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