EXECUTION VERSION
EXHIBIT 10.31.2
EXECUTION VERSION
SECOND AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 22, 2022, is entered into by and among 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”), FCA-Fasemex, LLC, a Delaware limited liability company (“FCA” and, together with JAC, Freight, JAIX, Short, Johnstown, Alabama, Rail, Management, FCNA, and any other Person who from time to time becomes a Borrower under the Loan Agreement, collectively, the “Borrowers” and each individually, a “Borrower”), each of the Guarantors signatory hereto and SIENA LENDING GROUP LLC (“Lender”). Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement defined below.
RECITALS
A. Lender, Borrowers and Guarantors have previously entered into that certain Amended and Restated Loan and Security Agreement dated July 30, 2021 (as amended, modified and supplemented from time to time, the “Loan Agreement”), pursuant to which Lender has made certain loans and financial accommodations available to Borrowers.
B. Lender, Borrowers and Guarantors now wish to amend the Loan Agreement on the terms and conditions set forth herein.
C. The Loan Parties are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Lender’s rights or remedies as set forth in the Loan Agreement or any other Loan Document is being waived or modified by the terms of this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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[Remainder of page Intentionally Blank]
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
BORROWERS: | JAC OPERATIONS, INC. |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| FREIGHT CAR SERVICES, INC. |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| JAIX LEASING COMPANY |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| FREIGHTCAR SHORT LINE, INC. |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| JOHNSTOWN AMERICA, LLC |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| FREIGHTCAR ALABAMA, LLC |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| FREIGHTCAR RAIL SERVICES, LLC |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| FREIGHTCAR RAIL MANAGEMENT SERVICES, LLC |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
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| Title: CFO |
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| FREIGHTCAR NORTH AMERICA, LLC |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| FCA-FASEMEX, LLC |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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GUARANTORS: | FREIGHTCAR AMERICA, INC. |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| FCA-FASEMEX, S. DE R.L. DE C.V. |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| FCA-FASEMEX ENTERPRISE, S. DE R.L. DE C.V. |
| By: /s/ Michael Riordan |
| Name: Michael Riordan |
| Title: CFO |
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| SIENA LENDING GROUP LLC |
| By: /s/ Keith Holler |
| Name: Keith Holler |
| Title: Authorized Signatory |
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| By: /s/ Steve Sanicola |
| Name: Steve Sanicola |
| Title: Authorized Signatory |
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Exhibit F
Schedule F
[Schedule of Eligible Accounts]
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