FREIGHTCAR AMERICA, INC. 8,500,000 Shares of Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2005 • FreightCar America, Inc. • Railroad equipment • New York
FreightCar America, Inc., a Delaware corporation formerly known as FCA Acquisition Corp. (“New FreightCar America”), proposes to issue and sell and the persons named in Schedule B annexed hereto (the “Selling Stockholders”) propose to sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”) an aggregate of 8,500,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share, of New FreightCar America (the “Common Stock”) of which 5,100,000 shares are to be issued and sold by New FreightCar America and an aggregate of 3,400,000 shares are to be sold by the Selling Stockholders in the respective amounts set forth in Schedule B annexed hereto. 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 1,275,000 shares of Common Stock (the “Additional Shares”) in the respective amounts set forth in Schedule B annexed
