FreightCar America, Inc. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20[·] Subordinated Debt SecuritiesIndenture • August 27th, 2021 • FreightCar America, Inc. • Railroad equipment • New York
INDENTURE, dated as of [·], 20[·] (this “Indenture”), by and between FREIGHTCAR AMERICA, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
CREDIT AGREEMENT Dated as of July 26, 2013 among FREIGHTCAR AMERICA, INC., the Company, CERTAIN SUBSIDIARIES OF THE COMPANY PARTY HERETO, as the Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as...Credit Agreement • August 1st, 2013 • FreightCar America, Inc. • Railroad equipment • Illinois
This CREDIT AGREEMENT is entered into as of July 26, 2013, among FREIGHTCAR AMERICA, INC., a Delaware corporation (the “Company”), those Wholly-Owned Domestic Subsidiaries of the Company from time to time party hereto as Borrowers (together with the Company, collectively, the “Borrower” and each a “Borrower”), those Wholly-Owned Domestic Subsidiaries of the Company from time to time party hereto as Guarantors (the “Guarantors” and each a “Guarantor”, and together with the Borrower, the “Loan Parties” and each a “Loan Party”), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 1st, 2013 • FreightCar America, Inc. • Railroad equipment
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of July 26, 2013 among FREIGHTCAR AMERICA, INC., a Delaware corporation (the “Company”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, each individually a “Grantor”, and collectively, the “Grantors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
ContractFreightCar America, Inc. • May 24th, 2023 • Railroad equipment
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2010 • FreightCar America, Inc. • Railroad equipment • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ____________, 2010, by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and _____________________, a director of the Company (“Indemnitee”), in connection with Indemnitee’s service as a director of the Company and based upon the following factual background:
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2022 • FreightCar America, Inc. • Railroad equipment • New York
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 30, 2021, is made by and among FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the “Borrower”), FREIGHTCAR AMERICA, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders and LC Provider party hereto and U.S. BANK NATIONAL ASSOCIATION, as disbursing agent for the Lenders (together with its permitted successors and assigns in such capacity, the “Disbursing Agent”) and as collateral agent for the Secured Parties (together with its successors and permitted assigns in such capacity, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2011 • FreightCar America, Inc. • Railroad equipment • Illinois
THIS AGREEMENT (the “Agreement”) is entered into by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and Thomas McCarthy (the “Executive”), effective as of the date set forth by the Executive on the signature page hereof (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2022 • FreightCar America, Inc. • Railroad equipment
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of April 4, 2022 (the “Effective Date”), by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and OC III LVS XXVIII LP, a Delaware limited liability partnership (the “Investor”).
January 19, 2016 Mr. Matthew S. Kohnke Bordentown, NJ 08505Letter Agreement • January 25th, 2016 • FreightCar America, Inc. • Railroad equipment • Illinois
This letter agreement (“letter”) sets forth the terms of your employment with FreightCar America, Inc. (the “Company”). Commencing February 29, 2016, you will be employed as the Company’s Vice President, Finance, Chief Financial Officer and Treasurer, based at the Company’s offices in Chicago, Illinois, and reporting to Joseph E. McNeely, the Company’s President and Chief Executive Officer. You will have all of the duties and responsibilities commensurate with such position under the Company’s by-laws and consistent with the duties and responsibilities of chief financial officers of similar businesses as the Company. During your employment, you will devote your full-time business attention to the Company and will use your best efforts to discharge your responsibilities. You may, however, engage in civic and charitable activities and, with the prior consent of the Company’s Board of Directors (“Board”), corporate boards, provided that these activities do not interfere with your duties t
FREIGHTCAR AMERICA, INC. 2,283,754 Shares of Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2005 • FreightCar America, Inc. • Railroad equipment • New York
The persons named in Schedule B annexed hereto (the “Selling Stockholders”) propose to sell (the “Offering”) to the underwriters named in Schedule A annexed hereto (the “Underwriters”) an aggregate of 2,283,754 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of FreightCar America, Inc., a Delaware corporation (the “Company”). In addition, solely for the purpose of covering over-allotments, the Selling Stockholders propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an additional 342,563 shares of Common Stock (the “Additional Shares”) in the respective amounts set forth in Schedule B annexed hereto. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The Shares are as described in the Prospectus (as defined below).
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”).
WARRANT ACQUISITION AGREEMENT by and among CO FINANCE LVS VI LLC and freightcar america, inc., Dated as of December 30, 2021Warrant Acquisition Agreement • March 22nd, 2022 • FreightCar America, Inc. • Railroad equipment • New York
This WARRANT ACQUISITION AGREEMENT (this “Agreement”) is dated as of December 30, 2021 (the “Effective Date”) by and between FreightCar America, Inc., a Delaware corporation (the “Company”) and CO Finance LVS VI LLC, a Delaware limited liability company (the “Investor”).
AMENDMENT OF EMPLOYMENT AGREEMENT OF CHARLES MAGOLSKEEmployment Agreement • March 13th, 2009 • FreightCar America, Inc. • Railroad equipment
This Amendment of Employment Agreement (the “Amendment”) is made and entered into as of the 29th day of December, 2008, by and between Charles Magolske (the “Executive”) and FreightCar America, Inc., a Delaware corporation (the “Company”) (collectively, the “Parties”).
AGREEMENTAgreement • March 12th, 2007 • FreightCar America, Inc. • Railroad equipment • Illinois
This AGREEMENT (the “Agreement”) is entered into effective as of March 8, 2007 (the “Effective Date”), by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and Ken Bridges (the “Executive”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 30th, 2010 • FreightCar America, Inc. • Railroad equipment • Illinois
This LOAN AND SECURITY AGREEMENT dated and effective as of July 29, 2010 (the “Agreement”), is executed by and among FREIGHTCAR AMERICA, INC., a Delaware corporation (the “Parent”), JAC OPERATIONS, INC., a Delaware corporation, JOHNSTOWN AMERICA CORPORATION, a Delaware corporation, FREIGHT CAR SERVICES, INC., a Delaware corporation, and FREIGHTCAR ROANOKE, INC., a Delaware corporation (each of the foregoing individually a “Borrower” and collectively, the “Borrowers”), whose address is 2 North Riverside Plaza, Suite 1250, Chicago, Illinois 60606, and FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation, whose address is 222 South Riverside Plaza, 32nd Floor, Chicago, Illinois, 60606 (the “Bank”).
ContractRoyalty Agreement • May 8th, 2024 • FreightCar America, Inc. • Railroad equipment
ROYALTY AGREEMENT THIS ROYALTY AGREEMENT (the “Agreement”) is made as of Janury 23, 2024 (the “Effective Date”) by and among FreightCar America, Inc., a Delaware corporation with offices at 125 S. Wacker Drive, Suite 1500, Chicago, Illinois 60606 (“FCA”), and Alejandro Gil Benavides, a Mexican individual, with domicile at Barranquilla 404, col. Guadalupe, Monclova, Coahuila México, C.P. 25750 (The “Royalty Payee”), and FCA and Royalty Payee are collectively referred to herein as the “Parties”. RECITALS A. Whereas Royalty Payee has industrial, commercial and technical knowledge and information (the "Knowledge") consisting of: (i) Knowledge related to the way of doing business in Mexico by domestic and foreign investors, (ii) Knowledge as to of how to do business in the metal-mechanic, casting, smelting and manufacturing of metallic materials such as steel, (iii) Knowledge of the industrial process to manufacture Railcars and Tank Cars (as defined below), (iv) Knowledge related to the de
LOAN AND SECURITY AGREEMENT Dated as of October 8, 2020 amongLoan and Security Agreement • October 13th, 2020 • FreightCar America, Inc. • Railroad equipment • New York
This Loan and Security Agreement (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 8, 2020 among (1) Siena Lending Group LLC, together with its successors and permitted assigns (“Lender”), (2) JAC Operations, Inc., a Delaware corporation (“JAC”), Freight Car Services, Inc., a Delaware corporation (“Freight”), JAIX Leasing Company, a Delaware corporation (“JAIX”), FreightCar Short Line, Inc., a Delaware corporation (“Short”), Johnstown America, LLC, a Delaware limited liability company (“Johnstown”), FreightCar Alabama, LLC, a Delaware limited liability company (“Alabama”), FreightCar Rail Services, LLC, a Delaware limited liability company (“Rail”), FreightCar Rail Management Services, LLC, a Delaware limited liability company (“Management”), FreightCar North America, LLC, a Delaware limited liability company (“FCNA” and together with JAC, Freight, JAIX, Short, Johnstown, Alabama,
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”).
FREIGHTCAR AMERICA, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20[·] Senior Debt SecuritiesIndenture • August 27th, 2021 • FreightCar America, Inc. • Railroad equipment • New York
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.
Retention Payment and Success Bonus AgreementLetter Agreement • March 4th, 2020 • FreightCar America, Inc. • Railroad equipment • Illinois
This letter agreement (this “Agreement”), will be effective November 20, 2019 (the “Effective Date”), and sets forth the terms of the retention payment (“Retention Payment”) and transaction success bonus (the “Success Bonus”) payments that you may be eligible to receive from FreightCar America, Inc. (the “Company”).
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”).
Form of] NOMINATION AGREEMENTNomination Agreement • March 29th, 2005 • FCA Acquisition Corp. • Railroad equipment • Delaware
This Nomination Agreement (this “Agreement”), dated as of , 2005, by and between FreightCar America, Inc. (the “Company”) and [Camillo M. Santomero, III] [Trimaran Investments II, L.L.C., a Delaware limited liability company, on behalf of each of Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., CIBC Capital Corporation and CIBC Employee Private Equity Fund (Trimaran) Partners] [Caravelle Investment Fund, L.L.C., a Delaware limited liability company] (“Stockholder”).
December 21, 2004 Mr. Kevin P. BagbyFCA Acquisition Corp. • March 17th, 2005
CREDIT AND SECURITY AGREEMENT Dated as of April 12, 2019 among FREIGHTCAR AMERICA, INC., JAC OPERATIONS, INC., FREIGHT CAR SERVICES, INC., JOHNSTOWN AMERICA, LLC, FREIGHTCAR RAIL SERVICES, LLC, FREIGHTCAR ROANOKE, LLC, and FREIGHTCAR ALABAMA, LLC,...Credit and Security Agreement • August 1st, 2019 • FreightCar America, Inc. • Railroad equipment • Illinois
This CREDIT AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 12, 2019, among FreightCar America, Inc., a Delaware corporation (the “Company”), JAC Operations, Inc., a Delaware corporation (“JAC”), Freight Car Services, Inc., a Delaware corporation (“FCS”), Johnstown America, LLC, a Delaware limited liability company (“Johnstown”), FreightCar Rail Services, LLC, a Delaware limited liability company (“FCRS”), FreightCar Roanoke, LLC, a Delaware limited liability company (“Roanoke”), FreightCar Alabama, LLC, a Delaware limited liability company (“Alabama”) (each of the Company, JAC, FCS, FCRS, Johnstown, Roanoke, and Alabama, may be referred to herein individually, as a “Borrower” and collectively, as “Borrowers”), FreightCar Short Line, Inc., a Delaware corporation (“FCSL” or may be referred to herein as a “Guarantor”), and BMO HARRIS BANK N.A., as lender (the “Lender”).
LEASE AGREEMENTLease Agreement • April 4th, 2005 • FreightCar America, Inc. • Railroad equipment
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”).
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • January 15th, 2008 • FreightCar America, Inc. • Railroad equipment • Delaware
THIS STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made and entered into as of [date] by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and [name] (the “Option Holder”).
