IRREVOCABLY APPOINTS AND
DESIGNATES CT CORPORATION SYSTEM HAVING AN ADDRESS AT 111 EIGHTH AVENUE, NEW
YORK, NEW YORK 10011, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY
AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING SERVICE OF LEGAL PROCESS
AND THE PURCHASER AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL
CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. EACH OF THE SELLER
AND THE PURCHASER SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH
AUTHORIZED AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THIS AGREEMENT SHALL HAVE BEEN
PAID IN FULL IN IMMEDIATELY AVAILABLE FUNDS. IF SUCH AGENT SHALL CEASE TO SO
ACT, EACH OF THE SELLER OR THE PURCHASER, AS THE CASE MAY BE, SHALL IMMEDIATELY
DESIGNATE AND APPOINT ANOTHER SUCH AGENT SATISFACTORY TO THE OTHER PARTY AND
SHALL PROMPTLY DELIVER TO SUCH OTHER PARTY EVIDENCE IN WRITING OF SUCH OTHER
AGENTS ACCEPTANCE OF SUCH APPOINTMENT.

Section 8.04
JURISDICTION.

(a)
     FORUM CONVENIENCE AND ENFORCEMENT ABROAD

EACH OF THE PARTIES
HERETO:

| | (i)     WAIVES OBJECTION TO THE COURTS OF NEW YORK ON
GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS REGARDS PROCEEDINGS IN CONNECTION
WITH THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS AND
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     AGREES THAT A JUDGMENT OR ORDER OF A COURT OF
NEW YORK IN CONNECTION WITH THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS IS
CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY
OTHER JURISDICTION.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)
     NON-EXCLUSIVITY

| | NOTHING IN THIS SECTION 8.04 LIMITS THE RIGHT OF ANY PARTY HERETO TO
BRING PROCEEDINGS AGAINST ANY OF THE PARTIES HERETO IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER RELATED DOCUMENTS:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)     IN ANY OTHER COURT OF COMPETENT JURISDICTION; OR
| | --------------------------------------------------------

| | (ii)     CONCURRENTLY IN MORE THAN ONE JURISDICTION.
| | ----------------------------------------------------

Section 8.05
Judgment Currency.

Dollars shall be the
currency of account in the case of all obligations under this Agreement and the
Related Documents. The payment obligations under the Related Documents shall not
be discharged by an amount paid in a currency, or in a place other than that
specified with respect to such obligations, whether pursuant to a judgment or
otherwise, to the extent that the amount so paid on prompt conversion to Dollars
and transfer to the specified place of payment under normal banking procedures
does not yield the amount of Dollars, in such place, due under the governing
Related Documents. In the event that any payment, whether pursuant to a judgment
or otherwise, upon conversion and transfer does not result in payment of such
amount of Dollars in the specified place of payment, the obligee of such payment
shall have a separate cause of action against the party making the same for the
additional amount necessary to yield the amount due and owing under such Related
Documents. If, for the purpose of obtaining a judgment in any court with respect
to any obligation of a party under any of the Related Documents or any of the
agreements contemplated thereby, it shall be necessary to convert to any other
currency any amount in Dollars due thereunder and a change shall occur between
the rate of exchange applied in making such conversion and the rate of exchange
prevailing on the date of payment of such judgment, the respective judgment
debtor agrees to pay such additional amounts (if any) as may be necessary to
insure that the amount paid on the date of payment is the amount in such other
currency which, when converted into Dollars and transferred to New York, New
York, in accordance with normal banking procedures will result in the amount
then due under the respective Related Document in Dollars. Any amount due from
the respective judgment debtor shall be due as a separate debt and shall not be
affected by or merged into any judgment being obtained for any other sum due
under or in respect of any Related Document. In no event, however, shall the
respective judgment debtor be required to pay a larger amount in such other
currency, at the rate of exchange in effect on the date of payment than the
amount of Dollars stated to be due under the respective Related Document, so
that in any event the obligations of the respective judgment debtor under the
Related Document will be effectively maintained as Dollar obligations.

Section 8.06
Notices.

All demands,
notices, and communications under this Agreement shall be in writing personally
delivered, or sent by facsimile (with subsequent telephone confirmation of
receipt thereof) or sent by overnight courier service, at the following address:
(a) if to the Parent or the Seller, at 211 College Road East, Princeton, New
Jersey 08540, or by fax to 609-452-8211, Attention: Chief Financial Officer; and
(b) if to the Purchaser, at Industriestrasse 6, 6301 Zug, Switzerland, or by fax
to 011-41-41-710-9383, Attention: Heinz Roth with a copy to Hakman Capital
Corporation, 1350 Bayshore Highway, Suite 700, Burlingame, California 94010, or
by fax to 650-348-6872, Attention: J. David Hakman. Notice shall be effective
and deemed received (i) upon receipt, if sent by courier, (ii) upon receipt of
confirmation of transmission, if sent by facsimile or telecopy, or (iii) when
delivered, if delivered by hand. Either party may alter the address to which
communications are to be sent by giving notice of such change of address in
conformity with the provisions of this Section 8.06 for giving notice and
by otherwise complying with any applicable terms of this Agreement.

Section 8.07
Severability of Provisions.

If any one or more
of the covenants, agreements, provisions, or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants,
agreements, provisions, or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement.

Section 8.08
Assignment.

This Agreement may
not be assigned by the Parent or any Seller without the prior written consent of
the Purchaser. This Agreement may not be assigned by the Purchaser without the
prior written consent of the Seller; provided, that the Purchaser may charge,
assign, pledge or hypothecate all or a portion of its rights under this
Agreement to its Affiliates, their lenders and/or their agents (provided that no
such assignment shall release the Purchaser from its obligations hereunder).

Section 8.09
Further Assurances.

Each party hereto
agrees to do such further acts and things and to execute and deliver the
additional assignments, agreements, powers and instruments as are reasonably
required to carry into effect the purposes of this Agreement or to better assure
and confirm unto the such other parties its rights, powers and remedies
hereunder.

Section 8.10
No Waiver; Cumulative Remedies.

No failure to
exercise and no delay in exercising, on the part of the Purchaser, the Parent or
any Seller, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise hereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privilege provided by law.

Section 8.11
Counterparts.

This Agreement may
be executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which shall
constitute one and the same instrument.

Section 8.12
Binding.

This Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.

Section 8.13
Merger and Integration.

Except as
specifically stated otherwise herein, this Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and all
prior understandings, written or oral, are superseded by this Agreement. This
Agreement may not be modified, amended, waived or supplemented except as
provided herein.

Section 8.14
Headings.

The headings herein
are for purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.

Section 8.15
Schedules and Exhibits.

The schedules and
exhibits attached hereto and referred to herein shall constitute a part of this
Agreement and are incorporated into this Agreement for all purposes.

Section 8.16
WAIVER OF JURY TRIAL.

EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY
RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING
(WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM,
ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT,
INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR
THEREOF.

Section 8.17
Waiver of Immunity.

To the extent that
any party hereto or any of its property is or becomes entitled at any time to
any immunity on the grounds of sovereignty or otherwise from any legal actions,
suits or proceedings, from set-off or counterclaim, from the jurisdiction or
judgment of any competent court, from service of process, from execution of a
judgment, from attachment prior to judgment, from attachment in aid of
execution, or from execution prior to judgment, or other legal process in any
jurisdiction, such party, for itself and its successors and permitted assigns
and its property, does hereby irrevocably and unconditionally waive, and agrees
not to plead or claim, any such immunity with respect to its obligations,
liabilities or any other matter under or arising out of or in connection with
this Agreement, the other Related Documents or the subject matter hereof or
thereof, subject, in each case, to the provisions of the Related Documents and
mandatory requirements of applicable law.

Section 8.18
Costs And Expenses.

The Parent and the
Seller will pay all reasonable expenses incident to the performance of its
obligations under this Agreement.

Section 8.19
Survival of Representations.

The respective
agreements, representations, warranties, covenants, indemnities and other
statements by the Parent and the Seller set forth in or made pursuant to this
Agreement shall, except as provided in Section 7.04 hereof, remain in
full force and survive until the third anniversary of the Closing.

Section 8.20
Signatures.

Any signature
required with respect to this Agreement may be provided via facsimile or by
electronic means and shall in either case be equally effective as the delivery
of an originally executed counterpart.

[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF,
the Seller, the Parent and the Purchaser have caused this Agreement to be duly
executed by their respective officers as of the day and year first above
written.

| | THE PURCHASER
P&R EQUIPMENT AND FINANCE CORP
| | --------------------------------------------

| | By: | 
| | --- | 

| | Name: | 
| | ----- | 

| | Title: | 
| | ------ | 

| | THE SELLER
INTERPOOL CONTAINERS LIMITED
| | ---------------------------------------

| | By: | 
| | --- | 

| | Name: | 
| | ----- | 

| | Title: | 
| | ------ | 

| | THE PARENT
INTERPOOL, INC.
| | --------------------------

| | By: | 
| | --- | 

| | Name: | 
| | ----- | 

| | Title: | 
| | ------ | 

EXHIBIT A-1

LIST OF CONTAINERS (INTERPOOL CONTAINERS LIMITED)

EXHIBIT A-2

LIST OF CONTAINERS (CAI)

EXHIBIT A-3

SUBSTITUTE LIST OF CONTAINERS

EXHIBIT B

CONTAINER SALE CERTIFICATE

Interpool Containers
Limited (the Seller) and P&R Equipment and Finance Corp
(together with its successors and permitted assigns, the
Purchaser), pursuant to the Sale Agreement, dated as of March
14, 2006 (as amended, restated, modified and supplemented, the
Agreement), among Interpool, Inc., the Seller, and the
Purchaser, hereby confirm their understandings with respect to the sale by
Seller to the Purchaser of the containers listed on Schedule 1-A and
1-B attached hereto (the Sold Containers) and Related
Assets as of March __, 2006. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Agreement.

For and in
consideration of the sum of One United States Dollar (US$1.00) and other
valuable consideration, receipt of which is hereby acknowledged, the Seller
hereby assigns, conveys, sells, grants, delivers, sets over and transfers to the
Purchaser and its successors and assignees forever all of the Sellers
right, title and interest in, to, and under the Sold Containers and Related
Assets to have and to hold the Sold Containers and Related Assets for its and
their use forever. For the avoidance of doubt, it is understood and agreed that
all revenue (including lease payments) attributable to the Sold Assets prior to
the Cut-Off Date shall be for the account of the Seller and all revenue
(including lease payments) attributable to the Sold Assets from and after the
Cut-Off Date shall be for the account of the Purchaser.

The Seller and
Parent hereby jointly and severally warrant to the Purchaser and its successors
and assigns that there is hereby conveyed to the Purchaser on the date hereof
title to the Sold Containers and Related Assets free and clear of any Liens
other than Permitted Liens, and that the Seller and Parent will, jointly and
severally, warrant and defend such title forever against all claims and demands.

The Seller and
Parent hereby, jointly and severally, certify that:

1.       As of the Funding Date, both before
and after giving effect to the sale contemplated on the Funding Date, the Seller
was not insolvent under the Insolvency Law and will not be rendered insolvent by
the transactions contemplated hereby; the Seller is paying its debts as they
become due; and, after giving effect to the transactions contemplated hereby,
will have adequate capital to conduct its business.

2.       Each Sold Container complies with
the Container Representations and Warranties made by the Seller pursuant to the
Agreement.

3.       Seller has, or contemporaneously
with the sale contemplated by this Container Sale Certificate it will have,
delivered all of the documents required by the Agreement and completed all of
the actions required by the Agreement.

4.       After giving effect to the sale
contemplated hereby, the Purchaser will be the owner of each Sold Container
listed on the List of Containers attached hereto as Schedule 1-A and
1-B.

5.       The information set forth on the
List of Containers with respect to each of the Sold Containers is true and
correct.

EXCEPT AS OTHERWISE
SET FORTH HEREIN AND WITHOUT LIMITING THE REPRESENTATIONS AND WARRANTIES SET
FORTH HEREIN, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SOLD
ASSETS, WHICH ARE BEING SOLD TO PURCHASER AS IS, WHERE
IS AND WITH ALL DEFECTS AT THE FUNDING DATE. WITHOUT LIMITING ANY OTHER
DISCLAIMERS OR LIMITATIONS HEREIN, THE SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND
ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOLD
ASSETS, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY
WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKE NO
REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO (A) ANY PROJECTIONS,
ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO PURCHASER OF
FUTURE REVENUES, EXPENSES OR EXPENDITURES, FUTURE RESULTS OF OPERATIONS (OR ANY
COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY
COMPONENT THEREOF) OF THE SOLD ASSETS OR (B) ANY OTHER INFORMATION OR DOCUMENTS
MADE AVAILABLE TO PURCHASER OR ITS COUNSEL, ACCOUNTANTS, ADVISORS OR OTHER
REPRESENTATIVES WITH RESPECT TO THE SOLD ASSETS, EXCEPT AS EXPRESSLY COVERED BY
A REPRESENTATION AND WARRANTY CONTAINED IN SECTION 3.01(A) THROUGH
(TT).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

All terms and conditions of
the Agreement with respect to the Purchaser, the Seller, the Parent and the Sold
Assets are hereby ratified, confirmed and incorporated herein.

| | THE PURCHASER
P&R EQUIPMENT AND FINANCE CORP
| | --------------------------------------------

| | By: | 
| | --- | 

| | Name: | 
| | ----- | 

| | Title: | 
| | ------ | 

[SIGNATURE CONTINUES
ON FOLLOWING PAGE]

| | THE SELLER
INTERPOOL CONTAINERS LIMITED
| | ---------------------------------------

| | THE PURCHASER
P&R EQUIPMENT AND FINANCE CORP
| | --------------------------------------------

| | By: | 
| | --- | 

| | Name: | 
| | ----- | 

| | Title: | 
| | ------ | 

| | THE PARENT
INTERPOOL, INC.
| | --------------------------

| | By: | 
| | --- | 

| | Name: | 
| | ----- | 

| | Title: | 
| | ------ | 

Schedule 1-A to Container Sale Certificate

List of Containers (Interpool Containers Limited)

Schedule 1-B to Container Sale Certificate

List of Containers (CAI)

EXHIBIT C-1

MASTER EQUIPMENT LEASE AGREEMENT-INTERPOOL

EXHIBIT C-2

FINANCE LEASE-INTERPOOL

EXHIBIT C-3A

OPERATING LEASE-INTERPOOL

EXHIBIT C-3B

OPERATING LEASE-INTERPOOL

(includes Early Termination Option)

EXHIBIT C-4

MASTER EQUIPMENT LEASE AGREEMENT-CAI

EXHIBIT C-5

OPERATING LEASE-CAI

SCHEDULE 1

CEU VALUE BY CONTAINER TYPE

|CONTAINER TYPE                | TYPE CODE | CEU VALUE[To be verified by
CAI]
|----------------------------- | --------- | --------------------------------
|20' Folding Flatrack          | 20FLT     | 2.10                            
|20' Standard Dry Cargo        | 20DRY     | 1.00                            
|20' Open Top                  | 20TOP     | 1.60                            
|20' Refrigerated Container    | 20RFR     | 8.50                            
|20' Insulated High Cube       | 20IHC     | 6.90                            
|40' High Cube Dry Cargo       | 40HIC     | 1.70                            
|40' HC Refrigerated Container | 40HCR     | 10.60                           
|40' Folding Flatrack          | 40FLT     | 3.50                            
|40' Standard Dry Cargo        | 40DRY     | 1.60                            
|40' Insulated High Cube       | 40IHC     | 9.70                            
|40' Open Top                  | 40TOP     | 2.60                            
|45' High Cube Dry Cargo       | 45HIC     | 2.30                            
|53' Standard Dry Cargo        |           |                                 

SCHEDULE 2

WIRE INSTRUCTIONS

The payment of the Final
Purchase Price shall be made by wire transfer in accordance with the following
instructions or as otherwise provided by the Seller on the Funding Date:

|BANK | PNC Bank
960 Fort Duquesne Blvd.
Pittsburgh, PA 15222, USA
|---- | ----------------------------------------------------------

|ABA | 043 000 096
|--- | -----------

|SWIFT | PNCCUS33
|----- | --------

|ACCT NAME | Interpool Containers Limited
|--------- | ----------------------------

|ACCT # | 1011554433
|------ | ----------

|ACCT ADDRESS | 211 College Road East
Princeton, NJ, USA
|------------ | ----------------------------------------