##### 



AXIS, LLC
 Amended and Restated
Limited Liability Company Agreement
(as of January 25, 2008)
 Organized Under the Delaware Limited
Liability Company Act
 
 THE INTERESTS DESCRIBED AND REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT), OR ANY APPLICABLE STATE SECURITIES
LAWS (THE STATE ACTS) AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE
1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE 1933 ACT AND APPLICABLE
STATE ACTS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE
ACTS, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE COMPANY.




---



##### 



ARTICLE I ORGANIZATIONAL MATTERS; DEFINITIONS
    
    
    11.1
    
    Name
    
    
    11.2
    
    Continuation; Effective Date; Term
    
    
    11.3
    
    Registered Office; Place of Business; Agent
    
    
    11.4
    
    Intent to Supersede Act
    
    
    11.5
    
    Definitions
    
    
    11.6
    
    Authorized Person
    
    
    1ARTICLE II PURPOSE
    
    
    22.1
    
    Purpose
    
    
    2ARTICLE III MEMBERS; RIGHTS OF AND LIMITATIONS ON MEMBERS
    
    
    23.1
    
    Members; Guarantee of Obligations
    
    
    23.2
    
    Limitations on Members
    
    
    33.3
    
    By-laws
    
    
    33.4
    
    Title to Property
    
    
    33.5
    
    Payments of Individual Obligations
    
    
    33.6
    
    Members May Compete
    
    
    4ARTICLE IV BOARD OF DIRECTORS; EXECUTIVE COMMITTEE; RIGHTS, POWERS AND
DUTIES; VOTING; OTHER MATTERS CONCERNING MEMBERS
    
    
    44.1
    
    Management of the Company
    
    
    44.2
    
    Board of Directors
    
    
    44.3
    
    Executive Committee
    
    
    54.4
    
    Executive Committee Voting; Meeting
    
    
    54.5
    
    Required Approvals of Executive Committee
    
    
    64.6
    
    Appointment of Officers; Delegation of Authority
    
    
    84.7
    
    Exculpation of Members and Representative
    
    
    84.8
    
    Resignation and Removal of Representative; Vacancies
    
    
    84.9
    
    Tax Elections; Tax Matters Member
    
    
    8ARTICLE V RIGHTS, POWERS AND DUTIES OF OFFICERS
    
    
    95.1
    
    Officers
    
    
    95.2
    
    Rights and Responsibilities of Officers
    
    
    105.3
    
    Salaries
    
    
    12ARTICLE VI BUY-SELL RIGHTS; RIGHT OF FIRST REFUSAL
    
    
    126.1
    
    Offer to Buy-Sell
    
    
    126.2
    
    Right of First Refusal
    
    
    13ARTICLE VII COMPANY CAPITAL; ADVANCES BY MEMBERS
    
    
    147.1
    
    Capital Contributions
    
    
    147.2
    
    Additional Capital Contributions
    
    
    14
 -i-




---



##### 



7.3
    
    No Return of Contributions
    
    
    157.4
    
    No Partition of Company Property
    
    
    15ARTICLE VIII FISCAL YEAR; ACCOUNTING; ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS
    
    
    158.1
    
    Fiscal Year
    
    
    158.2
    
    Method of Accounting
    
    
    158.3
    
    Maintenance of Capital Accounts
    
    
    158.4
    
    Allocation of Profits and Losses
    
    
    168.5
    
    Distribution of Net Cash Flow
    
    
    178.6
    
    Definition of Net Cash Flow
    
    
    188.7
    
    Liability of Member for Return of Distribution
    
    
    18ARTICLE IX TRANSFER OF COMPANY INTERESTS
    
    
    189.1
    
    No Transfer of Company Interest
    
    
    189.2
    
    Compliance with Securities Act of 1933
    
    
    199.3
    
    Transfer of Interest to Affiliates
    
    
    199.4
    
    Transfer of Interest in Connection with Sale of Member
    
    
    199.5
    
    Admission of Transferee as Substituted Member
    
    
    199.6
    
    Allocations and Distributions with Respect to Transferred Interests
    
    
    209.7
    
    Transfers that Would Cause Termination Prohibited
    
    
    20ARTICLE X WITHDRAWAL, BANKRUPTCY OR LIQUIDATION OF MEMBERS
    
    
    2010.1
    
    Withdrawal of Member
    
    
    2010.2
    
    Bankruptcy, Liquidation of a Member
    
    
    2010.3
    
    Bankruptcy of Member
    
    
    20ARTICLE XI TERMINATION, DISSOLUTION AND LIQUIDATION OF THE COMPANY
    
    
    2111.1
    
    Events of Dissolution
    
    
    2111.2
    
    Liquidation
    
    
    2111.3
    
    Election of Liquidating Trustee
    
    
    2111.4
    
    Statements
    
    
    22ARTICLE XII AMENDMENT OF THE AGREEMENT
    
    
    2212.1
    
    Ordinary Course Amendments
    
    
    2212.2
    
    Other Amendments
    
    
    22ARTICLE XIII TAX PROVISIONS
    
    
    2213.1
    
    Allocations Required by Treasury Regulations
    
    
    2213.2
    
    Rules of Application
    
    
    2413.3
    
    Rules Concerning Calculations of Profits and Losses and CodeSection 704(c) Tax Allocations
    
    
    24
 -ii-




---



##### 



ARTICLE XIV ADDITIONAL COVENANTS; OTHER AGREEMENTS
    
    
    2614.1
    
    Confidentiality; Trade Secrets; Use of Names, Etc
    
    
    2614.2
    
    Supply Agreement
    
    
    2614.3
    
    Marketing Agreement
    
    
    2614.4
    
    Press Release
    
    
    2614.5
    
    Sourcing Additional Axles
    
    
    26ARTICLE XV INDEMNIFICATION
    
    
    2615.1
    
    Indemnification as to Actions or Omissions in Companys Business
    
    
    2615.2
    
    Cross Indemnification
    
    
    2715.3
    
    Procedure for Indemnification
    
    
    2715.4
    
    Survival
    
    
    28ARTICLE XVI DEFAULT AND REMEDIES
    
    
    2816.1
    
    Defaults
    
    
    2816.2
    
    Remedies
    
    
    28ARTICLE XVII MISCELLANEOUS
    
    
    2817.1
    
    Notices
    
    
    2817.2
    
    Governing Law
    
    
    2817.3
    
    Business Practices
    
    
    2917.4
    
    Counterparts
    
    
    2917.5
    
    Language Conventions; Captions
    
    
    2917.6
    
    Entire Agreement
    
    
    2917.7
    
    Provisions Severable
    
    
    2917.8
    
    Binding Agreement
    
    
    2917.9
    
    Further Action
    
    
    2917.10
    
    Waivers
    
    
    30Schedule A, List of Members, Addresses, Etc.Appendix A, DefinitionsExhibit A, Supply AgreementExhibit B, Marketing Agreement
 -iii-




---



##### 



AXIS, LLC
 Amended and Restated
Limited Liability Company Agreement
 Agreement et. seq., Act
 ARTICLE I
ORGANIZATIONAL MATTERS; DEFINITIONS
 Name Company
 Continuation; Effective Date; Term Effective Date
 Registered Office; Place of Business; Agent
 Intent to Supersede Act
 Definitions
 Authorized Person Certificate
 -1-




---



##### 



ARTICLE II
PURPOSE
 Purpose Facility Business
 ARTICLE III
MEMBERS; RIGHTS OF AND LIMITATIONS ON MEMBERS
 Members; Guarantee of Obligations ARI Member ASF
Member Initial Members New Member Members
   -2-




---



##### 



Limitations on Members
     provided that
  By-laws
 Title to Property
 Payments of Individual Obligations
 -3-




---



##### 



Members May Compete
 ARTICLE IV
BOARD OF DIRECTORS;
EXECUTIVE COMMITTEE;
RIGHTS, POWERS AND DUTIES; VOTING;
OTHER MATTERS CONCERNING MEMBERS
 Management of the Company Executive Committee
 Board of Directors
    -4-




---



##### 



Executive Committee
 Representative Representatives ARI Representative ASF Representative
  Executive Committee Voting; Meeting
   -5-




---



##### 



Required Approvals of Executive Committee
         -6-




---



##### 



Approved Bank
 -7-




---



##### 



Appointment of Officers; Delegation of Authority
 Exculpation of Members and Representative
 Resignation and Removal of Representative; Vacancies
   Tax Elections; Tax Matters Member Tax Matters
Member Code Treasury Regulations Treas. Reg.
 -8-




---



##### 



IRS
      -9-




---



##### 



ARTICLE V
RIGHTS, POWERS AND DUTIES OF OFFICERS
 Officers Officers
 Rights and Responsibilities of Officers
         -10-




---



##### 



Budget
 -11-




---



##### 



Construction Budget
  Salaries
 ARTICLE VI
BUY-SELL RIGHTS; RIGHT OF FIRST REFUSAL
 Offer to Buy-Sell
 Initiating Member Non-Initiating Member Buy-Sell Offer
  -12-




---



##### 



Selling Member Purchasing
Member
 Right of First Refusal Offering Member
 Sale Notice Offered Units
  -13-




---



##### 



Availability Notice Available Units
 pro rata
 pro rata pro rata
  ARTICLE VII
COMPANY CAPITAL; ADVANCES BY MEMBERS
 Capital Contributions pro rata Capital Contributions
 -14-




---



##### 



Additional Capital Contributions pro rata pro rata
 No Return of Contributions
 No Partition of Company Property
 ARTICLE VIII
FISCAL YEAR; ACCOUNTING; ALLOCATION OF PROFITS AND
LOSSES; DISTRIBUTIONS
 Fiscal Year Fiscal Year
 -15-




---



##### 



Method of Accounting
 Maintenance of Capital Accounts Capital Account c m provided however
 Allocation of Profits and Losses
 Percentage Interests Units
  -16-




---



##### 



Profits Losses i m 4 Depreciation
 Distribution of Net Cash Flow
 first
 second
 -17-




---



##### 



thereafter
   Definition of Net Cash Flow Net Cash Flow
     Liability of Member for Return of Distribution
 ARTICLE IX
TRANSFER OF COMPANY INTERESTS
 No Transfer of Company Interest Transfer ab initio
 -18-




---



##### 



provided that
 Compliance with Securities Act of 1933
 Transfer of Interest to Affiliates
 Transfer of Interest in Connection with Sale of Member
 Admission of Transferee as Substituted Member provided that
 -19-




---



##### 



Allocations and Distributions with Respect to Transferred Interests
 Transfers that Would Cause Termination Prohibited
 ARTICLE X
WITHDRAWAL, BANKRUPTCY OR LIQUIDATION
OF MEMBERS
 Withdrawal of Member
 Bankruptcy, Liquidation of a Member
 -20-




---



##### 



Bankruptcy of Member
 ARTICLE XI
TERMINATION, DISSOLUTION AND LIQUIDATION OF THE
COMPANY
 Events of Dissolution
 Liquidation
 Liquidating Members
       -21-




---



##### 



Election of Liquidating Trustee Liquidating Trustee
 Statements
 ARTICLE XII
AMENDMENT OF THE AGREEMENT
 Ordinary Course Amendments
     Other Amendments
 ARTICLE XIII
TAX PROVISIONS
  Allocations Required by Treasury Regulations
  -22-




---



##### 



Minimum Gain
 Member Nonrecourse Debt Minimum Gain Member Nonrecourse
Debt
 d 4 5 6 d Adjusted Capital
Account Balance d 4 5 6
 Nonrecourse
Deductions
 -23-




---



##### 



Nonrecourse Liability
 Member Nonrecourse Deductions
 Rules of Application
     -24-




---



##### 



Rules Concerning Calculations of Profits and Losses and Code Section 704(c) Tax
Allocations
 Carrying Value (e) (f)
  de minimis
 de minimis
 g
 f
    -25-




---



##### 



ARTICLE XIV
ADDITIONAL COVENANTS; OTHER AGREEMENTS
 Confidentiality; Trade Secrets; Use of Names, Etc
 Supply Agreement
 Marketing Agreement
 Press Release
 Sourcing Additional Axles
 -26-




---



##### 



ARTICLE XV
INDEMNIFICATION
 Indemnification as to Actions or Omissions in Companys Business Indemnitees Claims
 Cross Indemnification Breaching Member provided however
 Procedure for Indemnification
   -27-




---



##### 



Survival
 ARTICLE XVI
DEFAULT AND REMEDIES
 Defaults
   Remedies
   -28-




---



##### 



ARTICLE XVII
MISCELLANEOUS
 Notices
 Governing Law
 Business Practices
 Counterparts
 Language Conventions; Captions
 Entire Agreement
 Provisions Severable
 -29-




---



##### 



Binding Agreement
 Further Action
 Waivers
  -30-




---



##### 



IN WITNESS WHEREOF
 ARI MEMBER:
ARI COMPONENT VENTURE LLCBy:

/s/
James J. UngerName:
    James J. UngerTitle:
    PresidentASF MEMBER:
ASF-KEYSTONE, INC.By:

/s/
John Wories, Jr.Name:
    John Wories, Jr.Title:
    President  AMERICAN RAILCAR INDUSTRIES, INC.By:
    James J. UngerName:
    James J. UngerTitle:
    PresidentAMSTED INDUSTRIES INCORPORATEDBy:

/s/
Stephen R. SmithName:
    Stephen R. SmithTitle:
    Vice President -31-




---



##### 



APPENDIX A
  1933 Act .
 ARI Member
 Act
 Adjusted Capital Account Balance
 Affiliate
 Agreement
 Approved Bank
 ASF Member
 ASF Representative
 Availability Notice
 Available Units
 Breaching Member
 Budget
 Business
 Buy-Sell Offer
 Capital Account
 Carrying Value
 Capital Contributions
 Certificate
 Claims
 App-1




---



##### 



Code
 Company
 Construction Budget
 Depreciation
 Effective Date
 Executive Committee
 Facility
 Fiscal Year
 Indemnitees
 Initial Member
 Initiating Member
 IRS
 Liquidating Member
 Liquidating Trustee
 Losses
 Member Nonrecourse Debt
 Member Nonrecourse Debt Minimum Gain
 Member Nonrecourse Deductions
 Members
 Minimum Gain
 Net Cash Flow
 New Member
 Non-Initiating Member
 App-2




---



##### 



Nonrecourse Deductions
 Nonrecourse Liability
 Offered Units
 Offering Member
 Officers
 Percentage Interests
 Person
 Profits
 Purchasing Member
 Representative
 Sale Notice
 Selling Member
 Tax Matters Member
 Transfer
 Treasury Regulations Treas. Reg.
 Units
 App-3