<PAGE>

                                 EXHIBIT 10.1
                                 ------------
<PAGE>

Exhibit 10.1
------------


THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT AND CONSENT TO PLEDGE AGREEMENT
-------------------------------------------------------------------------------

          THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT AND CONSENT TO PLEDGE
AGREEMENT (collectively, this "Amendment"), dated as of December 22, 2000, among
PACER INTERNATIONAL, INC. (f/k/a LAND TRANSPORT SERVICES, INC.), a Tennessee
corporation (the "Borrower"), the lending institutions party to the Credit
Agreement referred to below (the "Banks"), CREDIT SUISSE FIRST BOSTON, as
Documentation Agent (in such capacity, the "Documentation Agent"), MORGAN
STANLEY SENIOR FUNDING, INC., as Syndication Agent (in such capacity, the
"Syndication Agent"), BANKERS TRUST COMPANY, as Administrative Agent (in such
capacity, the "Administrative Agent" and, together with the Documentation Agent
and Syndication Agent, each, an "Agent" and, collectively, the "Agents") and
BANKERS TRUST COMPANY, as Pledgee under the Pledge Agreement referred to below
(the "Pledgee").  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.

                             W I T N E S S E T H:
                             -------------------

          WHEREAS, the Borrower, the Banks and the Agents are parties to a
Credit Agreement, dated as of May 28, 1999 (as amended, modified or supplemented
to, but not including, the date hereof, the "Credit Agreement");

          WHEREAS, the Borrower, various Subsidiaries of the Borrower and the
Pledgee are parties to a Pledge Agreement, dated as of May 28, 1999 (as amended,
modified or supplemented to, but not including, the date hereof, the "Pledge
Agreement");

          WHEREAS, the Borrower desires to acquire all of the capital stock of
Rail Van, Inc., an Ohio corporation ("Rail Van") pursuant to, and in accordance
with the terms of a Stock Purchase Agreement (as amended, modified and/or
supplemented from time to time in accordance with the terms thereof and the
Credit Agreement (as amended by this Amendment), the "Rail Van Stock Purchase
Agreement"), dated as of December 18, 2000, among the Borrower, Rail Van, and
the shareholders of Rail Van (the "Rail Van Acquisition"), which acquisition,
after giving effect to this Amendment, will constitute a Permitted Acquisition
effected in accordance with the requirements of the Credit Agreement as amended
by this Amendment;

          WHEREAS, in connection with the Rail Van Acquisition, the Borrower
desires to incur incremental senior secured bank financing pursuant to a new
term loan facility under the
<PAGE>

Credit Agreement described herein, in the amount and on the terms and conditions
set forth herein, after having determined that same is in its best interests;

          WHEREAS, the Borrower has requested certain amendments and consents to
the Credit Agreement and the Pledge Agreement in connection with the Rail Van
Acquisition and the financing thereof as described below; and

          WHEREAS, subject to the terms and conditions of this Amendment, the
Banks wish to grant certain consents to the Credit Agreement and the Pledge
Agreement and the parties hereto wish to amend the Credit Agreement, in each
case as herein provided;

          NOW, THEREFORE, it is agreed:

I.   Amendments and Consents to Credit Agreement and Pledge Agreement.
     ----------------------------------------------------------------

          1.     Notwithstanding anything to the contrary contained in the
Credit Agreement, the Banks hereby acknowledge and agree that the Rail Van
Acquisition may be effected as a Permitted Acquisition under the Credit
Agreement (and thereupon constitute a "Permitted Acquisition" for all purposes
of the Credit Agreement), so long as:

          (i)    the sole consideration payable in respect of the Rail Van
     Acquisition (exclusive of transaction fees and expenses) shall consist of
     (I) cash in an amount not to exceed $67,000,000 (as such amount may be
     adjusted as provided in Article III, Section 7.15 and Article IX of the
     Rail Van Stock Purchase Agreement), (II) the issuance of Borrower Common
     Stock with an equity value of approximately $7,000,000 (the "Rail Van
     Equity Financing") and (III) the assumption of existing Indebtedness of
     Rail Van and its Subsidiaries (including certain Capitalized Lease
     Obligations) in an aggregate amount not to exceed $12,600,000 (before
     giving effect to the refinancing transactions referred to in clause (v)
     below);

          (ii)   except for the deviation from the requirements of a Permitted
     Acquisition contained in Section 8.14(a)(vi) of the Credit Agreement as set
     forth in clause (i) above, the Rail Van Acquisition shall otherwise be
     effected as a "Permitted Acquisition" in accordance with all applicable
     terms of (and meet all applicable requirements for a Permitted Acquisition
     under) the Credit Agreement (including, without limitation, Sections 8.11,
     8.14, 9.02(h) and 9.15(a) thereof and the delivery of the officer's
     certificate required by Section 8.14(a)(x) thereof));

          (iii)  on or prior to the Third Amendment Effective Date, there shall
     have been delivered to the Administrative Agent true and correct copies of
     the Rail Van Stock Purchase Agreement and all other documents entered into
     in connection with the Rail Van Acquisition (the "Rail Van Acquisition
     Documents"), certified as such by an officer of the Borrower;

          (iv)   on the Third Amendment Effective Date, (w) all Rail Van
     Acquisition Documents shall have been duly executed and delivered by the
     parties thereto and shall be in full force and effect, (x) the
     representations and warranties set forth in the Rail Van
<PAGE>

     Acquisition Documents shall be true and correct in all material respects,
     (y) each of the conditions precedent to the consummation of the Rail Van
     Acquisition as set forth in the Rail Van Acquisition Documents shall have
     been satisfied to the reasonable satisfaction of the Agents or waived with
     the consent of the Agents, and (z) the Rail Van Acquisition and the Rail
     Van Equity Financing shall have been consummated in accordance with all
     applicable law and the relevant Rail Van Documents therefor (without giving
     effect to any amendment or modification thereof or waiver with respect
     thereto unless consented to by the Agents and the Required Banks);

          (v)    on the Third Amendment Effective Date and concurrently with the
     incurrence of A-2 Term Loans on such date, (I) approximately $11,000,000 of
     Indebtedness of Rail Van and its Subsidiaries shall have been repaid in
     full, together with all fees and other amounts owing thereon (the "Existing
     Rail Van Indebtedness to Be Refinanced"), all commitments under the
     documents evidencing the Existing Rail Van Indebtedness to Be Refinanced
     shall have been terminated and all letters of credit issued pursuant to the
     documents evidencing the Existing Rail Van Indebtedness to Be Refinanced
     shall have been terminated, (II) all security interests in respect of, and
     Liens securing, the Existing Rail Van Indebtedness to Be Refinanced shall
     have been terminated and released (except for UCC-1 financing statements
     covering the property of Rail Van and its Subsidiaries, so long as proper
     termination statements (Form UCC-3 or the appropriate equivalent) for each
     jurisdiction in which such property is located are delivered to the
     Administrative Agent within 5 Business Days after the Third Amendment
     Effective Date), and the Administrative Agent shall have received all such
     releases as may have been requested by the Administrative Agent, which
     releases shall be in form and substance satisfactory to the Agents and
     (III) the Administrative Agent shall have received evidence in form, scope
     and substance reasonably satisfactory to the Agents that the matters set
     forth herein to be satisfied on the Third Amendment Effective Date have
     been satisfied on the Third Amendment Effective Date;

          (vi)   on the Third Amendment Effective Date, all necessary
     governmental (domestic and foreign), regulatory and third party approvals
     in connection with the Rail Van Transaction, the transactions contemplated
     by this Amendment and the other Rail Van Documents and otherwise referred
     to herein or therein, shall have been obtained and remain in effect, and
     all applicable waiting periods shall have expired without any action being
     taken by any competent authority which restrains, prevents or imposes, in
     the judgment of the any Agent, materially adverse conditions upon the
     consummation of the Rail Van Transaction and the transactions contemplated
     by this Amendment;

          (vii)  on the Third Amendment Effective Date, there shall not exist
     any judgment, order, injunction or other restraint issued or filed or a
     hearing seeking injunctive relief or other restraint pending or notified
     prohibiting or imposing materially adverse conditions upon, or materially
     delaying, or making economically unfeasible, the consummation of the Rail
     Van Transaction or the transactions contemplated by this Amendment;

          (viii) on the Third Amendment Effective Date, after giving effect to
     the Rail Van Transaction, nothing shall have occurred since December 31,
     1999 (and neither the
<PAGE>

     Banks nor any Agent shall have become aware of any facts or conditions not
     previously known) which any Agent or the Required Banks shall determine has
     had, or could reasonably be expected to have (x) a material adverse effect
     on the rights or remedies of the Agents or the Banks, or on the ability of
     the Credit Parties to perform their respective obligations to the Agents
     and the Banks under the Credit Documents, (y) a Material Adverse Effect or
     (z) a material adverse effect on the Rail Van Transaction or the business,
     properties, assets, liabilities, condition (financial or otherwise) or
     prospects of Rail Van and its Subsidiaries taken as a whole; and

          (ix)   on the Third Amendment Effective Date, no actions, suits,
     proceedings or investigations by any entity (private or governmental) shall
     be pending or threatened (a) with respect to the Rail Van Transaction, the
     Credit Agreement or any documentation executed in connection therewith, (b)
     which could reasonably be expected to have a Material Adverse Effect or (c)
     which any Agent or the Required Banks shall determine could reasonably be
     expected to (x) have a Material Adverse Effect or (y) have a materially
     adverse effect on (I) the Rail Van Transaction, (II) the rights or remedies
     of the Banks or the Agents under the Credit Agreement or under any other
     Credit Document or on the ability of any Credit Party to perform its
     respective obligations to the Banks or the Agents under the Credit
     Agreement or under any other Credit Document or (III) the business,
     properties, assets, liabilities, condition (financial or otherwise) or
     prospects of Rail Van and its Subsidiaries taken as a whole.

          2.     Section 1.01(a) of the Credit Agreement is hereby amended by
deleting each reference to the word "Term" appearing in said Section and
inserting the text "A-1 Term" in lieu thereof.

          3.     Section 1.01 of the Credit Agreement is hereby further amended
by inserting the following text at the end of said Section:

          "(e)   Subject to and upon the terms and conditions set forth herein,
     each Bank with an A-2 Term Loan Commitment severally agrees to make a term
     loan or term loans (each, an "A-2 Term Loan" and, collectively, the "A-2
     Term Loans") to the Borrower, which A-2 Term Loans:

          (i)    shall be incurred by the Borrower pursuant to a single drawing
     on the Third Amendment Effective Date for the purposes described in Section
     7.05(d);

          (ii)   shall be denominated in U.S. Dollars;

          (iii)  except as hereafter provided, shall, at the option of the
     Borrower, be incurred and maintained as, and/or converted into, Base Rate
     Loans or Eurodollar Loans, provided, that (x) except as otherwise
                                --------
     specifically provided in Section 1.10(b), all A-2 Term Loans made as part
     of the same Borrowing shall at all times consist of A-2 Term Loans of the
     same Type and (y) unless the Administrative Agent has determined that the
     A-2 Term Loan Syndication Date has occurred (at which time this clause (y)
     shall no longer be applicable), no more than three Borrowings of A-2 Term
     Loans to be maintained as Eurodollar Loans may be
<PAGE>

     incurred prior to the 90th day after the Third Amendment Effective Date,
     each of which Borrowings of Eurodollar Loans may only have an Interest
     Period of one month, and the first of which Borrowings may only be made on
     the Third Amendment Effective Date, the second of which Borrowings may only
     be made on the last day of the Interest Period of the first such Borrowing
     and the third of which Borrowings may only be made on the last day of the
     Interest Period of the second such Borrowing; and

          (iv) shall be made by each Bank in that initial aggregate principal
     amount as is equal to the A-2 Term Loan Commitment of such Bank on the
     Third Amendment Effective Date (before giving effect to any reductions
     thereto on such date pursuant to Section 3.03(d)).

     Once repaid, A-2 Term Loans incurred hereunder may not be reborrowed.".

          4.   Section 1.03(a) of the Credit Agreement is hereby amended by
deleting the text "Term Loans" appearing in said Section and inserting the text
"A-1 Term Loans, A-2 Term Loans" in lieu thereof.

          5.   Section 1.05(a) of the Credit Agreement is hereby amended by (x)
deleting the text "Term" in each place it appears in clause (i) of said Section
and inserting the text "A-1 Term" in lieu thereof, (y) deleting the word "and"
appearing at the end of clause (ii) of said Section and inserting a comma in
lieu thereof and (z) inserting the following new clause (iv) at the end of said
Section:

     "and (iv) if A-2 Term Loans, by a promissory note substantially in the form
     of Exhibit B-4 with blanks appropriately completed in conformity herewith
     (each, an "A-2 Term Note" and, collectively, the "A-2 Term Notes")".

          6.   Section 1.05(b) of the Credit Agreement is hereby amended by
deleting each reference to the word "Term" appearing in said Section and
inserting the text "A-1 Term" in lieu thereof.

          7.   Section 1.05 of the Credit Agreement is hereby further amended by
(i) redesignating clauses (e) and (f) of said Section as clauses (f) and (g),
respectively, and (ii) inserting the following new clause (e) immediately
following clause (d) of said Section:

          "(e)  The A-2 Term Note issued to each Bank with an A-2 Term Loan
     Commitment or outstanding A-2 Term Loans shall (i) be executed by the
     Borrower, (ii) be payable to such Bank or its registered assigns and be
     dated the Third Amendment Effective Date (or, in the case of any A-2 Term
     Note issued after the Third Amendment Effective Date, the date of issuance
     thereof), (iii) be in a stated principal amount equal to the A-2 Term Loan
     Commitment of such Bank on the Third Amendment Effective Date (or, in the
     case of any A-2 Term Note issued after the Third Amendment Effective Date,
     in a stated principal amount equal to the outstanding principal amount of
     the A-2 Term Loan of such Bank on the date of the issuance thereof) and be
     payable in the principal amount of A-2 Term Loans evidenced thereby, (iv)
     mature on the A-2 Term Loan
<PAGE>

     Maturity Date, (v) bear interest as provided in the appropriate clause of
     Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the
     case may be, evidenced thereby, (vi) be subject to voluntary repayment as
     provided in Section 4.01 and mandatory repayment as provided in Section
     4.02 and (vii) be entitled to the benefits of this Agreement and the other
     Credit Documents.".

          8.     Section 1.06 of the Credit Agreement is hereby amended by (x)
redesignating clause (iv) of the proviso to the first sentence of said Section
as clause (v) and (y) inserting the following new clause (iv) immediately
following clause (iii) of the proviso to the first sentence of said Section:

     ", (iv) unless the Administrative Agent has determined that the A-2 Term
     Loan Syndication Date has occurred (at which time this clause (iv) shall no
     longer be applicable), prior to the 90th day after the Third Amendment
     Effective Date, A-2 Term Loans maintained as Base Rate Loans may not be
     converted into Eurodollar Loans unless any such conversion is effective on
     the first day of the first, second or third Interest Period referred to in
     clause (y) of the proviso in Section 1.01(e)(iii) and so long as such
     conversion does not result in a greater number of Borrowings of Eurodollar
     Loans prior to the 90th day after the Third Amendment Effective Date as are
     permitted under Section 1.01(e)(iii).".

          9.     Section 1.07 of the Credit Agreement is hereby amended by
deleting the first sentence of said Section in its entirety and inserting the
following sentence in lieu thereof:

     "All Borrowings of A-1 Term Loans, A-2 Term Loans and Revolving Loans under
     this Agreement shall be incurred by the Borrower from the Banks pro rata on
                                                                     --- ----
     the basis of such Banks' A-1 Term Loan Commitments, A-2 Term Loan
     Commitments or Revolving Loan Commitments, as the case may be; provided
                                                                    --------
     that all Borrowings of Revolving Loans made pursuant to a Mandatory
     Borrowing shall be incurred from the RL Banks pro rata on the basis on
                                                   --- ----
     their respective Adjusted RL Percentages.".

          10.    Section 1.09 of the Credit Agreement is hereby amended by (i)
deleting the text "(but otherwise subject to clause (y) of the proviso to
Sections 1.01(a)(iii) and 1.01(b)(iii) and to clause (iii) of the proviso to
Section 1.06)" appearing in said Section and inserting the text "(but otherwise
subject to clause (y) of the proviso to Sections 1.01(a)(iii), 1.01(b)(iii) and
1.01(e)(iii) and to clauses (iii) and (iv) of the proviso to Section 1.06)" in
lieu thereof and (ii) deleting clause (vii) appearing in said Section in its
entirety and inserting the following new clause (vii) in lieu thereof:

          "(vii) no Interest Period in respect of any Borrowing of A-1 Term
     Loans or A-2 Term Loans shall be elected which extends beyond any date upon
     which a Scheduled Repayment will be required to be made under Section
     4.02(b)(i) or (ii), as the case may be, if, after giving effect to the
     election of such Interest Period, the aggregate principal amount of such A-
     1 Term Loans or A-2 Term Loans, as the case may be,  which have Interest
     Periods which will expire after such date will be in excess of the
     aggregate principal amount of such A-1 Term Loans or A-2 Term Loans, as the
     case may be, permitted to be outstanding after such required Scheduled
     Repayment.".

          11.    Section 1.13 of the Credit Agreement is hereby amended by (i)
deleting the second parenthetical appearing in clause (i) of the proviso to said
Section and inserting the text "(or, in the case of the replacement of less than
all the Tranches of Commitments and outstanding Loans of the respective Replaced
Bank, all the Commitments and all then
<PAGE>

outstanding Loans relating to the Tranche or Tranches with respect to which such
Bank is being replaced), (ii) deleting the text "(except for the replacement of
only the outstanding Term Loans of the respective Bank)" appearing in said
Section and inserting the text "(except for the replacement of only the
outstanding Term Loans of any or all Tranches of Term Loans of the respective
Bank)" in lieu thereof and (iii) inserting the text "of any or all Tranches of
Term Loans" immediately after the text "outstanding Term Loans" appearing in
subclause (y) of clause (i) to the proviso in said Section.

          12.    Section 3.03 of the Credit Agreement is hereby amended by (i)
deleting the text "The Total Commitment (and the" appearing in clause (a) of
said Section and inserting the text "Each of the Total A-1 Term Loan Commitment
and the Total Revolving Loan Commitment (and the A-1" in lieu thereof, (ii)
inserting the text "A-1" immediately prior to each appearance of the word "Term"
appearing in clause (b) of said Section, (iii) redesignating clauses (d) and (e)
of said Section as clauses (e) and (f), respectively, (iv) inserting the
following new clause (d) immediately following clause (c) of said Section:

          "(d)   In addition to any other mandatory commitment reductions
     pursuant to this Section 3.03, the Total A-2 Term Loan Commitment (and the
     A-2 Term Loan Commitment of each Bank with such a Commitment) shall
     terminate in its entirety on the Third Amendment Effective Date (after
     giving effect to the incurrence of A-2 Term Loans on such date)."

and (v) deleting clause (f) of said Section (as redesignated pursuant to clause
(iii) above) in its entirety and inserting the following new clause (f) in lieu
thereof:

          "(f)   Each reduction to the Total A-1 Term Loan Commitment, the Total
     A-2 Term Loan Commitment or Total Revolving Loan Commitment pursuant to
     this Section 3.03 (or pursuant to Section 4.02) shall be applied
     proportionately to reduce the A-1 Term Loan Commitment, A-2 Term Loan
     Commitment or the Revolving Loan Commitment, as the case may be, of each
     Bank with such a Commitment.".

          13.    Section 4.01 of the Credit Agreement is hereby amended (i) by
inserting the text "A-1 Term Loans, A-2" immediately preceding the text "Term
Loans" in the preamble of said Section, (ii) inserting the text "A-1 Term Loans,
A-2" immediately preceding the first reference to "Term Loans" appearing in
clause (i) of said Section, (iii) inserting the text "A-1 Term Loans and A-2"
immediately preceding the text "Term Loans" appearing in clause (v) of said
Section, (iv) inserting the text "of the respective Tranche" immediately prior
to the text "on a pro rata basis" appearing in clause (v) of said Section, (v)
deleting the word "and" appearing at the end of clause (v) of said Section, (vi)
deleting the period at the end of clause (vi) of said Section and inserting the
text "; and" in lieu thereof and (vii) inserting the following new clause (vii)
immediately after clause (vi) appearing in said Section:

          "(vii) each prepayment of principal of Term Loans pursuant to this
     Section 4.01 (except as provided in preceding clause (vi)) shall be applied
     to the A-1 Term Loans and A-2 Term Loans on a pro rata basis (based upon
     the then outstanding principal amount of A-1 Term Loans and A-2 Term
     Loans).".
<PAGE>

          14.    Section 4.02(b) of the Credit Agreement is hereby amended by
(i) inserting the text "(i)" immediately prior to the text "In addition"
appearing in said Section, (ii) deleting the word "Term" appearing in said
Section and inserting the text "A-1 Term" in lieu thereof, (iii) deleting the
text "Scheduled Repayment" in each place it appears in said Section and
inserting the text "A-1 Term Loan Scheduled Repayment" in lieu thereof, (iv)
inserting the text "A-1" before the text "Term Loan Maturity Date" appearing in
said Section and (v) inserting the following new clause (ii) at the end of said
Section:

          "(ii)  In addition to any other mandatory repayments or commitment
     reductions pursuant to this Section 4.02, on each date set forth below, the
     Borrower shall be required to repay that principal amount of A-2 Term
     Loans, to the extent then outstanding, as is set forth opposite such date
     (each such repayment, as the same may be reduced as provided in Sections
     4.01 and 4.02(h), an "A-2 Term Loan Scheduled Repayment"):

     A-2 Term Loan Scheduled Repayment Date                   Amount
     --------------------------------------                   ------
     March 31, 2001                                           $100,000
     June 30, 2001                                            $100,000
     September 30, 2001                                       $100,000
     December 31, 2001                                        $100,000

     March 31, 2002                                           $100,000
     June 30, 2002                                            $100,000
     September 30, 2002                                       $100,000
     December 31, 2002                                        $100,000

     March 31, 2003                                           $100,000
     June 30, 2003                                            $100,000
     September 30, 2003                                       $100,000
     December 31, 2003                                        $100,000

     March 31, 2004                                           $100,000
     June 30, 2004                                            $100,000
     September 30, 2004                                       $100,000
     December 31, 2004                                        $100,000

     March 31, 2005                                           $100,000
     June 30, 2005                                            $100,000
     September 30, 2005                                       $100,000
     December 31, 2005                                        $100,000
<PAGE>

     A-2 Term Loan Scheduled Repayment Date                   Amount
     --------------------------------------                   ------

     March 31, 2006                                           $100,000
     A-2 Term Loan Maturity Date                              $37,900,000".

          15.  Section 4.02(h) is hereby amended by deleting said Section in its
entirety and inserting the following new Section 4.02(h) in lieu thereof:

          "Each amount required to be applied pursuant to (I) Sections 4.02(c),
     (f) and (g) in accordance with this Section 4.02(h) shall be applied (i)
     first, to repay the outstanding principal amount of Term Loans and (ii)
     -----
     second, to the extent in excess of the amounts required to be applied
     ------
     pursuant to preceding subclause (i), to reduce the Total Revolving Loan
     Commitment and (II) Sections 4.02(d) and (e) in accordance with this
     Section 4.02(h) shall be applied (i) first, to repay the outstanding
                                          -----
     principal amount of A-2 Term Loans, (ii) second, to the extent in excess of
                                              ------
     the amounts required to be applied pursuant to preceding subclause (i) of
     this clause (II), to repay the outstanding principal amount of A-1 Term
     Loans and (iii) third, to the extent in excess of the amounts required to
                     -----
     be applied pursuant to preceding subclauses (i) and (ii) of this clause
     (II), to reduce the Total Revolving Loan Commitment (it being understood
     and agreed that (x) the amount of any reduction to the Total Revolving Loan
     Commitment as provided in preceding subclauses (I)(ii) and (II)(iii) shall
     be deemed to be an application of proceeds for purposes of this Section
     4.02(h) even though cash is not actually applied, (y) any cash received by
     the Borrower or such Subsidiary in connection with the event giving rise to
     such reduction will be retained by such Person except to the extent that
     such cash is otherwise required to be applied as provided in Section
     4.02(a) as a result of any reduction to the Total Revolving Loan Commitment
     and (z) such reduction shall be made in accordance with Section 3.03(f)).
     Each amount required to be applied to repay outstanding Term Loans pursuant
     to clause (I) of the preceding sentence of this Section 4.02(h) shall be
     applied pro rata to each Tranche of Term Loans based upon the then
             --- ----
     outstanding principal amounts of the respective Tranches (with each Tranche
     of Term Loans to be allocated that percentage of the amount to be applied
     as is equal to a fraction (expressed as a percentage), the numerator of
     which is equal to the then outstanding principal amount of such Tranche of
     Term Loans and the denominator of which is equal to the then outstanding
     principal amount of all Term Loans).  All repayments of outstanding Term
     Loans pursuant to Section 4.02(c), (d), (e), (f) or (g) shall be applied to
     reduce the then remaining Scheduled Repayments of the respective Tranche of
     Term Loans on a pro rata basis (based upon the then remaining Scheduled
                     --- ----
     Repayments of the respective Tranche after giving effect to all prior
     reductions thereto).".

          16.  Section 7.04 of the Credit Agreement is hereby amended by
inserting the text ", the Rail Van Transaction, any Rail Van Acquisition
Document" immediately after the word "Transaction" appearing in said Section.

          17.  Section 7.05 of the Credit Agreement is hereby amended by (i)
deleting the word "Term" appearing in clause (a) of said Section and inserting
the text "A-1 Term" in lieu thereof, (ii) inserting the text "; provided that
                                                                --------
proceeds of Revolving Loans in an amount not to
<PAGE>

exceed $40,200,000 may be used for the purposes described in Section 7.05(d)
below" immediately after the text "Transaction)" appearing in clause (b) of said
Section and (iii) inserting the following new clause (d) at the end of said
Section:

          "(d)   The proceeds of all A-2 Term Loans shall be utilized by the
     Borrower on the Third Amendment Effective Date to (x) finance the Rail Van
     Acquisition and the Rail Van Refinancing and (y) pay fees and expenses (not
     to exceed $2,200,000) incurred in connection with the Rail Van
     Transaction.".

          18.    Section 7.10 of the Credit Agreement is hereby amended by (i)
inserting the following new subclause (III) immediately subclause (II) of clause
(b) of said Section:

          "(III) (i)  The audited consolidated balance sheets of Rail Van and
     its Subsidiaries at December 31, 1998 and December 31, 1999 and the related
     consolidated statements of income and cash flow and changes in
     shareholders' equity of Rail Van and its Subsidiaries for the fiscal years
     ended on such dates, and furnished to the Banks prior to the Third
     Amendment Effective Date, (ii) the unaudited consolidated balance sheet of
     Rail Van and its Subsidiaries as of the end of the fiscal quarter of Rail
     Van ended September 30, 2000 and the related consolidated statements of
     income of Rail Van and its Subsidiaries for the nine months then ended, and
     furnished to the Banks prior to the Third Amendment Effective Date and
     (iii) an unaudited pro forma consolidated balance sheet of the Borrower and
                        --- -----
     its Subsidiaries as of September 30, 2000 and after giving effect to the
     Rail Van Transaction and the incurrence of all Indebtedness (including the
     A-2 Term Loans) contemplated herein (the "Rail Van Pro Forma Balance
                                                        --- -----
     Sheet"), in each case present fairly in all material respects the financial
     condition of Rail Van and its Subsidiaries at the dates of such balance
     sheets and the results of the operations of Rail Van and its Subsidiaries
     for the periods covered thereby (or, in the case of the Rail Van Pro Forma
                                                                      --- -----
     Balance Sheet, presents a good faith estimate of the consolidated pro forma
                                                                       --- -----
     financial condition of the Borrower (after giving effect to the Rail Van
     Transaction at the date thereof)), subject, in the case of unaudited
     financial statements, to normal year-end adjustments.  All such financial
     statements (other than the aforesaid Rail Van Pro Forma Balance Sheet) have
                                                   --- -----
     been prepared in accordance with GAAP consistently applied except to the
     extent provided in the notes to said financial statements and subject, in
     the case of the nine-month financial statements, to normal year-end audit
     adjustments (none of which, individually or in the aggregate, would be
     material) and the absence of footnotes and schedules."

, (ii) inserting the following sentence at the end of clause (c) of said
Section:

          "After giving effect to the Transaction and the Rail Van Transaction,
     since December 31, 1999 (but assuming the Transaction and the Rail Van
     Transaction had occurred immediately prior to such date), nothing has
     occurred that has had or could reasonably be expected to have a Material
     Adverse Effect.";

, (iii) deleting the word "Initial Borrowing Date" appearing in subclause (i) of
clause (d) of said Section and inserting the text "each of the Initial Borrowing
Date and the Third Amendment Effective Date" in lieu thereof and (iv) inserting
the following new clause (f) at the end of said Section:
<PAGE>

          "(f) The Updated Projections have been prepared on a basis
     consistent with the financial statements referred to in Section
     7.10(b)(III), and have been prepared in good faith and are based
     on reasonable assumptions under the then known facts and
     circumstances. On the Third Amendment Effective Date, the
     management of the Borrower believes that the Updated Projections
     are reasonable and attainable based upon the then known facts and
     circumstances (it being understood that nothing contained in this
     Section 7.10(f) shall constitute a representation that the
     results forecasted in such Updated Projections will in fact be
     achieved). There is no fact known to the Borrower, Rail Van or
     any of their Subsidiaries which could reasonably be expected to
     have a Material Adverse Effect, which has not been disclosed
     herein or in such other documents, certificates and statements
     furnished to the Banks for use in connection with the Rail Van
     Transaction.".

          19.  Section 7.11 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing prior to the text "(ii)" appearing in said
Section and inserting a comma in lieu thereof, (ii) inserting the text "and
(iii) in the case of any Security Agreement Collateral acquired after the
Initial Borrowing Date, the foregoing representation as to the perfection,
superiority and priority of the security interest in such after-acquired
Security Agreement Collateral, shall not be made hereunder until the time limit
specified in Section 2.1 of the Security Agreement for the filing of UCC-1
financing statements covering such Security Agreement Collateral has lapsed"
immediately after the text "Section 9.03" appearing in said Section and (iii)
inserting the text "(or, in the case of filings or recordings required pursuant
to the Security Agreement in respect of Security Agreement Collateral acquired
after the Initial Borrowing Date, on or prior to such later date as shall be
specified for such filing pursuant to Section 2.1 of the Security Agreement)"
immediately after the text "9.15" appearing in said Section.

          20.  Section 7.18 of the Credit Agreement is hereby amended by (i)
deleting the text "Initial Borrowing Date" appearing in said Section and
inserting the text "Third Amendment Effective Date" in lieu thereof and (ii)
inserting the text "and the Rail Van Transaction" immediately after the word
"Transaction' appearing in said Section.

          21.  Section 7.22 of the Credit Agreement is hereby amended by
deleting the text "Initial Borrowing Date" appearing in said Section and
inserting the text "Third Amendment Effective Date (immediately after giving
effect to the Rail Van Transaction)" in lieu thereof.

          22.  Section 7 of the Credit Agreement is hereby amended by
inserting the following new Sections 7.28 and 7.29 at the end of said Section:

          "7.28  Rail Van Transaction. At the time of consummation thereof, the
                 --------------------
     Rail Van Transaction shall have been consummated in all material respects
     in accordance with the terms of the relevant Rail Van Documents therefor
     and all applicable laws.  At the time of consummation thereof, all material
     consents and approvals of, and filings and registrations with, and all
     other actions in respect of, all governmental agencies, authorities or
     instrumentalities required in order to make or consummate the Rail Van
     Transaction in accordance with the terms of the relevant Rail Van Documents
     therefor
<PAGE>

     and all applicable laws have been obtained, given, filed or taken and are
     or will be in full force and effect (or effective judicial relief with
     respect thereto has been obtained). All applicable waiting periods with
     respect thereto have or, prior to the time when required, will have,
     expired without, in all such cases, any action being taken by any competent
     authority which restrains, prevents, or imposes material adverse conditions
     upon the Rail Van Transaction. Additionally, there does not exist any
     judgment, order or injunction prohibiting or imposing material adverse
     conditions upon any element of the Rail Van Transaction, the occurrence of
     any Credit Event, or the performance by the Borrower, Rail Van and their
     respective Subsidiaries of their respective obligations under the Rail Van
     Documents and all applicable laws. At the time of the consummation of the
     Rail Van Transaction and immediately after giving effect thereto, no
     Default or Event of Default exists.

          7.29  Updated Security Agreement and Pledge Agreement Schedules.  The
                ---------------------------------------------------------
     updated schedules to the Pledge Agreement and the Security Agreement
     furnished pursuant to Part II, Section 5(xii) of the Third Amendment are
     true and correct in all material respects as of the date of their delivery,
     and accurately present in all material respects all information which was
     originally required to be scheduled pursuant to the Pledge Agreement and
     Security Agreement on the Initial Borrowing Date, but modified to reflect
     any changes which occurred between the Initial Borrowing Date and such date
     of delivery.".

          23.   Section 8 of the Credit Agreement is hereby amended by inserting
the following new Section 8.20 at the end of said Section:

          "8.20 Additional Pledge Obligations.  Within forty-five (45) days
                -----------------------------
     after the Third Amendment Effective Date, (i) the Borrower shall have duly
     authorized, executed and delivered to the Administrative Agent a pledge
     agreement governed by the laws of Mexico covering 66-2/3% of the equity
     interests of Servicios Pacer, S. de R.L. de C.V. owned by the Borrower (as
     amended, modified, restated and/or supplemented from time to time, the
     "Mexican Pledge Agreement"), which Mexican Pledge Agreement shall be in
     form and substance satisfactory to the Administrative Agent and in full
     force and effect, (ii) the Mexican Pledge Agreement shall have been duly
     recorded or filed in such manner and in such places as required by Mexican
     law to establish, perfect, preserve and protect the pledge in favor of the
     pledgee thereunder, (iii) all taxes, fees and other charges payable in
     connection with Mexican Pledge Agreement (including the recordation
     thereof) shall have been paid in full and (iv) the Administrative Agent
     shall have received such other evidence that all actions necessary or, in
     the opinion of the Administrative Agent, desirable, to perfect and/or
     render enforceable the security interest purported to be created by the
     Mexican Pledge Agreement have been taken (including, without limitation,
     the delivery of an opinion from Mexican counsel acceptable to the
     Administrative Agent in form, scope and substance reasonably satisfactory
     to the Administrative Agent)."

          24.   Section 9.12 of the Credit Agreement is hereby amended by (i)
inserting the text "or redeem Senior Subordinated Notes pursuant to, and in
accordance with the terms of, Paragraph 7 of the Securities (as defined in the
Senior Subordinated Notes Indenture) and Article
<PAGE>

Three of the Senior Subordinated Notes Indenture" immediately after the text "on
the open market" appearing in clause (ii) of said Section, (ii) inserting the
text "(I)" immediately after the text "so long as" appearing in clause (y) of
the proviso in clause (ii) of said Section, (iii) inserting the text "and (II)
in the case of any redemption of Senior Subordinated Notes in the manner
contemplated above, (A) no Default or Event of Default exists on the date of the
delivery of the redemption notification pursuant to Sections 3.01 and 3.03 of
the Senior Subordinated Notes Indenture and (B) the Adjusted Total Leverage
Ratio is less than 4.0:1.0 on the last day of the Test Period most recently
ended prior to the date of the delivery of the redemption notification pursuant
to Sections 3.01 and 3.03 of the Senior Subordinated Notes Indenture (as set
forth in the officer's certificate then most recently delivered pursuant to
Section 8.01(e))" immediately after the text "8.01(e))" appearing in clause (y)
of the proviso in clause (ii) of said Section and (iv) inserting the text ", the
Rail Van Acquisition Documents," immediately after the text "any APL Limited
Agreement" appearing in clause (v) of said Section.

          25.  Section 10.03 of the Credit Agreement is hereby amended by
inserting the text ", 8.20" immediately following the text "8.14" appearing in
said Section.

          26.  The definition of "Applicable Margin" appearing in Section 11 of
the Credit Agreement is hereby amended by (i) deleting each reference to "3.5:1"
appearing in the pricing grid in said definition and inserting the text "3.25:1"
in lieu thereof and (ii) inserting the following new clause (w) immediately
prior to clause (x) appearing in the last sentence of said definition:

          "(w) at all times on and after the Third Amendment Effective Date and
     prior to the date of delivery of the financial statements pursuant to
     Section 8.01(b) for the fiscal quarter ended June 30, 2001, in no event
     shall the Applicable Margins be less than those that would be in effect
     (determined pursuant to the pricing grid above) if the Total Leverage Ratio
     were 3.50:1.0 at all times during such period,".

          27.  The definition of "Loan" appearing in Section 11 of the Credit
Agreement is hereby amended by inserting the text "A-1 Term Loan, A-2"
immediately prior to the text "Term Loan" appearing in said definition.

          28.  The definition of "Maturity Date" appearing in Section 11 of the
Credit Agreement is hereby amended by inserting the text "A-1 Term Loan Maturity
Date, A-2" immediately prior to the text "Term Loan" in said definition.

          29.  The definition of "Note" appearing in Section 11 of the Credit
Agreement is hereby amended by inserting the text "A-1 Term Note, A-2"
immediately prior to the text "Term Note" appearing in said definition.

          30.  The definition of "Security Documents" appearing in Section 11 of
the Credit Agreement is hereby amended by inserting the text ", and, on and
after the execution and delivery thereof pursuant to Section 8.20, the Mexican
Pledge Agreement" immediately after the text ", if any" appearing in said
definition.

          31.  The definition of "Syndication Date" appearing in Section 11 of
the Credit Agreement is hereby amended by (i) inserting the text "A-1 Term Loans
and the Revolving"
<PAGE>

immediately prior to the text "Loans" appearing in said definition and (ii)
inserting the text "related" immediately prior to the word "Commitments"
appearing in said definition.

          32.  The definition of "Total Commitment" appearing in Section 11 of
the Credit Agreement is hereby amended by inserting the text "A-1 Term Loan
Commitment, the Total A-2" immediately prior to the text "Term Loan Commitment"
appearing in said definition.

          33.  Section 11 of the Credit Agreement is hereby further amended by
(i) deleting the definitions of "Commitment", "Required Banks", "Scheduled
Repayment", "Term Loan", "Term Loan Commitment", "Term Loan Maturity Date",
"Term Note", "Total Term Loan Commitment", and "Tranche" appearing therein in
their entirety and (ii) inserting in the appropriate alphabetical order the
following new definitions:

          "A-1 Term Loan" shall have the meaning provided in Section
          1.01(a).

          "A-1 Term Loan Commitment" shall mean, with respect to each
     Bank, the amount set forth opposite such Bank's name in Schedule
     I directly below the column entitled "A-1 Term Loan Commitment,"
     as the same may be terminated pursuant to Sections 3.03 and/or
     10.

          "A-1 Term Loan Maturity Date" shall mean May 28, 2006.

          "A-1 Term Loan Scheduled Repayment" shall have the meaning
     provided in Section 4.02(b)(i).

          "A-1 Term Note" shall have the meaning provided in Section
     1.05(a).

          "A-2 Term Loan" shall have the meaning provided in Section
     1.01(e).

          "A-2 Term Loan Commitment" shall mean, with respect to each
     Bank, the amount set forth opposite such Bank's name in Schedule
     I directly below the column entitled "A-2 Term Loan Commitment,"
     as the same may be terminated pursuant to Sections 3.03 and/or
     10.

          "A-2 Term Loan Maturity Date" shall mean May 28, 2006.

          "A-2 Term Loan Scheduled Repayment" shall have the meaning
     provided in Section 4.02(b)(ii).

          "A-2 Term Loan Syndication Date" shall mean that date upon
     which the Administrative Agent determines (and notifies the
     Borrower and the Banks) that the primary syndication of the A-2
     Term Loan Commitments and/or the A-2 Term Loans (and resultant
     addition of Persons as Banks pursuant to Section 13.04(b)) has
     been completed.

          "A-2 Term Note" shall have the meaning provided in Section
     1.05(a).
<PAGE>

          "Commitment" shall mean any of the commitments of any Bank,
     i.e., whether the A-1 Term Loan Commitment, the A-2 Term Loan
     ----
     Commitment or the Revolving Loan Commitment.

          "Mexican Pledge Agreement" shall have the meaning provided
     in Section 8.20.

          "Rail Van" shall mean Rail Van, Inc., an Ohio corporation
     and after the consummation of the Rail Van Transaction, a Wholly-
     Owned Subsidiary of the Borrower.

          "Rail Van Acquisition" shall have the meaning provided in
     the Third Amendment.

          "Rail Van Acquisition Documents" shall have the meaning
     provided in the Third Amendment.

          "Rail Van Documents" shall mean and include the Rail Van
     Acquisition Documents, the Third Amendment and the other
     documents and instruments entered into in connection with the
     Rail Van Transaction, in each case as the same may be amended,
     modified and/or supplemented from time to time.

          "Rail Van Equity Financing" shall have the meaning provided
     in the Third Amendment.

          "Rail Van Pro Forma Balance Sheet" shall have the meaning
                    --- -----
     provided in Section 7.10(b).

          "Rail Van Refinancing" shall mean the refinancing
     transactions described in Part I, Section 1(v) of the Third
     Amendment.

          "Rail Van Stock Purchase Agreement" shall mean the Stock
     Purchase Agreement, dated as of December 18, 2000, among the
     Borrower, Rail Van and the shareholders of Rail Van, as the same
     may be amended, modified and/or supplemented from time to time in
     accordance with the terms hereof and thereof.

          "Rail Van Transaction" shall mean, collectively, (i) the
     consummation of the Rail Van Acquisition, (ii) the consummation
     of the Rail Van Refinancing, (iii) the consummation of the Rail
     Van Equity Financing, (iv) the entering into of the Third
     Amendment and the incurrence of all Loans hereunder on the Third
     Amendment Effective Date and (v) the payment of fees and expenses
     in connection with the foregoing.

          "Required Banks" shall mean Non-Defaulting Banks the sum of
     whose outstanding Term Loans and Revolving Loan Commitments (or,
     if after the termination thereof, outstanding Revolving Loans and
     Adjusted RL Percentage of outstanding Swingline Loans and Letter
     of Credit Outstandings) represent an amount greater than 50% of
     the sum of (i) the total outstanding Term Loans of
<PAGE>

     Non-Defaulting Banks and (ii) the Adjusted Total Revolving Loan
     Commitment (or, if after termination thereof, the sum of the then
     total outstanding Revolving Loans of Non-Defaulting Banks and the
     aggregate Adjusted RL Percentages of all Non-Defaulting Banks of
     the total outstanding Swingline Loans and Letter of Credit
     Outstandings at such time).

          "Scheduled Repayment" shall mean any A-1 Term Loan Scheduled
     Repayment and A-2 Term Loan Scheduled Repayment.

          "Term Loan" shall mean each A-1 Term Loan and each A-2 Term
     Loan.

          "Term Loan Commitment" shall mean either or both of the A-1
     Term Loan Commitment or the A-2 Term Loan Commitment, as the
     context may require.

          "Third Amendment" shall mean the Third Amendment and Consent
     to this Agreement, dated as of December 22, 2000.

          "Third Amendment Effective Date" shall have the meaning
     provided in the Third Amendment.

          "Total A-1 Term Loan Commitment" shall mean the sum of the A-
     1 Term Loan Commitments of each of the Banks.

          "Total A-2 Term Loan Commitment" shall mean the sum of the A-
     2 Term Loan Commitments of each of the Banks.

          "Tranche" shall mean the respective facility and commitments
     utilized in making Loans hereunder, with there being four
     separate Tranches, i.e., A-1 Term Loans, A-2 Term Loans,
                        ----
     Revolving Loans and Swingline Loans.

          "Updated Projections" shall have the meaning provided in the
     Third Amendment.

          34.  Schedules I, III and VIII to the Credit Agreement are hereby
amended by deleting same in their entirety and inserting in lieu thereof the new
Schedule I, III or VIII, as the case may be, as it appears as attached hereto.

          35.  Exhibit A to the Credit Agreement is hereby amended by (i)
deleting the text "[Term Loans]" appearing in said Exhibit and inserting the
text "[A-1 Term Loans][A-2 Term Loans]" in lieu thereof and (ii) deleting
footnotes 2 and 3 appearing in said Exhibit in their entirety and inserting the
following new footnotes 2 and 3 in lieu thereof:

          "/2  Unless the A-2 Term Loan Syndication Date has theretofore
     occurred, prior to the 90th day after the Third Amendment Effective Date,
     A-2 Term Loans to be maintained as Eurodollar Loans may only be incurred on
     the Third Amendment Effective Date and on each one month anniversary of the
     initial date of Borrowing of such Eurodollar Loans.
<PAGE>

          /3  To be included for a Proposed Borrowing of Eurodollar Loans.
     Unless the A-2 Term Loan Syndication Date has theretofore occurred, prior
     to the 90th day after the Third Amendment Effective Date, A-2 Term Loans to
     be maintained as Eurodollar Loans may not have an Interest Period in excess
     of one month.".

          36.  Exhibit B-1 and Exhibit L to the Credit Agreement are hereby
amended by deleting same in their entirety and inserting in lieu thereof a new
Exhibit B-1 or Exhibit L, as the case may be, in the form of Exhibit B-1 or
Exhibit L, as the case may be, attached hereto.

          37.  The Credit Agreement is hereby further amended by adding Exhibit
B-4 thereto in the form of Exhibit B-4 attached hereto.

          38.  Notwithstanding anything to the contrary contained in the Credit
Agreement or the Pledge Agreement, the Borrower shall not be required to pledge
66-2/3% of the equity interests owned by it in [Name of Mexican Subsidiary]
until the 45th day following the Third Amendment Effective Date.

II.  Miscellaneous Provisions.
     ------------------------

          1.  In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:

          (a) no Default or Event of Default exists as of the Third Amendment
     Effective Date, both before and after giving effect to this Amendment;

          (b) all of the representations and warranties contained in the Credit
     Agreement or the other Credit Documents are true and correct in all
     material respects on the Third Amendment Effective Date both before and
     after giving effect to this Amendment, with the same effect as though such
     representations and warranties had been made on and as of the Third
     Amendment Effective Date (it being understood that any representation or
     warranty made as of a specific date shall be true and correct in all
     material respects as of such specific date); and

          (c) at the time of the consummation of the Rail Van Transaction (and
     immediately after giving effect thereto), the consummation of same shall
     not (i) contravene any provision of any applicable law, statute, rule or
     regulation or any applicable order, writ, injunction or decree of any court
     or governmental instrumentality, (ii) conflict or be inconsistent with or
     result in any breach of the terms, covenants, conditions or provisions of,
     or constitute a default under, or result in the creation or imposition of
     (or the obligation to create or impose) any Lien (except pursuant to the
     Security Documents) upon any of the material properties or assets of the
     Borrower or any of its Subsidiaries pursuant to the terms of any indenture,
     mortgage, deed of trust, credit agreement or loan agreement, or any other
     material agreement, contract or instrument to which the Borrower or any of
     its Subsidiaries is a party or by which it or any of its material property
     or assets is bound or to which it may be subject (including, without
     limitation, the Senior Subordinated Notes Documents) or (iii) violate any
     provision of the certificate of incorporation, by-laws, certificate of
     limited partnership, limited partnership
<PAGE>

     agreement or any equivalent organizational document of the Borrower or any
     of its Subsidiaries.

          2.  This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

          3.  This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

          4.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

          5.  This Amendment shall become effective on the date (the "Third
Amendment Effective Date") when each of the following conditions shall have been
satisfied:

          (i)   the Administrative Agent shall have received for the account of
     each relevant Bank the appropriate A-1 Term Note and A-2 Term Note for such
     Bank, in the amount, maturity and as otherwise provided in Section 1.05 of
     the Credit Agreement (as amended hereby);

          (ii)  the Administrative Agent shall have received from each Credit
     Party (other than Rail Van and its Subsidiaries) certified copies of
     resolutions of the Board of Directors of such Credit Party with respect to
     the matters set forth in this Amendment and such resolutions shall be
     satisfactory to the Administrative Agent;

          (iii) the Administrative Agent shall have received from each of Rail
     Van and each of its Subsidiaries a certificate, dated the Third Amendment
     Effective Date, signed by the president or any vice president of such
     person, and attested to by the secretary or any assistant secretary of such
     Person, substantially in the form of Exhibit F to the Credit Agreement with
     appropriate insertions, together with copies of the Certificate of
     Incorporation, By-Laws, operating agreement or other equivalent
     organizational documents of such Person and the resolutions of such Person
     referred to in such certificate, and the foregoing shall be reasonably
     satisfactory to the Agents;

          (iv)  all Company and legal proceedings and all instruments and
     agreements in connection with the transactions contemplated by this
     Amendment and the other Rail Van Documents shall be satisfactory in form
     and substance to the Agents and the Required Banks, and the Administrative
     Agent shall have received all information and copies of all documents and
     papers, including records of Company proceedings, governmental approvals,
     good standing certificates and bring-down telegrams or facsimiles, if any,
     which the Administrative Agent may have reasonably requested in connection
     therewith, such documents and papers where appropriate to be certified by
     proper Company or governmental authorities;

          (v)   the Administrative Agent shall have received from each of (i)
     Holland & Knight LLP, special counsel to the Credit Parties, (ii)
     O'Sullivan Graev and Karabell LLP, special New York counsel to the Credit
     Parties, and (iii) Squire, Sanders & Dempsey L.L.P., special Ohio counsel
     to the Credit Parties, an opinion addressed to the
<PAGE>

     Administrative Agent, the Collateral Agent and each of the Banks and dated
     the Third Amendment Effective Date in form and substance satisfactory to
     the Agents and the Required Banks, and covering such matters incident to
     this Amendment and the transactions contemplated herein as the Agents may
     reasonably request (including an opinion as to no conflict with the Senior
     Subordinated Notes Indenture and the perfection of security interests in
     the assets of Rail Van and its Subsidiaries granted pursuant to the
     Security Documents);

          (vi)   the Administrative Agent shall have received a solvency
     certificate from the Chief Financial Officer of the Borrower, dated the
     Third Amendment Effective Date, in form and substance satisfactory to the
     Administrative Agent;

          (vii)  the Banks shall have received detailed consolidated financial
     projections of the Borrower and its Subsidiaries, certified by the Chief
     Financial Officer of the Borrower, which shall include the projected
     results of the business acquired pursuant to the Rail Van Acquisition, and
     after giving effect to the Rail Van Transaction and the related financings
     therefor (including the A-2 Term Loans) and the other transactions
     contemplated hereby, for the five fiscal years ended after the Third
     Amendment Effective Date (the "Updated Projections"), which Updated
     Projections, and the supporting assumptions and explanations thereto, shall
     be reasonably satisfactory in form and substance to the Administrative
     Agent and the Required Banks;

          (viii) the Banks shall have received an unaudited pro forma
                                                            --- -----
     consolidated balance sheet of the Borrower and its Subsidiaries as of
     September 30, 2000 prepared on a pro forma basis consistent with the
                                      --- -----
     Updated Projections and the other financial statements referred to in
     Section 7.10(b)(III) of the Credit Agreement (immediately after giving
     effect to the Rail Van Transaction and the other transactions contemplated
     hereby), which pro forma balance sheet shall be reasonably satisfactory to
                    --- -----
     the Agents;

          (ix)   the Administrative Agent shall have received a certificate from
     the chief financial officer of the Borrower, dated the Third Amendment
     Effective Date, in form and substance satisfactory to the Administrative
     Agent, containing (I) a representation and warranty that (x) the incurrence
     of A-2 Term Loans on such date does not violate the terms of the Senior
     Subordinated Notes Indenture (including Section 4.04 thereof) and (y) the
     Indebtedness evidenced by the A-2 Term Loans constitutes "Senior Debt" and
     "Designated Senior Debt" under the Senior Subordinated Notes Indenture and
     (II) financial calculations (in form and substance reasonably satisfactory
     to the Administrative Agent) establishing compliance with a Consolidated
     Fixed Charge Coverage Ratio (as defined in the Senior Subordinated Notes
     Indenture) of greater than 2.50:1.0 (after giving effect to the incurrence
     of A-2 Term Loans) as required by the proviso to Section 4.04 of the Senior
     Subordinated Notes Indenture;

          (x)    evidence of insurance complying with the requirements of
     Section 8.03 of the Credit Agreement for the business and properties of the
     Borrower, Rail Van and their respective Subsidiaries, in scope, form and
     substance reasonably satisfactory to the Agents and the Required Banks and
     naming the Collateral Agent as an additional insured and/or loss payee, and
     stating that such insurance shall not be cancelled or revised without 30
     days prior written notice by the insurer to the Collateral Agent;

          (xi)   the Credit Parties shall have furnished to the Administrative
     Agent such updates to the schedules to the Pledge Agreement and the
     Security Agreement as are necessary to give effect to all
<PAGE>

     changes to the original such schedules which occurred after the Initial
     Borrowing Date through and including the Third Amendment Effective Date;

          (xii)  the Borrower shall have paid to the Agents and the Banks all
     fees, costs and expenses (including, without limitation, legal fees and
     expenses) payable to the Agents and the Banks to the extent then due;

          (xiii) the Administrative Agent shall have received a certificate,
     dated the Third Amendment Effective Date and signed on behalf of the
     Borrower by an appropriate officer of the Borrower, stating all of the
     conditions in clauses (i) through (xii), inclusive, above, clauses (ii)
     through (xii), inclusive of Section 1 of Part I of this Amendment and
     Section 6 of the Credit Agreement have been satisfied on such date; and

          (xiv)  the Borrower, each Subsidiary Guarantor, the Banks constituting
     the Required Banks and each Bank with an A-2 Term Loan Commitment shall
     have signed a counterpart hereof (whether the same or different
     counterparts) and shall have delivered (including by way of facsimile
     transmission) the same to White & Case LLP, 1155 Avenue of the Americas,
     New York, NY 10036 Attention: Ana Adusuar (facsimile number 212-354-8113).

          Unless the Administrative Agent has received actual notice from any
Bank that the conditions contained above have not been met with satisfaction,
upon the satisfaction of the condition described in clause (xiv) of the
immediately preceding sentence and upon the Administrative Agent's good faith
determination that the other conditions described above have been met, the Third
Amendment Effective Date shall be deemed to have occurred, regardless of any
subsequent determination that one or more of the conditions thereto had not been
met (although the occurrence of the Third Amendment Effective Date shall not
release the Borrower from any liability for failure to satisfy one or more of
the applicable conditions specified above).

          6.  So long as the Third Amendment Effective Date occurs, the Borrower
shall pay to each Bank which has executed a counterpart hereof on or prior to
5:00 P.M. (New York time) on the later to occur of December 21, 2000 or the
Third Amendment Effective Date, a consent fee equal to 0.15% of the sum of (x)
its Revolving Loan Commitment as in effect on the Third Amendment Effective Date
and (y) the aggregate principal amount of its A-1 Term Loans (as defined herein)
outstanding on the Third Amendment Effective Date.  All fees payable pursuant to
the immediately preceding sentence shall be paid to the Administrative Agent
within one Business Day after the later date specified in the immediately
preceding sentence, which fees shall be distributed by the Administrative Agent
to the relevant Banks in the amounts specified in the immediately preceding
sentence.

          7.  By executing and delivering a copy hereof, each Credit Party
hereby agrees that all Loans (including, without limitation, the A-2 Term Loans)
shall be fully guaranteed pursuant to the various Guaranties in accordance with
the terms and provisions thereof and shall be fully secured pursuant to the
Security Documents.

          8.  From and after the Third Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement and the Pledge Agreement shall be deemed to be references to the
Credit Agreement or the Pledge Agreement, as the case may be, as modified
hereby.
<PAGE>

                            *          *          *


<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                              PACER INTERNATIONAL, INC. (f/k/a Land Transport
                                 Services, Inc.)

                              By:___________________________________
                                 Title:

                              BANKERS TRUST COMPANY,
                               Individually, as Administrative
                               Agent and as Pledgee, as Collateral Agent

                              By:___________________________________
                                 Title:

                              MORGAN STANLEY SENIOR FUNDING, INC.,
                              Individually and as
                              Syndication Agent

                              By ____________________________________
                                 Title:

                              CREDIT SUISSE FIRST BOSTON,
                              Individually and as
                              Documentation Agent

                              By ____________________________________
                                 Title:

                              By ____________________________________
                                 Title:

                              BANKBOSTON, N.A.

                              By ____________________________________
                                 Title:
<PAGE>

                              BANK UNITED

                              By ____________________________________
                                 Title:

                              ABN AMRO BANK N.V.

                              By ____________________________________
                                 Title:

                              By ____________________________________
                                 Title:

                              BANK ONE, NA (FORMERLY KNOWN AS THE FIRST NATIONAL
                                    BANK OF CHICAGO)

                              By ____________________________________
                                 Title:

                              CREDIT LYONNAIS NEW YORK BRANCH

                              By ____________________________________
                                 Title:

                              FIRST UNION NATIONAL BANK

                              By ____________________________________
                                 Title:

                              HELLER FINANCIAL

                              By ____________________________________
                                 Title:
<PAGE>

                              THE INDUSTRIAL BANK OF JAPAN, LIMITED

                              By ____________________________________
                              Title:

                              THE MITSUBISHI TRUST AND BANKING CORPORATION

                              By ____________________________________
                              Title:

                              THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                              By ____________________________________
                              Title:

                              TRANSAMERICA BUSINESS CREDIT CORPORATION

                              By ____________________________________
                              Title:

                              UNION BANK OF CALIFORNIA, N.A.

                              By ____________________________________
                              Title:
<PAGE>

                                 FUJI BANK LIMITED

                                 By:________________________________
                                    Name:
                                    Title:
<PAGE>

          Each of the undersigned, each being a Subsidiary Guarantor under, and
as defined in, the Credit Agreement referenced in the foregoing Third Amendment,
hereby consents to the entering into of the Third Amendment and agrees to the
provisions thereof (including, without limitation, Part II, Sections 7 and 8
thereof).

                             Manufacturers Consolidation Service, Inc.
                             Levcon, Inc.
                             Pacer Logistics, Inc.
                             Cross Con Terminals, Inc.
                             Pacer Integrated Logistics, Inc.
                             PLM Acquisition Corporation
                             Keystone Terminals Acquisition Corp.
                             Ocean World Lines, Inc.
                             International Logistics Management, Inc.
                             Manufacturers Consolidation Service of Canada, Inc.
                             RFI Group, Inc.
                             Conex Global Logistics Services, Inc.
                             GTS Transportation Services, Inc.
                             Pacific Motor Transport Company
                             Pacer Express, Inc.
                             Interstate Consolidation, Inc.
                             Interstate Consolidation Service, Inc.
                             Intermodal Container Service, Inc.
                             Cross Con Transport, Inc.
                             RF International, Ltd.
                             Rail Van, Inc.
                             Rail Van, LLC

                             By____________________________________
                             Title:
<PAGE>

                                                                      SCHEDULE I
                                                                      ----------

                         LIST OF BANKS AND COMMITMENTS
                         -----------------------------

<TABLE>
<CAPTION>
Bank                                                   A-1 Term Loan             A-2 Term Loan           Revolving Loan
----                                                    Commitment                Commitment               Commitment
                                                        ----------                ----------               ----------
<S>                                                   <C>                       <C>                     <C>
Bankers Trust Company                                 $  9,765,957.45           $13,333,333.34          $  5,100,254.00

Morgan Stanley Senior Funding, Inc.                   $  9,765,957.45           $13,333,333.33          $  3,823,658.26

Credit Suisse First Boston                            $  9,765,957.45           $13,333,333.33          $  7,234,042.55

ABN Amro Bank N.V.                                    $  9,765,957.45                                   $  7,234,042.55

BankBoston, N.A.                                      $  8,329,787.23                                   $  6,170,212.77

Bank One/The First National Bank of Chicago           $  9,765,957.45                                   $  7,234,042.55

Bank United                                           $  8,329,787.23                                   $  6,170,212.77

Credit Lyonnais Americas New York Branch              $  9,765,957.45                                   $  8,510,638.30

First Union National Bank                             $  8,329,787.23                                   $  6,170,212.77

Heller Financial                                      $  8,329,787.23                                   $  6,170,212.77

The Industrial Bank of Japan, Limited                 $  8,329,787.23                                   $  6,170,212.77

The Mitsubishi Trust & Banking Corporation            $  8,329,787.23                                   $  6,170,212.77

The Prudential Insurance Company of America           $  8,329,787.23                                   $  6,170,212.77

Transamerica Business Credit Corporation              $  8,329,787.23                                   $  6,170,212.77

Union Bank of California, N.A.                        $  9,765,957.45                                   $  7,234,042.55

Fuji Bank Limited                                                                                       $  4,267,577.08

Total                                                 $135,000,000.00           $40,000,000.00          $100,000,000.00
</TABLE>

<PAGE>

                                                                     EXHIBIT B-1
                                                                     -----------

                             FORM OF A-1 TERM NOTE
                             ---------------------

U.S. $____________________                                    New York, New York
                                                              _________ __, ____

          FOR VALUE RECEIVED, PACER INTERNATIONAL, INC. (f/k/a Land Transport
Services, Inc.), a Tennessee corporation (the "Borrower"), hereby promises to
pay to the order of [_____________________] (the "Bank"), in lawful money of the
United States of America in immediately available funds, at the Payment Office
(as defined in the Agreement) initially located at One Bankers Trust Plaza, 130
Liberty Street, New York, New York 10006 on the A-1 Term Loan Maturity Date (as
defined in the Agreement) the principal sum of ___________________ DOLLARS
($___________) or, if less, the unpaid principal amount of all A-1 Term Loans
(as defined in the Agreement) made by the Bank pursuant to the Agreement,
payable at such times and in such amounts as are specified in the Agreement.

          The Borrower promises also to pay interest on the unpaid principal
amount of each A-1 Term Loan made by the Bank in like money at said office from
the date hereof until paid at the rates and at the times provided in Section
1.08 of the Agreement.

          This Note is one of the A-1 Term Notes referred to in the Credit
Agreement, dated as of May 28, 1999, among the Borrower, the lending
institutions from time to time party thereto (including the Bank), Credit Suisse
First Boston, as Documentation Agent, Morgan Stanley Senior Funding, Inc., as
Syndication Agent and Bankers Trust Company, as Administrative Agent (as
amended, restated, modified and/or supplemented from time to time, the
"Agreement") and is entitled to the benefits thereof and of the other Credit
Documents (as defined in the Agreement).  This Note is secured by the Security
Documents (as defined in the Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Agreement).  As provided in the
Agreement, this Note is subject to voluntary prepayment and mandatory repayment
prior to the A-1 Term Loan Maturity Date, in whole or in part, and A-1 Term
Loans may be converted from one Type (as defined in the Agreement) into another
Type to the extent provided in the Agreement.

          In case an Event of Default (as defined in the Agreement) shall occur
and be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

          The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
<PAGE>

          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                                        PACER INTERNATIONAL, INC.

                                        By________________________________
                                          Title
<PAGE>

                             FORM OF A-2 TERM NOTE
                             ---------------------

U.S. $___________________                                     New York, New York
                                                              _________ __, ____

          FOR VALUE RECEIVED, PACER INTERNATIONAL, INC. (f/k/a Land Transport
Services, Inc.), a Tennessee corporation (the "Borrower"), hereby promises to
pay to the order of [_____________________] (the "Bank"), in lawful money of the
United States of America in immediately available funds, at the Payment Office
(as defined in the Agreement) initially located at One Bankers Trust Plaza, 130
Liberty Street, New York, New York 10006 on the A-2 Term Loan Maturity Date (as
defined in the Agreement) the principal sum of ___________________ DOLLARS
($___________) or, if less, the unpaid principal amount of all A-2 Term Loans
(as defined in the Agreement) made by the Bank pursuant to the Agreement,
payable at such times and in such amounts as are specified in the Agreement.

          The Borrower promises also to pay interest on the unpaid principal
amount of each A-2 Term Loan made by the Bank in like money at said office from
the date hereof until paid at the rates and at the times provided in Section
1.08 of the Agreement.

          This Note is one of the A-2 Term Notes referred to in the Credit
Agreement, dated as of May 28, 1999, among the Borrower, the lending
institutions from time to time party thereto (including the Bank), Credit Suisse
First Boston, as Documentation Agent, Morgan Stanley Senior Funding, Inc., as
Syndication Agent and Bankers Trust Company, as Administrative Agent (as
amended, restated, modified and/or supplemented from time to time, the
"Agreement") and is entitled to the benefits thereof and of the other Credit
Documents (as defined in the Agreement).  This Note is secured by the Security
Documents (as defined in the Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Agreement).  As provided in the
Agreement, this Note is subject to voluntary prepayment and mandatory repayment
prior to the A-2 Term Loan Maturity Date, in whole or in part, and A-2 Term
Loans may be converted from one Type (as defined in the Agreement) into another
Type to the extent provided in the Agreement.

          In case an Event of Default (as defined in the Agreement) shall occur
and be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

          The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
<PAGE>

          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                              PACER INTERNATIONAL, INC.

                              By________________________________
                                 Title
<PAGE>

                  FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                  -------------------------------------------

                                                           DATE:  ________, ____

          Reference is made to the Credit Agreement described in Item 2 of Annex
I annexed hereto (as such Credit Agreement may hereafter be amended, modified or
supplemented from time to time, the "Credit Agreement").  Unless defined in
Annex I attached hereto, terms defined in the Credit Agreement are used herein
as therein defined.  _____________ (the "Assignor") and ______________ (the
"Assignee") hereby agree as follows:

          1.  The Assignor hereby sells and assigns to the Assignee without
recourse and without representation or warranty (other than as expressly
provided herein), and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights and obligations
under the Credit Agreement as of the date hereof which represents the percentage
interest specified in Item 4 of Annex I (the "Assigned Share") of all of the
                                              --------------
outstanding rights and obligations under the Credit Agreement relating to the
Tranches indicated in Item 4 of Annex I, including, without limitation, (x) in
the case of any assignment of all or any portion of outstanding A-1 Term Loans,
all rights and obligations with respect to the Assigned Share of all then
outstanding A-1 Term Loans, (y) in the case of any assignment of all or any
portion of outstanding A-2 Term Loans, all rights and obligations with respect
to the Assigned Share of all then outstanding A-2 Term Loans and (z) in the case
of any assignment of all or any portion of the Total Revolving Loan Commitment,
all rights and obligations with respect to the Assigned Share of the Total
Revolving Loan Commitment and of all then outstanding Revolving Loans and
Letters of Credit.  After giving effect to such sale and assignment, the
Assignee's Revolving Loan Commitment and the amount of the outstanding A-1 Term
Loans and A-2 Term Loans owing to the Assignee will be as set forth in Item 4 of
Annex I.

          2.  The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the other Credit Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or the
other Credit Documents or any other instrument or document furnished pursuant
thereto; and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Subsidiaries or the performance or observance by the Borrower or any of its
Subsidiaries of any of its obligations under the Credit Agreement or the other
Credit Documents or any other instrument or document furnished pursuant thereto.

          3.  The Assignee (i) represents and warrants that it is duly
authorized to enter into and perform the terms of this Assignment and Assumption
Agreement; (ii) confirms that it has received a copy of the Credit Agreement and
the other Credit Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption Agreement; (iii) agrees that it will, independently
and without reliance upon the Documentation Agent, the Syndication Agent, the
Administrative Agent, the Assignor or any
<PAGE>

other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iv) appoints and authorizes the
Documentation Agent, the Syndication Agent, the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement and the other Credit Documents as are
delegated to the Documentation Agent, the Syndication Agent, the Administrative
Agent and the Collateral Agent by the terms thereof, together with such powers
as are reasonably incidental thereto; (v) confirms that it is (I) a Bank, (II) a
parent company and/or an affiliate of the Assignor which is at least 50% owned
by the Assignor or its parent company, (III) in the event the Assignor is a fund
that invests in bank loans, a fund that invests in bank loans and is managed by
the same investment advisor of the Assignor or by an affiliate of such
investment advisor or (IV) an Eligible Transferee under Section 13.04(b) of the
Credit Agreement; [and] (vi) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Bank[; and (vii) attaches the forms
described in Section 13.04(b) of the Credit Agreement]./1/

          4.  Following the execution of this Assignment and Assumption
Agreement by the Assignor and the Assignee, an executed original hereof
(together with all attachments) will be delivered to the Administrative Agent.
The effective date of this Assignment and Assumption Agreement shall be (x) the
date upon which all of the following conditions have been satisfied:  (i) the
execution hereof by the Assignor and the Assignee, (ii) the consent hereto by
the Administrative Agent, the Borrower and each Letter of Credit Issuer to the
extent required by Section 13.04(b) of the Credit Agreement, (iii) the receipt
by the Administrative Agent of the assignment fee referred to in Section
13.04(b) of the Credit Agreement, and (iv) the recordation of the assignment
effected hereby on the Register by the Administrative Agent as provided in
Section 13.17 of the Credit Agreement, or (y) such later date as is otherwise
specified in Item 5 of Annex I hereto (the "Settlement Date").

          5.  Upon the delivery of a fully executed original hereof to the
Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Assumption Agreement, have the rights and obligations of a Bank thereunder and
under the other Credit Documents and (ii) the Assignor shall, to the extent
provided in this Assignment and Assumption Agreement, relinquish its rights and
be released from its obligations under the Credit Agreement and the other Credit
Documents.

          6.  It is agreed that upon the effectiveness hereof, the Assignee
shall be entitled to (x) all interest on the Assigned Share of the A-1 Term
Loans, A-2 Term Loans and/or Revolving Loans at the rates specified in Item 6 of
Annex I, (y) all Commitment Fees (if applicable) on the Assigned Share of the
Total Revolving Loan Commitment at the rate specified in Item 7 of Annex I and
(z) all Letter of Credit Fees (if applicable) on the Assignee's participation in
all Letters of Credit at the rate specified in Item 8 of Annex I, which, in each
case, accrue on and after the Settlement Date, such interest and, if applicable,
Commitment Fee and Letter of Credit Fees, to be paid by the Administrative Agent
upon receipt thereof from the Borrower directly to the Assignee. It is further
agreed that all payments of principal made on the Assigned Share of

_________________
/1/  If the Assignee is a U.S. Bank organized under the laws of a jurisdiction
     outside the United States.
<PAGE>

the A-1 Term Loans, A-2 Term Loans and/or Revolving Loans which occur on and
after the Settlement Date will be paid directly by the Administrative Agent to
the Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor
an amount specified by the Assignor in writing which represents the Assigned
Share of the principal amount of the A-1 Term Loans, A-2 Term Loans and/or
Revolving Loans which are outstanding on the Settlement Date, net of any closing
costs. The Assignor and the Assignee shall make all appropriate adjustments in
payments under the Credit Agreement for periods prior to the Settlement Date
directly between themselves.

          7.  THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution also being made
on Annex I hereto.


                                        [NAME OF ASSIGNOR],
                                        as Assignor

                                        By____________________________
                                          Title:

                                        [NAME OF ASSIGNEE],
                                        as Assignee

                                        By____________________________
                                          Title:
Acknowledged and Agreed:

[BANKERS TRUST COMPANY,
    as Administrative Agent

By__________________________
 Title:

PACER INTERNATIONAL, INC.

By____________________________
 Title:]/2/


______________________________
/2/  The consent of each of the Administrative Agent and, so long as no Default
     or Event of Default is then in existence, the Borrower is required in
     connection with any assignment to an Eligible Transferee pursuant to clause
     (y) of Section 13.04(b) of the Credit Agreement (which consent, in either
     case, shall not be unreasonably withheld or delayed).
<PAGE>

[NAME OF EACH LETTER OF CREDIT ISSUER,
   as Letter of Credit Issuer

By____________________________]/3/

___________________________
/3/  The consent of each Letter of Credit Issuer is required in connection with
     any assignment of Revolving Loans Commitments to an Eligible Transferee
     pursuant to clause (y) of Section 13.04(b) of the Credit Agreement (which
     consent shall not be unreasonably withheld or delayed).
<PAGE>

                 ANNEX TO ASSIGNMENT AND ASSUMPTION AGREEMENT
                 --------------------------------------------

1.   The Borrower:  Pacer International, Inc. (f/k/a Land Transport Services,
                    Inc.) (the "Borrower")

2.   Name and Date of Credit Agreement:

     Credit Agreement, dated as of May 28, 1999, among the Borrower, the lenders
     from time to time party thereto (the "Banks"), Morgan Stanley Senior
     Funding, as Syndication Agent, Credit Suisse First Boston, as Documentation
     Agent and Bankers Trust Company, as Administrative Agent, as amended,
     restated, modified and/or supplemented from time to time.

3.   Date of Assignment Agreement:

4.   Amounts (as of date of item #3 above):

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                       Outstanding
                                     Outstanding Principal of         Principal of             Total Revolving Loan
                                          A-1 Term Loans             A-2 Term Loans                 Commitment
-----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                            <C>                        <C>
a.  Aggregate Amount for all Banks         $___________                 $_______                        $_______
-----------------------------------------------------------------------------------------------------------------------------
b.  Assigned Share                         ____________%                ________%                       ________%
-----------------------------------------------------------------------------------------------------------------------------
c.  Amount of Assigned Share               $___________                 $_______                        $_______
============================================================================================================================
</TABLE>

5.   Settlement Date:

6.   Rate of Interest           As set forth in Section 1.08 of to the Credit
     to the Assignee:           Agreement Assignee: (unless otherwise agreed to
                                by the Assignor and the Assignee)/4/

7.   Commitment Fees            As set forth in Section 3.01(a) of the Credit
     to the Assignee:           Agreement (unless otherwise agreed to by the
                                Assignor and the Assignee)/5/

8.   Letter of                  As set forth in Section 3.01(b) of the Credit


_________________________________

/4/  The Borrower and the Administrative Agent shall direct the entire amount of
     the interest to the Assignee at the rate set forth in Section 1.08 of the
     Credit Agreement, with the Assignor and the Assignee effecting any agreed
     upon sharing of interest through payments by the Assignee to the Assignor.

/5/  Insert "Not Applicable" in lieu of text if no portion of the Total
     Revolving Loan Commitment is being assigned. Otherwise, the Borrower and
     the Administrative Agent shall direct the entire amount of the Commitment
     Fees to the Assignee at the rate set forth in Section 3.01(a) of the Credit
     Agreement, with the Assignor and the Assignee effecting any agreed upon
     sharing of the Commitment Fees through payment by the Assignee to the
     Assignor.
<PAGE>

     Credit Fees to                Agreement (unless otherwise agreed to by the
     the Assignee:                 Assignor and the Assignee)/6/

9.   Notice:

               ASSIGNEE:

               _______________________________

               _______________________________

               _______________________________

               _______________________________

               Attention:
               Telephone:
               Facsimile:
               Reference:

               ASSIGNOR:

               _______________________________

               _______________________________

               _______________________________

               _______________________________

               Attention:
               Telephone:
               Facsimile:
               Reference:

10.  Payment Instructions:

               ASSIGNEE:

               _______________________________

               _______________________________

_________________
/6/  Insert "Not Applicable" in lieu of text if no portion of the Total
     Revolving Loan Commitment is being assigned. Otherwise, the Borrower and
     the Administrative Agent shall direct the entire amount of the Letter of
     Credit Fees to the Assignee at the rate set forth in Section 3.01(b) of the
     Credit Agreement, with the Assignor and the Assignee effecting any agreed
     upon sharing of Letter of Credit Fees through payment by the Assignee to
     the Assignor.
<PAGE>

          _______________________________

          _______________________________

          Attention:
          Reference:

          ASSIGNOR:

          _______________________________

          _______________________________

          _______________________________

          _______________________________

          Attention:
          Reference:

Accepted and Agreed:

[NAME OF ASSIGNEE]            [NAME OF ASSIGNOR]

By________________________    By__________________________

  ________________________      __________________________
 (Print Name and Title)         (Print Name and Title)