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Exhibit 10.41
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This Purchase and Sale Agreement (the “Agreement”) is made as of this 19th day of
September, 2006, by and between American Railcar Leasing LLC (the “Buyer”), a limited liability
company, organized under the laws of the State of Delaware, and American Railcar Industries, Inc
(the “Seller”), a corporation organized under the laws of the State of Delaware. Seller is the
manufacturer and owner of railroad rolling stock that Buyer desires to purchase and Seller desires
to sell.
For and in consideration of the premises and the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Buyer and Seller hereby agree as follows:
1. Sale of Railcars; Scope of Work. Seller agrees to manufacture and sell, and Buyer
agrees to purchase the railcars described in Exhibit A attached hereto (individually a “Car” and
collectively the “Cars”). Except as otherwise provided in this Agreement, Seller shall furnish all
labor, materials and equipment required to manufacture the Cars at its manufacturing facility or
facilities listed on Exhibit A (hereinafter referred to as “Seller’s Plant”).
2. Purchase Price. The purchase price of the Cars (the “Purchase Price”) shall be as
set forth in Exhibit A. The Purchase Price is firm and subject to escalation or other adjustment
as provided in this Agreement, per Exhibit “A”. The Purchase Price does not include any state or
local sales, use or use or other similar taxes, and any such sales, use or similar tax arising out
of this transaction, if any, shall be paid by Buyer together with the Purchase Price.
3. Specifications and Changes. The Cars shall be constructed in a good and
workmanlike manner in accordance with the specifications described on Exhibit B (the
“Specifications”). The Cars will be built in accordance with the current Federal Railroad
Administration, American Association of Railroads and United States Department of Transportation
design, testing and approval requirements for new Cars.
4. Delivery and Terms of Payment. Seller shall ship the Cars to Buyer in accordance
with the schedule (the “Delivery Schedule”) set forth in Exhibit C to this Agreement. Unless
otherwise agreed in writing, delivery of the Cars shall be F.O.B. Seller’s Plant. After a
Certificate of Acceptance (as hereinafter defined) has been executed with respect to a Car, the Car
will be shipped from Seller’s Plant. All subsequent switching and transportation shall be at
Buyer’s expense. Payment of Seller’s invoice will be due *** after Buyer’s receipt thereof. Title
to each Car shall pass to Buyer upon payment in full for such Car. Following receipt of payment
for a Car, Seller shall deliver to Buyer a xxxx for sale for such Car substantially in the form of
Exhibit D.
5. Force Majeure. In the event that Seller is unable to deliver a Car to Buyer within
*** after the scheduled delivery date shown on Exhibit C as a result of a Force Majeure Event,
Buyer shall have the option to notify Seller that it will not purchase the Car(s) as to which
delivery has been delayed and the Buyer’s obligation to purchase Cars shall be reduced by the
number of Cars that Seller is unable to deliver, the Purchase Price will be reduced accordingly
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for each Car that Buyer has elected not to purchase, and such omitted Car will not be deemed a “Car”
under this Agreement. As used herein, a “Force Majeure Event” shall mean and include any delays in
the delivery of any car caused by strikes, lockouts (other than lockouts by Seller) or other labor
disturbances; shortages or late delivery of material (due to no fault of Seller); unavailability,
interruptions or inadequacy of fuel supplies; acts of God; war, preparation for war or other acts
or interventions the military or other governmental agencies; governmental regulations; priorities
given to defense orders; riot, embargoes, sabotage, act of terrorism, vandalism, malicious
mischief, landslides, floods, hurricanes, earthquakes, collisions or fires; delays of
subcontractors or of carriers by land, sea or air (due to no fault of Seller); quarantine
restrictions, shortages of labor or components and any other circumstances or cause beyond Seller’s
reasonable control.
6. Inspection and Acceptance; Failure to Deliver. Seller shall give Buyer, and/or
its designated agent, reasonable opportunity to inspect the Cars during construction at Seller’s
Plant during normal operating hours or at such other time as may be mutually agreed. Prior to
completion of a Car, Buyer and Seller shall mutually agree on a date for Buyer’s inspection of the
completed Car and the execution of a certificate of acceptance (“Certificate of Acceptance”) in the
form of Exhibit E hereto. If Buyer determines that a Car appears to have been manufactured
according to the applicable specifications and is in acceptable condition for delivery
(hereinafter, a “Conforming Car”), Buyer shall execute a Certificate of Acceptance as promptly as
is reasonably practicable. In the event Buyer does not attend such inspection, or Buyer and Seller
cannot mutually agree on an inspection date to occur within three (3) days of the date of
completion of the Car, Seller is authorized and empowered to inspect the Car and execute a
Certificate of Acceptance on Buyer’s behalf if it determines that the Car is a Conforming Car. If
Buyer notifies Seller that a Car does not conform to the specifications applicable to that Car
(hereinafter a “Non-Conforming Car”), it shall be Seller’s obligation to make the Car a Conforming
Car. The execution of a Certificate of Acceptance shall not preclude Buyer from asserting a claim
for a breach of Seller’s Car warranty contained in Section 8 within the applicable warranty period
or that a Car was not manufactured in accordance with the applicable Specifications.
Notwithstanding anything to the contrary in this Agreement, including without limitation this
Paragraph 6, and for avoidance of any doubt, Buyer reserves all rights available to it in law or
equity under the circumstances of a failure by Seller to deliver the Cars hereunder when due in
accordance herewith.
If Seller is unable to provide a Conforming Car within *** of the scheduled delivery date for
any reason whatsoever other than a Force Majeure Event or as a result of a delay caused by Buyer,
***.
7. ***. The parties agree that upon *** an independent and mutually agreeable third party***.
The parties agree that ***.
8. No Liens or Claims of Third Parties. Seller hereby represents and warrants to
Buyer that: (a) Seller is the sole owner of the Cars and has good and marketable title to all of
the Cars, free and clear of all liens, claims, demands, charges, security interests, privileges,
pledges
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or other encumbrances (“Liens”) other than the Liens created by Buyer and that Seller will
convey to Buyer good and marketable title to the Cars being sold free and clear of all Liens of
every nature and kind whatsoever other than Liens created by Buyer; and (b) neither Seller’s rights
in the Cars, nor the Cars, are subject to any contract, agreement, or understanding, whether
written or oral, which provides for any remarketing, residual sharing or similar arrangement or
which would be binding upon or enforceable against Buyer, the Cars, or the proceeds of any sale,
lease or any disposition of any thereof.
9. Seller’s Car Warranty; Car Cleaning. Seller warrants that each Car will be free
from defects in material and workmanship under normal use and service for a period of *** from the
Closing Date and will be manufactured in accordance with the applicable Specifications. With
respect to parts and materials manufactured by others and incorporated by Seller in the Cars, such
parts and material shall be covered only by the warranty, if any, of the manufacturer thereof, and
Seller shall assign to Buyer any such warranty, to the extent assignable by Seller ***. Seller’s
obligations with respect to any Car for breach of this warranty is limited at its option, to either
a credit or refund of the price of any non-conforming or defective component (or Car) or
replacement or repair of such non-conforming or defective component (or Car) at Seller’s
manufacturing plant or at such other location as Seller shall designate in order to minimize
Purchaser’s transportation expenses. Seller’s agreement set forth above to refund, repair or
replace defective parts and materials (other than with respect to parts and materials manufactured
by others and incorporated by Seller in the Cars, the remedy for which is provided for above in
this Section 8) shall be Buyer’s sole and exclusive warranty liability with respect to the Cars
that are defective in any respect or that fail to conform to any express or implied warranty, and
Seller will not in any event be liable for the cost of any labor or transportation charges expended
on or in connection with the repair, replacement or return of any component (or Car) or, except as
provided herein, for any special, indirect, incidental or consequential damages.
THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT ITS SOLE
REMEDY FOR BREACH OF THIS WARRANTY BY SELLER, IS AS PROVIDED ABOVE AND, EXCEPT AS PROVIDED HEREIN,
SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR OTHER INCIDENTAL OR CONSEQUENTIAL INJURY OR
DAMAGE. PROVIDED HOWEVER, NOTHING CONTAINED HEREIN SHALL LIMIT SELLER’S LIABILITY TO BUYER FOR
CLAIMS OF CONTRIBUTION, IN TORT, PRODUCTS LIABILITY, OR ARE BASED ON ACTS OR OMISSIONS OF SELLER
WITHOUT ANY NEGLIGENCE ON THE PART OF BUYER.
THIS WARRANTY IS CONDITIONED UPON COMPLIANCE BY BUYER AND ALL OTHER USERS OF THE CARS WITH
OPERATION, LOADING, USE, HANDLING, MAINTENANCE AND STORAGE IN ACCORDANCE WITH GOOD COMMERCIAL PRACTICES OF THE RAILROAD INDUSTRY.
SELLER SHALL NOT BE RESPONSIBLE FOR FAILURES CAUSED BY MISLOADING, OVERLOADING, OVERHEATING,
IMPROPER CLEANING, PHYSICAL ABUSE, ACCIDENT, DERAILMENT OR FOR OTHER DAMAGE CAUSED BY FIRE, FLOOD
OR OTHER EXTERNAL CONDITIONS
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UNRELATED TO THE MANUFACTURE OF THE CAR, OR FOR NORMAL WEAR AND TEAR.
In general, Cars shall be delivered clean and free from debris or other matter.
Notwithstanding the fact that a Certificate of Acceptance has been executed with respect to a Car,
if a Car is not clean enough prior to first load by Buyer’s customer to make it suitable for
loading the commodities described on Exhibit A, then Buyer and Seller may jointly inspect the Car
or Cars in question. Seller will either pay, or reimburse Buyer, for the expenses to clean any
such Car, up to a maximum of *** per car. Provided however, Seller’s payment or reimbursement
obligation will not apply if the Car is not clean because foreign matter was introduced while in
transit or through loading operations or other actions of third parties.
10. Sales Tax. Buyer shall pay, and shall indemnify and hold Seller harmless on an
after-tax basis against, all sales, use, transfer or similar taxes (and any fines, penalties,
additions to tax or interest relating thereto), if any, imposed or assessed on or with respect to
the sale and the transfer of the Cars as contemplated herein.
11. No Finder. Each party represents and warrants to the other that neither it nor
any party acting on its behalf has paid, or become obligated to pay, or committed any other party
to pay any fee or commission to any broker, finder or intermediary for or on account of the
transactions contemplated by this Agreement.
12. Patents. In lieu of any other warranty by Seller against patent infringement,
statutory or otherwise, Seller agrees to defend, hold harmless and indemnify Buyer against all
claims, demands, losses, suits, damages, liabilities and expenses (including reasonable attorneys’
fees) arising out of any suit, claim, or action for actual or alleged direct or contributory
infringement of, or inducement to infringe, any patent, trademark, copyright or other intellectual
property right by reason of the manufacture, use or sale of the Cars unless such actual or alleged
infringement arises out of the compliance with designs, instructions or specifications furnished by
the Buyer. In case the Cars or any part thereof are held to constitute such infringement or the
use thereof is enjoined, Seller shall, at its option, take one of the following three corrective
actions (each a “Corrective Action”): (a) procure for the Buyer the right to continue using the
Cars or part thereof, (b) replace the Cars or part thereof with a non-infringing Car or part
thereof or (c) take such measures as may be required to make the Cars or part thereof
non-infringing, in which event the Buyer shall deliver the Cars to Seller for that purpose. In the
event that Seller fails to effect a Corrective Action *** after Buyer’s written request, ***. The
foregoing states the Seller’s entire liability with respect to any patent infringement by the Cars
or part thereof.
13. Expenses. Whether or not the transactions contemplated hereby are consummated,
each party hereto shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including without limitation the fees and
disbursements of its counsel.
14. Entire Agreement. This Agreement and the Exhibits hereto contain the entire
agreement and understanding between the parties hereto with respect to the subject matter contained
herein and therein and supersede all prior agreements, understandings and
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representations, oral or
written. No modification, limitation or release of any of the terms and conditions contained
herein or in the Exhibits hereto shall be made except by mutual agreement to that effect in writing
and signed by the parties hereto.
15. Governing Law. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF
MISSOURI, SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, THE LAWS OF SUCH STATE, WITHOUT REGARD TO ITS CONFLICTS OF LAW
DOCTRINE, AND THIS AGREEMENT SHALL BE DEEMED IN ALL RESPECTS TO BE A CONTRACT OF SUCH STATE. BOTH
PARTIES CONSENT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN MISSOURI FOR ANY
ACTION THAT MAY BE BROUGHT UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
16. Notice. All communications under this Agreement shall be in writing or by a
telecommunications device capable of creating a written record, and any such notice shall become
effective (a) upon personal delivery thereof, including, without limitation, by overnight mail and
courier service, (b) five (5) days after the date on which it shall have been mailed by United
States mail (by certified mail, postage prepaid, return receipt requested), or (c) in the case of
notice by such a telecommunications device, when properly transmitted, addressed to each party at
the following addresses:
If to Seller:
|
American Railcar Industries, Inc. | |
| 000 Xxxxx Xxxxxx | ||
| Xx. Xxxxxxx, Xxxxxxxx 00000 | ||
| Attention: Xxxxxxx Xxxxxxx, Vice President — Sales | ||
| Facsimile No.: (000) 000-0000 | ||
If to Buyer:
|
American Railcar Leasing LLC | |
| 000 Xxxxx Xxxxxx Xxxxxx | ||
| Xx. Xxxxxxx, XX 00000 | ||
| Attention: Xxxxx Evdo, Vice President Marketing | ||
| Facsimile No.: (000) 000-0000 |
or to any other address as may be given by any party to the other by notice pursuant to the
provisions of this Section 15.
17. Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies. This
Agreement may be amended, superseded, modified, supplemented or terminated, and the terms hereof
may be waived, only by written instrument signed by the parties or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof. No waiver on the part of any party of any
such right, power or privilege, nor any single or partial exercise of
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any such right, power or
privilege, shall preclude any further exercise thereof or the exercise of any other such right,
power or privilege. The rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies that any party may otherwise have at law or in equity.
18. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns. No assignment of
this Agreement or of any rights hereunder shall relieve the assigning party of any of its
obligations or liabilities hereunder. This Agreement, and the certificates, schedules, annexes and
other documents executed and delivered at the closing in connection herewith are the complete
agreement of the parties regarding the subject matter hereof and thereof and supersede all prior
understandings (written or oral), communications and agreements.
19. Counterparts. This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
20. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision will
be effective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement, and the remainder of
such provision and the remaining provisions of this Agreement shall be interpreted, to the maximum
extent possible, so as to conform to the original intent of this Agreement.
21. Indemnification. Each party agrees that it shall indemnify and hold harmless the
other party from and against any loss, claim, damage or expense (including attorneys’ fees and
costs) attributable to a breach by such party of any of its obligations, representations or
warranties contained herein.
22. Non-Disclosure. Each Party agrees that the information contained in this Agreement
as well as other information exchanged between the parties in connection with Buyer’s purchase of
the Cars (including but not limited to the specifications, type and number of railcars to be
purchased, particular configurations, designs or modifications, delivery locations and identity of
Buyer’s customers and parties to whom the Cars are to be delivered) is confidential (even if not
specifically designated as such) and, except as provided in this Agreement or required in order to
fulfill the terms and conditions of this Agreement, neither party shall disclose any thereof to any
third party. Each party shall similarly treat any information provided to Seller by Buyer in
connection with the purchase of the Cars prior to or subsequent to the date of this Agreement as confidential in accordance with the terms hereof.
All of the foregoing is hereinafter referred to as the “Confidential Information.”
Neither party, without the prior written consent of the other, shall issue any press release or
make any other public announcement or statement relating to Buyer’s purchase of the Cars or
containing any Confidential Information.
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Notwithstanding the foregoing, Confidential Information shall not include (a) such information as
is required to be made to UMLER and the Association of American Railroads, (b) such information as
is required to be disclosed by law, court or governmental agency or authority, (c) such information
as is required by either party’s accountants, auditors, insurance carriers or other legal or
financial advisors, and (d) information that becomes known to a party on a non-confidential basis
from a source as to which the party has no actual knowledge that such source was bound by a
confidentiality agreement with respect to such information
Each party shall take reasonable security precautions, at least as great as the precautions it
takes to protect its own confidential information, to keep confidential the Confidential
Information of the other party.
Each party shall notify the other party immediately upon discovery of any unauthorized use or
disclosure of Confidential Information, and will cooperate with the other party in every reasonable
way to help such party regain possession and control of the Confidential Information, and prevent
its further unauthorized use. Each party acknowledges that monetary damages may be inadequate to
protect the other against actual or threatened breach of the Agreement with respect to the
Confidential Information. Accordingly, each party agrees that the other shall be entitled to seek
injunctive relief for any such breach of obligations or representations under this Agreement with
respect to the Confidential Information. EACH PARTY STIPULATES, ACKNOWLEDGES AND AGREES THAT
THE OTHER SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ANY BREACH OF
THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION OR BREACH OF REPRESENTATIONS
HEREIN.
23. Drawings. Buyer agrees that all drawings and technical material, including
specifications, descriptions and tolerances relating to the Cars or any components thereof supplied
by Seller to Buyer (the “Drawings”), are the exclusive property of Seller and contain confidential
and proprietary information. By accepting the Drawings from Seller, Buyer agrees to limit its use
of the Drawings solely to matters relating to Buyer’s use of the Cars, including the repair and
maintenance of the Cars. Buyer further agrees not to disclose the Drawings, or to disclose any
information contained in or derived from the Drawings to any person, including, but not limited to,
any other manufacturer of Cars or components; provided however, in the event Buyer sells
any of the Cars, Buyer may deliver any Drawings relating to such Cars to the purchaser. Seller
agrees on Buyer’s written request, to provide Drawings to any car repair shop reasonably
satisfactory to Seller or other party reasonably satisfactory to Seller (other than another
manufacturer of Cars or components) provided that such car repair shop or other party agrees in advance, in writing, to be bound by confidentiality provisions similar to those
contained herein and reasonably satisfactory to Seller.
24. Termination. Without prejudice to any other right or remedy:
(i) Either party may terminate this Agreement by written notice to the other party in the
event that:
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(a) The other party should materially breach this Agreement and such breach shall not be
remedied *** of the giving of notice of the breach; or
(b) A petition or complaint in bankruptcy or for reorganization is filed by or against the
other party or the other party becomes insolvent.
25. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience of reference only, and shall not effect in any way the meaning or interpretation of
this Agreement.
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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the day and year first
hereinabove set forth.
| SELLER: AMERICAN RAILCAR INDUSTRIES, INC. |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Title: | President and CEO | |||
| BUYER: AMERICAN RAILCAR LEASING LLC |
||||
| By: | /s/ [illegible] | |||
| Title: | CEO | |||
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EXHIBIT A
DESCRIPTION:
1,000 30,000 gallon General Purpose Tank Cars for ethanol service, see Exhibit B for specifications
MANUFACTURING LOCATION:
Seller’s Plant, Marmaduke, Arkansas
PURCHASE PRICE:
*** (based on Seller’s estimate available at proposal date for all material and components
including but not limited to steel sheet, steel plate, structural steel, wheels, axles, castings,
etc. Buyer agrees to accept verifiable price increases and Seller agrees to accept verifiable price
decreases applicable at the time of material purchase or delivery).
The above price includes current estimate of surcharges. This selling price is subject to steel
surcharges, specialty surcharges, specialty surcharges and material cost increases applicable at
time of production.
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EXHIBIT B
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT
***
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EXHIBIT C
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT
DELIVERY SCHEDULE:
2008
500 cars delivered at ***
2009
500 cars delivered at ***
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EXHIBIT D
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT
WARRANTY XXXX OF SALE
American Railcar Industries, Inc. a Delaware corporation (the “Seller”), in consideration of
the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, from American Railcar Leasing LLC., a Delaware
limited liability company (“Buyer”), hereby grants, sells, assigns, conveys, transfers, delivers
and sets over unto Buyer, all of the Seller’s right, title and interest in and to the equipment
identified in Schedule 1 attached hereto and made a part hereof, together with all parts,
appurtenances or other property attached or installed on such items of equipment (collectively with
and including such parts, appurtenances and other property, the “Equipment”).
To have and to hold to Buyer and its successors and assigns forever.
This Xxxx of Sale is being delivered in connection with the Purchase and Sale Agreement
between the Seller and the Buyer dated as of ___, 200_. The Seller hereby warrants to
Buyer and its successors and assigns on the date hereof that the Seller is the lawful owner of good
and marketable legal and beneficial title to the Equipment, that the Seller has the right to sell
the same, that good and marketable title to the Equipment is conveyed to Buyer free and clear of
all claims, liens, security interests, encumbrances and rights of others of any nature whatsoever
arising prior to the delivery of the Equipment hereunder, except any claims, liens, security
interests and other encumbrances arising from, through or under Buyer, and the Seller covenants
that it shall warrant and defend such title to the Equipment against all such claims and demands
whatsoever.
IN WITNESS WHEREOF, the Seller has caused this Warranty Xxxx of Sale to be duly executed by
its officer thereunto duly authorized on this ___day of _________, 200_.
| American Railcar Industries, Inc. | ||||
| By: | ||||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Corporate Controller | |||
STATE OF ______ ) |
||
)
|
SS: | |
COUNTY OF ____ ) |
On this ___day of ________, 200___before me personally appeared Xxxxxxx Xxxxxx, to me
personally known, who, being by me duly sworn, says that he is a Corporate Controller of American
Railcar Industries, Inc. and that the foregoing Xxxx of Sale was
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signed on behalf of said corporation by authority of its Board of Directors. Further, he acknowledged
that the execution of the foregoing Xxxx of Sale was the free act and deed of said corporation.
Notary Public
[Notarial Seal]
My commission expires:
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SCHEDULE 1 TO
XXXX OF SALE
XXXX OF SALE
Date:
ARI Lot # 28-7XXXX
Customer Reference : 71-XXXXX
ARI Lot # 28-7XXXX
Customer Reference : 71-XXXXX
SHPX |
XXXXX1 | |||
SHPX |
XXXXX2 | |||
SHPX |
XXXXX3 | |||
. |
. | |||
. |
. | |||
. |
. | |||
SHPX |
XXXXXN | |||
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EXHIBIT E
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT
CERTIFICATE OF ACCEPTANCE
Contract/Order No.:
|
Certificate No. | |
Place Accepted: |
||
Date Accepted: |
I, the duly authorized representative of American Railcar Leasing LLC (“Buyer”) under the Purchase
and Sale Agreement dated ___, 200___(the “Agreement”), for the purpose of accepting
and inspecting the following Cars, hereby certifies that the Cars have been inspected, approved,
delivered, received and accepted on behalf of Buyer or its assigns and found to be in apparent good
order and running condition and in apparent conformance with applicable specifications and
drawings. The execution of this Certificate of Acceptance shall not relieve American Railcar
Industries of its duty or decrease its responsibility to produce and deliver the Cars in accordance
with the terms, including warranties, contained in the Agreement.
| Description of Railcars | Quantity | Light Weight | Reporting Marks | |||||||||
Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the
Agreement.
Authorized Representative of American Railcar Leasing LLC
# 1464339 v1
