AMENDMENT TO DEFERRED FINANCING FEE AGREEMENT

Exhibit 10.7.1

AMENDMENT TO

DEFERRED FINANCING FEE AGREEMENT

THIS AMENDMENT TO DEFERRED FINANCING FEE AGREEMENT, dated as of March 7, 2005 (this “ Amendment ”), is entered into by and between FREIGHTCAR AMERICA, INC. (formerly known as Rabbit Hill Holdings, Inc.), a Delaware corporation (“ FCA ”), and CARAVELLE INVESTMENT FUND, L.L.C. (“ Caravelle ”).

RECITALS:

WHEREAS, FCA and Caravelle are parties to that certain Deferred Financing Agreement, dated as of June 3, 1999 (the “ Agreement ”); and

WHEREAS, FCA and Caravelle desire to amend certain provisions in the Agreement relating to the termination of the Agreement, subject to the terms and conditions set forth herein.

NOW THEREFORE, the parties hereto agree as follows:

1. Definitions . All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

2. Amendment . The Agreement is hereby amended by replacing Section 4 of the Agreement in its entirety to read as follows:

“Section 4. Termination . This Agre