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.
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.
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. BenacEmployment 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.
EXECUTION COPYEmployment Agreement • November 23rd, 2005 • American Railcar Industries, Inc. • 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.
