EMPLOYMENT AGREEMENT FOR EDWARD J. WHALENEmployment Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • Illinois
THIS AGREEMENT (the “Agreement”) is made effective as of December 20, 2004 (the “Effective Date”), between FreightCar America, Inc., a Delaware corporation (the “Company”), and Edward J. Whalen (the “Executive”).
December 29, 2004FreightCar America, Inc. • February 22nd, 2005 • Railroad equipment
CREDIT AGREEMENT by and among JOHNSTOWN AMERICA CORPORATION, FREIGHT CAR SERVICES, INC., JAC OPERATIONS, INC. and JAIX LEASING COMPANY, as Co-Borrowers and LASALLE BANK NATIONAL ASSOCIATION, as the BankCredit Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • Illinois
This Credit Agreement (“Credit Agreement”) is dated as of September 11, 2003, by and among JOHNSTOWN AMERICA CORPORATION, a Delaware corporation, FREIGHT CAR SERVICES, INC., a Delaware corporation, JAC OPERATIONS, INC., a Delaware corporation, and JAIX LEASING COMPANY, a Delaware corporation (each a “Co-Borrower”, and collectively the “Co-Borrowers”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).
AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment
THIS AMENDMENT AGREEMENT, dated as of February 15, 2001 by and among Rabbit Hill Holdings, Inc., a Delaware corporation (“RHH”), Hancock Mezzanine Partners, L.P., a Delaware limited liability company (“Hancock”), John Hancock Mutual Life Insurance Company, a Massachusetts life insurance corporation (“JHMLIC”), Caravelle Investment Fund, L.L.C., a Delaware limited liability company (“Caravelle”), Transportation Technologies Industries, Inc., formerly Johnstown America Industries, Inc., a Delaware corporation (“TTII”), Camillo M. Santomero, III, an individual residing in New York (“Santomero”), Transportation Investment Partners, L.L.C., a Delaware limited liability company (“TIP” and, together with Caravelle and Santomero, collectively, in such capacity, the “CAC Purchasers”) and the Individual Investors listed on Exhibit “A” attached hereto, who now or hereafter become signatories to this Amendment Agreement (the “Individual Investors” - Hancock, JHMLIC, Caravelle, TTII, Santomero, TIP
AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENTThe Share Purchase Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • Delaware
This AMENDMENT NO. 1, dated as of June 3, 1999 (this “Amendment”), by and between Johnstown America Industries, Inc., a Delaware corporation (“Seller”), and Rabbit Hill Holdings, Inc., a Delaware corporation (“Buyer”), amends the Share Purchase Agreement, dated as of May 10 ,1999 (the “Share Purchase Agreement”), by and between Seller and Buyer.
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • Delaware
Shareholders’ Agreement dated as of June 3, 1999, by and among Rabbit Hill Holdings, Inc., a Delaware corporation (“RHH”), Hancock Mezzanine Partners, L.P., a Delaware limited liability company (“Hancock”), John Hancock Mutual Life Insurance Company, a Massachusetts life insurance corporation (“JHMLIC”), Caravelle Investment Fund, L.L.C., a Delaware limited liability company (“Caravelle”), Johnstown America Industries, Inc., a Delaware corporation (“JAII”), Camillo M. Santomero, III, an individual residing in New York (“Santomero”) and the individual investors listed on Exhibit “A” attached hereto, who now or hereafter become signatories to this Agreement (the “Individual Investors” - Hancock, JHMLIC, Caravelle, JAII, Santomero, and the Individual Investors are herein collectively referred to as the “Shareholders”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • New York
MANAGEMENT SERVICES AGREEMENT, dated as of June 3, 1999 among RABBIT HILL HOLDINGS, INC., a Delaware corporation (the “Company”), and John Hancock Mutual Life Insurance Company a Massachusetts life insurance company (“John Hancock”).
December 21, 2004 Mr. Kevin P. BagbyFreightCar America, Inc. • February 22nd, 2005 • Railroad equipment
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • New York
MANAGEMENT SERVICES AGREEMENT, dated as of June 3, 1999 among RABBIT HILL HOLDINGS, INC., a Delaware corporation (the “Company”), and Hancock Mezzanine Partners L.P., a Delaware limited partnership (“Hancock”).
MANAGEMENT AGREEMENTManagement Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • Delaware
This Management Agreement is made as of the 3rd day of June, 1999, by and among RABBIT HILL HOLDINGS, INC., a Delaware corporation (“RHH”), RABBIT HILL INTERMEDCO, INC., a Delaware corporation (“Intermedco”) RABBIT HILL OPERATIONS, INC., a Delaware corporation (“Operations”), JOHNSTOWN AMERICA CORPORATION, a Delaware corporation (“JAC”), FREIGHT CAR SERVICES, INC., a Delaware corporation (“FCS”), JAIX LEASING COMPANY, a Delaware corporation (“JAIX”) and JAC PATENT COMPANY, a Delaware corporation (“Patent” - JAC, FCS, JAIX and Patent are herein referred to as the “Companies”, and each as a “Company”, and the Companies, RHH, Intermedco and Operations are herein referred to as the “Contracting Parties”) and CAMILLO M. SANTOMERO, III, an individual (the “Manager”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • Delaware
This Management Services Agreement is made as of the 3rd day of June, 1999, by and among RABBIT HILL HOLDINGS, INC., a Delaware corporation (“RHH”), RABBIT HILL INTERMEDCO, INC., a Delaware corporation (“Intermedco”), RABBIT HILL OPERATIONS, INC., a Delaware corporation (“Operations”), JOHNSTOWN AMERICA CORPORATION, a Delaware corporation (“JAC”), FREIGHT CAR SERVICES, INC., a Delaware corporation (“FCS”), JAIX LEASING COMPANY, a Delaware corporation (“JAIX”) and JAC PATENT COMPANY, a Delaware corporation (“Patent” -JAC, FCS, JAIX and Patent are herein referred to as the “Companies”, and each as a “Company”, and the Companies, Intermedco and Operations are herein referred to as the “Contracting Parties”).
DEFERRED FINANCING FEE AGREEMENTDeferred Financing Fee Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • New York
DEFERRED FINANCING FEE AGREEMENT, dated as of June 3, 1999 among RABBIT HILL HOLDINGS, INC., a Delaware corporation (the “Company”), and Caravelle Investment Fund, L.L.C., a Delaware limited liability company (“Caravelle”).
December 29, 2004FreightCar America, Inc. • February 22nd, 2005 • Railroad equipment
WAIVER AND AMENDMENT TO PURCHASE AGREEMENTWaiver and Amendment to Purchase Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • New York
This WAIVER AND AMENDMENT TO PURCHASE AGREEMENT (“Waiver and Amendment”), dated and effective as of December 17, 2004 (the “Amendment Effective Date”), is executed by and among FREIGHTCAR AMERICA, INC., formerly JAC Holdings International, Inc., a Delaware corporation (“Company”) and the Purchasers identified on Schedule A hereto (the “Purchasers”).
WAIVER AND AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • New York
THIS WAIVER AND AMENDMENT NO. 1 (this “Amendments”) is dated as of September 11, 2003 (the “Amendment Effective Date”) to the Purchase Agreement dated as of June 3, 1999 (the “Purchase Agreements”) by and among JAC Holdings International, Inc. (for-merry known as Rabbit Hill Holdings, Inc.); a Delaware corporation (the “Company”) and Caravelle Investment Fund, L.L.C. (“Caravelle”), Hancock Mezzanine Partners L.P. (“Hancock”) and John Hancock Life Insurance Company (formerly known as John Hancock Mutual Life Insurance Company) (“JHMLIC” and each of Caravelle, Hancock and JHMLIC a “Purchaser” and, collectively, the “Purchasers”). Unless otherwise provided herein, capitalized terms used but not defined hereto shall have the meanings ascribed to such terms in the Purchase Agreement.
December 20, 2004FreightCar America, Inc. • February 22nd, 2005 • Railroad equipment
EMPLOYMENT AGREEMENT FOR JOHN E. CARROLL, JR.Employment Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • Illinois
THIS AGREEMENT (the “Agreement”) is made effective as of December 17, 2004 (the “Effective Date”), between FreightCar America, Inc. (formerly known as JAC Holdings International, Inc.), a Delaware corporation (the “Company”), and John E. Carroll, Jr. (the “Executive”).
PURCHASE AGREEMENTPurchase Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • New York
PURCHASE AGREEMENT, dated as of November 19, 2003 by and among Caravelle Investment Fund, L.L.C. (“Seller”) and GoldenTree High Yield Master Fund, Ltd., GoldenTree High Yield Master Fund II, Ltd., DB Structured Products, Inc., Alpha U.S. Subfund II, LLC, GoldenTree High Yield Opportunities I, LP, GoldenTree High Yield Opportunities II, L.P., GoldenTree High Yield Value Master Fund, L.P., Safety National Casualty Corporation and Delphi Financial Group (each a “Buyer” and collectively the “Buyers”).
FREIGHTCAR AMERICA, INC.FreightCar America, Inc. • February 22nd, 2005 • Railroad equipment
Re: Purchase Agreement dated as of June 3, 1999 among FreightCar America, Inc. (formerly JAC Holdings International, Inc.) (the “Company”) and the Purchasers named therein( as amended, the “Purchase Agreement”)
RABBIT HILL HOLDINGS, INC. Rabbit Hill Sarles Street Mount Kisco, NY 10549 June 3, 1999FreightCar America, Inc. • February 22nd, 2005 • Railroad equipment • Pennsylvania
PURCHASE AGREEMENT by and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. and the PURCHASERS named herein Dated as of February 20, 2001 Relating to: 465,116 Shares of Common Stock, $.01 Par Value New Equity Warrants to purchase 100,000 Shares of...Purchase Agreement • February 22nd, 2005 • FreightCar America, Inc. • Railroad equipment • New York
PURCHASE AGREEMENT, dated as of February 20, 2001, by and among Transportation Technologies Industries, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule A hereto, (each a “Purchaser” and, collectively, the “Purchasers”).
