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”).
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”).
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.
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.
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.
FORM OF] AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 13th, 2005 • American Railcar Industries, Inc./De
AGREEMENT AND PLAN OF MERGER (“Agreement”) entered into this day of , 2005 between American Railcar Industries, Inc., a Missouri corporation (“Parent”), and American Railcar Industries, Inc., a Delaware corporation (“Subsidiary” and together with Parent, “Constituent Corporations”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2005 • American Railcar Industries, Inc./De • Delaware
EMPLOYMENT AGREEMENT dated as of December 1, 2005 (this “Agreement”), between American Railcar Industries, Inc., a Missouri corporation (the “Company”) and Mr. James A. Cowan (the “Employee”).
EXCHANGE AND REDEMPTION AGREEMENTExchange and Redemption Agreement • December 13th, 2005 • American Railcar Industries, Inc./De • New York
This Exchange and Redemption Agreement (this “Agreement”) as of June 30, 2005, among American Railcar Industries, Inc., a Missouri corporation (“ARI”), Hopper Investments, LLC, a Delaware limited liability company (“Hopper”), Highcrest Investors Corp., a Delaware corporation(“Highcrest”), Buffalo Investors Corp., a New York corporation (“Buffalo”, and together with Hopper and Highcrest, the “Holders”) and American Railcar Leasing, LLC, a Delaware corporation (“ARL”). All terms not otherwise defined herein shall have the meaning ascribed to such terms in the Operating Agreement (as defined below).
AMENDED AND RESTATED RAILCAR SERVICING AGREEMENT dated as of June 30, 2005 between AMERICAN RAILCAR LEASING LLC and AMERICAN RAILCAR INDUSTRIES, INC.Railcar Servicing Agreement • December 13th, 2005 • American Railcar Industries, Inc./De • New York
AMENDED AND RESTATED RAILCAR SERVICING AGREEMENT (this “Agreement”), dated as of June 30, 2005, between AMERICAN RAILCAR LEASING LLC, a Delaware limited liability company (“ARL”) and AMERICAN RAILCAR INDUSTRIES, INC., a Missouri corporation (“ARI”), effective as of April 1, 2005.
This Indenture of Lease, dated as of March 1, 2001Indenture of Lease • December 13th, 2005 • American Railcar Industries, Inc./De
Witnesseth: that ST. CHARLES PROPERTIES, a Missouri Partnership, having its principal place of bussiness at 26 Baxter Lane, Chesterfield, MO 63017 (the Landlord), hereby leases unto ACF INDUSTRIES, INCORPORATED
ASSIGNMENT AND ASSUMPTION, NOVATION AND RELEASEAssignment and Assumption, Novation and Release • December 13th, 2005 • American Railcar Industries, Inc./De • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 13th, 2005 • American Railcar Industries, Inc./De
In consideration and receipt of $2,832,323 ACF Industries, LLC shall sell and deliver to American Railcar Industries, Inc. certain machinery, equipment and leasehold improvements. These assets are identified as the machinery, equipment and leasehold improvements leased by Corbitt Manufacturing of American Railcar Industries, Inc. from ACF Industries, LLC.
INTEREST TRANSFER AGREEMENTInterest Transfer Agreement • December 13th, 2005 • American Railcar Industries, Inc./De • New York
This INTEREST TRANSFER AGREEMENT (as amended, modified and supplemented from time to time, the “Agreement”) dated as of June 30, 2005, effective as of January 1, 2005 (the “Effective Time”), between ACF INDUSTRIES HOLDING CORP., a corporation organized under the laws of the State of Delaware (the “Transferor), and AMERICAN RAILCAR INDUSTRIES, INC., a corporation organized under the laws of the State of Missouri (the “Transferee”).
Business Consultation Agreement For Engineering Services Between ACF Industries LLC And American Railcar Industries, Inc. As Of April 1, 2005American Railcar Industries, Inc./De • December 13th, 2005
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 “Company”), AND American Railcar Industries, Inc. whose address is 100 Clark Street, St. Charles, Missouri 63301 (referred to as the “Consultant”).
LOAN AGREEMENT Dated as of July 1, 1996 Between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JACKSON, MISSOURI AND AMERICAN RAILCAR INDUSTRIES, INC.Loan Agreement • December 13th, 2005 • American Railcar Industries, Inc./De
THIS LOAN AGREEMENT dated as of July 1, 1996, is between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JACKSON, 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.
