0001193125-03-099570 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 29th, 2003 • Pacer International Inc • Arrangement of transportation of freight & cargo • New York

FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of November 17, 2003, among PACER INTERNATIONAL, INC., a Tennessee corporation (the “Borrower”), the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH and HARRIS TRUST & SAVINGS BANK, as Co-Documentation Agents (in such capacity, the “Co-Documentation Agents”), BEAR STEARNS CORPORATE LENDING INC. and CREDIT LYONNAIS NEW YORK BRANCH, as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent” and, together with the Co-Documentation Agents and the Co-Syndication Agents, each, an “Agent” and, collectively, the “Agents”). 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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