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”).
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”).
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.
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”).
