RAILCAR SERVICES AGREEMENT Date: April 15, 2011 Between AMERICAN RAILCAR INDUSTRIES, INC. And AMERICAN RAILCAR LEASING, LLC
Exhibit 10.65
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 confidential
material has been filed separately with the Securities and Exchange Commission.
Date: April 15, 2011
Between
And
AMERICAN RAILCAR LEASING, LLC
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 confidential
material has been filed separately with the Securities and Exchange Commission.
This agreement (“Agreement”) is to confirm and document our mutual understanding with respect to
the terms and conditions under which American Railcar Industries, Inc. (hereinafter “ARI”) of 000
Xxxxx Xxxxxx, Xx. Xxxxxxx, XX 00000, a North Dakota corporation, agrees to provide AMERICAN RAILCAR
LEASING LLC (hereinafter “ARL “) of 000 Xxxxx Xxxxxx, Xxxxx 000, Xx. Xxxxxxx, XX 00000 a Delaware
corporation, with certain services as hereinafter specified.
1. | SERVICES |
a. | For the purposes hereof, the term “Services” shall include, without limitation,
the following activities and services to be provided to ARL by ARI: |
Repair Services as described by Exhibit A, “American Railcar Leasing, LLC Fleet
Services”, which is attached hereto and incorporated herein. The rates and fees for the
Services shall be as specified in Exhibit A. These rates and fees will be effective for
all estimates submitted, or services provided, after April 16, 2011 and are firm for the
first one year term of this agreement. After the initial one year term, the labor rate
may be increased annually, not to exceed [*****] in any one year. Any changes resulting
from such negotiation will take effect on the date mutually agreed-to by the parties.
b. | Fees for Tax, Engineering and Administrative Services are described by Exhibit
B, which is attached hereto and incorporated herein. |
2. | PAYMENT |
An invoice shall be submitted at the beginning of each month. Such invoice shall identify
the Services, and items, if any, that require payment for disbursements made by ARI on
behalf of ARL. Such items shall include, but not be limited to railcar cleaning,
maintenance, repairs, modifications, paint and lining, any ad hoc services specifically
requested by ARL, and payment of ad valorem taxes. The invoice provided shall accurately
reflect the appropriate charges and/or credits due ARL on a monthly basis.
All invoices are due and payable by ARL to ARI via wire transfer within 5 business days
after the end of a month for which the invoices are due. Any disbursements made by ARI on
behalf of ARL will be paid on ARL’s behalf in a timely manner and ARL will reimburse ARI
upon notification for any such disbursements.
3. | TERM |
a. | The term of this Agreement shall commence upon April 16, 2011 and shall
continue for a period of three (3) years. Thereafter, this Agreement shall remain in
effect from year to year unless a party, at least sixty (60) days prior to the end of
the 3-year period or any subsequent annual period, notifies the other party in writing
that this Agreement shall terminate at the end of the then current period. |
b. | Notwithstanding any termination of this Agreement, ARI agrees to provide ARL,
during the period prior to termination and/or for up to three months thereafter, at
ARL’s option, such assistance as ARL may request to return to ARL, or to transfer to
another provider, all of
ARL’s data, inventory, and ARI’s related responsibilities for the Services provided
under this Agreement. Compensation to the canceled party for such transfer assistance
services shall be no greater than the compensation for Services provided in Exhibit D
attached hereto and incorporated herein. |
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
4. | INSURANCE |
a. | ARI shall obtain, and shall at all times during the Term maintain in full
force and effect, with financially sound and reputable insurers selected in
accordance with sound commercial and industry practices such property, casualty,
public liability and other insurance on its property, assets, and business in such
amounts and against such risks as is consistent and in accordance with sound
commercial and industry practice for activities similar to ARI’s obligations
hereunder. |
b. | Without limitation on the foregoing clause (a), ARI shall obtain, and
shall at all times during the Term maintain in full force and effect, with respect
to the Cars, policies of such insurance and against such risks as are maintained by
ARI from time to time with respect to other railcars for which it performs
maintenance and servicing, including casualty, public liability and pollution
coverage for all losses related to cargo, including clean-up costs and legal defense
costs, subject, in each case, to compliance with certain insurance-related
provisions in the User Leases and other provisions of this Section 4.1. Such
insurance shall be in addition to any insurance provided by a User pursuant to the
terms of any lease to which such Car is then subject. All insurance obtained by ARI
with respect to the Cars may (and shall to the extent reasonably practicable unless
ARL objects) be maintained under policies of insurance that ARI obtains for itself
and other railcars so long as ARL and any other Person designated by ARL are
additional insured’s there under and loss payees, as their interests may appear,
with respect to the Cars, and such insurance may be placed through insurers who are
Affiliates of ARI so long as the prices and terms thereof are comparable to those
that could be obtained from comparable unaffiliated insurers. Copies of policies
and certificates of insurance with respect thereto shall be furnished promptly to
ARL. If at any time the insurance maintained by ARI on the Cars shall lapse or have
limits lower than as described therein for whatever reason, ARI, promptly upon
receipt of notice of the lapse of or decrease in such insurance coverage, shall give
notice to ARL of the same. ARI shall also notify ARL promptly with respect to any
default in the payment of any premium or of any other act or omission of ARI or of
any other Person of which ARI has knowledge that might invalidate, render
unenforceable, result in a lapse of or reduce any insurance coverage on the Cars
maintained by ARI pursuant to this Agreement. ARI shall collect any amounts due
from the insurers under such policies and shall provide ARL with such reasonable
assistance as ARL may request in any dealings that ARL may have with such insurers,
including the pursuit of any claims under such policies. To the extent that ARI
elects to self-insure against certain risks with respect to the Cars, then upon the
occurrence of an applicable insurable event with respect to a Car, ARI shall remit
to ARL the amount of such self-insured risk. |
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
c. | Each insurance policy maintained by ARI pursuant to the provisions of
Section 4.1(b) shall (i) expressly provide that no cancellation or termination
thereof material change therein shall be effective unless at least thirty (30) days’
prior written notice shall have
been given to ARL, (ii) expressly provide that if such insurance shall be cancelled
for any reason whatsoever, or if any substantial changes are made in the coverage
that affect the interest of ARL or any other Person listed as an additional insured
or loss payee, or if such insurance shall be allowed to lapse for nonpayment of
premium, such cancellation, change or lapse shall not be effective as to ARL and any
such other Person for thirty (30) days after receipt by ARL of written notice from
such insurers of such cancellation, change or lapse, (iii) permit ARL or any such
other Person to make payments to affect the continuation of such insurance coverage
upon notice of cancellation due to nonpayment of premium, and (iv) expressly provide
that if such insurance shall not be renewed for any reason whatsoever, such insurers
shall provide written notice of such non-renewal to ARL at least thirty (30) days
prior to the expiration date of the policy. |
d. | ARI shall deliver or cause to be delivered to ARL (i) no later than the
date hereof, certificates evidencing the insurance required pursuant to this section
4.1 and evidence satisfactory to ARL that the Cars have been properly included in a
schedule to the insurance policies required pursuant to Section 4.1(b), and (ii)
promptly after each renewal thereof, additional certificates evidencing the renewal
of such insurance. |
e. | In the event that any insurance coverage required by Section 4.1(b) or
the limits deductible amounts, or requirements thereof are not reasonably available
and commercially feasible in the available insurance market, ARL shall not
unreasonably withhold its agreement to waive the requirement of such coverage,
limits, deductible amounts, or requirements to the extent the maintenance thereof is
not so available; provided, however, that (i) ARI shall have made a request for such
waiver and shall have provided ARL with written reports prepared by an independent
insurance advisor certifying that such coverage, limits, deductible amounts, or
requirements are not reasonably available and commercially feasible in the available
insurance market for railcars similar to the Cars and, where the required amount of
coverage is not so available, certifying as maximum amount that is so available and
(ii) any waiver granted pursuant to this clause shall be effective only during the
period that the coverage, limits, deductible amounts, or requirements thereby waived
are not reasonably available and commercially feasible in the available insurance
market. |
5. | INDEMNIFICATION |
ARL shall defend, indemnify and hold ARI harmless from and against any and all claims,
actions, damages, expenses, losses or liabilities incurred by or asserted against ARI to the
extent caused by ARL’s negligence or breach of this Agreement. ARI shall defend, indemnify
and hold ARL harmless from and against any and all claims, actions, damages, expenses,
losses or liabilities incurred or asserted against ARL to the extent caused by ARI’s
negligence or breach of this Agreement. Neither ARI nor ARL (nor its representatives) shall
have liability to the other under this Agreement for any punitive, incidental or
consequential damages, such as excess costs incurred, data loss or lost profits or revenue.
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
6. | REMEDIES. |
It is mutually agreed that the time of performance of the Services hereunder and payment of
charges is of the essence of this Agreement. If either party shall default in the
performance or
observance of any of the other agreements herein contained to be performed or observed and
such default shall continue for ten (10) days after written notice from the non-defaulting
party, or if there shall be filed by or against either party a petition in bankruptcy or for
reorganization under the Bankruptcy Law or there shall be a receiver appointed for any part
of such party’s property or such party shall make a general assignment for the benefit of
creditors, then and in any of said events, the other party at its election, may immediately
terminate this Agreement.
7. | CONFIDENTIALITY |
ARI, its employees and agents shall treat and maintain as confidential all of
ARL’s confidential and proprietary information, and agrees not to use or disclose any
such information to others except as is necessary to perform Services hereunder. This
information will include but not be limited to any technical information, experience
or data regarding ARL’s products, plans, programs, plants, processes, costs,
equipment, operations, or customers which may be disclosed to or come within the
knowledge of ARI, its employees and agents in the performance of this Agreement.
However, no confidential relationship will arise or exist as to any such disclosed
subject matter which is in the public domain other than as a result of a breach of
this agreement or other wrongful acts by ARI, its employees, or agents.
ARL, its employees and agents shall treat and maintain as confidential all of ARI’s
confidential and proprietary information, and agrees not to use or disclose any such
information to others except as is necessary to utilize and benefit from the Services
hereunder. This information will include but not be limited to any technical
information, experience or data regarding ARI’s products, plans, programs, plants,
processes, costs, equipment, operations, or customers which may be disclosed to or come
within the knowledge of ARL, its employees and agents in the performance of this
Agreement. However, no confidential relationship will arise or exist as to any such
disclosed subject matter which is in the public domain other than as a result of a
breach of this agreement or other wrongful acts by ARL, its employees, or agents.
8. | NOTICES |
Any notices, requests, demands, and determinations under this Agreement (other than routine
operational communications), shall be in writing and shall be deemed duly given (i) when
delivered by hand, (ii) one (1) business day after being given to a nationally recognized
express courier with a reliable system for tracking delivery, or (iii) when sent confirmed
facsimile or e-mail with a copy sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed as follows:
If to ARL: | American Railcar Leasing LLC | |||
000 Xxxxx Xx., Xxxxx 000 | ||||
Xx. Xxxxxxx, XX 00000 | ||||
Attn: Xxxx Xxxxxxxxx, Director — Leasing Services | ||||
If to ARI | American Railcar Industries, Inc. | |||
000 Xxxxx Xxxxxx | ||||
Xx. Xxxxxxx, XX 00000 | ||||
Attn: Xxxx Xxxxx — Sr. Director Fleet Services |
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
Either party, by written notice to the other party, may change the person and/or address to
which notice shall be given. Both parties agree to acknowledge in writing the receipt of
any notice delivered in person.
9. | WAIVER |
The failure of a party hereunder to assert the right to enforce an obligation of the other
party shall not be deemed a waiver of such right or obligation and in no event shall any
waiver by ARL or ARI of any default under this Agreement operate as a waiver of any further
default, whether of a like or different character or a continuing waiver of subsequent
defaults.
10. | MISCELLANEOUS |
a. | This Agreement shall be governed by the laws of the State of New York. By
signing this Agreement, the parties agree to submit to the jurisdiction of the courts
of the State of New York. The confidentiality and indemnification obligations of the
parties under this Agreement shall survive the termination or expiration of this
Agreement. |
b. | If any clause or provision of this Agreement shall be adjudged invalid or
unenforceable by a court of competent jurisdiction or by operation of any applicable
law, it shall not affect the validity or enforceability of any other clause or
provision, which shall remain in full force and effect. |
c. | Neither party will assign, transfer, encumber, or otherwise dispose of this
Agreement without the written consent of the other party, where such consent shall not
be unreasonably withheld. Any transfer cost will be borne by the party making the
transfer. |
d. | In no event shall either party be liable for any consequential, incidental,
special, or punitive damages, including but not limited to any damages for lost
profits, or business opportunities, or damage to reputation. |
e. | This Agreement, along with its Exhibits and Riders, constitutes the entire
Agreement with respect to ARI, ARL and the Services, and supersedes all prior
negotiations, dealings, and agreements, whether verbal or written. This Agreement may
not be modified unless done in writing and signed by authorized representatives of ARI
and ARL. |
f. | The headings of this Agreement are for reference only and are not to be
construed as part of this Agreement. |
11. | [*****] |
12. | DEFINITIONS |
“AAR” means the Association of American Railroads and any successor thereto.
“ARI” shall have the meaning set forth in the preamble hereof.
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
“ARL” shall have the meaning set forth in the preamble hereof.
“Cars” means at any time the xxxxxx, tank and other railcars owned or managed by ARL or any of
its Affiliates.
“Owner” means any Person that owns Cars.
“Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, unincorporated organization or other entity, or
Governmental Authority.
“Regulatory Authorities” means the ICC, the DOT, the DOL, the AAR or any other governmental
authority or industry agency or authority that has proper jurisdiction to regulate the ownership,
leasing, operation, maintenance or use of the Cars.
“ICC” means the United States Interstate Commerce Commission.
“DOL” means the United States Department of Labor.
“DOT” means the United States Department of Transportation.
“User Lease” means any car service contract or other lease of one or more Cars or any separate
schedule or rider to a master car service contract or other lease and which schedule or rider
incorporates by reference all of the terms and conditions of such master contract or lease other
than those in other schedules or riders thereto or as specifically identified in such schedule or
rider.
“User” means any shipper, railroad or other Person not an Affiliate of ARL or any Owner who uses
cars pursuant to a User Lease.
IN WITNESS WHEREOF, the parties have executed this Agreement:
American Railcar Industries, Inc. | American railcar leasing, llc | |||||
By:
|
/s/ Xxxxx Xxxxx | By: | /s/ Xxxxx X. XxXxxxxxx | |||
Name: Xxxxx Xxxxx | Name: Xxxxx X. XxXxxxxxx | |||||
Title: President / CEO | Title: Vice President — Finance & Controller | |||||
Date: April 15, 2011 | Date: April 15, 2011 |
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
EXHIBIT A
AMERICAN RAILCAR LEASING, LLC
REPAIR SERVICES
1. REPAIR SERVICES
a. | ARI shall use reasonable commercial efforts to cause the Cars to be
repaired in good operating order and condition. The standard for Repair services
shall be the highest of (i) standard industry practice, (ii) any standard required
or set forth for the Cars or railcars of a similar class by law or any Regulatory
Authority, and (iii) with respect to the Cars or railcars of a similar class by law
or any Regulatory Authority, and (iv) with respect to the Cars leased to each User,
any standard set by such User, whether by terms of a User Lease or by other
understanding or agreement between a User and ARL or an Owner; provided, however,
that such standard shall never be lower than the standard for Repair services
provided to any other customer of ARI to which ARI provides general maintenance
services for a fleet of owned or leased railcars; and provided, further, that
subject to Section 1(e), (1) expenditures for Repair services in excess of those
expenditures shall not be made without the prior written consent of ARL unless such
Repair services are required pursuant to applicable law or the rules and regulations
of any Regulatory Authority and (2) unless required pursuant to applicable law or
the rules and regulations of any Regulatory Authority or consented to in writing by
ARL, no action shall be taken hereunder by ARI, regardless of cost, that reduces the
value or utility of any Car. Repair services shall include, without limitation, all
repairs, servicing, painting, alterations, modifications, improvements or additions
to the Cars in order to meet any of the foregoing standards. (Repair services also
shall include sales of railcar materials and parts requested by railroads, mobile
units, mini-shops or ARL). Simultaneously with the execution and delivery of this
Agreement, ARL shall provide ARI with guidelines with respect to certain Cars, which
guidelines may be amended by ARL from time to time. In the event that Repair
services are to be provided in respect of any Car covered by such guidelines, ARI
shall notify ARL prior to the performance of such Repair services. |
b. | Repair services may be performed by ARI or third Persons as may be
designated by ARL from time-to-time. All other services to be provided by ARI
under this Agreement shall be performed by ARI unless otherwise consented to in
writing by ARL. |
c. | If material supplied by ARI or work performed by it is found to be
defective, ARL shall notify ARI and ARL shall have the right to require the prompt
correction thereof by ARI and ARI’s expense and risk or, at ARL’s option, ARL may
correct the work or have the same corrected, charging ARI for the cost of making
such correction. Such correction shall not affect ARI’s warranty pursuant to
Section 1(d). If correction of such work is impractical, in the opinion of ARL, ARI
shall bear all risk after notice of rejection and ARI will, if requested in writing
to do so by ARL, at ARI’s expense, promptly such work or parts, ARL may by contract
or otherwise replace such work or such parts and charge ARI the excess cost
occasioned to ARL thereby. In lieu of the foregoing, ARL may
reject and/or return any defective work or materials and ARI shall refund to ARL any
payment made therefore. |
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
d. | ARI warrants to ARL that (i) all labor furnished to ARL hereunder shall
be performed in a workmanlike manner, (ii) all parts furnished to ARL hereunder that
are designed by ARI shall be free from all defects in design and materials, and
(iii) all parts furnished by ARL hereunder that are designed by ARL and manufactured
by ARI shall be free from all defects in materials. ARI agrees that this warranty
shall survive acceptance of and payment for such Repair services. In the event that
ARL requests that ARI obtain any parts from a third party, ARI shall assign to ARL
any warranties obtained from such third party in respect of such parts or, if such
third party warranties are not assignable, shall cooperate with ARL so as to afford
ARL the benefit of such third party warranties. |
e. | Compliance with Law. ARI shall comply in all respects with all
applicable laws, rules and regulations of all Governmental Authorities in the
operations of it business and in carrying out its obligations hereunder. ARI, at
ARL’s expense, shall use reasonable commercial efforts to cause the Cars to comply,
and ARL agrees that each User Lease entered into or renewed after the date hereof
shall require the User there under to comply, in all respects with all applicable
laws, rules and regulations of the Regulatory Authorities. In the event that such
laws, rules or regulations require any alteration of a Car, or in the event that any
equipment or appliance of a Car shall be required to be changed or replaced, or in
the event that any additional or other equipment or appliance is required to be
installed on a Car in order to comply with such laws, rules or regulations, ARI
shall notify ARL that such Alteration is required and, ARL so instructs, at ARL’s
expense, shall make such alteration, change, replacement or addition. In addition,
promptly after ARI has notice that any laws, rules or regulations will or may
require an Alteration, ARI shall notify ARL whether ARI believes, in the exercise of
its good faith business judgment, that such law, rule or regulation should be
contested. |
1.1 | REPAIR SERVICE PAYMENTS. For Repair Services provided under this agreement by ARI, ARL will
pay for: |
i) | Materials and parts utilized in the performance of
these services. A) [*****] such materials or parts including inbound
freight, plus [*****] or B) if ARI manufactures such material or parts,
actual cost will be [*****], including inbound freight, plus [*****],
plus ii) labor costs at the, effective labor rate as adjusted by the
parties pursuant to the terms of section 1(a). iii) AAR repair work to
ARL’s cars will be billed at [*****]. |
ii) | Labor Rate effective April 16, 2011 is: [*****]
per hour, and [*****]. |
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
EXHIBIT B
AMERICAN RAILCAR LEASING LLC
AMERICAN RAILCAR LEASING LLC
FEES FOR TAX, ENGINEERING AND ADMINISTRATIVE SERVICES
Ad Valorem Tax Services, as described in Exhibit C, are provided at an annual cost of [*****].
Separation of cost responsibility on all ARL’s BRC’s at the shop level [*****].
Electronic status reports of ARL cars in ARI shops on a daily basis [*****].
Continue current month end cost summary, and cycle time reports.
All other Engineering and Administrative Services provided to ARL by ARI will be quoted on a
case-by-case basis as requested by ARL.
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
EXHIBIT C
AD VALOREM TAXES
Service to be provided for a fleet of approximately [*****] cars for a minimum period of 12 months.
Fee is to be on a flat monthly amount, to include all normal operating expenses. The only
additions would be for travel expense, and outsourced services, such as legal fees. These
additional services require prior approval of ARL. If car numbers fluctuate significantly during
the contract period, the annual fee, as established in Exhibit B for Tax Services, will be reviewed
by the parties, and adjusted.
Services
Services
• | Attend the regular meetings of the RSI, at your expense. |
• | Participate in various legal and legislative matters in conjunction with the RSI and
make recommendations to ARL that would be worthwhile to ARL to support financially. Any
travel required as the result of the participation of ARL in specific efforts would be
billed in addition to the monthly rent, after approval by ARL. |
• | Present obsolescence information, compile and present movement studies, protest and
correct assessor errors in order to assure that all tax amounts are fair and as small as
legally possible. Contest such assessments with the appropriate taxing jurisdictions and
appeal boards as necessary. |
• | Prepare and file all tax returns, in accordance with due dates, or revised due dates. |
• | Sign such tax returns, (with authorization given by ARL). |
• | Provide electronic copies of all tax returns to ARL. |
• | Review notice of assessed value in various states, request work papers if necessary and
check values for accuracy and reasonableness. Correct errors if found, and discuss
corrected values with assessors. If the assessed values are excessive, evaluate whether to
negotiate and/or protest. Contest such assessments with the appropriate taxing
jurisdictions and appeal boards as necessary. |
• | All tax bills should be mailed directly to the Tax Service Supplier. All payments are
to be processed and issued by the Tax Service Supplier in a timely manner. ARL will fund
the Tax Service Supplier prior to the Tax Service Supplier paying the tax bills. The Tax
Service Supplier will provide information in detail showing the payments made. |
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
The Tax Service Supplier will provide ARL, on an annual basis, with electronic copies of all
tax bills and cancelled checks.
Litigation
The Tax Service Supplier will represent ARL in any litigation of tax matters. Any such litigation
of tax
matters be it for ARL or part of a class action, must be agreed to by ARL in advance.
matters be it for ARL or part of a class action, must be agreed to by ARL in advance.
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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 confidential
material has been filed separately with the Securities and Exchange Commission.
EXHIBIT D
AMERICAN RAILCAR LEASING, LLC
As specified in Section 3 (b), TERM, the compensation due ARI for Services relating to the
termination of this Agreement shall be as follows:
a. | [*****] per hour, based on an eight (8) hour day. |
b. | All hours over eight (8) per day payable at the rate of [*****] per hour. |
c. | If travel is involved, ARL shall pay all reasonable travel, food, and lodging expenses. |
d. | For days involving travel only, a maximum of four (4) hours at the [*****] per
hour rate is chargeable, plus reasonable travel expenses. |
e. | Copies, facsimiles, magnetic media, and other office supplies will be charged
at ARI’s prevailing rate at the time of Services, which shall be consistent with
reasonable commercial rates. |
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