exv10w32



 




Exhibit 10.32



TRADEMARK LICENSE AGREEMENT



     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”).



     WHEREAS, Licensor is in the railcar manufacturing, maintenance and fleet management services
business and Licensee is in the railcar leasing and sales business;



     WHEREAS, Licensor and Licensee are independent going concerns that from time to time transact
business with each other;



     WHEREAS, Licensor currently provides railcar repair and maintenance services and fleet
management services to Licensee;



     WHEREAS, Licensor is the owner of the trademarks, as depicted on Exhibit A, attached
hereto, including any and all trade names and tradedress associated therewith, and of the goodwill
represented thereby, as well as various U.S. and international trademark registrations for certain
variations of the trademarks (hereinafter the “Trademarks”); and



     WHEREAS, it is the desire and intention of the parties that Licensee be permitted to use
certain variations of the Trademarks (hereinafter the “Licensed Trademarks”) pursuant to the terms
of this Agreement.



     NOW, THEREFORE, in consideration of the promises and covenants contained herein and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:



     1. LICENSE.



          (a) Subject to the terms of this Agreement, Licensor grants Licensee a perpetual, worldwide,
nonexclusive right to use the Licensed Trademarks, under the conditions set forth in this
Agreement, for the following goods and services: “the operation of and products associated with
operating a railcar leasing business” (hereinafter the “Goods and Services”).




          (b) Upon the terms and subject to the conditions set forth in this Agreement, the license
grant herein includes Licensee’s right to sublicense wholly-owned subsidiaries of Licensee engaged
exclusively in the business of railcar leasing and only in connection with the Goods and Services.




 









 








     2. QUALITY OF GOODS AND SERVICES. Licensee shall use the Licensed Trademarks only
with the quality and standards as approved by Licensor, from time to time, with the Goods and
Services.



     3. PAYMENTS. In consideration for the license granted herein, Licensee agrees to pay
Licensor an annual fee of $1000.00 for use of the Licensed Trademarks in connection with the Goods
and Services.



     4. INSPECTION. Upon prior written notice, Licensee will permit duly authorized
representatives of Licensor to inspect on the premises of Licensee at all reasonable times the
Goods and Services in connection with which Licensee uses or intends to use the Licensed
Trademarks, and Licensee shall upon reasonable request of Licensor submit to the Licensor, or to
its duly authorized representatives, representative samples of the Goods and Services which it
sells or intends to sell under the Licensed Trademarks for the purpose of ascertaining or
determining compliance with paragraphs 1 and 2 hereof.



     5. OWNERSHIP OF LICENSED TRADEMARKS. Licensee acknowledges that Licensor is the owner
or has the rights to all the Licensed Trademarks, and Licensee agrees not to contest or object to
the ownership or validity of such Licensed Trademarks at anytime. Licensee further acknowledges
that the Licensed Trademarks are good and valid, that Licensee has no rights therein except those
set forth herein, that Licensee will not contest the ownership or validity of any rights of
Licensor in the Licensed Trademarks or registrations thereof, and that Licensee will not do or
cause to be done anything that might impair Licensor’s rights in and to the Licensed Trademarks.
Licensee undertakes to comply substantially with all laws pertaining to trademarks in force at any
time in any jurisdiction, including but not limited to marking requirements under federal, state or
foreign law. Licensee agrees to comply with any reasonable requirements established by Licensor
concerning the style, design, display and use of the Licensed Trademarks, and, as appropriate, to
use correctly the trademark symbol TM or registration symbol ®.



     6. EXTENT OF LICENSE. This Agreement, and in particular the right granted under
paragraph 1, shall not be transferable or assignable without Licensor’s prior written consent,
which shall not be unreasonably withheld. Licensor shall have the right to use the Licensed
Trademarks and to license its uses to any third party for any purpose including maintaining and
protecting its trademark rights; provided, however, Licensor shall not license the Licensed
Trademarks to any other third party in the railcar leasing business.



     7. POLICING OF LICENSED TRADEMARKS. Licensee agrees to inform Licensor of the use of
any other trademarks similar to the Licensed Trademarks and any potential infringements of the
Licensed Trademarks which come to its attention during the term of this Agreement.



     8. MAINTENANCE OF LICENSED TRADEMARKS. Licensor will use its best efforts to register
and maintain, or cause to be registered and maintained, the Licensed Trademarks in the particular
jurisdictions to enable the Goods and Services to be distributed and sold under the Licensed
Trademarks as provided herein.



			
	 	 	 
	 
	Trademark License

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     9. INDEMNITY. Licensor in its capacity as licensor of the Licensed Trademarks assumes
no liability to Licensee or third parties with respect to the performance characteristics or other
qualities or conditions of the Goods and Services distributed or sold by Licensee under the
Licensed Trademarks, and Licensee will indemnify Licensor against losses incurred through claims
of third persons against Licensor involving the production, distribution, or sale of Licensee’s
Goods and Services.



     10. LITIGATION. In the event Licensee is named as defendant in any action based on
its use of the Licensed Trademarks, Licensee agrees to immediately notify Licensor, and Licensor
shall have the right, but not the obligation, to intervene in any such action and to control and
direct the defense thereof, including the right to select defense counsel and the obligation to pay
defense counsel fees.



     11. TERM AND TERMINATION. This Agreement shall remain in full force and effect,
unless Licensee fails to comply with any provision of this Agreement, whereupon Licensor may
terminate the Agreement upon not less than ninety (90) days written notice to Licensee, but if
Licensee corrects such default during the notice period, the notice shall be of no further force or
effect.



     Upon termination of this Agreement in any manner, Licensee shall within six (6) months thereof
cease all use of the Licensed Trademarks, including but not limited to removing the Licensed
Trademarks from any Goods and Services still in its possession; changing its corporate or trade
name to exclude the Licensed Trademarks or any similar trademark, if it is included; delivering up
to Licensor or its duly authorized representatives all material and papers upon which the Licensed
Trademarks appears; and not thereafter adopting or using any trademark which is similar to or
likely to be confusing with the Licensed Trademarks.



     12. INTEGRATION AND MODIFICATION. This Agreement represents the entire understanding
of the parties with respect to its subject matter and supersedes any prior or contemporaneous
written or oral communications. No amendment to this Agreement will be effective unless in writing
and signed by both parties.



     13. RELATIONSHIP OF LICENSOR AND LICENSEE. Nothing contained herein shall be
construed to place Licensor or Licensee in any agency, partnership, or joint venture relationship.
Nothing in this Agreement shall authorize Licensor or Licensee to make any contract, agreement,
warranty or representation on behalf of the other or to incur any debt or other obligation in the
other’s name. Neither Licensor nor Licensee shall assume liability for, or be deemed liable
hereunder as a result of, any such action, or by reason of any act or omission of any of such
others, or any claim or judgment arising therefrom.



			
	 	 	 
	 
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          14. ENFORCEMENT AND GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York and any applicable federal laws of the United States of America, without
regard to principles of conflicts of law or choice of law. Licensee acknowledges that irreparable
injury might result to the business and property of Licensor in the event of a breach of this
Agreement, and, therefore, agrees that the Agreement may be enforced by injunction, specific
performance, or other appropriate legal or equitable remedies. If any provision of this Agreement
is deemed unenforceable, the enforceability of the rest of this Agreement will not be affected; and
any provision deemed unenforceable as written may be modified by judicial decree so that such
provision is enforceable.




          15. WAIVER. The waiver by either party of a breach of a provision of this Agreement
shall not operate or be construed to invalidate the balance of the provisions contained in this
Agreement, which shall continue to remain in effect.




Remainder of Page Left Intentionally Blank




			
	 	 	 
	 
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     IN WITNESS WHEREOF, Licensor has caused this Trademark License Agreement to be executed
as a sealed instrument as of the date first stated above by its officer thereunto duly authorized.



	 	 	 	 	 
	 	 	AMERICAN RAILCAR INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ William Benac
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name: William Benac

Title: CFO

Date: December 21, 2005






STATE OF MISSOURI

COUNTY OF: ST. CHARLES




     In
said County and State, before me this 21st day of December 2005, personally appeared
William Benac of American Railcar Industries, Inc., known to me to be the person whose name is
subscribed to the foregoing assignment and he acknowledged that he executed the same as an officer
of American Railcar Industries, Inc. as a free act and deed for the purposes therein contained.



/s/
Donna Garza


Donna Garza

Notary Public

My commission expires: 5/20/06



			
	 	 	 
	 
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     IN WITNESS WHEREOF, Licensee has caused this Trademark License Agreement to be executed as a
sealed instrument as of the date first stated above by its authorized signatory thereunto duly
authorized.



	 	 	 	 	 
	 	 	AMERICAN RAILCAR LEASING LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ James J. Unger
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name: James J. Unger,
authorized signatory

Date: December 20, 2005






STATE OF MISSOURI

COUNTY OF: ST. CHARLES




     In
said County and State, before me this 20th day of
December 2005, personally appeared James J. Unger, as authorized
signatory of American Railcar Leasing LLC, known to me to be the person
whose name is subscribed to the foregoing assignment and he acknowledged that he executed the same
as a free act and deed for the purposes therein contained.



/s/
Donna Garza
Donna Garza

Notary Public
My commission expires: 5/20/06




			
	 	 	 
	 
	Trademark License

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EXHIBIT A




TRADEMARKS




	 	 	 	 	 	 	 
	 	 	Registration No.	 	 	 	 
	Federal Trademarks	 	Country	 	Registration Date	 	Licensed Trademarks
	

	 	2,614,206

United States
	 	September 3, 2002
	 	Diamond shaped
portion of
Trademark
	 
	 	 	 	 	 	 
	ARI Diamond Logo

	 	TMA 559,830

Canada
	 	April 3, 2002
	 	Diamond shaped
portion of
Trademark
	 
	 	 	 	 	 	 
	ARI Diamond Logo

	 	701276

Mexico
	 	May 31, 2001
	 	Diamond shaped
portion of
Trademark






	 	 	 	 	 	 	 
	Common Law	 	 	 	 	 	 
	Trademarks	 	Registration Number	 	Registration Date	 	Licensed Trademarks
	“American Railcar”

	 	N/A
	 	N/A
	 	“American Railcar”
	 
	 	 	 	 	 	 
	

	 	N/A
	 	N/A
	 	Diamond shaped
portion of
Trademark






			
	 	 	 
	 
	Trademark License

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