constitutes grounds under Section 4042 of ERISA for the termination of, or theappointment of a trustee to administer, any Plan or Multiemployer Plan; or (f) theimposition of any liability under Title IV of ERISA, other than for PBGC premiums due butnot delinquent under Section 4007 of ERISA, upon a member of the Consolidated Group or anyERISA Affiliate.     **“Sufficiently Funded”**means, as of the most recent determination, the aggregate“funding target attainment percentage” (as defined in Section 430(d)(2) of the Code) of thePlans exceeds 70%.     (a) Section 1.01 of the Credit Agreement is further amended by deleting the defined term**“Unfunded Pension Liability”**.     3. ERISA Compliance. Section 5.12 of the Credit Agreement is hereby amended in itsentirety to read as follows:     “5.12 **ERISA Compliance**.     (a) Each Plan is in compliance in all material respects with the applicable provisionsof ERISA, the Code and other Federal or state Laws. No contribution failure under Section412 or 430 of the Code, Section 302 or 303 of ERISA or the terms of any Plan has occurredwith respect to any Plan sufficient to give rise to a Lien under Section 303(k) of ERISA orotherwise to have a Material Adverse Effect. As of the date of the most recentdetermination made for purposes of Section 430 of the Code with respect to the Plans, thePlans were Sufficiently Funded. Each member of the Consolidated Group and each ERISAAffiliate have made all required contributions to each Plan subject to Section 412 of theCode, and no application for a funding waiver or an extension of any amortization periodpursuant to Section 412 of the Code has been made with respect to any such Plan.     (b) There are no pending or, to the knowledge of the Borrower, threatened claims,actions or lawsuits, or action by any Governmental Authority, with respect to any Plan thatcould reasonably be executed to have a Material Adverse Effect. No member of theConsolidated Group nor any ERISA Affiliate has engaged in any prohibited transaction,violated the fiduciary responsibility rules with respect to any Plan that has resulted orcould reasonably be expected to result in a Material Adverse Effect. No Plan is deemed an“at-risk” plan under Section 303(i) of ERISA.     (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no memberof the Consolidated Group nor any ERISA Affiliate has incurred, or reasonably expects toincur, any liability under Title IV of ERISA with respect to any Plan (other than premiumsdue and not delinquent under Section 4007 of ERISA); (iii) no member of the ConsolidatedGroup nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability(and no event has occurred which, with the giving of notice under Section 4219 of
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ERISA, would result in such liability) under Section 4201 or 4243 of ERISA withrespect to a Multiemployer Plan; and (iv) no member of the Consolidated Group nor any ERISAAffiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) ofERISA.”     4. Financial Statements. Sections 6.01(a) and (b) of the Credit Agreement are herebyamended in their entirety to read as follows:     “(a) promptly when available, but in any event within 120 days after the end of eachfiscal year of the Borrower (commencing with the fiscal year ended December 31, 2008), aconsolidated balance sheet of the Consolidated Group and of the Borrower separately as atthe end of such fiscal year, and the related statements of income or operations, changes inshareholders’ equity, and cash flows for such fiscal year, on a consolidated basis for theConsolidated Group and for the Borrower separately, setting forth in each case incomparative form the figures for the previous fiscal year, all in reasonable detail andprepared in accordance with GAAP, such consolidated statements of the Consolidated Groupand of the Borrower separately to be audited and accompanied by a report and opinion of anindependent certified public accountant of nationally recognized standing reasonablyacceptable to the Required Lenders, which report and opinion shall be prepared inaccordance with generally accepted auditing standards and shall not be subject to any“going concern” or like qualification or exception or any qualification or exception as tothe scope of such audit;     (b) promptly when available, but in any event within 45 days after the end of each ofthe first three fiscal quarters of each fiscal year of the Consolidated Group (commencingwith the fiscal quarter ended March 31, 2009), a consolidated balance sheet of theConsolidated Group and of the Borrower separately as at the end of such fiscal quarter, andthe related statements of income or operations, changes in shareholders’ equity, and cashflows for such fiscal quarter and for the portion of the fiscal year then ended, on aconsolidated basis for the Consolidated Group and for the Borrower separately, settingforth in each case in comparative form the figures for the corresponding fiscal quarter ofthe previous fiscal year and the corresponding portion of the previous fiscal year, all inreasonable detail, such consolidated statements of the Consolidated Group and of theBorrower separately to be certified by the chief executive officer, chief financialofficer, treasurer or controller of Consolidated Group and the Borrower, as applicable, asfairly presenting the financial condition, results of operations, shareholders’ equity andcash flows of Consolidated Group and the Borrower, as applicable, in accordance with GAAP,subject only to normal year-end audit adjustments and the absence of footnotes; and”     5. Notices. A new Section 6.03(f) of the Credit Agreement is hereby added immediatelyfollowing Section 6.03(e) of the Credit Agreement to read as follows:     “(f) if, as of the most recent date of determination: (i) for purposes of Section 430of the Code, the aggregate “funding shortfall” (as defined in Section
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430(c)(4) of the Code, without reduction of assets of a Plan under Section430(f)(4)(B) of the Code) of the Plans exceeds $15,000,000 or (ii) the Plans are notSufficiently Funded.”     6. References. From the date hereof, ay and all references in the Loan Documents to“Fifth Third Bank (Chicago)” shall be deemed to refer to “Fifth Third Bank, a Michigan BankingCorporation”.     7. Representations, Warranties And Covenants. To induce Administrative Agent and theLenders to enter into this Amendment, the Borrower hereby certifies, represents, warrants andcovenants that:     (a) Authorization. The Borrower is duly authorized to execute and deliverthis Amendment and is and will continue to be duly authorized to borrow monies under theLoan Documents, as amended hereby, and to perform their obligations under the LoanDocuments, as amended hereby.     (b) No Conflicts. The execution and delivery of this Amendment and theperformance by the Borrower of its obligations under the Loan Documents to which theBorrower is a party, as amended hereby, do not and will not conflict with any provision oflaw or of the articles of incorporation or bylaws of the Borrower or of any materialagreement binding upon the Borrower.     (c) Validity and Binding Effect. Each of the Loan Documents, as amendedhereby, are a legal, valid and binding obligation of the Borrower, enforceable against theBorrower in accordance with their terms, subject to bankruptcy, insolvency and similar lawsaffecting the enforceability of creditors’ rights generally and to general principles ofequity.     (d) Compliance with Warranties. The representation and warranties set forthin the applicable Loan Documents, as amended hereby, are true and correct in all materialrespects with the same effect as if such representations and warranties had been made onthe date hereof (except to the extent stated to relate to a specific earlier date, in whichcase such representations and warranties are true and correct as of such earlier date).     (e) No Event of Default. As of the date hereof, no Default or Event ofDefault under the Loan Documents, as amended hereby, has occurred and is continuing.     8. Conditions Precedent. This Amendment shall become effective as of the date abovefirst written after receipt by the Administrative Agent of the following:     (a) Amendment. This Amendment duly executed by all of the parties hereto.     (b) Amendment to FreightCar Credit Agreement. The First Amendment toFreightCar Credit Agreement, duly executed by all of the parties
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thereto.     (c) Acknowledgement and Agreement of Guarantor. The Acknowledgement andAgreement of Guarantor set forth at the end of this Amendment, duly executed by suchGuarantor.     (d) Other Documents. Such other documents, certificates and/or opinions ofcounsel as the Administrative Agent or the Lenders may request.     9. General.     (a) Governing Law; Severability. This Amendment shall be construed inaccordance with and governed by the internal laws of the State of New York applicable tocontracts made and to be performed entirely within such State, without regard to conflictof laws principles. Wherever possible each provision of the Loan Documents and thisAmendment shall be interpreted in such manner as to be effective and valid under applicablelaw, but if any provision of the Loan Documents and this Amendment shall be prohibited byor invalid under such law, such provision shall be ineffective to the extent of suchprohibition or invalidity, without invalidating the remainder of such provision or theremaining provisions of the Loan Documents and this Amendment.     (b) Successors and Assigns. This Amendment shall be binding upon theBorrower, the Administrative Agent, the Lenders and their respective successors andassigns, and shall inure to the benefit of the Borrower, the Administrative Agent, theLenders and their respective successors and assigns.     (c) Continuing Force and Effect of Loan Documents. Except as specificallymodified or amended by the terms of this Amendment, all other terms and provisions of theLoan Documents are incorporated by reference herein, and in all respects, shall continue infull force and effect. The Borrower, the Administrative Agent, and the Lenders byexecution of this Amendment, hereby reaffirms, assumes and binds themselves to all of theobligations, duties, rights, covenants, terms and conditions that are contained in the LoanDocuments and all other documents executed in connection therewith, including allguaranties, as applicable.     (d) Expenses. The Borrower shall pay all reasonable out-of-pocket costs andexpenses of the Administrative Agent (including the reasonable fees, charges anddisbursements of counsel for the Administrative Agent) in connection with the preparationof this Amendment and other related Loan Documents.     (e) Release. The Borrower, by signing this Amendment, each hereby absolutelyand unconditionally releases and forever discharges the Administrative Agent and theLenders, and any and all participants, parent corporations, subsidiary corporations,affiliated corporations, insurers, indemnitors, successors and assigns thereof, togetherwith all of the present and former directors, officers, agents and employees of any of theforegoing, from any and all claims, demands
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or causes of action of any kind, nature or description, whether arising in law orequity or upon contract or tort or under any state or federal law or otherwise, which theBorrower has had, now has or has made claim to have against any such person for or byreason of any act, omission, matter, cause or thing whatsoever arising from the beginningof time to and including the date of this Amendment, whether such claims, demands andcauses of action are matured or unmatured or known or unknown.     (f) Counterparts. This Amendment may be executed in any number ofcounterparts and by the different parties hereto on separate counterparts and each suchcounterpart shall be deemed to be an original, but all such counterparts shall togetherconstitute but one and the same Agreement. Receipt of an executed signature page to thisAgreement by facsimile or other electronic transmission shall constitute effective deliverythereof. Electronic records of executed Loan Documents maintained by the Lenders shalldeemed to be originals.*Signature page follows*
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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first abovewritten.      **JAIX LEASING COMPANY**