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- 2.1 Share Purchase Agreement, Dated As of May 10, 1999
- 2.2 Amendment No. 1 to the Share Purchase Agreement, Dated As of June 3, 1999
- 2.3 Form of Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of Rabbit Hill Holdings, Inc.
- 3.2 Certificate of Amendment of Certificate of Incorporation
- 3.3 Certificate of Amendment of Certificate of Incorporation
- 3.4 Certificate of Amendment of Certificate of Incorporation
- 3.5 Certificate of Amendment of Certificate of Incorporation
- 3.6 Certificate of Amendment of Certificate of Incorporation
- 3.7 By-laws of Rabbit Hill Holdings, Inc.
- 3.8 Form of Certificate of Incorporation of Fca Acquisition Corp.
- 3.10 By-laws of Fca Acquisition Corp.
- 3.11 Form of Certificate of Merger
- 4.1 Shareholders' Agreement, Dated As of June 3, 1999
- 4.2 Amendment NO.1 to Shareholders' Agreement, Dated As of February 15, 2001
- 5.1 Opinion of Winston & Strawn LLP
- 10.1 Employment Agreement, Dated As of December 17, 2004, John E Carroll, JR.
- 10.1.1 Amendment to Employment Agreement
- 10.2 Employment Agreement, Dated As of November 22, 2004, Kevin P. Bagby
- 10.3 Amendment to Employment Agreement, Dated As of December 21, 2004
- 10.4 Employment Agreement, Dated As of December 20, 2004, Edward J. Whalen
- 10.5 Employment Agreement, Dated As of December 20, 2004, Glen T. Karan
- 10.6 2005 Long-term Incentive Plan and Form of Option Agreement
- 10.7 Deferred Financing Fee Agreement, Dated As of June 3, 1999
- 10.7.1 Amendment to Deferred Financing Fee Agreement
- 10.8 Management Services Agreement, Dated As of June 3, 1999
- 10.8.1 Amendment to Management Services Agreement
- 10.9 Management Services Agreement, Dated As of June 3, 1999
- 10.9.1 Amendment to Management Services Agreement
- 10.10 Consulting Agreement, Dated As of June 3, 1999
- 10.10.1 Amendment to Consulting Agreement
- 10.11 Management Agreement, Dated As of June 3, 1999
- 10.11 Amendment to Management Agreement
- 10.12 Management Services Agreement, Dated As of June 3, 1999
- 10.12.1 Amendment to Management Agreement
- 10.13 Purchase Agreement, Dated As of June 3, 1999
- 10.14 Form of 15% Senior Note Due 2006
- 10.15 Waiver and Amendment NO.1 to Purchase Agreement, Dated As of September 11, 2003
- 10.16 Form of 15% Senior Note Due 2008
- 10.17 Purchase Agreement, Dated As of February 20, 2001
- 10.18 Credit Agreement, Dated As of September 11, 2003
- 10.19 Credit Agreement, Dated As of October 17, 2003
- 10.20 Purchase Agreement, Dated As of November 19, 2003
- 10.21 Waiver and First Amendment to Lasalle Credit Agreement
- 10.22 Waiver and Amendment to Purchase Agreement, Dated As of December 17, 2004
- 10.23 Letter of Waiver, Dated As of December 21, 2004
- 10.24 Letter of Waiver, Dated As of December 29, 2004 by Lasalle Bank National Assoc.
- 10.25 Letter of Waiver, Dated As of December 29, 2004, by the Purchasers Named Therein
- 10.26 Letter of Waiver, Dated As of December 29, 2004, by General Electric Capital
- 10.27 Lease Agreement
- 10.28 Committment Letter and Term Sheet
- 10.29 Management Incentive Plan
- 21.1 Subsidiaries of Freight Car America, Inc.
- 23.1 Consent of Deloitte & Touche LLP
- 99.1 Consent of Robert N. Tidball
- 99.2 Consent of S. Carl Soderstrom, JR.
Exhibit 3.6
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
JAC Holdings International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of JAC Holdings International, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:
The name of this corporation is FreightCar America, Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the holders of a majority of the Voting Common Stock and Voting Preferred Stock of said corporation have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by John E. Carroll, Jr., its President, as of the 17 day of December, 2004.
/s/ John E. Carroll, Jr. |
By: John E. Carroll, Jr. President |