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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-51237
 FREIGHTCAR AMERICA, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    25-1837219(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)Two North Riverside Plaza, Suite 1250, Chicago, Illinois
    
    60606(Address of principal executive offices)
    
    (Zip Code)
 (800) 458-2235
(Registrants telephone number, including area code)
 Title of class
    
    Name of Each Exchange on Which RegisteredCommon stock, par value $0.01 per share
    
    Nasdaq Global Market
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  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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    Documents
    
    Part of Form 10-KPortions of the registrants definitive Proxy Statement for the 2010
annual meeting of stockholders to be filed pursuant to Regulation
14A within 120 days of the end of the registrants fiscal year
ended December 31, 2009.
    
    Part III




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FREIGHTCAR AMERICA, INC.
 TABLE OF CONTENTS
 PageExplanatory Note
    
    
    3PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    4SIGNATURES
    
    
    5EX-23EX-31.1EX-31.2EX-32




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EXPLANATORY NOTE
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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 Exhibits
 (a)
    
    Documents filed as part of this report:
    (b)
    
    The exhibits listed on the Exhibit Index to
this Form 10-K/A are filed with this Form 10-K/A or
incorporated by reference as set forth below.
 (c)
    
    Additional Financial Statement SchedulesNone.
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SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: March 16, 2010
    By:
    /s/    Edward J. WhalenEdward J. Whalen, President andChief Executive Officer 5




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3.1
    
    Certificate of Ownership and Merger of FreightCar America, Inc.
into FCA Acquisition Corp., as amended (incorporated by reference
to Exhibit 3.1 to the Companys Current Report on Form 8-K filed
with the Commission on September 7, 2006).3.2
    
    Third Amended and Restated By-laws of FreightCar America, Inc.
(incorporated by reference to Exhibit 3.1 to the Companys
Current Report filed on Form 8-K filed with the Commission on
September 28, 2007).4.1
    
    Form of Registration Rights Agreement, by and among FreightCar
America, Inc., Hancock Mezzanine Partners, L.P., John Hancock
Life Insurance Company, Caravelle Investment Fund, L.L.C.,
Trimaran Investments II, L.L.C., Camillo M. Santomero, III, and
the investors listed on Exhibit A attached thereto (incorporated
by reference to Exhibit 4.3 to Registration Statement Nos.
333-123384 and 333-123875 filed with the Commission on April 4,
2005).10.1
    
    Letter Agreement, dated as of January 26, 2010, by and between
FreightCar America, Inc. and Edward J. Whalen (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the Commission on January 26, 2010).10.2
    
    Employment Agreement, dated as of January 14, 2009, by and
between FreightCar America, Inc. and Christopher L. Nagel
(incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Commission on December
17, 2008).10.3
    
    Employment Agreement, dated as of January 10, 2008, by and
between FreightCar America, Inc. and Nicholas J. Matthews
(incorporated by reference to Exhibit 10.2 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2008
filed with the Commission on March 13, 2009).10.4
    
    Employment Agreement, dated as of June 11, 2007, by and between
FreightCar America, Inc. and Laurence M. Trusdell (incorporated
by reference to Exhibit 10.4 to the Companys Annual Report on
Form 10-K for the year ended December 31, 2009 filed with the
Commission on March 15, 2010).10.5
    
    Amendment to employment agreement of Laurence M. Trusdell dated
as of December 29, 2008 (incorporated by reference to Exhibit
10.5 to the Companys Annual Report on Form 10-K for the year
ended December 31, 2008 filed with the Commission on March 13,
2009).10.6
    
    Amendment to employment agreement of Nicholas J. Matthews dated
as of December 29, 2008 (incorporated by reference to Exhibit
10.8 to the Companys Annual Report on Form 10-K for the year
ended December 31, 2008 filed with the Commission on March 13,
2009).10.7
    
    FreightCar America, Inc. 2005 Long Term Incentive Plan (Restated
to incorporate all Amendments) (incorporated by reference to
Appendix I to the Companys Proxy Statement for the annual
meeting of stockholders held on May 14, 2008 filed with the
Commission on April 8, 2008).10.8
    
    Form of Restricted Share Award Agreement for the Companys
employees (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Commission on
December 12, 2005).10.9
    
    Form of Restricted Share Award Agreement for the Companys
independent directors (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed with the
Commission on January 27, 2006).10.10
    
    Form of Restricted Share Award Agreement for the Companys
employees (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Commission on
January 15, 2008).
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10.11
    
    Form of Stock Option Award Agreement for the Companys employees
(incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Commission on January
15, 2008).10.12
    
    Lease Agreement, dated as of December 20, 2004, by and between
Norfolk Southern Railway Company and Johnstown America
Corporation (the Lease Agreement) (incorporated by reference to
Exhibit 10.27 to Registration Statement Nos. 333-123384 and
333-123875 filed with the Commission on April 4, 2005).*10.13
    
    Amendment to the Lease Agreement, dated as of December 1, 2005
(incorporated by reference to Exhibit 10.11 to the Companys
Annual Report on Form 10-K for the year ended December 31,
2005).*10.14
    
    Second Amendment to the Lease Agreement, dated as of February 1,
2008, by and between Norfolk Southern Railway Company and
Johnstown America Corporation (incorporated by reference to
Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2008 filed with the
Commission on May 12, 2008).10.15
    
    Second Amended and Restated Credit Agreement, dated as of August
24, 2007, by and among Johnstown America Corporation, Freight Car
Services, Inc., JAC Operations, Inc., JAIX Leasing Company and
FreightCar Roanoke, Inc. as the Co-Borrowers, the lenders party
thereto, LaSalle Bank National Association, as Administrative
Agent and Arranger, and National City Business Credit, Inc., as
Collateral Agent (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the
Commission on August 28, 2007).10.16
    
    First Amendment to Second Amended and Restated Credit Agreement,
dated as of September 30, 2008, by and among Johnstown America
Corporation, Freight Car Services, Inc., JAC Operations, Inc.,
JAIX Leasing Company and FreightCar Roanoke, Inc., as the
Co-Borrowers, the lenders party thereto and LaSalle Bank National
Association, as Administrative Agent (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the Commission on October 6, 2008).10.17
    
    Second Amendment to Second Amended and Restated Credit Agreement,
dated as of March 11, 2009, by and among Johnstown America
Corporation, Freight Car Services, Inc., JAC Operations, Inc.,
JAIX Leasing Company and FreightCar Roanoke, Inc., as the
Co-Borrowers, the lenders party thereto and Bank of America,
N.A., as successor by merger to LaSalle Bank National
Association, as Administrative Agent (incorporated by reference
to Exhibit 10.19 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2008 filed with the Commission on
March 13, 2009).10.18
    
    Guarantee Agreement, dated as of September 30, 2008, by JAIX
Leasing Company in favor of LaSalle Bank National Association, as
Administrative Agent, for the benefit of the lenders party
thereto (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed with the Commission on
October 6, 2008).10.19
    
    Credit Agreement, dated as of September 30, 2008, by and among
JAIX Leasing Company, as Borrower, Bank of America, N.A., as
Administrative Agent, the lenders party thereto and Banc of
America Securities LLC, as Sole Lead Arranger and Sole Book
Manager (incorporated by reference to Exhibit 10.3 to the
Companys Current Report on Form 8-K filed with the Commission on
October 6, 2008).
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10.20
    
    First Amendment to Credit Agreement, dated as of March 11, 2009,
by and among JAIX Leasing Company, as Borrower, Bank of America,
N.A., as Administrative Agent, the lenders party thereto and Banc
of America Securities LLC, as Sole Lead Arranger and Sole Book
Manager (incorporated by reference to Exhibit 10.22 to the
Companys Annual Report on Form 10-K for the year ended December
31, 2008 filed with the Commission on March 13, 2009).10.21
    
    Guarantee Agreement, dated as of September 30, 2008, by
FreightCar America, Inc. in favor of Bank of America, N.A., as
Administrative Agent, for the benefit of the lenders party
thereto (incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed with the Commission on
October 6, 2008)10.22
    
    Management Incentive Plan of Johnstown America Corporation
(incorporated by reference to Exhibit 10.29 to Registration
Statement Nos. 333-123384 and 333-123875 filed with the
Commission on March 17, 2005).10.23
    
    FreightCar America, Inc. Executive Severance Plan (and Summary
Plan Description) (incorporated by reference to Exhibit 10.1 to
the Companys Quarterly Report on Form 10-Q filed with the
Commission on September 30, 2009)10.24
    
    Form of Letter of Resignation (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the Commission on December 19, 2006).10.25
    
    Letter of Resignation (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed with the
Commission on January 29, 2007).21
    
    Subsidiaries of FreightCar America, Inc. (incorporated by
reference to Exhibit 21 to the Companys Annual Report on Form
10-K for the year ended December 31, 2009 filed with the
Commission on March 15, 2010).23
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Confidential treatment has been granted for the redacted portions of this exhibit.
A complete copy of the exhibit, including the redacted portions, has been filed
separately with the Securities and Exchange Commission. 8