Second Amendment to Amended and Restated Rail Transportation Agreement.



 Exhibit 10.15 
 SECOND AMENDMENT 
 DATED AS OF NOVEMBER 3, 2009 

 TO 
 AMENDED AND RESTATED RAIL TRANSPORTATION AGREEMENT 
 DATED AS OF MAY 15, 2002 
 BETWEEN 
 UNION PACIFIC RAILROAD COMPANY 
 AND 
 PACER INTERNATIONAL, INC., 
 D/B/A PACER STACKTRAIN








 This SECOND AMENDMENT dated as of November 3, 2009 (this “Amendment”)
to the AMENDED AND RESTATED RAIL TRANSPORTATION AGREEMENT dated as of May 15, 2002 is between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (“UP”), and PACER INTERNATIONAL, INC., d/b/a PACER
STACKTRAIN (f/k/a APL LAND TRANSPORT SERVICES, INC.), a Tennessee corporation (“Pacer”). 
 RECITALS 

 UP and Pacer, together with American President Lines, Ltd., and APL Co. PTE Ltd., which are Affiliates of APL Limited
(collectively, “APL”) are parties to an existing Amended and Restated Rail Transportation Agreement dated as of May 15, 2002, as amended and supplemented in writing (the “Existing Agreement”). The Existing
Agreement expires (i.e., ceases to be in effect) on October 11, 2011. 
 APL provides ocean carrier freight
transportation, and Pacer provides intermodal freight transportation and related arrangement and management services for domestic and international shipments on behalf of APL, other third party ocean carriers, and other shippers, shipper’s
agents, property brokers, freight forwarders, motor carriers, intermodal marketing companies, other intermediaries and other parties having a beneficial interest in containerized shipments. UP provides rail transportation services (including related
ramp services) as an intermodal carrier by rail, including services under the Existing Agreement for the following general types of shipments arranged and managed by Pacer: (i) international shipments in containers owned or leased by APL;
(ii) domestic shipments in containers owned or leased by Pacer; (iii) domestic shipments in containers owned or leased by APL or other third party ocean carriers; and (iv) international shipments in containers owned or leased by other
third party ocean carriers. 
 UP and Pacer desire to amend the Existing Agreement so that it will no longer govern their
ongoing commercial relationship regarding domestic shipments arranged and managed by Pacer in 48’ and 53’ containers owned or leased by Pacer. The Existing Agreement will continue to govern and apply to all shipments and other matters that
are not expressly governed by and superseded by this Amendment, and nothing contained in this Amendment will in any way amend, modify or otherwise affect the terms, conditions and other provisions contained in the Existing Agreement that are
applicable to such shipments and other matters. In addition, nothing contained in this Amendment shall in any way amend, modify or otherwise affect any right, benefit, privilege, obligation or liability of APL or any of its Affiliates arising under
or contained in the Existing Agreement, it being expressly acknowledged and understood by the parties that any such amendment or modification or other effect shall require the express written consent of APL in accordance with the terms of the
Existing Agreement. 
  

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 AGREEMENT 
 Accordingly, in consideration of the above premises and the mutual representations, warranties, covenants and agreements contained in this
Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows: 
 Section 1. Definitions 
 Capitalized terms used in this
Amendment have the meanings set forth in Exhibit A to this Amendment or in such other Sections of this Amendment as may be listed in Exhibit A. 
 Section 2. Scope, Effective Date 
 2.1. Scope of this
Amendment. 
 All rates and terms governing UP’s transportation under the Existing Agreement shall, as of the Effective
Date, no longer apply to Pacer’s Domestic Container Business, except as may otherwise be agreed between the parties. Nothing contained in this Amendment shall in any way amend, modify or otherwise affect any right, benefit, privilege,
obligation or liability of APL or any of its Affiliates arising under or contained in the Existing Agreement, it being expressly acknowledged and understood by the parties that any such amendment or modification or other effect shall require the
express written consent of APL in accordance with the terms of the Existing Agreement. 
 2.2. Effective Date.

 This Amendment is effective beginning November 3, 2009 (the “Effective Date”). 
 2.3. Sections of Existing Agreement That No Longer Apply to Pacer Domestic Container Business. 
 As of the Effective Date, those Sections of the Existing Agreement listed on Exhibit B attached hereto (including the appendices and
exhibits related to those Sections) shall no longer apply to Pacer’s Domestic Container Business, unless otherwise expressly agreed by the parties in writing. 
 Section 3. Waivers, Amendments, and Severability 
 All
amendments, supplements, modifications to, and waivers of the terms of this Amendment shall be in writing and signed by the parties. If any part of this Amendment is determined to be invalid, illegal, or unenforceable, such determination shall not
affect the validity, legality, or enforceability of any other part of this Amendment and the remaining parts of this Amendment shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein. 
 Section 4. Miscellaneous Provisions 
 4.1. Captions. 
 Paragraph titles or captions contained in this Amendment
are used for convenience or reference only and are not intended to and shall not in any way enlarge, define, limit, extend or describe the rights or obligations of the Parties or affect the meaning or construction of this Amendment, or any provision
hereof. 
  

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 4.2. Counterparts. 
 This Amendment may be signed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one
and the same instrument. 
 4.3. Public Announcements. 
 Except where such disclosure is required by law or regulation, the parties will coordinate all publicity relating to the transactions
contemplated by this Amendment; and, except where such disclosure is required by law or regulation, no party will release any press release, public statement or other public notice relating to this Amendment or the transactions contemplated by this
Amendment without prior consultation with the other party. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
of the day and year first written above. 
  

													
	UNION PACIFIC RAILROAD COMPANY	 		 		 	 PACER INTERNATIONAL, INC.
       d/b/a Pacer Stacktrain

						
	By:	 	 /s/ James R. Young
	 		 		 	By:	 	 /s/ Michael E. Uremovich

	Title:	 	 Chairman, President and
	 		 		 		 	Title:	 	 Chief Executive Officer

		 	 Chief Executive Officer
	 		 		 		 	

  

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 List of Attachments 
 Exhibit A – Definitions 
 Exhibit B  – Sections of Existing Agreement No Longer
Applicable to Pacer Domestic Container Business 
  

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 Exhibit A – Definitions 
 1. “Affiliate” - means, as to any Person, any other Person who directly or indirectly through one or more intermediaries
Controls, is Controlled by, or is under common Control with such Person. 
 2. “APL” - has the meaning given to
it in the first paragraph of the Recitals to this Amendment. 
 3. “Domestic Big Box Containers” - refers to
48’ and 53’ Containers owned, leased or operated by Pacer, whether on a long-term, short-term, trip or load-by-load basis. Domestic Big Box Containers exclude 48’ and 53’ marine containers (containers built for ocean transport
use by ocean carriers). 
 4. “Domestic Container Business” - means the arrangement, management and
transportation of Domestic Shipments in Domestic Big Box Containers and related services and activities (e.g., repositioning of empty Containers). 
 5. “Domestic Shipments” - refers to shipments moving within the North American continent, including the U.S., Canada, and Mexico, and Puerto Rico, and excludes international shipments
(containerized shipments involved in an ocean voyage leg) that originate or terminate outside the North American continent (including Puerto Rico within the North American continent). 
 6. “Existing Agreement” - has the meaning given to it in the first paragraph of the Recitals to this Amendment. 

7. “Pacer” - has the meaning given to it in the Caption on the first page of this Amendment. 
 8. “Person” - means any natural person, corporation, limited liability company, partnership, trust, association, or other
juridical entity or Governmental Authority. 
 9. “UP” - has the meaning given to it in the Caption on the
first page of this Agreement. 
  

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 EXHIBIT B 
 Provisions of the Existing Agreement That No Longer 
 Apply to Pacer’s Domestic Container Business 
  

			
	 Section
	  	 Caption

	 Section 1
	  	Term
		
	 Section 2
	  	Definitions
		
	 Section 3
	  	Authorized Agent
		
	 Section 4
	  	Rail Transportation Services to be Provided by UP
		
	 Section 5
	  	Terminal Services to be Provided by UP
		
	 Section 6
	  	Equipment Obligations
		
	 Section 7
	  	Service Commitments by UP
		
	 Section 8
	  	APL’s Volume Commitment
		
	 Section 9
	  	Pacer owned Stack Cars
		
	 Section 10
	  	Other APL Obligations
		
	 Section 11
	  	Equipment Storage
		
	 Section 12
	  	Participants and TPI Shipments
		
	 Section 13
	  	Rates / Adjustment to Rates
		
	 Section 14
	  	Competitive Proposals
		
	 Section 15
	  	Force Majeure
		
	 Section 16
	  	Arbitration
		
	 Section 17
	  	Renegotiation
		
	 Section 18
	  	Mutual Indemnity
		
	 Section 19
	  	Claims for Cargo Loss and Damage
		
	 Section 20
	  	Hazardous Materials and Restricted Commodities
		
	 Section 21
	  	Federal Contractor Requirements

  

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	 Section 22
	  	Other Agreements
		
	 Section 23
	  	When Terms and Provisions of UP’s Intermodal Rules Apply
		
	 Section 24
	  	Assignment
		
	 Section 25
	  	Year 2000 Compliance
		
	 Section 26
	  	Notices
		
	 Section 27
	  	Confidentiality
		
	 Section 28
	  	Venue
		
	 Section 29
	  	Applicable Law
		
	 First Amendment
	  	Dated August 1, 2005

  

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