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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 3.11
[FORM OF]
CERTIFICATE OF MERGER
OF
FREIGHTCAR AMERICA, INC.
INTO
FCA ACQUISITION CORP.
In accordance with Sections 253 and 103 of the General Corporation Law of the State of Delaware (the “DGCL”), FCA Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:
NAME | STATE OF INCORPORATION | |
FCA Acquisition Corp. | Delaware | |
FreightCar America, Inc. | Delaware |
SECOND: That an Agreement and Plan of Merger, dated as of , 2005, between the Corporation and FreightCar America, Inc., a Delaware corporation and parent of the Corporation (the “Merger Agreement”), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 253 of the DGCL.
THIRD: That the Corporation is the surviving corporation of the merger, and the name of the surviving corporation of the merger is FreightCar America, Inc.
FOURTH: That the Certificate of Incorporation of the Corporation, as in effect immediately prior to the effective time of the merger, shall be the Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Merger Agreement is on file at an office of the surviving corporation, the address of which is Two North Riverside Plaza, Suite 1250, Chicago, Illinois 60606.
SIXTH: That a copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.
SEVENTH: That this Certificate of Merger shall be effective on the date of its delivery to the Secretary of State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Merger to be signed by its duly authorized representative on this day of , 2005.
FCA ACQUISITION CORP. | ||
By: |
| |
Name: | ||
Title: |
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