INTERPOOL INC
EX-10.60
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>interpool-ex1060_120104.htm
<DESCRIPTION>EX-10.60
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<TITLE>EX-10.60</TITLE>
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<P ALIGN=RIGHT><FONT SIZE=3><B>Exhibit 10.60</B></FONT></P>
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<P ALIGN=CENTER><FONT SIZE=3><B>NOTES REGISTRATION RIGHTS AGREEMENT</B></FONT></P>
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<P ALIGN=CENTER><FONT SIZE=3><B>INTERPOOL, INC.</B></FONT></P>
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<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3>6.00% SENIOR NOTES DUE 2014</FONT></P>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3>Dated as of November 29, 2004</FONT></P>
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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This NOTES REGISTRATION RIGHTS AGREEMENT (this "<B><I>Agreement</I></B>") is
made and entered into as of November 29, 2004, between Interpool, Inc., a
Delaware corporation (the "<B><I>Company</I></B>"), and the investors signatory
hereto (each a "<B><I>Purchaser</I></B>" and collectively, the
"<B><I>Purchasers</I></B>"). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Agreement is made
pursuant to certain Exchange Agreements (as defined herein). In order to induce
the Purchasers to enter into the Exchange Agreements, the Company has agreed to
provide the registration rights set forth in this Agreement. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>
The parties hereby agree as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Certain Definitions</I>. For purposes of
this Notes Registration Rights Agreement, the following terms shall have the
following respective meanings:</FONT></P>

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<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Blackout Period</I></B>" shall have the meaning set forth in Section 2(c)
hereof.</FONT>
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<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The term
"<B><I>broker-dealer</I></B>" shall mean any broker or dealer registered with
the Commission under the Exchange Act. </FONT>
</TD>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Closing Date</I></B>" shall mean the date on which the Securities are
initially issued.</FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><I>Commission</I></B>"
shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Effective
Time</I></B>" in the case of (i)&#160;an Exchange Registration shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii)&#160;a Shelf Registration, shall
mean the time and date as of which the Commission declares the Shelf
Registration Statement effective or as of which the Shelf Registration Statement
otherwise becomes effective. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Electing
Holder</I></B>" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Exchange
Act</I></B>" shall mean the Securities Exchange Act of 1934, or any
successor thereto and the rules, regulations and forms promulgated thereunder,
all, as the same shall be amended from time to time. </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Exchange
Agreement</I></B>" shall mean each of the Letter Agreements, of even
date herewith, between each Purchaser and the Company, providing for the
issuance to such Purchaser of the Securities in exchange for certain 7.35% Notes
due 2007 and 7.20% Notes due 2007. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Exchange Offer</I></B>" shall have the meaning assigned thereto in
Section 2(a) hereof.</FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Exchange Registration</I></B>" shall have the meaning assigned thereto in
Section 3(c) hereof.</FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Exchange Registration Statement</I></B>" shall have the meaning assigned
thereto in Section 2(a) hereof.</FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Exchange Securities</I></B>" shall have the meaning assigned thereto in
Section 2(a) hereof.</FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
term "<B><I>holder</I></B>" shall mean each of the Purchasers
and other persons who acquire Registrable Securities from time to time
(including any successors or assigns), in each case for so long as such person
owns any Registrable Securities. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Included
Prior Securities</I></B>" shall mean, with respect to any Shelf
Registration Statement, Securities included in such Shelf Registration Statement
pursuant to the Prior Registration Rights Agreement.</FONT>
</TD>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Indenture</I></B>"
shall mean the Indenture, dated as of September 14, 2004, between the Company,
and U.S. Bank, National Association, as Trustee, as the same shall be amended
from time to time.</FONT>
</TD>
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</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Notice
and Questionnaire</I></B>" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Participating
Prior Holder</I></B>" shall mean, with respect to any Shelf
Registration Statement, a holder of Included Prior Securities. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
term "<B><I>person</I></B>" shall mean a corporation,
association, partnership, organization, business, individual, government or
political subdivision thereof or governmental agency. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Prior
Investor Rights Agreement</I></B>" shall mean the Investor Rights
Agreement, dated as of September 14, 2004, among the Company and the various
parties who purchased warrants from the Company on September 14, 2004. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Prior
Registration Rights Agreement</I></B>" shall mean the Notes
Registration Rights Agreement, dated as of September 14, 2004, among the Company
and the various parties who purchased Securities from the Company on September
14, 2004. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><I>Registrable
Securities</I></B>" shall mean the Securities; <I>provided,
however,</I> that a Security shall cease to be a Registrable Security when
(i)&#160;in the circumstances contemplated by Section&#160;2(a) hereof, the
Security has been exchanged for an Exchange Security in an Exchange Offer as
contemplated in Section 2(a) hereof (<I>provided</I> <I>that</I> any Exchange
Security that, pursuant to the last two sentences of Section 2(a), is included
in a prospectus for use in connection with resales by broker-dealers shall be
deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until
resale of such Registrable Security has been effected within the 90-day period
referred to in Section 2(a)(y)); (ii) in the circumstances contemplated by
Section 2(b) hereof, a Shelf Registration Statement registering such Security
under the Securities Act has been declared or becomes effective and such
Security has been sold or otherwise transferred by the holder thereof pursuant
to and in a manner contemplated by such effective Shelf Registration Statement;
(iii)&#160;such Security is sold pursuant to Rule 144 under circumstances in
which any legend borne by such Security relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by
the Company or pursuant to the Indenture; (iv) such Security is eligible to be
sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to
be outstanding. </FONT>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Registration Default</I></B>" shall have the meaning assigned thereto in Section 2(c)
hereof.
</FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Registration Expenses</I></B>" shall have the meaning assigned thereto in Section 4
hereof.</FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Resale Period</I></B>" shall have the meaning assigned thereto in Section 2(a) hereof.</FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><I>Restricted
Holder</I></B>" shall mean (i)&#160;a holder that is an affiliate of
the Company within the meaning of Rule 405, (ii)&#160;a holder who acquires
Exchange Securities outside the ordinary course of such holder&#146;s business,
(iii)&#160;a holder who has arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing Exchange
Securities and (iv) a holder that is a broker-dealer, but only with respect to
Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities acquired by the broker-dealer directly
from the Company. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><I>Rule
144,</I></B>" "<B><I>Rule 405</I></B> "<I>
and </I>"<B><I>Rule 415</I></B>" shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time. </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><I>Securities</I></B><I></I>"
shall mean, collectively, the 6% Senior Notes due 2014 of the Company to
be issued and sold to the Purchasers, and securities issued in exchange therefor
or in lieu thereof pursuant to the Indenture. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><I>Securities
Act</I></B>" shall mean the Securities Act of 1933, or any successor
thereto, and the rules, regulations and forms promulgated thereunder, all, as
the same shall be amended from time to time. </FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Shelf Registration</I></B>" shall have the meaning assigned thereto in Section 2(b)
hereof.</FONT>
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Shelf Registration Statement</I></B>" shall have the meaning assigned thereto in
Section 2(b) hereof.</FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<B><I>Special Interest</I></B>" shall have the meaning assigned thereto in Section 2(c)
hereof.</FONT>
</TD>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><I>Trust
Indenture Act</I></B>" shall mean the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
all, as the same shall be amended from time to time. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless the context otherwise requires, any reference herein to a "Section" or
"clause" refers to a Section or clause, as the case may be, of this Notes
Registration Rights Agreement, and the words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Notes Registration Rights
Agreement as a whole and not to any particular Section or other subdivision.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Registration Under the Securities
Act</I>.</FONT></P>

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<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Except as set forth in Section 2(b) below, the Company agrees to file under the
Securities Act, no later than May 1, 2005, a registration statement relating to
an offer to exchange (such registration statement, the "<B><I>Exchange Registration
Statement</I></B>", and such offer, the "<B><I>Exchange Offer</I></B>") any and all of the Securities
for a like aggregate principal amount of debt securities issued by the Company,
which debt securities are substantially identical to the Securities (and are
entitled to the benefits of a trust indenture which is substantially identical
to the Indenture or is the Indenture and which has been qualified under the
Trust Indenture Act), except that they have been registered pursuant to an
effective registration statement under the Securities Act and do not contain
provisions for the additional interest contemplated in Section 2(d) below (such
new debt securities hereinafter called "<B><I>Exchange Securities</I></B>"). The Company
agrees to use all commercially reasonable efforts to cause the Exchange
Registration Statement to become effective under the Securities Act no later
than July 1, 2005. The Exchange Offer will be registered under the Securities
Act on the appropriate form and will comply with all applicable tender offer
rules and regulations under the Exchange Act. The Company further agrees to use
all commercially reasonable efforts to commence and complete the Exchange Offer
promptly, but no later than 45 days after such registration statement has become
effective, hold the Exchange Offer open for at least 30 days and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
The Exchange Offer will be deemed to have been "completed" only if the debt
securities received by holders other than Restricted Holders in the Exchange
Offer for Registrable Securities are, upon receipt, transferable by each such
holder without restriction under the Securities Act and the Exchange Act and
without material restrictions under the blue sky or securities laws of a
substantial majority of the States of the United States of America. The Exchange
Offer shall be deemed to have been completed upon the earlier to occur of (i)
the Company having exchanged the Exchange Securities for all outstanding
Registrable Securities pursuant to the Exchange Offer and (ii) the Company
having exchanged, pursuant to the Exchange Offer, Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn before
the expiration of the Exchange Offer, which shall be on a date that is at least
30 days following the commencement of the Exchange Offer. The Company agrees (x)
to include in the Exchange Registration Statement a prospectus for use in any
resales by any holder of Exchange Securities that is a broker-dealer and (y) to
keep such Exchange Registration Statement effective (other than during any
Blackout Period) for a period (the "<B><I>Resale Period</I></B>") beginning when Exchange
Securities are first issued in the Exchange Offer and ending upon the earlier of
the expiration of the 90th day after the Exchange Offer has been completed or
such time as such broker-dealers no longer own any Registrable Securities. With
respect to such Exchange Registration Statement, such holders shall have the
benefit of the rights of indemnification and contribution set forth in Sections
6(a), (c), (d) and (e) hereof.
</FONT>
</TD>
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<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If (i) on or prior to the time the Exchange Offer is completed existing
Commission interpretations are changed such that the debt securities received by
holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are not or would not be, upon receipt, transferable by each such
holder without restriction under the Securities Act, (ii) the Exchange Offer has
not been completed within 225 days following May 1, 2005 or (iii) the Exchange
Offer is not available to any holder of the Securities, the Company shall, in
lieu of (or, in the case of clause (iii), in addition to) conducting the
Exchange Offer contemplated by Section 2(a), file under the Securities Act no
later than the later of 30 days after the time such obligation to file arises
(but in no event earlier than May 1, 2005), a "shelf" registration statement
providing for the registration of, and the sale on a continuous or delayed basis
by the holders of, all of the Registrable Securities, pursuant to Rule 415 or
any similar rule that may be adopted by the Commission (such filing, the "<B><I>Shelf
Registration</I></B>" and such registration statement, the "<B><I>Shelf Registration
Statement</I></B>"). The Company agrees to use all commercially reasonable efforts (x)
to cause the Shelf Registration Statement to become or be declared effective no
later than 60 days after such Shelf Registration Statement is filed and to keep
such Shelf Registration Statement continuously effective (other than during any
Blackout Period) for a period ending on the earlier of the second anniversary of
the Effective Time or such time as there are no longer any Registrable
Securities outstanding, provided, however, that no holder shall be entitled to
be named as a selling securityholder in the Shelf Registration Statement or to
use the prospectus forming a part thereof for resales of Registrable Securities
unless such holder is an Electing Holder, and (y) after the Effective Time of
the Shelf Registration Statement, promptly upon the request of any holder of
Registrable Securities that is not then an Electing Holder, to take any action
reasonably necessary to enable such holder to use the prospectus forming a part
thereof for resales of Registrable Securities, including, without limitation,
any action necessary to identify such holder as a selling securityholder in the
Shelf Registration Statement, provided, however, that nothing in this clause (y)
shall relieve any such holder of the obligation to return a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(d)(iii)
hereof. The Company further agrees to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.
</FONT>
</TD>
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</TABLE>
<BR>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Notwithstanding the foregoing, the Company
may, upon advising the Purchasers in writing, pursuant to the advice of outside
counsel to the Company, delay the filing or effectiveness of any Shelf
Registration Statement (if not filed or effective, as applicable) or suspend, or
otherwise fail to maintain, the effectiveness thereof, for a period (each, a
"<B><I>Blackout Period</I></B>") not to exceed (i) an aggregate of 15 days in any fiscal
quarter during which the Company is not eligible to use Form S-3 or (ii) 45
consecutive days in any six-month period during which the Company is eligible to
use Form S-3, provided, that there shall be at least 60 days during which the
Shelf Registration Statement is effective and usable between any two Blackout
Periods under this clause (ii), in the event that (x) the Board of Directors of
the Company reasonably and in good faith determines that the premature
disclosure of a material event at such time would have a material adverse effect
on the Company's business, operations or prospects or (y) the disclosure
otherwise relates to a material business transaction which has not been publicly
disclosed and the Board of Directors of the Company reasonably and in good faith
determines that any such disclosure would jeopardize the success of such
transaction; provided, that, upon the termination of such Blackout Period, the
Company promptly shall advise the Purchasers that such Blackout Period has been
terminated. Notwithstanding the foregoing, in no event will the aggregate number
of days covered by Blackout Periods exceed 90 days in any twelve-month period.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the event that (i) the Company has not filed the Exchange Registration
Statement or Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to Section 2(a) or 2(b),
respectively, or (ii) such Exchange Registration Statement or Shelf Registration
Statement has not become effective or been declared effective by the Commission
within 90 days after the date on which such registration statement is required
to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been consummated within 45
days after the initial effective date of the Exchange Registration Statement
relating to the Exchange Offer (if the Exchange Offer is then required to be
made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter either be withdrawn by the Company or shall
become subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded immediately by
an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, liquidated damages ("Liquidated Damages")
for such Registration Default shall accrue at a per annum rate of 0.25% of the
principal amount of Registrable Securities for the first 90 days of the
Registration Default Period and shall increase by an additional per annum rate
of 0.25% of the principal amount of Registrable Securities for each subsequent
90-day period of the Registration Default Period until all Registration Defaults
have been cured, up to a maximum per annum rate for all Registration Defaults of
1.00% per annum of the principal amount of Registrable Securities; provided,
however, that the Company shall in no event be required to pay Liquidated
Damages (i) with respect to the Registrable Securities for more than one
Registration Default at any given time or (ii) with respect to any Shelf
Registration Statement during any Blackout Period.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company shall take all actions necessary
or advisable to be taken by it to ensure that the transactions contemplated
herein are effected as so contemplated.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any reference herein to a registration
statement as of any time shall be deemed to include any document incorporated,
or deemed to be incorporated, therein by reference as of such time and any
reference herein to any post-effective amendment to a registration statement as
of any time shall be deemed to include any document incorporated, or deemed to
be incorporated, therein by reference as of such time.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Registration Procedures</I>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If
the Company files a registration statement pursuant to Section&#160;2(a) or
Section&#160;2(b), the following provisions shall apply: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
At or before the Effective Time of the Exchange Offer or the Shelf Registration,
as the case may be, the Company shall qualify the Indenture under the Trust
Indenture Act of 1939.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In the event that such qualification would
require the appointment of a new trustee under the Indenture, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions of the
Indenture.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In connection with the Company's obligations
with respect to the registration of Exchange Securities as contemplated by
Section 2(a) (the "<B><I>Exchange Registration</I></B>"), if applicable, the Company shall, as
soon as practicable (or as otherwise specified) subject to the provisions of
Section 2(c):
</FONT>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
prepare and file with the Commission no later than May 1, 2005, an Exchange
Registration Statement on any form which may be utilized by the Company and
which shall permit the Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as contemplated by
Section 2(a), and use all commercially reasonable efforts to cause such Exchange
Registration Statement to become effective no later than July 1, 2005;
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; as soon as practicable prepare and file with
the Commission such amendments and supplements to such Exchange Registration
Statement and the prospectus included therein as may be necessary to effect and
maintain the effectiveness of such Exchange Registration Statement for the
periods and purposes contemplated in Section 2(a) hereof and as may be required
by the applicable rules and regulations of the Commission and the instructions
applicable to the form of such Exchange Registration Statement, and promptly
provide each broker-dealer holding Exchange Securities with such number of
copies of the prospectus included therein (as then amended or supplemented), in
conformity in all material respects with the requirements of the Securities Act
and the Trust Indenture Act, as such broker-dealer reasonably may request prior
to the expiration of the Resale Period, for use in connection with resales of
Exchange Securities;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; promptly notify each broker-dealer that has
requested or received copies of the prospectus included in such registration
statement, and confirm such advice in writing, (A) when such Exchange
Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with
respect to such Exchange Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission and by
the blue sky or securities commissioner or regulator of any state with respect
thereto or any request by the Commission for amendments or supplements to such
Exchange Registration Statement or prospectus or for additional information, (C)
of the issuance by the Commission of any stop order suspending the effectiveness
of such Exchange Registration Statement or the initiation or threatening of any
proceedings for that purpose, (D) if at any time the representations and
warranties of the Company contemplated by Section 5 cease to be true and correct
in all material respects, (E) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Exchange Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose, or (F) at any time during the Resale Period when a prospectus
is required to be delivered under the Securities Act, that such Exchange
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act or
contains an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; in the event that the Company would be
required, pursuant to Section 3(e)(iii)(F) above, to notify any broker-dealers
holding Exchange Securities, without delay prepare and furnish to each such
holder a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of such Exchange Securities during
the Resale Period, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; use all commercially reasonable efforts to
obtain the withdrawal of any order suspending the effectiveness of such Exchange
Registration Statement or any post-effective amendment thereto at the earliest
practicable date;
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; use all commercially reasonable efforts to
(A) register or qualify the Exchange Securities under the securities laws or
blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later
than the commencement of the Exchange Offer, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until
the expiration of the Resale Period and (C) take any and all other actions as
may be reasonably necessary or advisable to enable each broker-dealer holding
Exchange Securities to consummate the disposition thereof in such jurisdictions;
provided, however, that the Company shall not be required for any such purpose
to (1) qualify as a foreign corporation in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section
3(c)(vi), (2) consent to general service of process in any such jurisdiction or
(3) make any changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; use all commercially reasonable efforts to
obtain the consent or approval of each governmental agency or authority, whether
federal, state or local, which may be required to effect the Exchange
Registration, the Exchange Offer and the offering and sale of Exchange
Securities by broker-dealers during the Resale Period;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; use all commercially reasonable efforts to
provide a CUSIP number for all Exchange Securities, not later than the
applicable Effective Time; and
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; comply with all applicable rules and
regulations of the Commission, and make generally available to its
securityholders as soon as practicable but no later than eighteen months after
the effective date of such Exchange Registration Statement, an earnings
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Company, Rule 158
thereunder).
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In connection with the Company's obligations
with respect to the Shelf Registration, if applicable, the Company shall, as
soon as practicable (or as otherwise specified) subject to the provisions of
Section 2(c):
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; prepare and file with the Commission within
the time periods specified in Section 2(b), a Shelf Registration Statement on
any form which may be utilized by the Company and which shall register all of
the Registrable Securities for resale by the holders thereof in accordance with
such method or methods of disposition as may be specified by such of the holders
as, from time to time, may be Electing Holders and use all commercially
reasonable efforts to cause such Shelf Registration Statement to become
effective within the time periods specified in Section 2(b);
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; not less than 30 calendar days prior to the
Effective Time of the Shelf Registration Statement, mail the Notice and
Questionnaire to the holders of Registrable Securities; no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no holder shall be entitled to use the
prospectus forming a part thereof for resales of Registrable Securities at any
time, unless such holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein;
provided, however, holders of Registrable Securities shall have at least 20
calendar days from the date on which the Notice and Questionnaire is first
mailed to such holders to return a completed and signed Notice and Questionnaire
to the Company;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; after the Effective Time of the Shelf
Registration Statement, upon the request of any holder of Registrable Securities
that is not then an Electing Holder, promptly send a Notice and Questionnaire to
such holder; provided that the Company shall not be required to take any action
to name such holder as a selling securityholder in the Shelf Registration
Statement or to enable such holder to use the prospectus forming a part thereof
for resales of Registrable Securities until such holder has returned a completed
and signed Notice and Questionnaire to the Company;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; as soon as practicable prepare and file with
the Commission such amendments and supplements to such Shelf Registration
Statement and the prospectus included therein as may be necessary to effect and
maintain the effectiveness of such Shelf Registration Statement for the period
specified in Section 2(b) hereof and as may be required by the applicable rules
and regulations of the Commission and the instructions applicable to the form of
such Shelf Registration Statement, and furnish to the Electing Holders copies of
any such supplement or amendment simultaneously with or prior to its being used
or filed with the Commission;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; comply with the provisions of the Securities
Act with respect to the disposition of all of the Registrable Securities covered
by such Shelf Registration Statement in accordance with the intended methods of
disposition by the Electing Holders provided for in such Shelf Registration
Statement;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; provide (A) the Electing Holders, (B) the
underwriters (which term, for purposes of this Notes Registration Rights
Agreement, shall include a person deemed to be an underwriter within the meaning
of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or
placement agent therefor, (D) counsel for any such underwriter or agent and (E)
not more than one counsel for all the Electing Holders the opportunity to
participate in the preparation of such Shelf Registration Statement, each
prospectus included therein or filed with the Commission and each amendment or
supplement thereto;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; for a reasonable period prior to the filing
of such Shelf Registration Statement, and throughout the period specified in
Section 2(b), make available at reasonable times at the Company's principal
place of business or such other reasonable place for inspection by the persons
referred to in Section 3(d)(vi) who shall certify to the Company that they have
a current intention to sell the Registrable Securities pursuant to the Shelf
Registration such financial and other information and books and records of the
Company, and cause the officers, employees, counsel and independent certified
public accountants of the Company to respond to such inquiries, as shall be
reasonably necessary, in the judgment of the respective counsel referred to in
such Section, to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided, however, that each such party shall
be required to maintain in confidence and not to disclose to any other person
any information or records reasonably designated by the Company as being
confidential, until such time as (A) such information becomes a matter of public
record (whether by virtue of its inclusion in such registration statement or
otherwise), or (B) such person shall be required so to disclose such information
pursuant to a subpoena or order of any court or other governmental agency or
body having jurisdiction over the matter (subject to the requirements of such
order, and only after such person shall have given the Company prompt prior
written notice of such requirement), or (C) such information is required to be
set forth in such Shelf Registration Statement or the prospectus included
therein or in an amendment to such Shelf Registration Statement or an amendment
or supplement to such prospectus in order that such Shelf Registration
Statement, prospectus, amendment or supplement, as the case may be, complies
with applicable requirements of the federal securities laws and the rules and
regulations of the Commission and does not contain an untrue statement of a
material fact or omit to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; promptly notify each of the Electing
Holders, any sales or placement agent therefor and any underwriter thereof
(which notification may be made through any managing underwriter that is a
representative of such underwriter for such purpose) and confirm such advice in
writing, (A) when such Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment
has been filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any
comments by the Commission and by the blue sky or securities commissioner or
regulator of any state with respect thereto or any request by the Commission for
amendments or supplements to such Shelf Registration Statement or prospectus or
for additional information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Shelf Registration Statement or the
initiation or threatening of any proceedings for that purpose, (D) if at any
time the representations and warranties of the Company contemplated by Section
3(d)(xvii) or Section 5 cease to be true and correct in all material respects,
(E) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (F) if at any time when a prospectus is required to be delivered
under the Securities Act, that such Shelf Registration Statement, prospectus,
prospectus amendment or supplement or post-effective amendment does not conform
in all material respects to the applicable requirements of the Securities Act
and the Trust Indenture Act or contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; use all commercially reasonable efforts to
obtain the withdrawal of any order suspending the effectiveness of such
registration statement or any post-effective amendment thereto at the earliest
practicable date;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; if requested by any managing underwriter or
underwriters, any placement or sales agent or any Electing Holder, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as is required by the applicable rules and regulations of the
Commission and as such managing underwriter or underwriters, such agent or such
Electing Holder specifies should be included therein relating to the terms of
the sale of such Registrable Securities, including information with respect to
the principal amount of Registrable Securities being sold by such Electing
Holder or agent or to any underwriters, the name and description of such
Electing Holder, agent or underwriter, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in respect
thereof, the purchase price being paid therefor by such underwriters and with
respect to any other terms of the offering of the Registrable Securities to be
sold by such Electing Holder or agent or to such underwriters; and make all
required filings of such prospectus supplement or post-effective amendment
promptly after notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; furnish to each Electing Holder, each
placement or sales agent, if any, therefor, each underwriter, if any, thereof
and the respective counsel referred to in Section 3(d)(vi) an executed copy (or,
in the case of an Electing Holder, a conformed copy) of such Shelf Registration
Statement, each such amendment and supplement thereto (in each case including
all exhibits thereto (in the case of an Electing Holder of Registrable
Securities, upon request) and documents incorporated by reference therein) and
such number of copies of such Shelf Registration Statement (excluding exhibits
thereto and documents incorporated by reference therein unless specifically so
requested by such Electing Holder, agent or underwriter, as the case may be) and
of the prospectus included in such Shelf Registration Statement (including each
preliminary prospectus and any summary prospectus), in conformity in all
material respects with the applicable requirements of the Securities Act and the
Trust Indenture Act, and such other documents, as such Electing Holder, agent,
if any, and underwriter, if any, may reasonably request in order to facilitate
the offering and disposition of the Registrable Securities owned by such
Electing Holder, offered or sold by such agent or underwritten by such
underwriter and to permit such Electing Holder, agent and underwriter to satisfy
the prospectus delivery requirements of the Securities Act; and the Company
hereby consents to the use of such prospectus (including such preliminary and
summary prospectus) and any amendment or supplement thereto by each such
Electing Holder and by any such agent and underwriter, in each case in the form
most recently provided to such person by the Company, in connection with the
offering and sale of the Registrable Securities covered by the prospectus
(including such preliminary and summary prospectus) or any supplement or
amendment thereto;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; use all commercially reasonable efforts to
(A) register or qualify the Registrable Securities to be included in such Shelf
Registration Statement under such securities laws or blue sky laws of such
jurisdictions as any Electing Holder and each placement or sales agent, if any,
therefor and underwriter, if any, thereof shall reasonably request, (B) keep
such registrations or qualifications in effect and comply with such laws so as
to permit the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration is required to remain
effective under Section 2(b) above and for so long as may be necessary to enable
any such Electing Holder, agent or underwriter to complete its distribution of
Securities pursuant to such Shelf Registration Statement and (C) take any and
all other actions as may be reasonably necessary or advisable to enable each
such Electing Holder, agent, if any, and underwriter, if any, to consummate the
disposition in such jurisdictions of such Registrable Securities; provided,
however, that the Company shall not be required for any such purpose to (1)
qualify as a foreign corporation in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section
3(d)(xii), (2) consent to general service of process in any such jurisdiction or
(3) make any changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; use all commercially reasonable efforts to
obtain the consent or approval of each governmental agency or authority, whether
federal, state or local, which may be required to effect the Shelf Registration
or the offering or sale in connection therewith or to enable the selling holder
or holders to offer, or to consummate the disposition of, their Registrable
Securities;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; unless any Registrable Securities shall be
in book-entry only form, cooperate with the Electing Holders and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates,
if so required by any securities exchange upon which any Registrable Securities
are listed, shall be penned, lithographed or engraved, or produced by any
combination of such methods, on steel engraved borders, and which certificates
shall not bear any restrictive legends; and, in the case of an underwritten
offering, enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters may request at least two
business days prior to any sale of the Registrable Securities;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; use all commercially reasonable efforts to
provide a CUSIP number for all Registrable Securities, not later than the
applicable Effective Time;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; enter into one or more underwriting
agreements, engagement letters, agency agreements, "best efforts" underwriting
agreements or similar agreements, as appropriate, including customary provisions
relating to indemnification and contribution, and take such other actions in
connection therewith as any Electing Holders aggregating at least 20% in
aggregate principal amount of the Registrable Securities at the time outstanding
shall request in order to expedite or facilitate the disposition of such
Registrable Securities;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; whether or not an agreement of the type
referred to in Section 3(d)(xvi) hereof is entered into and whether or not any
portion of the offering contemplated by the Shelf Registration is an
underwritten offering or is made through a placement or sales agent or any other
entity, (A) make the appropriate officers of the Company available to such
holders and underwriters for meetings with prospective purchasers of the
Registrable Securities and preparing and presenting to potential investors
customary "road show" material in a manner consistent with other new issuances
of other securities similar to the Registrable Securities, (B) make such
representations and warranties to the Electing Holders and the placement or
sales agent, if any, therefor and the underwriters, if any, thereof in form,
substance and scope as are customarily made in connection with an offering of
debt securities pursuant to any appropriate agreement or to a registration
statement filed on the form applicable to the Shelf Registration; (C) obtain an
opinion of counsel to the Company in customary form and covering such matters,
of the type customarily covered by such an opinion, as the managing
underwriters, if any, or as any Electing Holders of at least 20% in aggregate
principal amount of the Registrable Securities at the time outstanding may
reasonably request, addressed to such Electing Holder or Electing Holders and
the placement or sales agent, if any, therefor and the underwriters, if any,
thereof and dated the effective date of such Shelf Registration Statement (and
if such Shelf Registration Statement contemplates an underwritten offering of a
part or all of the Registrable Securities, dated the date of the closing under
the underwriting agreement relating thereto) (it being agreed that the matters
to be covered by such opinion shall include the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company
and its subsidiaries to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(d)(xvi) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the
Securities; the absence of material legal or governmental proceedings involving
the Company; the absence of governmental approvals required to be obtained in
connection with the Shelf Registration, the offering and sale of the Registrable
Securities, this Notes Registration Rights Agreement or any agreement of the
type referred to in Section 3(d)(xvi) hereof, except such approvals as may be
required under state securities or blue sky laws; the material compliance as to
form of such Shelf Registration Statement and any documents incorporated by
reference therein and of the Indenture with the requirements of the Securities
Act and the Trust Indenture Act, respectively; and, as of the date of the
opinion and of the Shelf Registration Statement or most recent post-effective
amendment thereto, as the case may be, the absence from such Shelf Registration
Statement and the prospectus included therein, as then amended or supplemented,
and from the documents incorporated by reference therein (in each case other
than the financial statements and other financial information contained therein)
of an untrue statement of a material fact or the omission to state therein a
material fact necessary to make the statements therein not misleading (in the
case of such documents, in the light of the circumstances existing at the time
that such documents were filed with the Commission under the Exchange Act) (it
being understood that the matters to be covered by such opinion may be subject
to customary qualifications and exceptions); (D) obtain a "cold comfort" letter
or letters from the independent certified public accountants of the Company
addressed to the selling Electing Holders, the placement or sales agent, if any,
therefor or the underwriters, if any, thereof, dated (i) the effective date of
such Shelf Registration Statement and (ii) the effective date of any prospectus
supplement to the prospectus included in such Shelf Registration Statement or
post-effective amendment to such Shelf Registration Statement which includes
unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such prospectus
(and, if such Shelf Registration Statement contemplates an underwritten offering
pursuant to any prospectus supplement to the prospectus included in such Shelf
Registration Statement or post-effective amendment to such Shelf Registration
Statement which includes unaudited or audited financial statements as of a date
or for a period subsequent to that of the latest such statements included in
such prospectus, dated the date of the closing under the underwriting agreement
relating thereto), such letter or letters to be in customary form and covering
such matters of the type customarily covered by letters of such type; (E)
deliver such documents and certificates, including officers' certificates, as
may be reasonably requested by any Electing Holders of at least 20% in aggregate
principal amount of the Registrable Securities at the time outstanding or the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof to evidence the accuracy of the representations and warranties made
pursuant to clause (B) above or those contained in Section 5(a) hereof and the
compliance with or satisfaction of any agreements or conditions contained in the
underwriting agreement or other agreement entered into by the Company; and (F)
undertake such obligations relating to expense reimbursement, indemnification
and contribution as are provided in Section 6 hereof;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xviii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; notify in writing each holder of
Registrable Securities of any proposal by the Company to amend or waive any
provision of this Notes Registration Rights Agreement pursuant to Section 9(g)
hereof and of any amendment or waiver effected pursuant thereto, each of which
notices shall contain the text of the amendment or waiver proposed or effected,
as the case may be;
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; in the event that any broker-dealer
registered under the Exchange Act shall underwrite any Registrable Securities or
participate as a member of an underwriting syndicate or selling group or "assist
in the distribution" (within the meaning of the Conduct Rules (the "<B><I>Conduct
Rules</I></B>") of the National Association of Securities Dealers, Inc. ("<B><I>NASD</I></B>") or any
successor thereto, as amended from time to time) thereof, whether as a holder of
such Registrable Securities or as an underwriter, a placement or sales agent or
a broker or dealer in respect thereof, or otherwise, assist such broker-dealer
in complying with the requirements of such Conduct Rules, including by (A) if
such Conduct Rules shall so require, engaging a "qualified independent
underwriter" (as defined in such Conduct Rules) to participate in the
preparation of the Shelf Registration Statement relating to such Registrable
Securities, to exercise usual standards of due diligence in respect thereto and,
if any portion of the offering contemplated by such Shelf Registration Statement
is an underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Registrable Securities, (B) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 6 hereof (or to such other customary extent as
may be requested by such underwriter), and (C) providing such information to
such broker-dealer as may be required in order for such broker-dealer to comply
with the requirements of the Conduct Rules; and
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(xx)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
comply with all applicable rules and regulations of the Commission, and make
generally available to its securityholders as soon as practicable but in any
event not later than eighteen months after the effective date of such Shelf
Registration Statement, an earning statement of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act (including, at the option of
the Company, Rule 158 thereunder).
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In the event that the Company would be
required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing
Holders, the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof, the Company shall without delay prepare and
furnish to each of the Electing Holders, to each placement or sales agent, if
any, and to each such underwriter, if any, a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to
purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and shall not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing; provided, that the foregoing shall not apply with respect to a Shelf
Registration Statement during a Blackout Period. Each Electing Holder agrees
that upon receipt of any notice from the Company pursuant to Section
3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the
disposition of Registrable Securities pursuant to the Shelf Registration
Statement applicable to such Registrable Securities until such Electing Holder
shall have received copies of such amended or supplemented prospectus, and if so
directed by the Company, such Electing Holder shall deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, then in
such Electing Holder's possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the event of a Shelf Registration, in addition to the information required to
be provided by each Electing Holder in its Notice Questionnaire, the Company may
require such Electing Holder to furnish to the Company such additional
information regarding such Electing Holder and such Electing Holder's intended
method of distribution of Registrable Securities as may be required in order to
comply with the Securities Act. Each such Electing Holder agrees to notify the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Electing Holder to the Company or of the occurrence
of any event in either case as a result of which any prospectus relating to such
Shelf Registration contains or would contain an untrue statement of a material
fact regarding such Electing Holder or such Electing Holder's intended method of
disposition of such Registrable Securities or omits to state any material fact
regarding such Electing Holder or such Electing Holder's intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Until the expiration of two years after the
Closing Date, the Company will not, and will not permit any of its "affiliates"
(as defined in Rule 144) to, resell any of the Securities that have been
reacquired by any of them except pursuant to an effective registration statement
under the Securities Act.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Registration Expenses</I>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Company agrees to bear and to pay or cause to be paid promptly all expenses
incident to the Company&#146;s performance of or compliance with this Notes
Registration Rights Agreement, including (a) all Commission and any NASD
registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company&#146;s officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the
"<B><I>Registration Expenses</I></B>"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Representations and Warranties</I>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Company represents and warrants to, and agrees with, each Purchaser and each of
the holders from time to time of Registrable Securities that: </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each registration statement covering
Registrable Securities and each prospectus (including any preliminary or summary
prospectus) contained therein or furnished pursuant to Section 3(d) or Section
3(c) hereof and any further amendments or supplements to any such registration
statement or prospectus, when it becomes effective or is filed with the
Commission, as the case may be, and, in the case of an underwritten offering of
Registrable Securities, at the time of the closing under the underwriting
agreement relating thereto, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i)
such time as a notice has been given to holders of Registrable Securities
pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such
time as the Company furnishes an amended or supplemented prospectus pursuant to
Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and
each prospectus (including any summary prospectus) contained therein or
furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
supplemented, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any documents incorporated by reference in any
prospectus referred to in Section 5(a) hereof, when they become or became
effective or are or were filed with the Commission, as the case may be, will
conform or conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and none of such documents
will contain or contained an untrue statement of a material fact or will omit or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The compliance by the Company with all of the
provisions of this Notes Registration Rights Agreement and the consummation of
the transactions herein contemplated will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any subsidiary of the Company is a party or
by which the Company or any subsidiary of the Company is bound or to which any
of the property or assets of the Company or any subsidiary of the Company is
subject, nor will such action result in any violation of the provisions of the
certificate of incorporation, as amended, or the by-laws of the Company or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any subsidiary of the Company or
any of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the consummation by the Company of the transactions
contemplated by this Notes Registration Rights Agreement, except the
registration under the Securities Act of the Securities, qualification of the
Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State
securities or blue sky laws in connection with the offering and distribution of
the Securities.
</FONT>
</TD>
</TR>
</TABLE>
<BR>



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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Notes Registration Rights Agreement has
been duly authorized, executed and delivered by the Company.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Indemnification</I>.</FONT></P>


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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Indemnification by the Company</I>. The
Company will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Registration Statement, each of the Electing
Holders of Registrable Securities included in a Shelf Registration Statement and
each person who participates as a placement or sales agent or as an underwriter
in any offering or sale of such Registrable Securities against any losses,
claims, damages or liabilities, joint or several, to which such holder, agent or
underwriter may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Exchange Registration Statement or Shelf
Registration Statement, as the case may be, under which such Registrable
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the Company to any such
holder, Electing Holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse such holder, such
Electing Holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable to any such person in any such case to the extent
that (i) any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein, (ii) if the person asserting any such losses, claims,
damages, liabilities or expenses was not sent or given a copy of the final
prospectus (or any amendment or supplement thereto) (in each case exclusive of
the documents from which information is incorporated by reference) at or prior
to the sale of such Registrable Securities to such person (other than as a
result of the failure by the Company to deliver such a prospectus in accordance
with Section 3(d) hereof) and the untrue statement contained in or omitted from
such prospectus was subsequently corrected in the final prospectus (or any
amendment or supplement thereto) or (iii) such loss, claim, damage, liability or
expense arises from an offer or sale of Registrable Securities occurring during
a Blackout Period, if a notice of such Blackout Period was given to such person.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Indemnification by the Holders and any
Agents and Underwriters</I>. The Company may require, as a condition to
including any Registrable Securities in any registration statement filed
pursuant to Section 2(b) hereof and to entering into any underwriting agreement
with respect thereto, that the Company shall have received an undertaking
reasonably satisfactory to it from the Electing Holder of such Registrable
Securities and from each underwriter named in any such underwriting agreement,
severally and not jointly, to (i) indemnify and hold harmless the Company and
all other holders of Registrable Securities, against any losses, claims, damages
or liabilities to which the Company or such other holders of Registrable
Securities may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such registration statement, or any preliminary,
final or summary prospectus contained therein or furnished by the Company to any
such Electing Holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder or underwriter
expressly for use therein, and (ii) reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that no such Electing Holder shall be required to undertake liability
to any person under this Section 6(b) for any amounts in excess of the dollar
amount of the proceeds to be received by such Electing Holder from the sale of
such Electing Holder's Registrable Securities pursuant to such registration.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Notices of Claims, Etc</I>. Promptly after receipt by an indemnified party
under subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof unless such omission results in
material prejudice to the indemnifying party. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.
</FONT>
</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Contribution</I>. If for any reason the
indemnification provisions contemplated by Section 6(a) or Section 6(b) are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 6(d) were determined by pro rata allocation (even if the holders or any
agents or underwriters or all of them were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 6(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 6(d), no holder shall
be required to contribute any amount in excess of the amount by which the dollar
amount of the proceeds received by such holder from the sale of any Registrable
Securities (after deducting any fees, discounts and commissions applicable
thereto) exceeds the amount of any damages which such holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission, and no underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.
</FONT>
</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The obligations of the Company under this Section 6 shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same
terms and conditions, to each officer, director and partner of each holder,
agent and underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of the
holders and any agents or underwriters contemplated by this Section 6 shall be
in addition to any liability which the respective holder, agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls the
Company within the meaning of the Securities Act.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Underwritten Offerings</I>.</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Selection of Underwriters</I>. If any of the Registrable Securities covered
by the Shelf Registration are to be sold pursuant to an underwritten offering,
the managing underwriter or underwriters thereof shall be designated by the
Company and shall be reasonably acceptable to either (i) the Electing Holders
holding at least a majority in aggregate principal amount of the Registrable
Securities to be included in such offering, or (ii) if such underwritten
offering includes Included Prior Securities, Participating Prior Holders holding
at least a majority in aggregate principal amount of Included Prior Securities
registered under the Shelf Registration Statement relating to such underwritten
offering.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Participation by Holders</I>. Each holder
of Registrable Securities hereby agrees with each other such holder that no such
holder may participate in any underwritten offering hereunder unless such holder
(i) agrees to sell such holder's Registrable Securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Rule 144</I>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Company covenants to the holders of Registrable Securities that starting after
January 1, 2005 and to the extent it shall be required to do so under the
Exchange Act, the Company shall timely file the reports required to be filed by
it after such date under the Exchange Act or the Securities Act (including the
reports under Section 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities
Act) and the rules and regulations adopted by the Commission thereunder, and
shall take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities without registration under the Securities
Act within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities in connection with that
holder&#146;s sale pursuant to Rule&#160;144, the Company shall deliver to such
holder a written statement as to whether it has complied with such requirements.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Miscellaneous</I>.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>No Inconsistent Agreements</I>. Except as
provided in the following sentence, the Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Notes Registration Rights
Agreement. Each Purchaser and Holder agrees and acknowledges that (i) the
Company has entered into the Prior Registration Rights Agreement and the Prior
Investor Rights Agreement, and (ii) the Company shall not be required to take
any action under this Notes Registration Rights Agreement that would be
inconsistent with the terms contained in such Prior Registration Rights
Agreement or Prior Investor Rights Agreement.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Notices</I>. All notices, requests, claims,
demands, waivers and other communications hereunder shall be in writing and
shall be deemed to have been duly given when delivered by hand, if delivered
personally or by courier, or three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Company, to it at Interpool, Inc., 211 College Road East,
Princeton, New Jersey 08540, and if to a holder, to the address of such holder
set forth in the security register or other records of the Company, or to such
other address as the Company or any such holder may have furnished to the other
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
</FONT>
</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Parties in Interest</I>. All the terms and
provisions of this Notes Registration Rights Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the parties hereto and
the holders from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and such holders. In the event that
any transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Notes Registration
Rights Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Notes Registration Rights Agreement. If the Company shall so request,
any such successor, assign or transferee shall agree in writing to acquire and
hold the Registrable Securities subject to all of the applicable terms hereof.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Survival</I>. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Notes Registration Rights
Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Exchange Agreements and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B> <I>Governing Law</I>. This Notes Registration
Rights Agreement shall be governed by and construed in accordance with the laws
of the State of New York.</B>
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Headings</I>. The descriptive headings of the several Sections and paragraphs
of this Notes Registration Rights Agreement are inserted for convenience only,
do not constitute a part of this Notes Registration Rights Agreement and shall
not affect in any way the meaning or interpretation of this Notes Registration
Rights Agreement.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Entire Agreement; Amendments</I>. This Notes Registration Rights Agreement
and the other writings referred to herein (including the Indenture and the form
of Securities) or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter. This
Notes Registration Rights Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Notes Registration Rights Agreement may be amended and the observance of any
term of this Notes Registration Rights Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only by a
written instrument duly executed by the Company and the holders of at least a
majority in aggregate principal amount of the Registrable Securities at the time
outstanding. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this
Section 9(g), whether or not any notice, writing or marking indicating such
amendment or waiver appears on such Registrable Securities or is delivered to
such holder.
</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Inspection</I>. For so long as this Notes
Registration Rights Agreement shall be in effect, this Notes Registration Rights
Agreement and a complete list of the names and addresses of all the holders of
Registrable Securities shall be made available for inspection and copying on any
business day by any holder of Registrable Securities for proper purposes only
(which shall include any purpose related to the rights of the holders of
Registrable Securities under the Securities, the Indenture and this Agreement)
at the offices of the Company at the address thereof set forth in Section 9(b)
above and at the office of the Trustee under the Indenture.
</FONT>
</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Counterparts</I>. This agreement may be
executed by the parties in counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
</FONT>
</TD>
</TR>
</TABLE>
<BR>





<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
INTERPOOL, INC.<BR>
<BR>
<BR>
By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:
</TD>
</TR>
</TABLE>
<BR>



<P ALIGN=LEFT><FONT SIZE=3>Accepted as of the date hereof:<BR>
<BR>
<BR>

<B>[PURCHASER]</B><BR>
<BR>
<BR>
By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:<BR>
<BR>
<B>[PURCHASER]</B><BR>
<BR>
<BR>
By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:</FONT></P>



<P ALIGN=RIGHT><FONT SIZE=3><B>Exhibit A</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>INTERPOOL, INC.</B><BR>
<BR>
<U>INSTRUCTION TO DTC PARTICIPANTS</U><BR>
<BR>
<I>(Date of Mailing)</I><BR>
<BR>
<B>URGENT - IMMEDIATE ATTENTION REQUESTED<BR>
<BR>
<U>DEADLINE FOR RESPONSE: [DATE]</U>*</B></FONT></P>

<P><FONT SIZE=3>The Depository Trust
Company ("<B><I>DTC</I></B>") has identified you as a DTC Participant through
which beneficial interests in the Interpool, Inc. (the "<B><I>Company</I></B>")
6% Senior Notes due 2014 (the "<B><I>Securities</I></B>") are held.
</FONT></P>

<P><FONT SIZE=3>The Company is in the
process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities
included in the registration statement, beneficial owners must complete and
return the enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire. </FONT></P>

<P><FONT SIZE=3><U>It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible</U> as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire
by <B>[Deadline For Response]</B>. Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact Interpool, Inc., 211 College
Road East, Princeton, New Jersey 08540, Tel: (609) 452-8900. </FONT></P>
<BR>
<BR>
<BR>
<BR>
<P>___________________________<BR>
*Not less than 28 calendar days from date of mailing.</P>
<BR>
<BR>
<BR>

<P ALIGN=CENTER><FONT SIZE=3><B>INTERPOOL, INC.</B><BR>
<BR>
Notice of Registration Statement<BR>
and<BR>
Selling Securityholder Questionnaire<BR>
<BR>
(Date)</FONT></P>



<P><FONT SIZE=3>Reference is hereby made to the Notes Registration Rights
Agreement (the "<B><I>Notes Registration Rights Agreement</I></B>") between
Interpool, Inc. (the "<B><I>Company</I></B>") and the Purchasers named therein.
Pursuant to the Notes Registration Rights Agreement, the Company has filed with
the United States Securities and Exchange Commission (the
"<B><I>Commission</I></B>") a registration statement on Form&#160;[__] (the
"<B><I>Shelf Registration Statement</I></B>") for the registration and resale
under Rule&#160;415 of the Securities Act of 1933, as amended (the
"<B><I>Securities Act</I></B>"), of the Company&#146;s 6% Senior Notes due 2014
(the "<B><I>Securities</I></B>"). A copy of the Notes Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Notes Registration Rights
Agreement. </FONT></P>

<P><FONT SIZE=3>Each beneficial owner of
Registrable Securities (as defined below) is entitled to have the Registrable
Securities beneficially owned by it included in the Shelf Registration
Statement. In order to have Registrable Securities included in the Shelf
Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire ("<B><I>Notice and Questionnaire</I></B>") must be
completed, executed and delivered to the Company&#146;s counsel at the address
set forth herein for receipt ON OR BEFORE <B>[Deadline for Response]</B>.
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i)&#160;will not be named as
selling securityholders in the Shelf Registration Statement and (ii)&#160;may
not use the Prospectus forming a part thereof for resales of Registrable
Securities. </FONT></P>

<P><FONT SIZE=3>Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>The term "<B><I>Registrable Securities</I></B>" is
defined in the Notes Registration Rights Agreement.</FONT></P>
<BR>


<P ALIGN=CENTER><FONT SIZE=3>ELECTION</FONT></P>



<P><FONT SIZE=3>The undersigned holder (the
"<B><I>Selling Securityholder</I></B>") of Registrable Securities hereby elects
to include in the Shelf Registration Statement the Registrable Securities
beneficially owned by it and listed below in Item&#160;(3). The undersigned, by
signing and returning this Notice and Questionnaire, agrees to be bound with
respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Notes Registration Rights Agreement, including,
without limitation, Section 6 of the Notes Registration Rights Agreement, as if
the undersigned Selling Securityholder were an original party thereto.
</FONT></P>

<P><FONT SIZE=3>Upon any sale of
Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Trustee the Notice
of Transfer set forth in Appendix&#160;A to the Prospectus and as Exhibit B to
the Notes Registration Rights Agreement. </FONT></P>

<P><FONT SIZE=3>The Selling Securityholder
hereby provides the following information to the Company and represents and
warrants that such information is accurate and complete: </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>QUESTIONNAIRE</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(1)</TD>
<TD WIDTH=5% ALIGN=LEFT>(a)</TD>
<TD WIDTH=90%>Full Legal Name of Selling Securityholder:
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>(b) </TD>
<TD WIDTH=90%>
Full Legal Name of Registered Holder (if not the same as in (a) above) of
Registrable Securities Listed in Item (3) below:
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>(c)</TD>
<TD WIDTH=90%>
Full Legal Name of DTC Participant (if applicable and if not the same as (b)
above) Through Which Registrable Securities Listed in Item (3) below are Held:
</TD>
</TR>
</TABLE>
<BR>




<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(2) </TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=90%>
Address for Notices to Selling Securityholder:<BR>
<BR>
<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Telephone:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Fax:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Contact Person:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(3) </TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=90%>Is the Selling Securityholder a broker-dealer?

</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=10% ALIGN=LEFT></TD>
<TD WIDTH=85%>Yes&nbsp;&nbsp; <img src="ballot.jpg">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;No&nbsp;&nbsp; <img src="ballot.jpg">
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(4) </TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=90%>
Is the Selling Securityholder an affiliate of a broker-dealer?
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=10% ALIGN=LEFT></TD>
<TD WIDTH=85%>Yes&nbsp;&nbsp; <img src="ballot.jpg">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;No&nbsp;&nbsp; <img src="ballot.jpg">
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(5) </TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=90%>
If the Selling Securityholder is an affiliate of a broker-dealer, will the
Selling Securityholder certify that the Registrable Securities were bought in
the ordinary course of business, and at the time of the purchase of the
Registrable Securities to be resold, no agreements or understandings, directly
or indirectly, with any person to distribute the Registrable Securities existed?
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=10% ALIGN=LEFT></TD>
<TD WIDTH=85%>Yes&nbsp;&nbsp; <img src="ballot.jpg">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;No&nbsp;&nbsp; <img src="ballot.jpg">
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(6) </TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=90%>
Beneficial Ownership of Securities:<BR>
<BR>
<I>Except as set forth below in this Item&#160;(3), the undersigned does not
beneficially own any Securities.</I>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>(a)</TD>
<TD WIDTH=90%>
Principal amount of Registrable Securities beneficially owned: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
CUSIP No(s). of such Registrable Securities: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>(b)</TD>
<TD WIDTH=90%>
Principal amount of Securities other than Registrable Securities beneficially owned:<BR>
___________________________________________________________________________________<BR>
CUSIP No(s). of such other Securities: ___________________________________________
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>(c)</TD>
<TD WIDTH=90%>
Principal amount of Registrable Securities which the undersigned wishes to be
included in the Shelf Registration Statement:____________________________________<BR>
CUSIP No(s). of such Registrable Securities to be included in the Shelf
Registration Statement:__________________________________________________________
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(7)</TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=90%>
Beneficial Ownership of Other Securities of the Company:<BR>
<BR>
<I>Except as set forth below in this Item&#160;(4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any other securities
of the Company, other than the Securities listed above in Item&#160;(3).</I><BR>
<BR>
State any exceptions here:
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(8)</TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=90%>
Relationships with the Company:<BR>
<BR>
<I>Except as set forth below, neither the Selling Securityholder nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.</I><BR>
<BR>
State any exceptions here:
</TD>
</TR>
</TABLE>
<BR>




<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(9) </TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=90%>
Plan of Distribution:
</TD>
</TR>
</TABLE>
<BR>
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <I>Except as set forth below, the undersigned
Selling Securityholder intends to distribute the Registrable Securities listed
above in Item (3) only as follows (if at all): Such Registrable Securities may
be sold from time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealers or agents. Such Registrable
Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions) (i) on any
national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii)&#160;in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv)&#160;through
the writing of options. In connection with sales of the Registrable Securities
or otherwise, the Selling Securityholder may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the Registrable
Securities in the course of hedging the positions they assume. The Selling
Securityholder may also sell Registrable Securities short and deliver
Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may sell such
securities.</I> <BR>
<BR>
State any exceptions here:</FONT></P>

<P ALIGN=RIGHT><FONT SIZE=3>Exhibit A-1</FONT></P>


<P><FONT SIZE=3>By signing below, the
Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act
and the rules and regulations thereunder, particularly Regulation M. </FONT></P>

<P><FONT SIZE=3>In the event that the
Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item&#160;(3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Notes Registration
Rights Agreement. </FONT></P>

<P><FONT SIZE=3>By signing below, the
Selling Securityholder consents to the disclosure of the information contained
herein in its answers to Items&#160;(1) through (9) above and the inclusion of
such information in the Shelf Registration Statement and related Prospectus. The
Selling Securityholder understands that such information will be relied upon by
the Company in connection with the preparation of the Shelf Registration
Statement and related Prospectus. </FONT></P>

<P><FONT SIZE=3>In accordance with the
Selling Securityholder&#146;s obligation under Section&#160;3(d) of the Notes
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Notes Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>(i) </TD>
<TD WIDTH=40%>To the Company:</TD>
<TD WIDTH=50% ALIGN=LEFT>
Interpool, Inc.<BR>
211 College Road East<BR>
Princeton, New Jersey 08540<BR>
Attention: Chief Executive Officer</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>(ii)</TD>
<TD WIDTH=40%>With a copy to:</TD>
<TD WIDTH=50% ALIGN=LEFT>
Interpool, Inc.<BR>
633 Third Avenue, 27th Floor<BR>
New York, New York 10017<BR>
Attn: General Counsel<BR>
Facsimile No.: (212) 986-2038</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company&#146;s counsel, the terms of this
Notice and Questionnaire, and the representations and warranties contained
herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and
assigns of the Company and the Selling Securityholder (with respect to the
Registrable Securities beneficially owned by such Selling Securityholder and
listed in Item (3) above. This Agreement shall be governed in all respects by
the laws of the State of New York. </FONT></P>

<P><FONT SIZE=3>IN WITNESS WHEREOF, the
undersigned, by authority duly given, has caused this Notice and Questionnaire
to be executed and delivered either in person or by its duly authorized agent.<BR>
<BR>
Dated: ______________________</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25% ALIGN=LEFT></TD>
<TD WIDTH=75%>
______________________________________________________________________<BR>
Selling Securityholder<BR>
(Print/type full legal name of beneficial owner of Registrable Securities)<BR>
<BR>
<BR>
<BR>
By: _________________________________________________________________<BR>
Name:<BR>
Title:
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE FOR RECEIPT ON OR BEFORE <B>[DEADLINE FOR RESPONSE]</B> TO THE
COMPANY&#146;S COUNSEL AT: </FONT></P>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>
<BR>
<BR>
<BR>
<P ALIGN=RIGHT><FONT SIZE=3><B>Exhibit B</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>U.S. Bank National Association<BR>
Interpool, Inc.<BR>
c/o U.S. Bank National Association<BR>
60 Livingston Avenue<BR>
St. Paul, MN  55107-2292<BR>
<BR>
Attention:  Trust Officer</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>Re: </TD>
<TD WIDTH=90%>
Interpool, Inc. (the "<B><I>Company</I></B>")<BR>
6% Senior Notes due 2014
</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=LEFT><FONT SIZE=3>Dear Sirs:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Please be advised that ___ has transferred $ aggregate principal amount of the
above-referenced Notes pursuant to an effective Registration Statement on Form
[&nbsp;&nbsp; ] (File No. 333-______ ) filed by the Company.</FONT></P>

<P><FONT SIZE=3>We hereby certify that the prospectus delivery requirements, if
any, of the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a "Selling Holder" in the
Prospectus dated <B>[date]</B> or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner&#146;s name. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Dated:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
Very truly yours,<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;_____________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Name)<BR>
<BR>
By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Authorized Signature)
</TD>
</TR>
</TABLE>

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