Amendment to the Lease Agreement dated Dec 1, 2005



 Exhibit 10.11 
  
 FIRST AMENDMENT TO LEASE AGREEMENT 
 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT WHICH ARE DENOTED BY ***. A COMPLETE COPY OF THIS AGREEMENT, INCLUDING THE REDACTED PORTION, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. 
 THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 1st day of December, 2005 (the “Effective Date”) by and between NORFOLK SOUTHERN RAILWAY COMPANY, a
Virginia corporation (“Landlord”) and JOHNSTOWN AMERICA CORPORATION, a Delaware corporation (“Tenant”). 
  
 WITNESSETH: 
 WHEREAS,
Landlord and Tenant entered into that certain Lease Agreement dated as of December 20, 2004 (as amended, the “Lease”) for certain improved rea1 property located in Roanoke, Virginia and having an area of approximately 11.6
acres (the “Premises”); 
 WHEREAS, Landlord and Tenant desire to modify certain provisions contained in the Lease as
hereinafter stated. 
 NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Lease is hereby amended, and the parties hereto do agree as follows: 
 1.     Clarifications Regarding Length of Initial Term. Although Paragraph 2 of the Lease references an Initial Term of ten (10) years in length (commencing on December 31,
2004 and ending on November 30, 2014, the actual length of the Initial Term is nine (9) years and eleven (11) months. For purposes of Paragraphs 5 and 6 of Exhibit B to the Lease, the first Lease Year shall be deemed to be the
eleven (11) month period beginning on December 31, 2004 and ending on November 30, 2005. Notwithstanding anything to the contrary in the Lease, subsequent Lease Years shall mean any consecutive twelve (12) month period commencing
on December 1, 2005 or any anniversary thereof. 
 2.     Reconfiguration of Premises. 
 (a) As of the Effective Date, the Premises shall: (a) no longer include all the space in the Wash & Locker House
(Building 38), except for the 1,350 square foot restroom contained therein; and (b) shall include the remainder of the A&R Shop (Building 53), the Storage and Battery Shed (Building 30), the Freight Car Maintenance Shop (Building 42), and
the Spray Booth/Stencil Shop (Building 43), (collectively, the “Additional Buildings”). Exhibit A (Drawing No. IDD-04-153A) to the Lease is hereby deleted in its entirety, and Exhibit A (Drawing No.
IDD-04-153C) attached hereto, which reflects the reconfigured Premises, is inserted in lieu thereof. The revised rent schedule contained in Paragraph 7 of this Amendment incorporates an initial annual base rental increase of $*** (escalated at
***% on an annual basis) in consideration for such reconfiguration of the Premises. 







 (b) In the event Landlord requires the remainder of the A&R Shop and the
Storage and Battery Shed as described in subparagraph (a) above (collectively, “Reclaimed Space”) for its exclusive use, Landlord shall have the right to terminate Tenant’s use of the Reclaimed Space by the delivery of a
written notice of termination to Tenant at lest ninety (90) days prior to the effective date thereof. From and after such effective date, so long as Tenant vacates the Reclaimed Space on a timely basis, the monthly base rental shall be
reduced so as to eliminate the rental increase attributable to the Additional Buildings, as set forth in subparagraph (a), above. 
 3.     Hollins Road Access. During the term of the Lease, Tenant’s vehicular ingress and egress to and from the Premises shall be on a non-exclusive basis along the route identified as
“Vehicle Access Route South”, as depicted on Exhibit A attached hereto and made a part hereof. In the event that Vehicle Access Route South becomes congested, Tenant may, from time to time, utilize “Vehicle Access Route
North” as depicted on Exhibit A attached hereto for such purposes, subject to the limitations set forth in the Lease. 
 4.     Rental Credit for Excess Track Costs. Tenant certifies that it has incurred Excess Track Costs in excess of $***. In accordance with the provisions of Paragraph 2 of Exhibit B to
the Lease, Landlord shall grant Tenant a credit against the monthly base rental due for December, 2005 in the amount of $***, as more particularly described in the revised rent schedule contained in Paragraph 7 of this Amendment. 
 5.     Discontinuation of Steam Utility Service. Tenant hereby acknowledges that, pursuant to Paragraph 4
of Exhibit B to the Lease, Tenant has received written notice that steam utility service for the Premises shall be discontinued as of October 15, 2006, and Landlord has installed, at its expense, an air compressor facility as required in
the Lease. 
 6.     Rental Credit for Planned Capital Improvements and Additional Capital
Improvements. Tenant certifies that it has incurred Certified Construction Costs in the amount of $*** in connection with the Planned Capital Improvements and Additional Capital Improvements more particularly described in
Exhibit B attached hereto and made a part hereof. In accordance with the provisions of Paragraph 6 of Exhibit B to the Lease, Landlord shall grant Tenant a credit against the monthly base rental due for each of
the 107 months of the Initial Term between January, 2006 and November, 2014 in the amount of $***, as more particularly described in the revised rent schedule contained in Paragraph 7 of this Amendment. 
 7.     Revised Monthly Base Rental. Notwithstanding anything to the contrary in Paragraph 3 of the Lease,
commencing on December 1, 2005 and continuing thereafter on the first day of each calendar month through and including November, 2014, Tenant shall pay to Landlord, without offset, abatement or demand, monthly base rental in accordance with the
amounts set forth in the final column of the following table: 
  

									
	 Rental Period
	  	Original
Monthly Base
Rental	  	Capital and
Track
Improvement
Allowance	  	Additional
Rental (new
buildings)	  	Revised
Monthly Base
Rental
					
	 December, 2005
	  	$        ***	  	$        ***	  	$        ***	  	$        ***

  

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	 January, 2006 - November, 2006
	  	$        ***	 	$        ***	 	$        ***	 	$        ***
					
	 December, 2006 - November, 2007
	  	$        ***	 	$        ***	 	$        ***	 	$        ***
					
	 December, 2007 - November, 2008
	  	$        ***	 	$        ***	 	$        ***	 	$        ***
					
	 December, 2008 - November, 2009
	  	$        ***	 	$        ***	 	$        ***	 	$        ***
					
	 December, 2009 - November, 2010
	  	$        ***	 	$        ***	 	$        ***	 	$        ***
					
	 December, 2010 - November, 2011
	  	$        ***	 	$        ***	 	$        ***	 	$        ***
					
	 December, 2011 - November, 2012
	  	$        ***	 	$        ***	 	$        ***	 	$        ***
					
	 December, 2012 - November, 2013
	  	$        ***	 	$        ***	 	$        ***	 	$        ***
					
	 December, 2013 - November, 2014
	  	$        ***	 	$        ***	 	$        ***	 	$        ***

   8.     Dissemination of Safety Rules. Tenant
acknowledges and agrees that it has been provided with 25 copies of the “Norfolk Southern Operating Guidelines for Contractors” (the “Safety Rules”). During the term of the Lease, Tenant shall use its best efforts to
distribute the Safety Rules to all of Tenant’s Personnel, especially Tenant’s contractors and subcontractors, and to provide each of them with a briefing regarding the Safety Rules prior to the commencement of work on or about the
Premises. Additional copies of the Safety Rules will be provided by Landlord to Tenant, at no additional cost, upon request. 
   9.     Capitalized Terms. Capitalized terms used in this Amendment shall have the meaning ascribed to them in the Lease unless otherwise expressly provided herein to the contrary.

 10.     Ratification; Successors and Assigns. Landlord and Tenant acknowledge and agree that the
Lease, as amended by this 
 Amendment, is hereby ratified and confirmed and in full force and effect. This Amendment shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment in duplicate, each part being
an original, as of the day and year first above written. 
  

			
	 Witness:
  
  
 /s/ Craig
Orcutt                                       
                           
 Signature
 Name: Craig Orcutt
  
  
 Witness:
  
  
 /s/ Barbara
Pressley                                       
                   
 Signature
 Name: Barbara Pressley
	  	 LANDLORD:
  
 NORFOLK SOUTHERN RAILWAY COMPANY,
 a Virginia corporation
  
  
 By: /s/ Louis S.
Cataland                                       
     
 Name: Louis S. Cataland
 Title: Real Estate Manager
  
  
 Date of Landlord Signature: 1-19-06
  
  
 [SEAL]

		
	 Witness:
  
  
 /s/ Eugene C.
Wyss                                        
                    
 Signature
 Name: Eugene C. Wyss 
  
  
 Witness:
  
  
 /s/ Joel
Marx                                        
                              
 Signature
 Name: Joel Marx 
	  	 TENANT:
  
 JOHNSTOWN AMERICA CORPORATION,
 a Delaware corporation
  
  
 By: /s/ Kenneth D.
Bridges                                       
 
 Name: Kenneth D. Bridges 
 Title: Senior Vice President of Operations 
 Date of Tenant Signature: 1-17-06 
  
  
 [SEAL]


  

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 Exhibit A 
  



 

	
	  








 EXHIBIT B 
 JOHNSTOWN AMERICA CORPORATION 
 CAPITAL EXPENDITURES 
  
  

					
	 General Description
	  	Specific Description	 	Amount
			
	 Existing Building Improvements
	  	Enclose side of main building	 	$        ***
			
	 Existing Building Improvements
	  	General Office Remodel	 	$        ***
			
	 Existing Building Improvements
	  	Welfare Facilities Improvements	 	$        ***
			
	 Existing Building Improvements
	  	Convert Transfer Car to a Paint Booth	 	$        ***
			
	 Existing Building Improvements
	  	Improved Plant Lighting	 	$        ***
			
	 Existing Building Improvements
	  	Weld Ventilation Improvements	 	$        ***
			
	 New Wsh & Rinse Building
	  	300 x 24 ft. Building	 	$        ***
			
	 New Wash & Rinse Building
	  	Reclamation Pits (2)	 	$        ***
			
	 New Wsh & Rinse Building
	  	Water Treatment	 	$        ***
			
	 New Wsh & Rinse Building
	  	Utilities	 	$        ***
			
	 Existing Production Equipment Upgrades
	  	Large Beatty Punch Upgrade	 	$        ***
			
	 Existing Production Equipment Upgrades
	  	Small Beatty Punch Upgrade	 	$        ***
			
	 Existing Production Equipment Upgrades
	  	Remote Control for Cranes (9)	 	$        ***
			
	 New Production Equipment
	  	Railcar Scale	 	$        ***
			
	 New Production Equipment
	  	Automatic Car Wash	 	$        ***
			
	 Facilities Improvements
	  	Bulk Gas & Air Improvements	 	$        ***
			
	 Facilities Improvements
	  	Automate Underframe Blast	 	$        ***
			
	 Facilities Improvements
	  	Additional Track, Improvements and Upgrades	 	$        ***
			
	 Production Track Set-Up
	  	Pits (4)	 	$        ***
			
	 Misc.
	  	Receiving Dock with office	 	$        ***
			
		  	TOTALS	 	$        ***

 1/13/2006