THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS
AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE CO-BORROWERS
FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS.
THE CO-BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
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ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
15.21 WAIVER OF JURY TRIAL. EACH OF THE CO-BORROWERS, THE ADMINISTRATIVE AGENT
AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY
OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.
[signature pages follow]
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The parties hereto have caused this Agreement to be duly executed and delivered
by their duly authorized officers as of the date first set forth above.
FREIGHT CAR SERVICES, INC.,
FREIGHTCAR ROANOKE, INC.,
JAC OPERATIONS, INC.,
JAIX LEASING COMPANY and
JOHNSTOWN AMERICA CORPORATION
By
/s/ Kevin P. Bagby
Name:
Kevin P. Bagby
Title:
Vice President, Finance,
Chief Financial Officer, Treasurer
and Secretary
LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender
and as a Lender
By
/s/ Robert W. Hart
Name:
Robert W. Hart
Title:
Senior Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By
/s/ Timothy A. Fossa
Name:
Timothy A. Fossa
Title:
Senior Vice President
(Signature Page to Amended and Restated Credit Agreement)
ANNEX A
LENDERS AND PRO RATA SHARES
Lender
Revolving
Commitment Amount
Pro Rata Share*/
LaSalle Bank National Association
$ 30,000,000 **/
60.00 %
U.S. Bank National Assocation
$ 20,000,000
40.00 %
TOTALS
$ 50,000,000
100 %
*/ Carry out to nine decimal places.
**/ Includes Swing Line Commitment Amount of $5,000,000.
ANNEX B
ADDRESSES FOR NOTICES
JOHNSTOWN AMERICA CORPORATION
17 Johns Street
Johnstown, PA 15907
Attn: Glen T. Karan
Telecopy No.: (814) 533-5010
FREIGHTCAR ROANOKE, INC.
17 Johns Street
Johnstown, PA 15907
Telecopy No.: (814) 533-5010
FREIGHT CAR SERVICES, INC.
2313 Cannon Street
Danville, IL 61832
Telecopy No.: (814) 533-5010
JAIX LEASING COMPANY
Two North Riverside Plaza
Suite 1250
Chicago, IL 60606
Telecopy No.: (814) 533-5010
JAC OPERATIONS, INC.
17 Johns Street
Johnstown, PA 15907
Telecopy No.: (814) 533-5010
LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a
Lender
Notices of Borrowing, Conversion, Continuation and Letter of Credit Issuance
LASALLE BANK NATIONAL ASSOCIATION
135 South LaSalle