FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN (employee - two performance metrics version)Performance Stock Unit Award Agreement • July 31st, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Tennessee
This PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 201 by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (the “Grantee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 31st, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • New York
Notwithstanding the foregoing, from the First Amendment Effective Date until December 31, 2012, the Applicable Rate shall be determined as if Pricing Level III were applicable. Thereafter, the Applicable Rate shall be subject to reduction or increase, as applicable and as set forth in the table above, on a quarterly basis according to Average Quarterly Availability. Except as expressly set forth below in this definition, any such increase or reduction in the Applicable Rate provided for herein shall be effective on the first day of each fiscal quarter and shall be based upon the Average Quarterly Availability for the prior fiscal quarter as set forth in the certificate delivered for such prior fiscal quarter pursuant to Section 8.01(c). If the Administrative Agent has not received a certificate from the Borrowers setting forth the Average Quarterly Availability for any fiscal quarter within the time period specified by Section 8.01(c), then the Applicable Rate for any succeeding fiscal
