0001193125-04-038925 Sample Contracts

Contract
Employment Agreement • March 11th, 2004 • Pacer International Inc • Arrangement of transportation of freight & cargo • Ohio

The Company and the Executive are entering into this Agreement to set forth the terms of the Executive’s employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and the Executive, the Company and the Executive hereby agree as follows:

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Pacer International Inc • March 11th, 2004 • Arrangement of transportation of freight & cargo
PACER INTERNATIONAL, INC. Concord, California 94520 As of January 1, 2004
Pacer International Inc • March 11th, 2004 • Arrangement of transportation of freight & cargo

This letter sets forth our agreement to amend the Management Agreement dated as of May 28, 1999 (the “Agreement”), between Pacer International, Inc. (“Pacer”), and Apollo Management IV, L.P. (“Apollo”). Accordingly, for good and valuable consideration, Pacer and Apollo hereby agree as follows:

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