Amendment dated June 30, 2004 to Master Lease Agreement



 Exhibit 10.1 
  
 June 30, 2004 
  
 Pacer International, Inc. 
 2300 Clayton Road, Suite 1200 
 Concord, California 94520 
  
                                 Re: Master Lease Agreement dated as of April
16, 2003, as amended 
  
 Ladies/Gentlemen: 
  
 This will confirm the collateral understanding which has been reached
between us with respect to the above-referenced Master Lease Agreement (as amended, the “Master Lease”), between LaSalle National Leasing Corporation, as lessor, and Pacer International, Inc., as lessee. Capitalized terms used herein
without definition shall have the meaning given them in the Lease. 
  
 In consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
  
 Rider Nos. 1 and 2 attached to the Master Lease shall be applicable solely
with respect to the Equipment described on Equipment Schedules executed before the date hereof. 
  
 Rider Nos. 3, 4, 5 and 6 attached hereto, applicable solely with respect to the Equipment described on Equipment Schedules designated as Series C, are
incorporated in the Master Lease as fully as if originally attached thereto. 
  
 The Master Lease is hereby amended as follows: 
  

	 	(a)	The fourth line of Section 1 of the Master Lease is amended by inserting “Renewal Term (as such term is defined in Rider No. 4) and any further renewal pursuant to Section B(2)
of Rider No. 4 (if applicable)” before “the Build-Down Period”. 

  

	 	(b)	Section 8(a)(3)(i)(C) of the Lease is hereby deleted in its entirety and replaced with the following: 

  
 “the then current Standards of the Institute of International Container Lessors (“IICL”), and in compliance
with all applicable laws, and” 
  

	 	(c)	Section 9(b)(x) of the Master Lease is hereby amended to replace the words “this Section 11” with the words “this Section 9.” 

  

	 	(d)	The last sentence of Section 11(d) of the Master Lease is hereby deleted in its entirety and replaced with the following: 

  
 “Upon such passage of title, Lessee will transfer to Lessor, free and
clear of all liens other than Liens created by or through Lessor, all Lessee’s right, title and interest in and to the replaced Equipment” 
  
 4. With respect to the Equipment described on Equipment Schedules designated as Series C, the Master Lease is hereby amended as follows: 
  

	 	(a)	Section 7 of the Master Lease is hereby amended to add the following sentence to the end thereof: 

  
 TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES (a) ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE
BY 







 ARTICLE 2A OF THE UCC AND (b) ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE TO
RECOVER INCIDENTAL OR CONSEQUENTIAL DAMAGES FROM LESSOR FOR ANY BREACH OF WARRANTY OR FOR ANY OTHER REASON OR TO SET OFF OR DEDUCT ALL OR ANY PART OF ANY CLAIMED DAMAGES RESULTING FROM LESSOR’S DEFAULT, IF ANY, UNDER THE RELATED LEASE.

  

	 	(b)	Any and all references in the Master Lease to Rider No. 1 are hereby be deemed to be references to Rider No. 4, and any and all references in the Master Lease to Rider No. 2 are
hereby be deemed to be references to Rider No. 6. 

  

	 	(c)	Section 8(a)(1) of the Master Lease is hereby further amended to add the following to the end thereof: 

  
 “(provided further that the Equipment is used in the transportation of property within or to and from the United
States)” 
  

	 	5.	Except as expressly set forth herein, the terms and conditions of the Master Lease remain unmodified and in full force and effect. 

  
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 







 If the foregoing accurately sets forth our understanding with respect to the subject matter hereof,
please sign and return the enclosed copy of this letter and it will constitute an amendment of the Master Lease pursuant to Section 19(a) thereof. 
  

			
	 LASALLE NATIONAL LEASING CORPORATION

		
	 By:
	 	 /s/ James A. Vlk


	 Name:
	 	 James A. Vlk

	 Title:
	 	 First Vice President



  
 AGREED: 
  
 PACER INTERNATIONAL, INC. 
  

			
	 By:
	 	 /s/ J.B. Doherty


	 Name:
	 	 J.B. Doherty

	 Title:
	 	 Treasurer