AMENDED AND RESTATED SECURITY AGREEMENT

Exhibit 10.2

EXECUTION COPY

AMENDED AND RESTATED SECURITY AGREEMENT

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “ Agreement ”), dated as of August 28, 2009 (the “ Restatement Date ”), is made by and among PACER INTERNATIONAL, INC., a Tennessee corporation (the “ Company ”), certain affiliates of the Company listed in Annex I hereto or acceding hereto as provided in Section 25 hereof and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), acting with the consent of the Required Lenders.

WHEREAS, the Company, certain affiliates of the Company party thereto and the Administrative Agent entered into that certain Security Agreement (the “ Original Security Agreement ”) dated as of June 29, 2009 (the “ Original Closing Date ”);

WHEREAS, the Company, the Lenders party thereto (each a “ Lender ” and, collectively, the “ Lenders ”), the Swing Line Lender and L/C Issuers party thereto, and the Administrative Agent have entered into an Amended and Restated Credit Agreement dated as of August 28, 2009 (the “ Amended and Restated Credit Agreement ”) amending and restating the Credit Agreement dated as of April 5, 2007, among the Company, the Lenders, the L/C Issuers, the Swing Line Lender and the Administrative Agent, as amended by that certain First Amendment and Waiver Agreement dated as of June 29, 2009 (as amended, amended and restated, renewed, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”); and

WHEREAS, it is a condition precedent to the effectiveness of the Amended and Restated Credit Agreement that each Grantor grant and reaffirm its granting of a continuing Lien on the Collateral (as hereinafter defined) to secure the obligations of the Grantors described below.

NOW, THEREFORE, the parties hereto agree to amend and restate the Original Security Agreement as follows:

SECTION 1 Definitions; Interpretation .

(a) Terms Defined in Credit Agreement . All capitalized terms used in this Agreement (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

(b) Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Accounts ” means any and all of any Grantor’s accounts, as such term is defined in Article 9 of the UCC, including all rights to payment for goods sold or leased, or for services rendered.

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“ Books ” means all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for any Grantor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral, including: (i) ledgers; (ii) records indicating, summarizing, or evidencing any Grantor’s assets (including Inventory and Rights to Payment), business operations or financial condition; (iii) computer programs and software; (iv) computer discs, tapes, files, manuals, spreadsheets; (v) computer printouts and output of whatever kind; (vi) any other computer prepared or electronically stored, collected or reported information and equipment of any kind; and (vii) any and all other rights now or hereafter arising out of any contract or agreement between any Grantor and any service bureau, computer or data processing company or other Person charged with preparing or maintaining any of any Grantor’s books or records or with credit reporting, including with regard to any Grantor’s Accounts.

“ Chattel Paper ” means any and all of any Grantor’s chattel paper, as such term is defined in Article 9 of the UCC, including all Electronic Chattel Paper.

“ Collateral ” has the meaning set forth in Section 2 .

“ Commercial Tort Claims ” means any and all of any Grantor’s commercial tort claims, as such term is defined in Article 9 of the UCC, including any described in Schedule 1 .

“ Control Agreement ” means any control agreement or other agreement with any securities intermediary, bank or other Person establishing the Administrative Agent’s control with respect to any Deposit Accounts, Letter-of-Credit Rights or Investment Property, for purposes of Article 8 or Article 9 of the UCC.

“ Deposit Account ” means any deposit account, as such term is defined in Article 9 of the UCC, maintained by or for the benefit of the Grantors, whether or not restricted or designated for a particular purpose.

“ Documents ” means any of any Grantor’s documents, as such term is defined in Article 9 of the UCC.

“ Electronic Chattel Paper” means any and all of any Grantor’s electronic chattel paper, as such term is defined in Article 9 of the UCC.

“ Equipment ” means any and all of any Grantor’s equipment, including any and all fixtures, as such terms are defined in Article 9 of the UCC.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Filing Offices ” has the meaning set forth in Section 2(e) .

“ General Intangibles ” means any and all of any Grantor’s general intangibles, as such term is defined in Article 9 of the UCC.

“ Goods ” means any and all of any Grantor’s goods, as such term is defined in Article 9 of the UCC.

“ Grantors ” means the Company and the other Loan Parties party hereto.

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“ Instruments ” means any and all of any Grantor’s instruments, as such term is defined in Article 9 of the UCC.

“ Intellectual Property Collateral ” means the following properties and assets owned or held by any Grantor or in which any Grantor otherwise has any interest, now existing or hereafter acquired or arising:

(i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including such patents, patent applications and patent licenses as described in Schedule 2 ), all rights to sue for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;

(ii) all copyrights and applications for copyright, domestic or foreign, together with the underlying works of authorship (including titles), whether or not the underlying works of authorship have been published and whether said copyrights are statutory or arise under the common law, and all other rights and works of authorship (including the copyrights and copyright applications described in Schedule 2 ), all computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating any copyrights, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, and all other rights, claims and demands in any way relating to any such copyrights or works, including royalties and rights to sue for past, present or future infringement, and all rights of renewal and extension of copyright;

(iii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including such marks, names, applications and licenses as described in Schedule 2 ), whether registered or unregistered and wherever registered, all rights to sue for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof;

(iv) all trade secrets, trade dress, trade styles, logos, other source of business identifiers, mask-works, mask-work registrations, mask-work applications, software, confidential and proprietary information, customer lists, license rights, advertising materials, operating manuals, methods, processes, know-how, algorithms, formulae, databases, quality control procedures, product, service and technical specifications, operating, production and quality control manuals, sales literature, drawings, specifications, blue prints, descriptions, inventions, name plates, catalogs, internet websites, and internet domain names and associated URL addresses;

(v) the entire goodwill of or associated with the businesses now or hereafter conducted by such Grantor connected with and symbolized by any of the aforementioned properties and assets; and

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(vi) all accounts, all other proprietary rights, all other intellectual or other similar property and all other general intangibles associated with or arising out of any of the aforementioned properties and assets and not otherwise described above.

“ Intellectual Property Security Agreement ” means each Patent and Trademark Security Agreement, each Trademark Security Agreement, each Copyright Security Agreement or any amendment thereto, in form and substance satisfactory to the Administrative Agent and the Required Lenders, supplementary to this Agreement and prepared for purposes of recordation with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable.

“ Inventory ” means any of any Grantor’s inventory, as such term is defined in Article 9 of the UCC.

“ Investment Property ” means any of any Grantor’s investment property, as such term is defined in Article 9 of the UCC.

“Letter-of-Credit Rights” means any and all of any Grantor’s letter-of-credit rights, as such term is defined in Article 9 of the UCC.

“ Memorandum of Amended and Restated Security Agreement ” means the Memorandum of Amended and Restated Security Agreement or any amendment thereto, in form and substance satisfactory to the Administrative Agent and the Required Lenders, supplementary to this Agreement and prepared for purposes of recordation with the Surface Transportation Board.

“ Memorandum of Amended and Restated Security Agreement (Canada) ” means the Memorandum of Amended and Restated Security Agreement or any amendment thereto, in form and substance satisfactory to the Administrative Agent and the Required Lenders, supplementary to this Agreement and prepared for purposes of recordation with the Registrar General of Canada pursuant to Section 105 of the Canada Transportation Act.

“ Partnership and LLC Collateral ” means any and all limited, limited liability and general partnership interests and limited liability company interests of any type or nature (including any such interests in the Company’s direct or indirect Domestic Subsidiaries or First Tier Foreign Subsidiaries (other than any Excluded Subsidiary) now or hereafter owned by any Grantor), whether now existing or hereafter acquired or arising, including any more specifically described in Schedule 1 to the Pledge Agreement (as amended or supplemented from time to time).

“ Permitted Liens ” means the Liens permitted pursuant to Section 7.01 of the Credit Agreement.

“ Pledged Collateral ” means any and all (i) Pledged Shares; (ii) additional capital stock or other equity securities of each Domestic Subsidiary or First Tier Foreign Subsidiary (other than any Excluded Subsidiary) of the Company, whether certificated or uncertificated; (iii) other Investment Property of any Grantor; (iv) warrants, options or other rights entitling any Grantor to acquire any interest in capital stock or other securities of such Subsidiaries or any other Person; (v) Partnership and LLC Collateral; (vi) Instruments; (vii) securities, property,

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interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, any of the foregoing; (viii) certificates and instruments now or hereafter representing or evidencing any of the foregoing; (ix) rights, interests and claims with respect to the foregoing, including under any and all related agreements, instruments and other documents, and (x) cash and non-cash proceeds of any of the foregoing, in each case whether presently existing or owned or hereafter arising or acquired and wherever located, and as from time to time received or receivable by, or otherwise paid or distributed to or acquired by, any Grantor.

“ Pledged Shares ” means all of the issued and outstanding shares of capital stock, whether certificated or uncertificated, of each Domestic Subsidiary or First Tier Foreign Subsidiary (other than any Excluded Subsidiary) of the Company, now or hereafter owned by any Grantor, including each Subsidiary identified on Schedule 1 to the Pledge Agreement (as amended or supplemented from time to time).

“ Proceeds ” means all proceeds, as such term is defined in Article 9 of the UCC.

“ Proceeds Account ” has the meaning set forth in Section 10(d) .

“ Rights to Payment ” means any and all of any Grantor’s Accounts and any and all of any Grantor’s rights and claims to the payment or receipt of money or other forms of consideration of any kind in, to and under or with respect to its Chattel Paper, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Proceeds and Supporting Obligations.

“ Rolling Stock ” means any of any Grantor’s Railcars, railroad car, locomotive, stacktrain or other rolling stock, or accessories used on such railroad cars, locomotives or other rolling stock (including superstructures and racks).

“ Secured Obligations ” means the indebtedness, liabilities and other obligations of the Company and the other Loan Parties (i) to the Secured Parties created under, or arising out of or in connection with, the Credit Agreement, the Notes, the Letters of Credit, the Guaranty or any of the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement, any amounts payable under the Guaranty and all other amounts payable by payable by any Loan Party to the Secured Parties thereunder or in connection therewith, and (ii) to a Lender and any of its Affiliates (or any Lender (or an Affiliate of such a Lender) at the time any Bank Product Obligations were incurred but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement) arising under any Bank Product, and in each case whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including interest that accrues after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming any such Person as the debtor in such proceeding.

“ Supporting Obligations ” means all supporting obligations, as such term is defined in Article 9 of the UCC.

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“ UCC ” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York.

(c) Terms Defined in UCC . Where applicable and except as otherwise defined herein, terms used in this Agreement shall have the meanings assigned to them in the UCC.

(d) Interpretation . The rules of interpretation set forth in Sections 1.02 through 1.05 of the Credit Agreement shall be applicable to this Agreement and are incorporated herein by this reference.

SECTION 2 Security Interest .

(a) Grant of Security Interest .

(x) As security for the payment and performance of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, for itself and on behalf of and for the ratable benefit of the other Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including the following property (collectively, the “ Collateral ”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; (xii) all other Goods; (xiii) all Chassis; (xiv) all Rolling Stock, including, without limitation, all Railcars; (xv) all money, whether or not in the possession or under the control of the Administrative Agent, a Lender or a bailee or Affiliate of the Administrative Agent or a Lender, including any Cash Collateral, (xvi) all accessions to, substitutions for, products and Proceeds of any and all of the foregoing, including Proceeds of an unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral and all Supporting Obligations of any and all of the foregoing; and (xvii) all Books and records, including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records pertaining to the foregoing.

(y) To further secure the payment and performance of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, for itself and on behalf of and for the ratable benefit of the other Secured Parties, a security interest in and Lien on all amounts credited to any Deposit Account of such Grantor, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept.

(z) Each Grantor hereby grants to the Administrative Agent, for itself and on behalf of and for the ratable benefit of the other Secured Parties, a security interest in all Cash Collateral held from time to time and all Proceeds thereof, as security for the Secured Obligations, whether such Cash Collateral is held in a Cash Collateral Account or elsewhere. Any Cash Collateral may be invested, at Administrative Agent’s discretion, in Cash Equivalents, but the Administrative Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Grantor, and shall have no responsibility for any investment or loss.

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(b) Grantors Remain Liable . Anything herein to the contrary notwithstanding, (i) each Grantor shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts, agreements and other documents included in the Collateral, and (iii) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

(c) Continuing Security Interest . Each Grantor agrees that this Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 24 .

(d) Financing Statements and Other Filings . Each Grantor hereby authorizes the Administrative Agent to file at any time and from time to time any UCC financing statements describing the Collateral, and each Grantor shall execute and deliver to the Administrative Agent, and each Grantor hereby authorizes the Administrative Agent to file (with or without such Grantor’s signature) at any time and from time to time, all amendments to UCC financing statements, continuation statements, termination statements, security agreements relating to the Intellectual Property Collateral, security agreements relating to Rolling Stock, assignments, fixture filings, affidavits, reports, notices, and other documents and instruments, in form satisfactory to the Administrative Agent, as the Administrative Agent or the Required Lenders may request, to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in the Collateral and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, each Grantor (i) authorizes the Administrative Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, (ii) ratifies and authorizes the filing by the Administrative Agent of any UCC financing statements filed prior to the Restatement Date and (iii) shall from time to time take the actions specified in subsections (e)  through (o) .

(e) Filing of Financing Statements . Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent and agrees that it will not do so without prior written consent of Administrative Agent, subject to such Grantor’s rights under UCC Section 9-509(d)(2).

(f) Delivery of Pledged Collateral . Each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form satisfactory to the Administrative Agent. If any Grantor shall become entitled to receive or shall

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receive any Pledged Collateral after the Original Closing Date, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and, upon request of the Administrative Agent, shall promptly deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and be continuing, (i) each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments pledged by such Grantor available to the payor of any such Instrument for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Instruments, against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $250,000 or, in the case of any such additional Pledged Collateral with no face value, then such additional Pledged Collateral with a fair market value of less than $250,000, as determined by such Grantor in good faith, as long as the aggregate amount of any such Instruments so retained by the Grantors shall not exceed $1,000,000.

(g) Transfer of Security Interest Other Than by Delivery . If for any reason Pledged Collateral cannot be delivered to or for the account of the Administrative Agent as provided in subsection 2(f) , each Grantor shall promptly take such other steps as may be reasonably requested from time to time by the Administrative Agent to effect a transfer of a perfected first priority security interest in and pledge of the Pledged Collateral to the Administrative Agent for itself and on behalf of and for the ratable benefit of the other Secured Parties pursuant to the UCC. To the extent practicable, such Grantor shall thereafter deliver the Pledged Collateral to or for the account of the Administrative Agent as provided in subsection 2(f) .

(h) Deposit Accounts . Subject to the terms of the Credit Agreement, each Grantor shall execute such notices, and shall take such other action, including delivery of Control Agreements in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in Collateral consisting of Deposit Accounts and to accomplish the purposes of this Agreement (other than (x) an account exclusively used for payroll, payroll taxes or employee benefits, (y) an account that individually contains not more than $100,000 (or the Dollar Equivalent thereof) but only to the extent that all such accounts containing not more than $100,000 (or the Dollar Equivalent thereof) contain an aggregate amount of not more than $250,000 (or the Dollar Equivalent thereof) or (z) limited disbursement accounts approved by the Administrative Agent in its reasonable discretion).

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(i) Intellectual Property Collateral . (i) Each Grantor shall execute and deliver to the Administrative Agent such Intellectual Property Security Agreements as the Administrative Agent and the Required Lenders may reasonably request, and record such Intellectual Property Security Agreements with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and take such other action as the Administrative Agent or the Required Lenders may reasonably request, to perfect the Administrative Agent’s security interest in such Intellectual Property Collateral.

(ii) Promptly following the creation or other acquisition of any Intellectual Property Collateral by any Grantor after the Original Closing Date which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, such Grantor shall modify this Agreement by amending Schedule 2 to include any Intellectual Property Collateral which becomes part of the Collateral and which was not included on Schedule 2 as of the Restatement Date and record such Intellectual Property Security Agreement with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and take such other action as the Administrative Agent or the Required Lenders may reasonably request, to perfect the Administrative Agent’s security interest in such Intellectual Property Collateral.

(j) Documents, Etc . (i) Each Grantor, upon request of the Administrative Agent, shall deliver to the Administrative Agent, or an agent designated by it, appropriately endorsed or accompanied by appropriate instruments of transfer or assignment, all Documents and Chattel Paper, and all other Rights to Payment at any time evidenced by promissory notes, trade acceptances or other instruments, not already delivered hereunder pursuant to this Section 2 ; provided , however , that unless an Event of Default shall have occurred and be continuing, such Grantor shall not be required to deliver any Document, Chattel Paper, promissory note, trade acceptance or other instrument having a face amount not in excess of $250,000, as long as the aggregate amount of any such Collateral so retained by the Grantors shall not exceed $1,000,000. Upon the request of the Administrative Agent, Grantors shall mark all Documents and Chattel Paper with such legends as the Administrative Agent shall reasonably specify.

(ii) Each Grantor will give the Administrative Agent prompt written notice following the creation or other acquisition of any Documents and all other Rights to Payment at any time evidenced by promissory notes, trade acceptances or other instruments having a face amount in excess of $250,000 by such Grantor after the Original Closing Date.

(k) Bailees . Any Person (other than the Administrative Agent) at any time and from time to time holding all or any portion of the Collateral shall be deemed to, and shall, hold the Collateral as the agent of, and as pledge holder for, the Administrative Agent. Except with respect to Rolling Stock (including, without limitation, Railcars), vehicles, trailers, Chassis or containers, at any time and from time to time, the Administrative Agent may give notice to any such Person holding all or any portion of the Collateral that such Person is holding the Collateral as the agent and bailee of, and as pledge holder for, the Administrative Agent, and obtain such Person’s written acknowledgment thereof. Without limiting the generality of the foregoing and except with respect to Rolling Stock or Chassis, each Grantor will join with the Administrative Agent in notifying any Person who has possession of any Collateral of the Administrative Agent’s security interest therein and obtaining an acknowledgment from such Person that it is holding the Collateral for the benefit of the Administrative Agent.

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(l) Control . Without limiting the foregoing provisions of this Section 2 , each Grantor will cooperate with the Administrative Agent in obtaining control (as defined in the UCC) of Collateral consisting of any Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights.

(m) Additional Subsidiaries . In the event that any Grantor acquires rights in any Domestic Subsidiary or First Tier Foreign Subsidiary (other than any Excluded Subsidiary) after the Original Closing Date, it shall, within ten days (which period may be extended by the Administrative Agent in its sole discretion) after such acquisition, deliver to the Administrative Agent a completed Pledge Supplement as contemplated by the Pledge Agreement. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Administrative Agent shall attach to any such Subsidiary immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver any such Pledge Supplement.

(n) Rolling Stock . (i) Each Grantor shall execute and deliver to the Administrative Agent, such documentation as the Administrative Agent may reasonably request, and take such other action as the Administrative Agent or the Required Lenders may reasonably request, to perfect the Administrative Agent’s security interest in the Rolling Stock with any Governmental Authority and otherwise to maintain, protect and preserve the Administrative Agent’s security interest therein. Without limiting the generality of the foregoing, each Grantor shall (x) cause a Memorandum of Amended and Restated Security Agreement to be duly filed, recorded and deposited with the Surface Transportation Board pursuant to the provisions of 49 U.S.C §11301 and 49 CFR §1177 and furnish the Administrative Agent and the Lenders a proof thereof, (y) cause a Memorandum of Amended and Restated Security Agreement (Canada) to be duly filed, recorded and deposited with the Registrar General of Canada pursuant to Section 105 of the Canada Transportation Act and furnish the Administrative Agent and the Lenders a proof thereof, and (z) take such other action as the Administrative Agent or the Required Lenders may reasonably request, to perfect the Administrative Agent’s security interest in such Rolling Stock.

(ii) Promptly following the creation or other acquisition of any Rolling Stock by any Grantor after the Restatement Date, such Grantor shall modify this Agreement by amending Schedule 4 to include any Rolling Stock which becomes part of the Collateral and which was not included on Schedule 4 as of the Restatement Date.

(o) Chassis . (i) Prior to the date that is 60 days after the Restatement Date (or such later date as agreed to by the Administrative Agent in its sole discretion), (x) each Grantor shall have noted the name and other necessary details in respect of the Administrative Agent on the certificate of title for 100% of such Grantor’s Chassis, subject to any motor vehicle registration statute (each a “Motor Vehicle Statute”), including, without limitation, any of those statutes described in the Uniform Commercial Code §9-311(a)(2), as adopted in any state in which any Grantor holds such Chassis, that are owned by such Grantor, in such manner as shall indicate that a security interest has been perfected in accordance with the Motor Vehicle Statutes adopted in the state where such Chassis are titled, and (y) each Grantor shall have taken or caused to be taken all such other actions necessary, or that the Administrative Agent or the Required Lenders may reasonably request, to perfect, maintain, protect, and enforce the Administrative Agent’s Liens.

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(ii) In respect of any Chassis purchased by any Grantor after the Restatement Date, (i) each Grantor shall, within forty-five (45) days after such purchase, note the name and other necessary details in respect of the Administrative Agent on the certificate of title for such Chassis in such manner as shall indicate that a security interest has been perfected in accordance with the Motor Vehicle Statute adopted in the state where such Chassis are titled, and (ii) each Grantor shall, within forty-five (45) days after such purchase, take or cause to be taken all other actions necessary, or that the Administrative Agent or the Required Lenders may reasonably request, to perfect, maintain, protect, and enforce the Administrative Agent’s Liens; and (iii) the certificate of title in respect of such Chassis shall have been properly endorsed in favor or to the order of such Grantor such that the Grantor is, for all purposes, recognized as the owner of such Chassis.

(iii) The Borrower Agent shall, on its own behalf and on behalf of each Grantor, segregate and maintain on behalf of the Administrative Agent all certificates of title in respect of all Chassis at the Borrower Agent’s principal place of business. Such certificates of title shall be categorized by state of title and held in such a manner as to allow the Administrative Agent to examine and make copies thereof or abstracts therefrom in accordance with the inspection and examination rights otherwise granted pursuant to the Loan Documents. Upon Administrative Agent’s written request (delivered in its sole discretion), the Borrower Agent shall deliver to the Administrative Agent all such certificates of title.

(p) Purchase Money Security Interests . To the extent any Grantor uses the proceeds of any of the Secured Obligations to purchase Collateral, such Grantor’s repayment of the Secured Obligations shall apply on a “first-in, first-out” basis so that the portion of the Secured Obligations used to purchase a particular item of Collateral shall be paid in the chronological order such Grantor purchased the Collateral.

(q) Controlled Foreign Corporations . Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s right, title or interest in any of the outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 66% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation. As used herein, “ Controlled Foreign Corporation ” shall mean a “controlled foreign corporation” as defined in the Code.

(r) Certain Leases and Other Agreements . Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s right, title or interest in any lease, license, contract, or agreement, as such, or the assets subject thereto, if under the terms of such lease, license, contract, or agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein or in such assets to the Administrative Agent (i) is prohibited and such prohibition has not been or is not waived or the consent of the other party to such lease,

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license, contract, or agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived or (ii) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein; provided, that the foregoing exclusion shall in no way be (A) construed to apply if any such prohibition would be rendered ineffective under the UCC or other applicable law (including any Debtor Relief Laws) or principles of equity, (B) construed so as to limit, impair or otherwise affect the Administrative Agent’s unconditional continuing security interests in and liens upon any rights or interests of such Grantor in or to the proceeds thereof, including monies due or to become due under any such lease, license, contract, or agreement (including any Accounts), in each case, that are not subject to such prohibitions, or (C) construed to apply at such time as the condition causing such prohibition shall be remedied and, to the extent severable, “Collateral” shall include any portion of such lease, license, contract, agreement or assets subject thereto that does not result in such prohibition; and provided, further, that, upon the written request of the Administrative Agent, each such Grantor shall use its commercially reasonable efforts to obtain consents with respect to leases, licenses, contracts and agreements that are material to such Grantor’s business pursuant to commercially reasonable terms for the grant of a security interest or lien over such leases, licenses, contracts, or agreements.

SECTION 3 Representations and Warranties . In addition to the representations and warranties of the Grantors set forth in the Credit Agreement, which are incorporated herein by this reference, each Grantor represents and warrants to each Secured Party that:

(a) Location of Chief Executive Office . As of the Restatement Date, each Grantor’s chief executive office and principal place of business is located at the address set forth in Schedule 1 .

(b) Locations of Books . As of the Restatement Date, all locations where Books pertaining to the Rights to Payment are kept, including all equipment necessary for accessing such Books and the names and addresses of all service bureaus, computer or data processing companies and other Persons keeping any Books or collecting Rights to Payment for any Grantor, are set forth in Schedule 1 .

(c) Jurisdiction of Organization and Names . As of the Restatement Date, each Grantor’s jurisdiction of organization is set forth in Schedule 1 ; and each Grantor’s exact legal name is as set forth on the signature pages of this Agreement. As of the Restatement Date, all trade names and trade styles under which each Grantor presently conducts its business operations are set forth in Schedule 1 , and, except as set forth in Schedule 1 , each Grantor has not, within the past five (5) years: (i) been known as or used any other corporate, trade or fictitious name; (ii) changed its name; (iii) been the surviving or resulting corporation in a merger or consolidation; or (iv) acquired through asset purchase or otherwise any business of any Person.

(d) Collateral . Each Grantor has rights in or the power to transfer the Collateral, and each Grantor is, and, except as permitted by Section 4(i) , will continue to be, the sole and complete owner of the Collateral (or, in the case of after-acquired Collateral, at the time any Grantor acquires rights in such Collateral, will be the sole and complete owner thereof), free from any Lien other than Permitted Liens.

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(e) Enforceability; Priority of Security Interest . (i) This Agreement creates a security interest which is enforceable against the Collateral in which each Grantor now has rights and will create a security interest which is enforceable against the Collateral in which such Grantor hereafter acquires rights at the time such Grantor acquires any such rights; and (ii) the Administrative Agent has a perfected and first priority security interest in the Collateral in which such Grantor now has rights, and will have a perfected and first priority security interest in the Collateral in which such Grantor hereafter acquires rights at the time such Grantor acquires any such rights, in each case to the extent that the filing of a UCC financing statement naming each Grantor as “debtor” and the Administrative Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 3 hereof (as such schedule may be amended or supplemented from time to time) will be sufficient to perfect the security interest created hereby in such Collateral under the applicable Laws.

(f) Other Financing Statements . Other than (i) UCC financing statements disclosed to the Administrative Agent and (ii) UCC financing statements in favor of the Administrative Agent on behalf of itself and the other Secured Parties, no effective UCC financing statement naming any Grantor as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction.

(g) Rights to Payment .

(i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m) , or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of business;

(ii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws;

(iii) no Grantor has assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents;

(iv) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and what they purport to be; and

(v) no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.

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(h) Inventory . As of the Restatement Date, no Inventory is stored with any bailee, warehouseman or similar Person or on any premises leased to any Grantor, nor has any Inventory been consigned to any Grantor or consigned by any Grantor to any Person or is held by any Grantor for any Person under any “bill and hold” or other arrangement, except at locations listed in Schedule 8.06 of the Credit Agreement.

(i) Intellectual Property .

(i) As of the Restatement Date, except as set forth in Schedule 2 , no Grantor (directly or through any Subsidiary) owns, possesses or uses under any licensing arrangement any patents, copyrights, trademarks, service marks or trade names, nor is there currently pending before any Governmental Authority any application for registration of any patent, copyright, trademark, service mark or trade name material to its business and operations;

(ii) all of each Grantor’s patents, copyrights, trademarks, service marks and trade names are subsisting and have not been adjudged invalid or unenforceable in whole or in part;

(iii) all maintenance fees required to be paid by any Grantor on account of any of its patents have been timely paid for maintaining such patents in force, and, to the best of such Grantor’s knowledge, each of such patents is valid and enforceable;

(iv) to the best of each Grantor’s knowledge, no infringement or unauthorized use presently is being made of any Intellectual Property Collateral by any Person that could reasonably be expected to have a Material Adverse Effect;

(v) each Grantor is the owner of its Intellectual Property Collateral (directly or by license) and the past and present use of such Intellectual Property Collateral by such Grantor has not and does not infringe or violate any right, privilege or license agreement of or with any other Person in any material respect; and

(vi) each Grantor owns, has material rights under, is a party to, or an assignee of a party to all material licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications, trade names and all other Intellectual Property Collateral necessary to continue to conduct its business as heretofore conducted.

(j) Equipment . As of the Restatement Date, none of the Equipment is leased from any Person, except (other than those Railcars and Chassis that constitute a portion of the Borrowing Base as to which this exception shall not apply) as set forth in UCC record searches delivered to the Administrative Agent or as otherwise disclosed to the Administrative Agent and the Lenders.

(k) Deposit Accounts . As of the Restatement Date, the names and addresses of all financial institutions at which any Grantor maintains its Deposit Accounts, and the account numbers and account names of such Deposit Accounts, are set forth in Schedule 1 .

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(l) Instrument Collateral . (i) No Grantor has previously assigned any interest in any Instruments (other than such interests as will be released on or before the Restatement Date), (ii) no Person other than such Grantor owns an interest in the Instruments (whether as joint holders, participants or otherwise), and (iii) no material default exists under or in respect of the Instruments.

(m) Pledged Shares, Partnership and LLC Collateral and other Pledged Collateral . (i) All the Pledged Shares and Partnership and LLC Collateral have been, and upon issuance any additional Pledged Collateral consisting of Pledged Shares, Partnership and LLC Collateral or any other securities, will be, duly and validly issued, and are and will be fully paid and non-assessable, subject in the case of Partnership and LLC Collateral to future assessments required under applicable law and any applicable partnership or operating agreement, (ii) the applicable Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (iii) there are no restrictions on the transferability of the Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or