EMPLOYMENT AGREEMENT FOR EDWARD J. WHALENEmployment Agreement • March 17th, 2005 • FCA Acquisition Corp. • 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, 2004FCA Acquisition Corp. • March 17th, 2005
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 • March 17th, 2005 • FCA Acquisition Corp. • 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 • March 17th, 2005 • FCA Acquisition Corp.
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 • March 17th, 2005 • FCA Acquisition Corp. • 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 • March 17th, 2005 • FCA Acquisition Corp. • 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 • March 17th, 2005 • FCA Acquisition Corp. • 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. BagbyFCA Acquisition Corp. • March 17th, 2005
LEASE AGREEMENTLease Agreement • March 17th, 2005 • FCA Acquisition Corp.
THIS LEASE AGREEMENT (this “Lease”) is made as of the 20th day of December, 2004 by and between NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation (the “Landlord”); and JOHNSTOWN AMERICA CORPORATION, a Delaware corporation (the “Tenant”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 17th, 2005 • FCA Acquisition Corp. • 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 • March 17th, 2005 • FCA Acquisition Corp. • 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 • March 17th, 2005 • FCA Acquisition Corp. • 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 • March 17th, 2005 • FCA Acquisition Corp. • 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, 2004FCA Acquisition Corp. • March 17th, 2005
WAIVER AND AMENDMENT TO PURCHASE AGREEMENTWaiver and Amendment to Purchase Agreement • March 17th, 2005 • FCA Acquisition Corp. • 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 • March 17th, 2005 • FCA Acquisition Corp. • 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 21, 2004FCA Acquisition Corp. • March 17th, 2005
EMPLOYMENT AGREEMENT FOR JOHN E. CARROLL, JR.Employment Agreement • March 17th, 2005 • FCA Acquisition Corp. • 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”).
RABBIT HILL HOLDINGS, INC. Rabbit Hill Sarles Street Mount Kisco, NY 10549 June 3, 1999FCA Acquisition Corp. • March 17th, 2005 • Pennsylvania
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 17th, 2005 • FCA Acquisition Corp.
THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT, dated as of March 5, 2005 (this “Amendment”), is entered into by and between FREIGHTCAR AMERICA, INC. (formerly known as Rabbit Hill Holdings, Inc.), a Delaware corporation (the “Company”), and JOHN HANCOCK LIFE INSURANCE COMPANY (formerly known as John Hancock Mutual Life Insurance Company), a Massachusetts life insurance company (“John Hancock”).
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 17th, 2005 • FCA Acquisition Corp.
THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT, dated as of March 7, 2005 (this “Amendment”), is entered into by and among FREIGHTCAR AMERICA, INC. (formerly known as Rabbit Hill Holdings, Inc. and JAC International Holdings, Inc.), a Delaware corporation (“FCA”), JAC Intermedco, Inc. (formerly known as Rabbit Hill Intermedco, Inc.), a Delaware corporation (“Intermedco”), JAC Operations, Inc. (formerly known as 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”).
FREIGHTCAR AMERICA, INC.FCA Acquisition Corp. • March 17th, 2005
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”)
SHARE PURCHASE AGREEMENT between JOHNSTOWN AMERICA INDUSTRIES, INC. and RABBIT HILL HOLDINGS, INC dated as of May 10, 1999Share Purchase Agreement • March 17th, 2005 • FCA Acquisition Corp. • Delaware
SHARE PURCHASE AGREEMENT dated as of May 10, 1999 between Johnstown America Industries, Inc., a Delaware corporation (“Seller”) and Rabbit Hill Holdings, Inc., a Delaware corporation (“Buyer”).
FREIGHTCAR AMERICA, INC. Two North Riverside Plaza Suite 1250 Chicago, Illinois 60606 March 7, 2005FCA Acquisition Corp. • March 17th, 2005
This letter (this “Amendment”) will serve to confirm the following amendment to that certain letter agreement (the “Consulting Agreement”), dated June 3, 1999, between you and FreightCar America, Inc. (formerly known as Rabbit Hill Holdings, Inc. and JAC International Holdings, Inc.).
FORM OF] AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 17th, 2005 • FCA Acquisition Corp.
This AGREEMENT AND PLAN OF MERGER, dated this day of , 2005 (this “Agreement”), pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), between FreightCar America, Inc., a Delaware corporation (“FreightCar” or the “Merged Corporation”), and FCA Acquisition Corp., a Delaware corporation (“FCA” or the “Surviving Corporation” and together with the Merged Corporation, the “Constituent Corporations”).
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • March 17th, 2005 • FCA Acquisition Corp.
THIS AMENDMENT TO MANAGEMENT AGREEMENT, dated as of March 7, 2005 (this “Amendment”), is entered into by and among FREIGHTCAR AMERICA, INC. (formerly known as Rabbit Hill Holdings, Inc. and JAC International Holdings, Inc.), a Delaware corporation (“FCA”), JAC Intermedco, Inc. (formerly known as Rabbit Hill Intermedco, Inc.), a Delaware corporation (“Intermedco”), JAC Operations, Inc. (formerly known as 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”), JAC Patent Company, a Delaware corporation (“Patent”), and CAMILLO M. SANTOMERO, III, an individual (the “Manager”).
PURCHASE AGREEMENT among Rabbit Hill Holdings, Inc., as Issuer and Caravelle Investment Fund, L.L.C., Hancock Mezzanine Partners L.P. and John Hancock Mutual Life Insurance Company Dated as of June 3, 1999 Relating to: $25,000,000 Aggregate Principal...Purchase Agreement • March 17th, 2005 • FCA Acquisition Corp. • New York
PURCHASE AGREEMENT, dated as of June 3, 1999, by and among 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 Mutual Life Insurance Company (“JHMLIC” and each of Caravelle, Hancock and JHMLIC a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT TO DEFERRED FINANCING FEE AGREEMENTDeferred Financing Fee Agreement • March 17th, 2005 • FCA Acquisition Corp.
THIS AMENDMENT TO DEFERRED FINANCING FEE AGREEMENT, dated as of March 7, 2005 (this “Amendment”), is entered into by and between FREIGHTCAR AMERICA, INC. (formerly known as Rabbit Hill Holdings, Inc.), a Delaware corporation (“FCA”), and CARAVELLE INVESTMENT FUND, L.L.C. (“Caravelle”).
AMENDMENT OF EMPLOYMENT AGREEMENT FOR JOHN E. CARROLL, JR.Employment Agreement • March 17th, 2005 • FCA Acquisition Corp.
WHEREAS, FreightCar America, Inc. (formerly known as JAC Holdings International, Inc.) (the “Company”) and John E. Carroll, Jr. (the “Executive”) entered into an Employment Agreement effective as of December 17, 2004 (the “Employment Agreement”); and
WAIVER AND FIRST AMENDMENT TO LASALLE CREDIT AGREEMENT, FIRST AMENDMENT TO SUBORDINATION AGREEMENT, AND REAFFIRMATION OF GUARANTIES AND SUBORDINATION AGREEMENTLasalle Credit Agreement • March 17th, 2005 • FCA Acquisition Corp. • Illinois
This WAIVER AND FIRST AMENDMENT TO LASALLE CREDIT AGREEMENT, FIRST AMENDMENT TO SUBORDINATION AGREEMENT, REAFFIRMATION OF GUARANTIES AND SUBORDINATION AGREEMENT, dated and effective as of December 17, 2004 (the “Agreement”), is executed by and among JOHNSTOWN AMERICA CORPORATION, a Delaware corporation (“JAC”), FREIGHT CAR SERVICES, INC., a Delaware corporation (“Freight Car”), JAC OPERATIONS, INC., a Delaware corporation (“JAC Operations”), JAIX LEASING COMPANY, a Delaware corporation (“JAIX”; JAC Operations, JAC, Freight Car and JAIX each being referred to herein as a “Borrower” and collectively referred to herein as the “Co-Borrowers”), FREIGHTCAR AMERICA, INC. (formerly JAC HOLDINGS INTERNATIONAL, INC.), a Delaware corporation (“JAC Holdings”), JAC INTERMEDCO, INC., a Delaware corporation (“JAC Intermedco”), JAC PATENT COMPANY, a Delaware corporation (“JAC Patent”; JAC Holding, JAC Intermedco and JAC Patent each being referred to herein as a “Guarantor” and collectively referred to
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 17th, 2005 • FCA Acquisition Corp.
THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT, dated as of March 7, 2005 (this “Amendment”), is entered into by and between FREIGHTCAR AMERICA, INC. (formerly known as Rabbit Hill Holdings, Inc.), a Delaware corporation (the “Company”), and HANCOCK MEZZANINE PARTNERS L.P., a Delaware limited partnership (“Hancock”).
ContractCredit Agreement • March 17th, 2005 • FCA Acquisition Corp. • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of October 17, 2003 among JOHNSTOWN AMERICA CORPORATION, a Delaware corporation (“JAC”), FREIGHT CAR SERVICES, INC., a Delaware corporation (“FCS”), JAC OPERATIONS; INC., a Delaware corporation (“JAC Operations”), and JAIX LEASING COMPANY, a Delaware corporation (“JAIX”) (JAC, FCS, JAC Operations and JAIX are sometimes collectively referred to herein as the “Borrowers” and each individually as a “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
