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EXHIBIT 4.1
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Exhibit 4.1
FOURTH SUPPLEMENTAL INDENTURE
This FOURTH SUPPLEMENTAL INDENTURE is dated as of December _____, 2000, by
and among Pacer International, Inc., a Tennessee corporation (the "Company"),
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Rail Van, Inc., an Ohio corporation, ("Rail Van"), Rail Van LLC, an Ohio limited
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liability company ("Rail Van LLC") and Wilmington Trust Company, as trustee (the
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"Trustee"), under the Indenture (referred to hereinafter), pursuant to which the
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Company issued its 11 3/4% Senior Subordinated Notes due 2007 (the
"Securities").
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WITNESSETH:
WHEREAS, the Company, the Guarantors named therein, and the Trustee
executed and delivered a certain Indenture dated as of May 28, 1999 (the
"Indenture"), providing for the issuance of up to an aggregate principal amount
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of $150,000,000 of the Securities;
WHEREAS, the Company by appropriate action has determined that it is
desirable to amend certain provisions of the Indenture; and
WHEREAS, pursuant to a Stock Purchase Agreement proposed to be entered into
on or about December 18, 2000, among the Company, Rail Van, Rail Van LLC, and
all of the stockholders of Rail Van, the Company is acquiring all of the issued
and outstanding capital stock of Rail Van; and
WHEREAS, Section 4.18 of the Indenture provides that under certain
circumstances the Company is required to cause Domestic Restricted Subsidiaries
that are not Guarantors to execute and deliver to the Trustee a supplemental
indenture and Guarantee (as defined in the Indenture) pursuant to which such
Domestic Restricted Subsidiaries shall unconditionally guarantee all of the
Company's obligations under the Securities and the Indenture on the terms set
forth in the Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Rail Van,
Rail Van LLC, the Company and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Securities as set forth below.
ARTICLE I
AMENDMENT
1.1 Each of Rail Van and Rail Van LLC (each a "Newly Acquired Subsidiary")
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hereby, jointly and severally with all other Guarantors, unconditionally and
irrevocably guarantees, on a senior subordinated basis, the Company's
obligations under the Indenture and the Securities on the terms and subject to
the conditions set forth in Article Eleven of the Indenture.
1.2 Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all of the terms, conditions and provisions thereof
shall remain in full force and effect. This Fourth Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
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ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 For all purposes of this Fourth Supplemental Indenture, except as otherwise
defined or unless the context otherwise requires, capitalized terms used herein
and not defined herein shall have the meaning specified in the Indenture.
2.2 THIS FOURTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
2.3 All provisions in this Fourth Supplemental Indenture respecting the Company
shall bind or inure to the benefit of (as the case may be) the Company, its
successors or assigns.
2.4 The recitals contained herein shall be taken as the statements of the
Company and each Newly Acquired Subsidiary and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity of this Fourth Supplemental Indenture.
2.5 This Fourth Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed as the date first above written.
PACER INTERNATIONAL, INC.
By: ______________________________________
Lawrence C. Yarberry
Executive Vice President and
Chief Financial Officer
RAIL VAN, INC.
By: ______________________________________
Lawrence C. Yarberry
Executive Vice President and
Chief Financial Officer
RAIL VAN LLC
By: ______________________________________
Lawrence C. Yarberry
Executive Vice President and
Chief Financial Officer
