On June 29, 2009, Pacer International, Inc. (the "Company") entered into a First Amendment and Waiver Agreement (the "First Amendment") with respect to its Credit Agreement dated April 5, 2007 (the "2007 Credit Agreement").

The First Amendment amends the 2007 Credit Agreement to, among other things,
(1) waive compliance with the leverage covenant ratio with respect to the quarter ending June 30, 2009 for a period ending August 31, 2009, (2) reduce the facility from $250 million to $150 million, (3) increase the margin applicable to borrowings under the facility from a variable rate depending on the Company's leverage ratio to a fixed margin of 3.25% per annum on base rate borrowings or 4.50% per annum on Eurodollar rate borrowings, (4) increase letter of credit fees to a fixed 4.50% per annum, (5) increase the commitment fees on the unused portion of the facility to a fixed .50% per annum, and (6) require the Company and its direct and indirect domestic subsidiaries to enter into agreements granting a first priority security interest in substantially all of the Company's and its subsidiaries' present and future personal property. The Company's obligations under the 2007 Credit Agreement, as amended by the First Amendment, continue to be guaranteed by all of its direct and indirect domestic subsidiaries and secured by a pledge of all of the stock or other equity interests of its domestic subsidiaries and a portion of the stock or other equity interests of certain of its foreign subsidiaries.

The press release announcing execution of the First Amendment is attached hereto as Exhibit 99.1. The First Amendment and the related security agreement are attached hereto as Exhibits 10.1 and 10.2, respectively. The description of the First Amendment above is qualified in its entirety by reference to the full text of the First Amendment and the related security agreement.

The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.

The following exhibits are filed as part of this report:

Exhibit 10.1     First Amendment and Waiver Agreement, dated June 29, 2009, among Pacer
                 International, Inc., the lenders from time to time party thereto, the
                 issuers of letters of credit from time to time party thereto, and Bank
                 of America, N.A., as Swing Line Lender and Administrative Agent

Exhibit 10.2     Security Agreement dated June 29, 2009 and made by Pacer
                 International, Inc. and each of its domestic subsidiaries in favor of
                 the Administrative Agent (for the benefit of the Secured Parties)

Exhibit 99.1     Press Release dated July 1, 2009

Dated: July 1, 2009 By: /s/ Brian C. Kane Executive Vice President and Chief Financial Officer