This excerpt taken from the PACR 8-K filed Sep 2, 2009.


THIS AMENDMENT TO PLEDGE AGREEMENT (this “Amendment”) is dated as of August 28, 2009 and is entered into by and among each Pledgor named in the signature pages hereof (each a “Pledgor” and, collectively, the “Pledgors”) and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), acting with the consent of the Required Lenders. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).

WHEREAS, the each of the Pledgors entered into that certain Pledge Agreement (as in effect on the date hereof immediately before giving effect to the Amended and Restated Credit Agreement, the “Original Pledge Agreement”) dated as of April 5, 2007;

WHEREAS, Pacer International, Inc. (“Pacer”), the other borrowers party thereto, the lenders party thereto, the Swing Line Lender and L/C Issuers party thereto, and the Administrative Agent have entered into that certain Amended and Restated Credit Agreement dated as of the date hereof (the “Amended and Restated Credit Agreement”) amending and restating the Credit Agreement dated as of April 5, 2007, among Pacer, the lenders party thereto, the L/C Issuers, the Swing Line Lender and the Administrative Agent, as amended by that certain First Amendment and Waiver Agreement dated as of June 29, 2009 (as amended, amended and restated, renewed, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, it is a condition precedent to the effectiveness of the Amended and Restated Credit Agreement that each Pledgor amend the Original Pledge Agreement as provided for herein.

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