EXHIBIT 1.1 $25,000,000 PRINCIPAL AMOUNT OF 8 3/4% SENIOR SUBORDINATED NOTES, SERIES B, DUE 2004 ABC RAIL PRODUCTS CORPORATION UNDERWRITING AGREEMENT ---------------------- December 17, 1997 ROBERT W. BAIRD & CO. INCORPORATED PIPER JAFFRAY INC. c/o...Abc Rail Products Corp • December 24th, 1997 • Metal forgings & stampings • Illinois
Exhibit 10.14 Consulting Agreement -------------------- This Consulting Agreement (the "Agreement") is made as of February 23, 2001, by and between ABC-NACO Inc., a Delaware corporation (the "Company"), and Richard A. Drexler (the "Consultant")....Consulting Agreement • April 30th, 2001 • Abc Naco Inc • Metal forgings & stampings • Illinois
EXHIBIT 1.1 $50,000,000 PRINCIPAL AMOUNT OF 9 1/8% SENIOR SUBORDINATED NOTES DUE 2004 ABC RAIL PRODUCTS CORPORATION UNDERWRITING AGREEMENT ---------------------- JANUARY 28, 1997 ROBERT W. BAIRD & CO. INCORPORATED PIPER JAFFRAY INC. c/o Robert W....Underwriting Agreement • January 31st, 1997 • Abc Rail Products Corp • Metal forgings & stampings • Illinois
ABC-NACO INC.,Credit Agreement • December 15th, 1999 • Abc Naco Inc • Metal forgings & stampings
EXHIBIT 4.1 ------------ AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT --------------------------------------------- This Amendment No. 3, dated as of March 8, 2000 (this "Amendment No. 3"), is to the Rights Agreement, dated as of September 29, 1995,...Rights Agreement • March 17th, 2000 • Abc Naco Inc • Metal forgings & stampings • Delaware
INDENTUREAbc Naco Inc • October 22nd, 1999 • Metal forgings & stampings • Illinois
by and amongAsset Purchase Agreement • April 19th, 2001 • Abc Naco Inc • Metal forgings & stampings • New York
156,500,000 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 2, 2001 among ABC-NACO INC., ABC-NACO LATINO AMERICA, S.A. de C.V., DOMINION CASTINGS LIMITED, BANK OF AMERICA CANADA, as Canadian Revolving Lender, BANK OF AMERICA, N.A., as...Credit Agreement • May 15th, 2001 • Abc Naco Inc • Metal forgings & stampings • Illinois
REGISTRATION RIGHTS AGREEMENT dated as of May 2, 2001 among ABC-NACO Inc. and THE HOLDERS OF REGISTRABLE SECURITIES REFERRED TO HEREINRegistration Rights Agreement • August 14th, 2001 • Abc Naco Inc • Metal forgings & stampings • Delaware
Dated as of October 30, 2000 among ABC-NACO INC., ABC-NACO de MEXICO, S.A. de C.V., DOMINION CASTINGS LIMITED, BANK OF AMERICA CANADA, as Canadian Revolving Lender, BANK OF AMERICA NATIONAL ASSOCIATION, as Agent and Letter of Credit Issuing Lender and...Credit Agreement • November 14th, 2000 • Abc Naco Inc • Metal forgings & stampings
BACKGROUND ----------Exchange Agreement • April 19th, 2001 • Abc Naco Inc • Metal forgings & stampings • New York
EXHIBIT 10.2 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of August 7, 1996Loan and Security Agreement • October 23rd, 1996 • Abc Rail Products Corp • Metal forgings & stampings • Illinois
EXHIBIT 4.1 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT --------------------------------------- Amendment No. 1, dated as of November 18, 1996 (this "Amendment No. 1"), to the Rights Agreement between ABC RAIL PRODUCTS CORPORATION, a Delaware corporation...Rights Agreement • December 3rd, 1996 • Abc Rail Products Corp • Metal forgings & stampings • Delaware
Exhibit 10.2 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of January 31, 1997Loan and Security Agreement • October 24th, 1997 • Abc Rail Products Corp • Metal forgings & stampings • Illinois
15,000,000 CREDIT AGREEMENT Dated as of May 2, 2001 among ABC-NACO INC., ING FURMAN SELZ INVESTORS III LP as Agent and THE OTHER LENDERS PARTY HERETOCredit Agreement • May 15th, 2001 • Abc Naco Inc • Metal forgings & stampings • New York
ABC RAIL PRODUCTS CORPORATION THE COMPANY AND FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION THE TRUSTEE INDENTURE DATED AS OF ___________, 1996Abc Rail Products Corp • November 15th, 1996 • Metal forgings & stampings • Illinois
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT OR STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM....Abc Naco Inc • August 14th, 2001 • Metal forgings & stampings • New York
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 8th, 1999 • Abc Rail Products Corp • Metal forgings & stampings • Delaware
ABC-NACO INC., (formerly known as ABC Rall Products Corporation), the Company AND U.S. BANK NATIONAL ASSOCIATION, (as successor trustee to First Trust National Association) the TrusteeIndenture • April 30th, 2001 • Abc Naco Inc • Metal forgings & stampings
the CompanyAbc Rail Products Corp • December 23rd, 1997 • Metal forgings & stampings • Illinois
NACO, INC.,Agreement and Plan of Merger • September 18th, 1998 • Abc Rail Products Corp • Metal forgings & stampings • Delaware
WITNESSETH:Loan Agreement • June 8th, 1998 • Abc Rail Products Corp • Metal forgings & stampings • New York
AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT --------------------------------------- This Amendment No. 3, dated as of March 8, 2000 (this "Amendment No. 3"), is to the Rights Agreement, dated as of September 29, 1995, between ABC-NACO Inc., a Delaware...The Rights Agreement • March 14th, 2000 • Abc Naco Inc • Metal forgings & stampings • Delaware
RECITALS: --------Consent Agreement • February 20th, 1998 • Abc Rail Products Corp • Metal forgings & stampings • Illinois
RECITALS --------And Waiver Agreement • December 10th, 1997 • Abc Rail Products Corp • Metal forgings & stampings • Illinois
This Second Amended and Restated Credit Agreement (this "Agreement") --------- is entered into as of March __, 2000, by and among ABC-NACO Inc., a Delaware corporation (the "Company"), ABC-NACO de Mexico, S.A. de C.V., a Mexican ------- corporation...Credit Agreement • March 14th, 2000 • Abc Naco Inc • Metal forgings & stampings
RECITALS --------Reaffirmation Agreement • June 8th, 1998 • Abc Rail Products Corp • Metal forgings & stampings • Illinois
RECITALS --------Waiver and Release Agreement • December 15th, 1999 • Abc Naco Inc • Metal forgings & stampings
------------------------------------------------------------------------------- - SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION...Abc Rail Products Corp • November 15th, 1996 • Metal forgings & stampings
AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT BY AND AMONG ABC-NACO INC., ANDInvestors Rights Agreement • August 14th, 2001 • Abc Naco Inc • Metal forgings & stampings • New York
ANDAbc Naco Inc • August 14th, 2001 • Metal forgings & stampings
CREDIT AGREEMENTCredit Agreement • March 8th, 1999 • Abc Rail Products Corp • Metal forgings & stampings • Illinois
EXHIBIT 10.1 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of January 31, 1997Loan and Security Agreement • March 7th, 1997 • Abc Rail Products Corp • Metal forgings & stampings
INVESTORS RIGHTS AGREEMENT THIS IS AN INVESTORS RIGHTS AGREEMENT (this "Agreement"),dated as of this March 8, 2000, by and among ABC-NACO INC., a Delaware corporation (the "Corpora- tion"), having its principal office at 2001 Butterfield Road, Suite...Investors Rights Agreement • March 14th, 2000 • Abc Naco Inc • Metal forgings & stampings • New York
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of this 19th day of February, 1999 by and among ABC Rail Products Corporation, a Delaware corporation ("ABC") and the stockholders...Registration Rights Agreement • March 16th, 1999 • Abc Naco Inc • Metal forgings & stampings • Delaware
