Amendment to Management Agreement



 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