EQUITY AND ASSET PURCHASE AGREEMENT, BY AND AMONG, AMERICAN RAILCAR LEASING LLC, AMERICAN ENTERTAINMENT PROPERTIES CORP., AEP RAIL CORP., SMBC RAIL SERVICES LLC AND SUMITOMO MITSUI BANKING CORPORATION DATED AS OF DECEMBER 16, 2016Equity and Asset Purchase Agreement • December 19th, 2016 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Equity and Asset Purchase Agreement (this “Agreement”), dated as of December 16, 2016, is made by and among: (i) American Railcar Leasing LLC, a Delaware limited liability company (the “Company”), (ii) American Entertainment Properties Corp., a Delaware corporation (“AEPC”), (iii) AEP Rail Corp., a Delaware corporation and wholly-owned subsidiary of AEPC (“AEP Rail” and, collectively with AEPC, the “Sellers” and each, a “Seller”), (iv) SMBC Rail Services LLC, a Delaware limited liability company (“Buyer”), and (v) solely for the purposes of Articles I and XI, Sumitomo Mitsui Banking Corporation, a Japanese joint stock company and parent company of Buyer (the “Parent”). Sellers, the Company, Buyer and Parent are sometimes referred to herein collectively as the “Parties”.
