0001193125-13-103407 Sample Contracts

PURCHASING AND ENGINEERING SERVICES AGREEMENT AND LICENSE
Purchasing and Engineering Services Agreement and License • March 12th, 2013 • American Railcar Industries, Inc. • Railroad equipment • New York

THIS PURCHASING AND ENGINEERING SERVICES AGREEMENT AND LICENSE (this “Agreement”), is entered this January 7, 2013 (the “Agreement Date”), between ACF Industries, LLC, a limited liability company organized under the laws of Delaware (“Manufacturer”), and American Railcar Industries, Inc., a corporation incorporated under the laws of North Dakota (“ARI”). ARI and Manufacturer are collectively referred to herein as “Parties”, in singular or plural usage, as required by context.

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 12th, 2013 • American Railcar Industries, Inc. • Railroad equipment

This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of the 18th day of December, 2012, and is by and among ARI COMPONENT VENTURE LLC, a Delaware limited liability company (in its capacity as Co-Administrative Agent for all Lenders, “ARI Co-Administrative Agent”), AMSTED RAIL COMPANY, INC., a Delaware corporation and successor to ASF-Keystone, Inc. (in its capacity as Co-Administrative Agent for all Lenders, “Amsted Co-Administrative Agent” and, together with ARI Co-Administrative Agent, collectively, the “Administrative Agent”), the undersigned Lenders and AXIS OPERATING COMPANY LLC, a Delaware limited liability company (“Borrower”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 12th, 2013 • American Railcar Industries, Inc. • Railroad equipment • New York

This Amendment to the Credit Agreement (this “Amendment”), is dated as of February 15, 2013, by and among FIFTH THIRD BANK, an Ohio banking corporation, as the administrative agent for Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and LONGTRAIN LEASING I, LLC, a Delaware limited liability company (“Borrower”).

CONTRIBUTION AND SALE AGREEMENT between and among AMERICAN RAILCAR INDUSTRIES, INC., and LONGTRAIN LEASING I, LLC Dated as of December 20, 2012
Contribution and Sale Agreement • March 12th, 2013 • American Railcar Industries, Inc. • Railroad equipment • New York

THIS CONTRIBUTION AND SALE AGREEMENT is made as of December 20, 2012 (this “Agreement”) by and among AMERICAN RAILCAR INDUSTRIES, INC., a North Dakota corporation (the “Seller”) and LONGTRAIN LEASING I, LLC, a Delaware limited liability company (the “Purchaser”).

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