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- S-1 IPO registration
- 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 10.8.1
AMENDMENT TO
MANAGEMENT SERVICES AGREEMENT
THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT, dated as of March 7, 2005 (this “Amendment”), is entered into by and between FREIGHTCAR AMERICA, INC. (formerly known as Rabbit Hill Holdings, Inc.), a Delaware corporation (the “Company”), and HANCOCK MEZZANINE PARTNERS L.P., a Delaware limited partnership (“Hancock”).
RECITALS:
WHEREAS, the Company and Hancock are parties to that certain Management Services Agreement, dated as of June 3, 1999 (the “Agreement”); and
WHEREAS, the Company and Hancock desire to amend certain provisions in the Agreement relating to the termination of the Agreement, subject to the terms and conditions set forth herein.
NOW THEREFORE, the parties hereto agree as follows:
1.Definitions. All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
2.Amendment. The Agreement is hereby amended by replacing Section 6 of the Agreement in its entirety to read as follows:
“Section 4.Termination. This Agreement may be terminated by Hancock at any time by written notice to the Company. In addition, this Agreement will terminate automatically upon the termination of Hancock’s right to appoint a member of the Company’s board of directors (the “Termination of Designation Right”);provided,however, that if an initial public offering of the Company’s common stock (the “IPO”) shall have occurred prior to the Termination of Designation Right, this Agreement shall terminate automatically upon the payment of a termination fee of $50,000 to Hancock, which amount shall be payable promptly following the completion of the IPO. The provisions of Sections 3 and 4 shall survive any termination of this Agreement.”
3.No Further Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect. Each party agrees to be bound by all of the terms of the Agreement, as amended hereby.
4.Miscellaneous. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
FREIGHTCAR AMERICA, INC. | ||
By: | /s/ Kevin P. Bagby | |
Name: | Kevin P. Bagby | |
Title: | Chief Financial Officer | |
HANCOCK MEZZANINE PARTNERS L.P. | ||
By: | /s/ Scott A. McFetridge | |
Name: | Scott A. McFetridge | |
Title: | Vice President |