Exhibit 10.70

EXECUTION

# MANDATE LETTER

December 29, 2006

Mr. Martin Tuchman
Interpool Inc.
211 College Road East
Princeton, NJ 08540

Dear Martin:

This letter agreement (the Agreement), when countersigned by you,
will confirm the engagement by Interpool, Inc. (Interpool) of Fortis
Capital Corp. as structuring agent (hereinafter, the together with its
affiliates, Fortis or the Structuring Agent) in
connection with each of the debt facilities (each, a Facility and
collectively, the Facilities) outlined in the Summary of Principal
Terms and Conditions (Term Sheet) attached hereto as Exhibit
A.

This engagement shall be subject to the following terms and conditions:

1.
       Engagement. Interpool hereby appoints Fortis and
Fortis agrees to act as the mandated lead arranger and underwriter of all of the
Facilities. Until this mandate terminates in accordance with the terms of this
Agreement:

|(a) |  | no other person shall be appointed as mandated lead arranger, underwriter,
                    bookrunner, lender, documentation agent, facility agent or swingline agent of
                    the Facilities; and
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|(b) |  | except as may be provided in the Fee Letter (defined below) and the Term Sheet,
                    no other compensation shall be paid to any person, in connection with the
                    Facilities.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.       Fees. In consideration of the
foregoing, Interpool will pay the Structuring Agent the structuring fee set
forth in the structuring fee letter, dated as of the date hereof, between us and
you (the Fee Letter).

3.       Clear
Market.

Interpool shall not and
shall ensure that none of its affiliates shall raise, attempt to raise or enter
into discussions to raise, any other financing without the prior written consent
of Fortis for the period from: (i) the date of this letter through January 14,
2007; or (ii) in the event a commitment letter regarding the Facilities (the
Commitment Letter) is signed by Fortis and Interpool, the earlier of
the date that Interpool draws down under the Facilities or this Agreement and
the Commitment Letter are otherwise terminated per Section 7 below.
Notwithstanding anything to the contrary herein, nothing herein shall in any way
prohibit Interpool from: (A) entering into TRAC leases on such terms and in such
amounts as is consistent with past practices provided that: (i) with regard to
such TRAC Leases entered into after the date hereof and prior to January 2,
2007, Interpool shall use its best commercial efforts to ensure that (a) there
are no restrictions on Interpools ability to collaterally assign its
leasehold interests therein other than that the assignee must be a bank or
financial institution with a certain minimum net worth and that Interpool
(and/or its affiliate) remains primarily liable under such TRAC Lease and (b)
any financial covenants are no more restrictive than those financial covenants
in the TRAC Leases entered into by Interpool since December 31, 2005; and, (ii)
with regard to those TRAC Leases entered into on and after January 2, 2007,
Interpool shall ensure that (y) there are no restrictions on Interpools
ability to collaterally assign its leasehold interests therein other than that
the assignee must be a bank or financial institution with a certain minimum net
worth and that Interpool (and/or its affiliate) remains primarily liable under
such TRAC Lease and (z) any financial covenants are no more restrictive than
those financial covenants in the TRAC Leases entered into by Interpool since
December 31, 2005; (B) amending and restating its existing chassis revolving
credit facility with National City Bank to, among other things, allow Interpool
Containers Limited to finance containers and container finance leases thereunder
provided that, Interpool shall ensure that there are no restrictions on its
ability to prepay such revolving credit facility without penalty (excepting any
breakage costs that may be assessed if the facility is prepaid on a date other
than at the end of an interest period); and/or, (C) discussing, negotiating,
documenting or closing any transactions with third parties relating to or in
connection with an equity investment in Interpool.

4.       
Fees, Costs and Expenses. All fees shall be paid in accordance with the
Fee Letter and the Term Sheet.

5.       
Syndication. Although Fortis has agreed to provide the entire amount of
the Facilities, Interpool shall give any assistance which Fortis reasonably
requires in relation to the syndication of the Facilities including, but not
limited to:

|(a) |  | the preparation of an information memorandum containing all relevant information
                    regarding Interpool and the Facilities (including projections) including, but
                    not limited to, information about Interpool (including its management and
                    information systems) and how the proceeds of the Facilities will be applied (the
                    Information Memorandum). Interpool shall approve the Information
                    Memorandum before Fortis distributes it to potential lenders on Interpools
                    behalf;
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|(b) |  | providing any information reasonably requested by Fortis or potential lenders in
                    connection with syndication;
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|(c) |  | making available the senior management and representatives of Interpool for the
                    purposes of giving presentations to, and participating in meetings with,
                    potential lenders at such times and places as Fortis may reasonable request; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | using commercially reasonable efforts to enable the syndication of the
                    Facilities to benefit from Interpools existing lending relationships.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

6.       Information.

6.1        Interpool
represents and warrants,  to its knowledge,  that as of the date of this Mandate Letter:

|(a) |  | any written factual information provided to Fortis by Interpool with respect to
                    the Facilities (the Information) is true and accurate in all
                    material respects as of the date it was prepared;
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|(b) |  | nothing has occurred or has been omitted and no information has been given or
          withheld that results in the Information being untrue or misleading in any
          material respect; and
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|(c) |  | any financial projections contained in the Information have been prepared in
                    good faith on the basis of recent historical information and/or prior industry
                    experience and on the basis of assumptions that Interpool believes to be
                    reasonable.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.2
       Interpool shall, promptly upon
becoming aware thereof, notify Fortis in writing if any representation and
warranty set out in paragraph 6.1, is incorrect in any material respect and
shall promptly supplement such Information.

6.3
       Interpool acknowledges that Fortis
will be relying on the Information without carrying out any independent
verification; provided, however, that Fortis shall be entitled to conduct any
such independent verification in its discretion.

7.     
Termination of Engagement. Either Fortis or Interpool may terminate this
Agreement if the Commitment Letter is not signed by both parties on or before
January 15, 2007. At any time following the execution of the Commitment Letter
and payment of the first installment of the Structuring Fee and upon 10 days
prior written notice to Fortis, Interpool may terminate this Agreement and the
Commitment Letter in its sole discretion. Upon such termination, Fortis shall
return to Interpool Five Hundred Thousand Dollars ($500,000) of the first
installment of the Structuring Fee (and Fortis shall retain the balance) and
Interpool shall be responsible for all reasonable out of pocket expenses and
reasonable legal expenses of Fortis (as further set forth in the Term Sheet)
from the date the Mandate Letter is executed by Interpool through the date of
termination. At any time following the execution of the Commitment Letter and
payment of the first installment of the Structuring Fee and upon 10 days prior
written notice to Interpool, Fortis may terminate this Agreement and the
Commitment Letter upon a failure in the satisfaction of any of the conditions
set forth in the third (3rd) paragraph of the Commitment Letter. Upon
such termination, Fortis shall return to Interpool Five Hundred Thousand Dollars
($500,000) of the first installment of the Structuring Fee (and Fortis shall
retain the balance) and Interpool shall be responsible for all reasonable out of
pocket expenses and reasonable legal expenses of Fortis (as further set forth in
the Term Sheet) from the date the Mandate Letter is executed by Interpool
through the date of termination.

8.     
  Other Agreements.  (a)  Indemnification.
Interpool hereby agrees to indemnify and hold harmless each of the Structuring
Agent, their affiliated companies, and each of the Structuring Agents and
such affiliated companies respective officers, directors, agents,
employees, and controlling persons (within the meaning of each of Section 20 of
the Securities Exchange Act of 1934 and Section 15 of the Act), and the
successors and assigns of the foregoing persons (each of the foregoing being
hereinafter referred to as an Indemnified Person) to the fullest
extent permitted by law from and against any and all losses, claims, damages,
expenses (including fees, disbursements, and other charges of counsel), actions
(including actions brought by Interpool or Interpools equity holders or
derivative actions brought by any person claiming through Interpool or in
Interpools name), proceedings or investigations (whether formal or
informal), or threats thereof (all of the foregoing being hereinafter referred
to as Liabilities), based solely upon any Indemnified Persons
role under this Agreement; provided, however, that, so long as Interpool
shall have materially complied with Interpools obligations under this
Agreement, Interpool shall not be liable under this paragraph to the extent that
it is judicially determined that any such Liabilities resulted from the willful
misconduct or gross negligence of an Indemnified Person. In connection with
Interpools obligation to indemnify for expenses as set forth above,
Interpool further agrees to reimburse each Indemnified Person for all such
expenses (including reasonable fees, disbursements, and other charges of one
counsel) as they are incurred by such Indemnified Person; provided,
however, that if an Indemnified Person is reimbursed hereunder for any
expenses, such reimbursement of expenses shall be refunded to the extent of a
judgment or determination that the Liabilities in question resulted from the
willful misconduct or gross negligence of such Indemnified Person.

(b)     Other Services. Nothing in this Agreement is
intended to obligate or commit the Structuring Agent, or any of its respective
affiliates, to provide any services other than as set forth herein.

(c)     Cooperation. Interpool undertakes and agrees
to cooperate in good faith with the Structuring Agent, to the fullest reasonable
and practical extent, (1) in the preparation of necessary documentation for the
Facilities; (2) in the furnishing of information reasonably required by the
Structuring Agent in connection with its engagement hereunder; and (3) to
complete the Facilities.

(d)     Governing Law. This Agreement and any claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this Agreement (Claim) shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to the conflicts of law provisions contained therein. Except as set forth below,
no Claim may be commenced, prosecuted or continued in any court other than the
courts of the State of New York located in the City and County of New York or in
the United States District Court for the Southern District of New York, which
courts shall have exclusive jurisdiction over the adjudication of such matters,
and Interpool and the Structuring Agent consent to the jurisdiction of such
courts and personal service with respect thereto. Interpool hereby consents to
personal jurisdiction, service and venue in any court in which any Claim arising
out of or in any way relating to this Agreement is brought by any third party
against the Structuring Agent or any other indemnified party hereunder. Each of
the Structuring Agent and Interpool waive all right to trial by jury in any
proceeding or counterclaim (whether based upon contract, tort or otherwise) in
any way arising out of or relating to this Agreement.

(e)     Advice. For the avoidance of doubt, the
duties and responsibilities of the Structuring Agent will not include (i) giving
tax, legal, regulatory, accountancy or other specialist or technical advice or
services; or (ii) giving general financial or strategic advice, other than as to
the structuring of the Facilities. Interpool confirms that it will rely on its
own counsel, accountants and other similar expert advisors for the type of
advice specified in the preceding sentence.

(f)     Relationship Between the Parties. Interpool
hereby agrees that the Structuring Agent is being engaged hereunder solely to
provide the services described herein to Interpool and that the Structuring
Agent is not acting as an agent or fiduciary of, or have any duty or liability
to, any third party in connection with its engagement hereunder, each of which
are hereby expressly disclaimed. The parties further agree that neither this
Agreement nor any other operation hereunder shall create a general or limited
partnership, association, or joint venture relationship between the parties.

(g)     Miscellaneous. Except as otherwise specified
herein, the term affiliate as used herein shall have the meaning
ascribed to such term in the rules and regulations promulgated under the
Securities Exchange Act of 1934, as amended. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof, supersedes all prior agreements and understanding, both written and
oral, between the parties with respect to the subject matter hereof, and cannot
be amended or otherwise modified except in writing executed by the parties
hereto. Nothing in this Agreement, expressed or implied, is intended to confer
or does confer on any person or entity other than the parties hereto or their
respective successors or assigns, any rights or remedies under or by reason of
this Agreement or as a result of the services to be rendered by the Structuring
Agent under this Agreement. The invalidity or enforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.

(h)     Survival. Notwithstanding anything to the
contrary contained herein, the provisions concerning confidentiality,
indemnification, submission to jurisdiction and choice of law, and the
obligations of the parties to pay indemnities, fees and/or reimburse expenses
shall survive the expiration or termination of this Agreement.

(i)     Headings. The paragraph headings in this
Agreement have been inserted as a matter of convenience of reference and are not
part of this Agreement.

(j)     Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile shall be effective as delivery of a manually executed
counterpart of this Agreement.

(k)     Potential Conflicts. Interpool acknowledges
that Fortis and its subsidiaries, branches and affiliates are involved in a wide
range of commercial banking, investment banking and other activities (including
investment management, corporate finance and securities issuing, trading and
research) from which conflicting interests or duties may arise. Interpool
further acknowledges that Fortis shall not have any duty to disclose to
Interpool or utilize for Interpools benefit any non-public information
acquired in the course of providing services to any other person, engaging in
any transaction (on its own account or otherwise) or otherwise carrying on its
business.

We are delighted to accept this engagement and look forward to working with you
on this assignment. Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed duplicate of this
Agreement.

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INTENTIONALLY BLANK 
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|                                                                                                                                                 | Very truly yours,                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                 | FORTIS CAPITAL CORP.                                                                                                                      
|                                                                                                                                                 | By:     __________________________________
           Name:  ____________________________
           Title:  _____________________________
|                                                                                                                                                 | By:     __________________________________
           Name:  ____________________________
           Title:  _____________________________
|Accepted and Agreed to: 
INTERPOOL, INC. 
By: _____________________________
Name: ___________________________
Title:____________________________ |                                                                                                                                           

EXHIBIT A

Summary of Principal
Terms and Conditions

[See Attached]