0000950135-06-000027 Sample Contracts

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ARTICLE I. DEFINITIONS
Loan and Security Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York
RECITALS:
Merger Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment
MULTI-YEAR PURCHASE AND SALE AGREEMENT
Multi-Year Purchase and Sale Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • 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.

UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT
Underwriting Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York
TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York

THIS TRADEMARK LICENSE AGREEMENT (hereinafter the “Agreement”) is made effective the 30th day of June, 2005 by and between American Railcar Industries, Inc., a Missouri corporation, having a place of business at 100 Clark Street, St. Charles, Missouri 63301 (hereinafter “Licensor”), and American Railcar Leasing LLC, a Delaware limited liability company, having a place of business at 620 North Second, St. Charles, Missouri 63301 (hereinafter “Licensee”).

EMPLOYEE BENEFIT PLAN AGREEMENT
Employee Benefit Plan Agreement • January 4th, 2006 • American Railcar Industries, Inc./De • Railroad equipment • New York

This Employee Benefit Plan Agreement (this “Agreement”) is dated as of December 1, 2005 (the “Effective Date”) between AMERICAN RAILCAR INDUSTRIES, INC., a Missouri corporation (“ARI”), and ACF INDUSTRIES LLC, a Delaware limited liability company and successor to ACF Industries, Incorporated, a New Jersey corporation (“ACF”).

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