Letter of Waiver, dated as of December 29, 2004 by LaSalle Bank National Assoc.



  
 Exhibit 10.24 
  
 December 29, 2004 
  
 Johnstown America Corporation 
 17 Johns Street 
 Johnstown, PA 15907 
 Attention: Glen T. Karan 
  

	 	Re:	Credit Agreement (the “Credit Agreement”; capitalized terms not otherwise defined herein shall have the meaning set forth under the Credit Agreement) dated as of
September 11, 2003 among JOHNSTOWN AMERICA CORPORATION, a Delaware corporation (“JAC”), FREIGHT CAR SERVICES, INC., a Delaware corporation (“FCS”), JAC OPERATIONS, INC., a Delaware corporation (“JAC
Operations”), and JAIX LEASING COMPANY, a Delaware corporation (“JAIX”) (JAC, FCS, JAC Operations and JAIX are sometimes collectively referred to herein as the “Borrowers” and each individually as a
“Borrower”), the Credit Parties signatory thereto and LASALLE BANK NATIONAL ASSOCIATION (“LaSalle”) 

  
 Ladies and Gentlemen, 
  
 Borrowers have failed to (i) achieve minimum EBITDA for the Covenant Computation Date ending March 31, 2004 of at least $8,500,000 or less; and (ii)
maintain the Leverage Ratio for the Covenant Computation Date ending June 30, 2004 of not more than 2.75 to 1.00; and these failures constitute Events of Default under the Credit Agreement (the “Designated Defaults”). 
  
 Borrowers have requested that LaSalle waive, and LaSalle agrees to waive the
Designated Defaults. The effectiveness of this waiver, however, is conditioned upon the delivery to LaSalle of waivers of similar defaults arising under the GE Capital Loan Agreement and those agreements governing the Subordinated Debt. 

 
 The waivers set forth in this letter shall be effective only with respect
to the specific circumstances referenced above in connection with the Designated Defaults. In no event shall these waivers be construed to be a waiver of (a) enforcement of LaSalle’s rights with respect to any Event(s) of Default now existing
or hereafter arising (except as specifically set forth herein) or (b) Borrower’s compliance (except as specifically set forth herein) with the (i) covenants or other provisions of the Credit Agreement referenced above or (ii) any other
covenants or provisions thereof or of any other Loan Document. 
  










 Johnstown America Corporation 
 December 29, 2004 
  Page
 2
 
  

 Nothing contained in this letter nor any communications between LaSalle and Borrowers shall be a
waiver of any rights or remedies the LaSalle has or may have against the Borrowers or the Guarantors, except as specifically provided herein. LaSalle hereby preserves and reserves all of its rights and remedies against Borrowers and Guarantors under
the Credit Agreement, the Loan Documents and applicable law except as specifically set forth herein. 
  

			
	 Very truly yours,

	
	LASALLE BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Robert W. Hart

	 	 	 Robert W. Hart

	 	 	 Authorized Signatory



  

			
	ACKNOWLEDGED AND AGREED:
	
	BORROWERS:
	
	JOHNSTOWN AMERICA CORPORATION
		
	By:	 	 /s/ Kevin P. Bagby

	 Name:
	 	 Kevin P. Bagby

	 Title:
	 	 
	
	FREIGHT CAR SERVICES, INC.
		
	By:	 	 /s/ Kevin P. Bagby

	 Name:
	 	 Kevin P. Bagby

	 Title:
	 	 
	
	JAIX LEASING COMPANY
		
	By:	 	 /s/ Kevin P. Bagby

	 Name:
	 	 Kevin P. Bagby

	 Title:
	 	 

  










 Johnstown America Corporation 
 December 29, 2004 
  Page
 3
 
  


			
	JAC OPERATIONS, INC.
		
	By:	 	 /s/ Kevin P. Bagby

	 Name:
	 	 Kevin P. Bagby

	 Title:
	 	 
	
	CREDIT PARTIES AND GUARANTORS:
	
	 FREIGHTCAR AMERICA, INC., formerly known as
 JAC HOLDINGS INTERNATIONAL, INC.

		
	By:	 	 /s/ Kevin P. Bagby

	 Name:
	 	 Kevin P. Bagby

	 Title:
	 	 
	
	JAC INTERMEDCO, INC.
		
	By:	 	 /s/ Kevin P. Bagby

	 Name:
	 	 Kevin P. Bagby

	 Title:
	 	 
	
	JAC PATENT COMPANY
		
	By:	 	 /s/ Kevin P. Bagby

	 Name:
	 	 Kevin P. Bagby

	 Title: