0001193125-09-142918 Sample Contracts

FIRST AMENDMENT AND WAIVER AGREEMENT
First Amendment and Waiver Agreement • July 1st, 2009 • Pacer International Inc • Arrangement of transportation of freight & cargo • New York

This AMENDMENT AGREEMENT (this “Amendment”) is entered into as of June 29, 2009, by and among PACER INTERNATIONAL, INC., a Tennessee corporation (the “Borrower”), the several financial institutions party hereto as lenders (each a “Lender” and, collectively, the “Lenders”), the several financial institutions party hereto as letter of credit issuers (each an “L/C Issuer” and, collectively, the “L/C Issuers”) and BANK OF AMERICA, N.A., as Swing Line Lender and Administrative Agent (the “Administrative Agent”).

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SECURITY AGREEMENT
Security Agreement • July 1st, 2009 • Pacer International Inc • Arrangement of transportation of freight & cargo • New York

THIS SECURITY AGREEMENT (this “Agreement”), dated as of June 29, 2009, is made by and among PACER INTERNATIONAL, INC., a Tennessee corporation (the “Company”), certain affiliates of the Company listed in Annex I hereto or acceding hereto as provided in Section 24 hereof, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

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