FreightCar America (RAIL) S-1 IPO registration

Exhibit 10.12.1

AMENDMENT TO

MANAGEMENT SERVICES AGREEMENT

THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT, dated as of March 7, 2005 (this “Amendment”), is entered into by and among FREIGHTCAR AMERICA, INC. (formerly known as Rabbit Hill Holdings, Inc. and JAC International Holdings, Inc.), a Delaware corporation (“FCA”), JAC Intermedco, Inc. (formerly known as Rabbit Hill Intermedco, Inc.), a Delaware corporation (“Intermedco”), JAC Operations, Inc. (formerly known as Rabbit Hill Operations, Inc.), a Delaware corporation (“Operations”), Johnstown America Corporation, a Delaware corporation (“JAC”), Freight Car Services, Inc., a Delaware corporation (“FCS”), JAIX Leasing Company, a Delaware corporation (“JAIX”), and JAC Patent Company, a Delaware corporation (“Patent”).

RECITALS:

WHEREAS, FCA, Intermedco, Operations, JAC, FCS, JAIX and Patent are parties to that certain Management Services Agreement, dated as of June 3, 1999 (the “Agreement”); and

WHEREAS, FCA, Intermedco, Operations, JAC, FCS, JAIX and Patent 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 3.2 of the Agreement in its entirety to read as follows:

“Section 3.2.Termination. This Agreement may be terminated under the following circumstances:

(a) by RRH on sixty (60) days written notice;

(b) by either RHH or the Contracting Parties on ten (10) days written notice in the event of a Default by the other party; or

(c) automatically, upon the termination of the Management Agreement, dated as of June 3, 1999, by and among RHH, the Contracting Parties and Santomero.”

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
JAC INTERMEDCO, INC.
By:	/s/ Kevin P. Bagby
Name:	Kevin P. Bagby
Title:	Chief Financial Officer
JAC OPERATIONS, INC.
By:	/s/ Kevin P. Bagby
Name:	Kevin P. Bagby
Title:	Chief Financial Officer
JOHNSTOWN AMERICA CORPORATION
By:	/s/ Kevin P. Bagby
Name:	Kevin P. Bagby
Title:	Chief Financial Officer

FREIGHT CAR SERVICES, INC.
By:	/s/ Kevin P. Bagby
Name:	Kevin P. Bagby
Title:	Chief Financial Officer
JAIX LEASING COMPANY
By:	/s/ Kevin P. Bagby
Name:	Kevin P. Bagby
Title:	Chief Financial Officer
JAC PATENT COMPANY
By:	/s/ Kevin P. Bagby
Name:	Kevin P. Bagby
Title:	Chief Financial Officer