Letter of Waiver, dated as of December 29, 2004, by the Purchasers named therein



 Exhibit 10.25 
  
 FREIGHTCAR AMERICA, INC. 
 17 Johns Street

 Johnstown, Pennsylvania 15907 
  
 December 29, 2004 
  
 To the entities and individuals listed on Schedule A 
 attached hereto 
  

	 	Re:	Purchase Agreement dated as of June 3, 1999 among FreightCar America, Inc. (formerly JAC Holdings International, Inc.) (the “Company”) and the Purchasers named
therein( as amended, the “Purchase Agreement”) 

  
 Gentlemen: 
  
 As you are aware, the Company intends to increase the capitalization of the Company by means of selling shares of its common stock (the
“Offering”) and to file a Registration Statement on Form S-1 with the Securities and Exchange Commission in connection with the Offering. 
  
 We have been working closely with our independent accountants in connection with the Offering. The independent accountants have requested that the Company
and its Subsidiaries reissue their financial statements for the fiscal years ended 1999, 2000, 2001, 2002 and 2003 due to accounting issues related to how the Company and its Subsidiaries recognize revenue which, in the opinion of the independent
accountants, is necessary in order to comply with SEC review in connection with the Offering. 
  
 In addition, in accordance with Section 16(a) of the Shareholders’ Agreement of the Company dated as of June 3, 1999 (as amended, the “Shareholders’ Agreement”), the Company may elect to issue
options to certain directors, officers and/or employees to purchase, in the aggregate, 1,014 shares of the Company’s Class A Voting Stock, $.01 par value per share and 1,014 shares of the Company’s Series A Voting Preferred Stock, $500.00
par value per share, at prices which are less than “fair equivalent value” (the “Options”). The Company issued the Options on December 22, 2004, upon the terms and conditions of (i) the Company’s board approval dated as of
December 7, 2004 and (ii) certain Option Agreements dated as of December 22, 2004 entered into between the Company and each of John E. Carroll, Jr., Camillo M. Santomero, III, Mark Dalton, S. Mark Ray, James Cirar, Glen Karan and Kevin P. Bagby.

  
 The purpose of this letter is to (1) request your consent to such a
restatement of the financial statements for the fiscal years referenced above, (2) obtain a waiver of any Events of Default (as defined in the Purchase Agreement) that may have resulted from (i) the restatement of the financial statements for the
fiscal years ended 1999, 2000, 2001, 2002 and 2003 and (ii) the granting of the New Options, including, without limitation, due to any breach under Sections 8.02 (Restricted Payments) and 8.06 (Affiliated Transactions) of the Purchase Agreement.

  









 Kindly indicate your consent and waiver to the foregoing by signing in the space indicated below and
returning a signed copy of this letter to the attention of Jennifer Homer at Piper Rudnick LLP via facsimile to (312) 251-5706. 
  

			
	FREIGHTCAR AMERICA, INC. (formerly JAC Holdings International, Inc.)
		
	 By:
	 	 /s/ Kevin P. Bagby

	 Name:
	 	 Kevin Bagby

	 Title:
	 	 









 Acknowledged and Agreed 
 as of this 29th day of December, 2004 
  

									
	 GOLDENTREE HIGH YIELD OPPORTUNITIES I, LP
	 	 	 	 GOLDENTREE HIGH YIELD OPPORTUNITIES II, L.P.

	 By: GoldenTree Asset Management LP as agent
	 	 	 	 By: GoldenTree Asset Management LP as agent

					
	 By
	 	 /s/ Thomas H. Shandell
	 	 	 	 By
	 	 /s/ Thomas H. Shandell

	 Name:
	 	 Thomas H. Shandell
	 	 	 	 Name:
	 	 Thomas H. Shandell

	 Title:
	 	 Partner
	 	 	 	 Title:
	 	 Partner


  

									
	 GOLDENTREE HIGH YIELD MASTER FUND, LTD.
	 	 	 	 GOLDENTREE HIGH YIELD MASTER FUND II, LTD.

	 By: GoldenTree Asset Management LP as agent
	 	 	 	 By: GoldenTree Asset Management LP as agent

					
	 By
	 	 /s/ Thomas H. Shandell
	 	 	 	 By
	 	 /s/ Thomas H. Shandell

	 Name:
	 	 Thomas H. Shandell
	 	 	 	 Name:
	 	 Thomas H. Shandell

	 Title:
	 	 Partner
	 	 	 	 Title:
	 	 Partner


  

									
	 GOLDENTREE HIGH YIELD VALUE MASTER FUND, L.P.
	 	 	 	 SAFETY NATIONAL CASUALTY CORPORATION

	 By: GoldenTree Asset Management LP as agent
	 	 	 	 By: GoldenTree Asset Management LP as agent

					
	 By
	 	 /s/ Thomas H. Shandell
	 	 	 	 By
	 	 /s/ Thomas H. Shandell

	 Name:
	 	 Thomas H. Shandell
	 	 	 	 Name:
	 	 Thomas H. Shandell

	 Title:
	 	 Partner
	 	 	 	 Title:
	 	 Partner


  

									
	 ALPHA U.S. SUBFUND II, LLC
	 	 	 	 
	 By: GoldenTree Asset Management LP as agent
	 	 	 	 
					
	 By
	 	 /s/ Thomas H. Shandell
	 	 	 	 	 	 
	 Name:
	 	 Thomas H. Shandell
	 	 	 	 	 	 
	 Title:
	 	 Partner
	 	 	 	 	 	 

  

									
	 DELPHI FINANCIAL GROUP
	 	 	 	 TRANSPORTATION INVESTMENT PARTNERS, L.L.C.

	 By: GoldenTree Asset Management LP as agent
	 	 	 	 
					
	 By
	 	 /s/ Thomas H. Shandell
	 	 	 	 By:
	 	 /s/ Steven A. Flyer

	 Name:
	 	 Thomas H. Shandell
	 	 	 	 Name:
	 	 Steven A. Flyer

	 Title:
	 	 Partner
	 	 	 	 Title:
	 	 Managing Director


  

									
	 CARAVELLE INVESTMENT FUND, L.L.C.
	 	 	 	 JOHN HANCOCK LIFE INSURANCE COMPANY

	 By: Trimaran Advisors, L.L.C., its Investment Manager and Attorney-in-Fact
	 	 	 	 
					
	 By:
	 	 /s/ Jay R. Bloom
	 	 	 	 By:
	 	 /s/ S. Mark Ray

	 Name:
	 	 Jay R. Bloom
	 	 	 	 Name:
	 	 S. Mark Ray

	 Title:
	 	 Managing Director
	 	 	 	 Title:
	 	 Senior Managing Director


  










					
			
	 /s/ James Cirar
	 	 	 	 /s/ Camillo M. Santomero

	 JAMES CIRAR
	 	 	 	 CAMILLO M. SANTOMERO


  

			
	 HANCOCK MEZZANINE PARTNERS, L.P.

	
	 By: John Hancock Life Insurance Company, its Investment Manager

		
	By	 	 /s/ Lorn Davis

	 Name:
	 	 Lorn Davis

	 Title:
	 	 Managing Director


  









 Schedule A 
  
 Purchasers 
  
 CARAVELLE INVESTMENT FUND L.L.C., 
  
 HANCOCK MEZZANINE PARTNERS, L.P., 
  
 JOHN HANCOCK LIFE INSURANCE COMPANY 
  
 CAMILLO M. SANTOMERO III 
  
 JAMES D. CIRAR 
  
 TRANSPORTATION INVESTMENT
PARTNERS, L.L.C 
  
 GOLDENTREE HIGH YIELD MASTER FUND, LTD. 
  
 GOLDENTREE HIGH YIELD OPPORTUNITIES II, L.P. 
  
 GOLDENTREE HIGH YIELD MASTER FUND II, LTD. 
  
 GOLDENTREE HIGH YIELD VALUE MASTER FUND, L.P. 
  
 SAFETY NATIONAL CASUALTY CORPORATION 
  
 ALPHA U.S. SUBFUND II, LLC 
  
 DELPHI FINANCIAL GROUP 
  
 GOLDENTREE HIGH YIELD OPPORTUNITIES I, LP