0001193125-05-096837 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 5th, 2005 • Pacer International Inc • Arrangement of transportation of freight & cargo • New York

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of April 28, 2005, among PACER INTERNATIONAL, INC., a Tennessee corporation (the “Borrower”), various Subsidiaries of the Borrower, the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

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