75
15.8
Assignments; Participations
75
15.8.1
Assignments
75
15.8.2
Participations
76
15.9
Register
77
15.10
GOVERNING LAW
77
15.11
Confidentiality
77
15.12
Severability
78
15.13
Nature of Remedies
78
15.14
Entire Agreement
78
15.15
Counterparts
79
15.16
Successors and
Assigns
79
15.17
Captions
79
15.18
Customer Identification - USA
Patriot Act Notice
79
15.19
INDEMNIFICATION BY THE CO-BORROWERS
79
15.20
Nonliability of Lenders
80
15.21
FORUM SELECTION AND CONSENT TO
JURISDICTION
81
15.22
WAIVER OF JURY TRIAL
82
ANNEXES
ANNEX A
Lenders and Pro Rata Shares ANNEX B
Addresses
for Notices
SCHEDULES
SCHEDULE 9.6
Litigation and Contingent
Liabilities SCHEDULE 9.8
Subsidiaries SCHEDULE 9.14
Environmental Matters
SCHEDULE 9.15
Real Property SCHEDULE 9.19
Labor Matters SCHEDULE 11.1
Existing Debt SCHEDULE 11.2
Existing Liens SCHEDULE 11.8
Investments
EXHIBITS
EXHIBIT A
Form of Note (Section 3.1) EXHIBIT B
Form of
Compliance Certificate (Section 10.1.3) EXHIBIT C
Form of Borrowing Base
Certificate (Section 1.1) EXHIBIT D
Form of Assignment Agreement (Section
15.8.1) EXHIBIT E
Form of Notice of Borrowing (Section 2.2.2) EXHIBIT F
Form
of Notice of Conversion/Continuation (Section 2.2.3) EXHIBIT G
Form of
Increase Request (Section 2.4)
v
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 24, 2007
(this "Agreement") is entered into among JOHNSTOWN AMERICA CORPORATION, a
Delaware corporation, FREIGHT CAR SERVICES, INC., a Delaware corporation, JAC
OPERATIONS, INC., a Delaware corporation, JAIX LEASING COMPANY, a Delaware
corporation, and FREIGHTCAR ROANOKE, INC., a Delaware corporation (each a
"Co-Borrower", and collectively the "Co-Borrowers"), the financial institutions
that are or may from time to time become parties hereto (together with their
respective successors and assigns, the "Lenders") and LASALLE BANK NATIONAL
ASSOCIATION (in its individual capacity, "LaSalle"), as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").
The Loan Parties have entered into certain financing arrangements with LaSalle
and certain other Lenders, including that certain Credit Agreement, dated as of
April 11, 2005 (as the same may be amended, supplemented, restated or otherwise
modified, the "Previous Credit Agreement") among the Co-Borrowers, LaSalle and
the Lenders.
The Co-Borrowers have requested that the Lenders make certain amendments to the
Previous Credit Agreement and certain of the related agreements.
The Lenders are willing to make such amendments and to make available to the
Co-Borrowers a revolving credit facility (which includes letters of credit) upon
the terms and conditions set forth herein.
In consideration of the mutual agreements herein contained, the parties hereto
agree to amend and restate the Previous Credit Agreement to read as follows:
Section 1 DEFINITIONS
1.1 Definitions. When used herein the following terms shall have the following
meanings:
Account or Accounts is defined in the UCC.
Acquisition means any transaction or series of related transactions for the
purpose of or resulting, directly or indirectly, in (a) the acquisition of all
or substantially all of the assets of a Person, or of all or substantially all
of any business or division of a Person, (b) the acquisition of in excess of 50%
of the