FORM OF] AMERICAN RAILCARS INDUSTRIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2005 • American Railcar Industries, Inc. • Railroad equipment • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2005, among the parties listed on Schedule I hereto (the “Holders”) and American Railcars Industries, Inc., a Delaware corporation (the “Company”).
BOND GUARANTY AGREEMENTBond Guaranty Agreement • November 23rd, 2005 • American Railcar Industries, Inc. • Railroad equipment • Missouri
THIS BOND GUARANTY AGREEMENT is made and entered into as of June 1, 1995 (the “Guaranty”), by and among AMERICAN RAILCAR INDUSTRIES, INC., a Missouri corporation (“Company”), ACF INDUSTRIES, INC., a New Jersey corporation (the “Corporate Guarantor”) and FLEET NATIONAL BANK, as trustee (“Trustee”), a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with all requisite power and authority to act as trustee in the State of Missouri, together with any successor trustee at the time serving as such under the Trust Indenture (hereinafter identified) between The Industrial Development Authority of the City of Kennett, Missouri (“Issuer’), and Trustee.
FORM OF] REDEMPTION AGREEMENTRedemption Agreement • November 23rd, 2005 • American Railcar Industries, Inc. • Railroad equipment • New York
This Redemption Agreement (this “Agreement”) is entered into as of , 2005, among American Railcar Industries, Inc., a Missouri corporation (“ARI Missouri”), American Railcar Industries, Inc., a Delaware corporation and wholly-owned subsidiary of ARI Missouri (“ARI Delaware”; collectively with ARI Missouri, “ARI”) and Vegas Financial Corp., a Nevada corporation (“Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2005 • American Railcar Industries, Inc. • Railroad equipment • New York
This Employment Agreement (this “Agreement”), dated as of November 18, 2005 and effective as of the Effective Date (as herein defined), is between American Railcar Industries, Inc. (“ARI”), a Missouri corporation and Mr. James J. Unger (the “Employee”), having an address at c/o American Railcar Industries, Inc., 100 Clark Street, St. Charles, Missouri 63301. This Agreement replaces the employment agreement (the “1994 Employment Agreement”) between James J. Unger and Carl C. Icahn, on behalf of ARI, dated October 25, 1994. Reference is made to that certain letter agreement (the “Letter Agreement”), dated as of the date hereof, between the Employee and ARI.
Confidential Treatment has been requested for portions of this document marked with asterisks. MULTI-YEAR PURCHASE AND SALE AGREEMENTConfidential Treatment • October 5th, 2005 • American Railcar Industries, Inc. • New York
This Multi Year Purchase and Sale Agreement (this “Agreement”) is made as of this 29th day of July, 2005, by and between The CIT Group/Equipment Financing, Inc. (“Buyer”), a corporation organized under the laws of the State of Delaware, and American Railcar Industries, Inc. (“Seller”), a corporation organized under the laws of the State of Missouri. Seller is a manufacturer of railroad rolling stock that Buyer desires to purchase and Seller desires to sell.
AGREEMENTAgreement • October 5th, 2005 • American Railcar Industries, Inc. • New Jersey
ASSET TRANSFER AGREEMENT under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), dated as of October 1, 1994, between ACF Industries Incorporated, a New Jersey corporation (“ACF”), American Railcar Industries, a Missouri corporation (“ARI”) and Carl C. Icahn (“Icahn”).
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • October 5th, 2005 • American Railcar Industries, Inc. • New York
AGREEMENT dated as of October 1, 1994 between ACF INDUSTRIES, INCORPORATED a New Jersey corporation (“ACF”) and AMERICAN RAILCAR INDUSTRIES, INC., a Missouri corporation (“ARI”).
LICENSE AGREEMENTLicense Agreement • October 5th, 2005 • American Railcar Industries, Inc. • Missouri
THIS AGREEMENT, dated as of October 1, 1994, by and between American Railcar Industries, Inc., a Missouri corporation (“ARI”) and ACF Industries, Incorporated, a New Jersey corporation (“Licensee”).
BOND GUARANTY AGREEMENTBond Guaranty Agreement • November 23rd, 2005 • American Railcar Industries, Inc. • Railroad equipment • Arkansas
THIS BOND GUARANTY AGREEMENT is made and entered into as of April 1, 1995 (the “Guaranty”), by and among American Railcar Industries, Inc., a Missouri corporation (“company”), ACF industries, Inc., a New Jersey corporation (the “Corporate Guarantor”) and Fleet National Bank, as trustee (“Trustee”), a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with all requisite power and authority to act as trustee in the State of Arkansas, together with any successor trustee at the time serving as such under the Trust Indenture (hereinafter identified) between the City of Paragould, Arkansas (“Issuer”), and Trustee.
SERVICES AGREEMENTServices Agreement • October 5th, 2005 • American Railcar Industries, Inc. • New York
This AMENDED AND RESTATED SERVICES AGREEMENT is dated as of June 30, 2005 (this “Services Agreement”) between AMERICAN RAILCAR INDUSTRIES, INC., a Missouri corporation (“ARI”) and AMERICAN RAILCAR LEASING LLC, a Delaware limited liability company (“ARL”).
Business Consultation Agreement For Human Resources Consultation Between ACF Industries LLC And American Railcar Industries, Inc. Dated April 1, 2005Business Consultation Agreement • October 5th, 2005 • American Railcar Industries, Inc.
This agreement as of April 1, 2005, is made BETWEEN ACF Industries LLC, whose address is 101 Clark Street, St. Charles, Missouri 63301 (referred to as the “Consultant”), AND American Railcar Industries, Inc. whose address is 100 Clark Street, St. Charles, Missouri 63301 (referred to as the “Company”).
OHIO CASTINGS COMPANY, LLC Amended and Restated Limited Liability Company AgreementLimited Liability Company Agreement • November 23rd, 2005 • American Railcar Industries, Inc. • Railroad equipment • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) evidences the mutual agreement of the Members (as hereinafter defined) in consideration of their contributions and promises each to the others, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, Del. Code Ann. title 6, §§18-101 et. seq., as the same may be amended from time to time (the “Act”). This Agreement amends and restates in its entirety the Limited Liability Company Agreement among the Members entered into on June 20, 2003.
William P. BenacLetter Agreement • November 23rd, 2005 • American Railcar Industries, Inc. • Railroad equipment • Missouri
This letter agreement is intended to memorialize the agreement we reached on April 22, 2005, in respect of my employment by ARI as its chief financial officer, When this letter agreement is executed below by each of us it will represent our binding agreement relating to my employment by ARI.
CITY OF PARAGOULD, ARKANSAS Lessor TO AMERICAN RAILCAR INDUSTRIES, INC. Lessee LEASE AGREEMENT Dated as of April 1, 1995Lease Agreement • October 5th, 2005 • American Railcar Industries, Inc.
This Lease Agreement dated as of April 1, 1995, is between the CITY OP PARAGOULD, ARKANSAS (hereinafter called “Issuer”), a municipal corporation organized and existing under the laws of the State of Arkansas (“State”), as lessor, and AMERICAN RAILCAR INDUSTRIES, INC. (hereinafter called “Company”) , a corporation organized and existing under the laws of the State of Missouri as lessee.
EXECUTION COPYAmerican Railcar Industries, Inc. • November 23rd, 2005 • Railroad equipment
This letter agreement replaces and supersedes your employment agreement as set forth in that certain agreement, as amended, between you and Carl C. Icahn, on behalf of American Railcar Industries, Inc. (“ARI”), dated October 25, 1994 (the “1994 Employment Agreement”). If the Effective Date (as defined below) does not occur on or prior to March 31, 2006, (i) the 1994 Employment Agreement shall, to the extent it exists immediately prior to the execution of this letter agreement, continue in force and not be affected by this letter agreement and (ii) this letter agreement shall terminate and shall be of no further force.
LICENSE AGREEMENTLicense Agreement • October 5th, 2005 • American Railcar Industries, Inc. • Missouri
THIS AGREEMENT, dated as of October 1, 1994, by and between ACF Industries, Incorporated, a New Jersey corporation (“ACF”) and American Railcar Industries, Inc., a Missouri corporation (“Licensee”).
LOAN AND SECURITY AGREEMENT among AMERICAN RAILCAR INDUSTRIES, INC. as Borrower, the Lenders from time to time party there to, and NORTH FORK BUSINESS CAPITAL CORPORATION, as Agent Dated as of March 10,2005Loan and Security Agreement • October 5th, 2005 • American Railcar Industries, Inc. • New York
LOAN AND SECURITY AGREEMENT, dated as of March 10,2005, among American Railcar Industries, Inc., a Missouri corporation (the “Borrower”), each of the financial institutions identified as a Lender on Schedule 1 (together with each of their respective direct and indirect successors and assigns, each, a “Lender,” and collectively, the “Lenders”), and NORTH FORK BUSINESS CAPITAL CORPORATION, a New York corporation (“NFBC”), as agent for the Lenders (the “Agent”).
