STOCKHOLDER VOTING
AGREEMENT
STOCKHOLDER
VOTING AGREEMENT, dated as of September 10, 2004 (the “
Agreement ”), among INTERPOOL, INC., a Delaware
corporation (the “ Company ”), and the
undersigned beneficial owners (the “ Stockholders
”) of certain shares of the common stock, par value $.001, of
the Company (“ Company Common Stock ”).
W I T N E S S E T
H:
WHEREAS,
the Company proposes to enter into agreements with Greywolf Capital
Partners II, LP, Greywolf Capital Overseas Fund, Greywolf High
Yield Master Fund, Caspian Capital Partners, LP, Mariner LDC,
Mariner Opportunities Fund, LP, Mariner Voyager Master Fund LTD,
Riva Ridge Master Fund, LTD and Goldman, Sachs & Co.
(collectively, the “ Purchasers ”) pursuant to
which the Purchasers would purchase, in a private transaction,
certain newly issued securities of the Company for a total purchase
price of approximately $150,000,000; and
WHEREAS,
in connection therewith, the Company will enter into a Warrant
Agreement, to be dated as of September 10, 2004 (as amended,
supplemented or replaced from time to time, the “ Warrant
Agreement ”), providing for the issuance by the Company
to the Purchasers of certain Common Stock Purchase Warrants (the
“ Warrants ”) to purchase up to an aggregate of
approximately 8,333,333 shares of Company Common Stock (the Company
Common Stock issuable upon exercise of the Warrants being referred
to herein as the “ Warrant Shares ”) at an
exercise price of $18 per share; and
WHEREAS,
the Company intends to seek approval by its stockholders, at a
meeting or otherwise, of the issuance of the Warrant Shares upon
exercise of the Warrants in accordance with the terms of the
Warrants and the Warrant Agreement; and
WHEREAS,
the Stockholders are collectively the beneficial owners of, and
possess the power to vote or direct the voting of, certain shares
of Company Common Stock, constituting in the aggregate more than
50% of the outstanding shares of Company Common Stock (the “
Shares ”), and desire to enter into this Agreement in
order to induce the Company and the Purchasers to consummate the
transactions described above;
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, intending to be legally bound
hereby, the parties hereto agree as follows:
1. Agreement to Vote . At such
time as the Company conducts a meeting of, solicits written
consents from, or otherwise seeks a vote of, its stockholders for
the purpose of considering the
