EXHIBIT 4.5
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE dated as of October 31, 2000, by and among
Pacer International, Inc., a Tennessee corporation (the "Company"), RFI Group,
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Inc., a Delaware corporation ("RFI"), Ocean World Lines, Inc., a Delaware
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corporation ("OWL"), RF International, Ltd., a New York corporation ("RF
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International") and Wilmington Trust Company, as trustee (the "Trustee"), under
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the Indenture (referred to hereinafter), pursuant to which the Company issued
its 11 3/4% Senior Subordinated Notes due 2007 (the "Securities").
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WITNESSETH:
WHEREAS, the Company, the Guarantors named therein, and the Trustee
executed and delivered a certain Indenture dated as of May 28, 1999 (the
"Indenture"), providing for the issuance of up to an aggregate principal amount
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of $150,000,000 of the Securities;
WHEREAS, the Company by appropriate action has determined that it is
desirable to amend certain provisions of the Indenture; and
WHEREAS, pursuant to a Stock Purchase Agreement dated October 31, 2000,
among the Company, the stockholders of RFI, and certain other individuals and
entities, the Company is acquiring all of the issued and outstanding capital
stock of RFI; and
WHEREAS, Section 4.18 of the Indenture provides that under certain
circumstances the Company is required to cause Domestic Restricted Subsidiaries
that are not Guarantors to execute and deliver to the Trustee a supplemental
indenture and Guarantee (as defined in the Indenture) pursuant to which such
Domestic Restricted Subsidiaries shall unconditionally guarantee all of the
Company's obligations under the Securities and the Indenture on the terms set
forth in the Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, RFI, OWL,
RF International, the Company and the Trustee mutually covenant and agree for
the equal and ratable benefit of the holders of the Securities as set forth
below.
ARTICLE I
AMENDMENT
1.1 Each of RFI, OWL, and RF International (each a "Newly Acquired
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Subsidiary") hereby, jointly and severally with all other Guarantors,
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unconditionally and irrevocably guarantees, on a senior subordinated basis, the
Company's obligations under the Indenture and the Securities on the terms and
subject to the conditions set forth in Article Eleven of the Indenture.
1.2 Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all of the terms, conditions and provisions thereof
shall remain in full force and effect. This Third Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 For all purposes of this Third Supplemental Indenture, except as
otherwise defined or unless the context otherwise requires, capitalized terms
used herein and not defined herein shall have the meaning specified in the
Indenture.
2.2 THIS THIRD SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
2.3 All provisions in this Third Supplemental Indenture respecting the
Company shall bind or inure to the benefit of (as the case may be) the Company,
its successors or assigns.
2.4 The recitals contained herein shall be taken as the statements of the
Company and each Newly Acquired Subsidiary and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity of this Third Supplemental Indenture.
2.5 This Third Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as the date first above written.
PACER INTERNATIONAL, INC.
By:_____________________________________
Name:_______________________________
Title:______________________________
RFI GROUP, INC.
By:_____________________________________
Name:_______________________________
Title:______________________________
OCEAN WORLD LINES, INC.
By:_____________________________________
Name:_______________________________
Title:______________________________
RF INTERNATIONAL, LTD.
By:_____________________________________
Name:_______________________________
Title:______________________________
WILMINGTON TRUST COMPANY
By:_____________________________________
Name:_______________________________
Title:______________________________
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