CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT MARKED WITH ASTERISKS PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "AGREEMENT") is made as of this 31st day of March, 2006, by and...Purchase and Sale Agreement • May 15th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York
Exhibit 10.30 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 4, 2006 (this "Agreement"), between American Railcar Industries, Inc., a Missouri corporation (the "Company") and Mr. James A....Employment Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • Delaware
EXHIBIT 10.35 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York
RECITALS:Agreement and Plan of Merger • March 28th, 2006 • American Railcar Industries, Inc./De • Railroad equipment
Exhibit 4.2 AMERICAN RAILCAR INDUSTRIES, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of January __, 2006, among the parties listed on Schedule I hereto (the "Holders") and American Railcar Industries, Inc., a Delaware...Registration Rights Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York
EXHIBIT 9.1 VOTING AGREEMENT THIS AGREEMENT is made between the made by and between MODAL LLC, a Delaware limited liability company, with its principal business address at c/o Icahn Associates Corp. and Affiliated Companies, 767 Fifth Avenue, New...Voting Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York
AMERICAN RAILCAR INDUSTRIES, INC. STOCK OPTION AWARD TERMSNon-Solicitation Agreement • May 15th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • Delaware
REGISTRATION RIGHTS AGREEMENT Dated as of February 28, 2007 By and Among AMERICAN RAILCAR INDUSTRIES, INC., the GUARANTORS named herein and UBS SECURITIES LLC and BEAR, STEARNS & CO. INC., as Initial Purchasers 7.5% Senior Notes due 2014Registration Rights Agreement • March 1st, 2007 • American Railcar Industries, Inc./De • Railroad equipment • New York
This Registration Rights Agreement (this “Agreement”) is dated as of February 28, 2007, by and among AMERICAN RAILCAR INDUSTRIES, INC., a Delaware corporation (the “Company”), and each of the Guarantors (as defined herein) that may become a party to this Agreement after the date hereof (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS SECURITIES LLC (the “Representative”) and BEAR, STEARNS & CO. INC. (together with the Representative, the “Initial Purchasers”), on the other hand.
AMERICAN RAILCAR INDUSTRIES, INC., as Issuer, and the Guarantors named herein 7.5% Senior Notes due 2014Supplemental Indenture • March 1st, 2007 • American Railcar Industries, Inc./De • Railroad equipment • New York
INDENTURE dated as of February 28, 2007 among AMERICAN RAILCAR INDUSTRIES, INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and WILMINGTON TRUST COMPANY, as trustee (the “Trustee”).
FORM OF] AMERICAN RAILCARS INDUSTRIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2005 • American Railcar Industries, Inc./De • 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”).
AGREEMENT AND PLAN OF MERGER by and between STL PARENT CORP. and AMERICAN RAILCAR INDUSTRIES, INC. Dated as of October 22, 2018Agreement and Plan of Merger • October 22nd, 2018 • American Railcar Industries, Inc. • Railroad equipment • New York
This AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2018 (this “Agreement”), is made by and between STL Parent Corp., a Delaware corporation (“Parent”), and American Railcar Industries, Inc., a North Dakota corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • June 7th, 2017 • American Railcar Industries, Inc. • Railroad equipment • New York
This Consulting Services Agreement (this “Agreement”), dated as of June 1, 2017 (the “Effective Date”), is made and entered into between American Railcar Industries, Inc., a corporation organized under the laws of the State of North Dakota (together with its successors and assigns, the “Consultant”), and AEP Rail RemainCo LLC, a limited liability company organized under the laws of the State of Delaware (together with its Subsidiaries, and its and their respective successors and assigns, the “Company”).
AMENDED AND RESTATED CREDIT AGREEMENT AmongCredit Agreement • January 15th, 2014 • American Railcar Industries, Inc. • Railroad equipment • New York
This Amended and Restated Credit Agreement is entered into as of January 15, 2014, by and among LONGTRAIN LEASING I, LLC, a Delaware limited liability company (the “Borrower”), AMERICAN RAILCAR INDUSTRIES, INC., a corporation organized in the State of North Dakota (the “Seller”), the various institutions from time to time party to this Agreement, as Lenders, and KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.
BOND GUARANTY AGREEMENTBond Guaranty Agreement • December 13th, 2005 • American Railcar Industries, Inc./De • 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 • December 13th, 2005 • American Railcar Industries, Inc./De • 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”).
of Common Stock ($0.01 Par Value)Underwriting Agreement • March 28th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2008 • American Railcar Industries, Inc./De • Railroad equipment • New York
EMPLOYMENT AGREEMENT, dated as of September 12, 2008 (this “Agreement”), between American Railcar Industries, Inc., a Delaware corporation (the “Company”) and Mr. Dale Davies (the “Employee”).
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 20th, 2015 • American Railcar Industries, Inc. • Railroad equipment
This Ninth Amendment to Credit Agreement (this "Amendment") is dated as of the ____ day of December, 2014, and is by and among ARI Component Venture LLC, a Delaware limited liability company (in its capacity as Administrative Agent for all Lenders "ARI Co-Administrative Agent"), Amsted Rail Company, Inc., a Delaware corporation and successor to ASF-Keystone, Inc. (in its capacity as Co-Administrative Agent for all Lenders, "Amsted Co-Administrative Agent" and, together with ARI Co-Administrative Agent, collectively, the "Administrative Agent"), the undersigned Lenders and Axis Operating Company LLC, a Delaware limited liability company (as successor to Axis, LLC, the "Borrower").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • Missouri
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered this 24th day of March, 2006, between Steel Technologies Inc., a Kentucky corporation (“Seller”), and ARI Acquisition Sub, LLC a Delaware limited liability company (“Buyer”); and joined in by American Railcar Industries, a Delaware corporation (“ARI”). Buyer, Seller and ARI are each referred to herein individually as a “Party” and collectively as the “Parties.”
PURCHASING AND ENGINEERING SERVICES AGREEMENT AND LICENSEPurchasing and Engineering Services Agreement and License • March 12th, 2013 • American Railcar Industries, Inc. • Railroad equipment • New York
THIS PURCHASING AND ENGINEERING SERVICES AGREEMENT AND LICENSE (this “Agreement”), is entered this January 7, 2013 (the “Agreement Date”), between ACF Industries, LLC, a limited liability company organized under the laws of Delaware (“Manufacturer”), and American Railcar Industries, Inc., a corporation incorporated under the laws of North Dakota (“ARI”). ARI and Manufacturer are collectively referred to herein as “Parties”, in singular or plural usage, as required by context.
DEED OF TRUST AND SECURITY AGREEMENTDeed of Trust and Security Agreement • December 13th, 2005 • American Railcar Industries, Inc./De • Missouri
THIS DEED OF TRUST AND SECURITY AGREEMENT, dated as of July 1, 1996 (the “Deed of Trust”), from AMERICAN RAILCAR INDUSTRIES, INC., a Missouri corporation (the “Company”) whose address is c/o ACF Industries Incorporated, 620 N. 2nd Street, St. Charles, Missouri 63301, to E. SID DOUGLAS, III an individual resident of the State of Missouri, as trustee (the “Mortgage Trustee”), and THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JACKSON, MISSOURI, a Missouri industrial development corporation with its principal office located at P.O. Box 352 in the City of Jackson, Missouri 63755 (the “Issuer”), as beneficiary and secured party.
MULTI-YEAR PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 11th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2005 • American Railcar Industries, Inc./De • 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 • December 13th, 2005 • American Railcar Industries, Inc./De • 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.
CREDIT AGREEMENT dated as of December 28, 2007 among AXIS, LLC, as the Borrower THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent LASALLE BANK NATIONAL ASSOCIATION, as ArrangerCredit Agreement • November 6th, 2009 • American Railcar Industries, Inc. • Railroad equipment
THIS CREDIT AGREEMENT dated as of December 28, 2007 is entered into among AXIS, LLC, a Delaware limited liability company (the “Borrower”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”), LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as Administrative Agent for the Lenders.
AND SECURITY AGREEMENTCredit Agreement • December 15th, 2015 • American Railcar Industries, Inc. • Railroad equipment • New York
The lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, hereinafter referred to each individually as a “Lender” and collectively as the “Lenders”); and
PARTS PURCHASING AND SALE AGREEMENTParts Purchasing and Sale Agreement • May 6th, 2015 • American Railcar Industries, Inc. • Railroad equipment • New York
THIS PARTS PURCHASING AND SALE AGREEMENT (this "Agreement"), is entered as of April 27, 2015 (the "Agreement Date"), between ACF Industries, LLC, a limited liability company organized under the laws of Delaware ("Manufacturer"), and American Railcar Industries, Inc., a corporation incorporated under the laws of North Dakota ("ARI"). ARI and Manufacturer are collectively referred to herein as "Parties", in singular or plural usage, as required by context and each Party is referred to herein as Buyer or Seller interchangeably depending on the context and whether or not such Party is selling or purchasing goods or services.
AMERICAN RAILCAR INDUSTRIES, INC. 2005 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • April 19th, 2010 • American Railcar Industries, Inc. • Railroad equipment • Delaware
Pursuant to and in accordance with the American Railcar Industries, Inc. 2005 Equity Incentive Plan, as amended from time to time (the “Plan”), this Stock Appreciation Rights Agreement (the “Award Agreement” or “Agreement”) evidences the issuance to the person named above (the “SARs Holder”) by American Railcar Industries, Inc. (the “Company”), effective as of the date set forth above, of stock appreciation rights (the “SARs”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The...American Railcar Industries, Inc. • April 17th, 2018 • Railroad equipment • New York
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York
THIS TRADEMARK LICENSE AGREEMENT (hereinafter the “Agreement”) is made effective the 30th day of June, 2005 by and between American Railcar Industries, Inc., a Missouri corporation, having a place of business at 100 Clark Street, St. Charles, Missouri 63301 (hereinafter “Licensor”), and American Railcar Leasing LLC, a Delaware limited liability company, having a place of business at 620 North Second, St. Charles, Missouri 63301 (hereinafter “Licensee”).
FORM OF AMERICAN RAILCAR INDUSTRIES, INC. 2005 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENTAppreciation Rights Agreement • August 8th, 2008 • American Railcar Industries, Inc./De • Railroad equipment • Delaware
Pursuant to and in accordance with the American Railcar Industries, Inc. 2005 Equity Incentive Plan, as amended from time to time (the “Plan”), this Stock Appreciation Rights Agreement (the “Award Agreement” or “Agreement”) evidences the issuance to the person named above (the “SARs Holder”) by American Railcar Industries, Inc. (the “Company”), effective as of the date set forth above, of stock appreciation rights (the “SARs”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
SECOND AMENDMENT TO AGREEMENTTo Agreement • February 23rd, 2016 • American Railcar Industries, Inc. • Railroad equipment
THIS SECOND AMENDMENT TO AGREEMENT (this "Amendment") is dated as of November 5, 2015 (the "Effective Date") and is entered into between ACF Industries, LLC ("ACF"), and American Railcar Industries, Inc. ("ARI").
MANUFACTURING AGREEMENTManufacturing Agreement • May 22nd, 2007 • American Railcar Industries, Inc./De • Railroad equipment • Missouri
This Manufacturing Agreement (this “Agreement”), is entered this 21st day of May, 2007 (the “Agreement Date”), between ACF Industries, LLC, a limited liability company organized under the laws of Delaware (“Manufacturer”) and American Railcar Industries, Inc., a corporation incorporated under the laws of Delaware (“ARI”). ARI and Manufacturer are collectively referred to herein as “Parties”, in singular or plural usage, as required by context.
LOAN AGREEMENT Dated as of June 1, 1995 Between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF KENNETT, MISSOURI AND AMERICAN RAILCAR INDUSTRIES, INC.Loan Agreement • December 13th, 2005 • American Railcar Industries, Inc./De
THIS LOAN AGREEMENT dated as of June 1, 1995, is between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF KENNETT, MISSOURI (hereinafter called “Issuer”), an industrial development corporation organized and existing under the laws of the State of Missouri (“State”), and AMERICAN RAILCAR INDUSTRIES, INC. (hereinafter called “Company”), a corporation organized and existing under the laws of the State of Missouri.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 23rd, 2016 • American Railcar Industries, Inc. • Railroad equipment • Missouri
This Consulting Services Agreement (this “Agreement”), dated as of March 1, 2016 (the “Effective Date”), is made and entered into between American Railcar Industries, Inc., a corporation organized under the laws of the State of North Dakota (together with its successors and assigns, the “Consultant”), and American Railcar Leasing LLC, a limited liability company organized under the laws of the State of Delaware (together with its Subsidiaries, and its and their respective successors and assigns, the “Company”).
