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ARI / ARL SERVICES SEPARATION AGREEMENT




     ARI / ARL SERVICES SEPARATION AGREEMENT (this “Services Separation Agreement”) made
this 30th day of March 2007, between AMERICAN RAILCAR INDUSTRIES, INC., a Delaware corporation
(“ARI”), and AMERICAN RAILCAR LEASING LLC, a Delaware limited liability company
(“ARL”), effective as of December 31, 2006 (the “Effective Date”).



RECITALS




     WHEREAS, ARI and ARL are parties to that certain Services Agreement dated as of April 1, 2005,
as amended June 30, 2005 (the “Transitional Services Agreement”), pursuant to which, among
other things (i) ARI provides ARL the ARI Services, which consist of Engineering Services and
Purchasing Services, as each such term is defined in the Transitional Services Agreement and (ii)
ARL provides ARI the ARL Services, which consist of Accounting and Finance Services, Employee
Compensation and Benefits Administration Services, Information Processing Services, Leasing
Services, Rent and Building Services, and Treasury Services, as each such term is defined in the
Transitional Services Agreement;



     WHEREAS, ARI and ARL each have developed, or are in the process of developing, the independent
ability to perform certain of the services currently performed for each such party by the other
under the Transitional Services Agreement; and



     WHEREAS, ARI and ARL desire to terminate certain of the services performed for each other
under the Transitional Services Agreement effective as of the Effective Date, and to otherwise
facilitate the termination of certain other remaining services under the Transitional Services
Agreement, in order to allow each such party to further separate its business from the other in
accordance with the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, ARI and ARL agree as
follows:



     1. Definitions. Unless otherwise defined herein, capitalized terms used in this
Services Separation Agreement shall have the meanings ascribed to such terms in the Transitional
Services Agreement and/or as the context shall require.



     2. Transitional Services Agreement.



          (a) ARI Services. The parties acknowledge and agree that the Term of and payment for
all of the ARI Services being provided by ARI to ARL pursuant to the Transitional Services
Agreement shall be terminated effective as of the Effective Date.



          (b) ARL Services. The parties acknowledge and agree that the Term of and payment for
all of the ARL Services being provided by ARL to ARI pursuant to the Transitional
Services Agreement, other than the Rent and Building Services, shall be terminated effective
as of the Effective Date.



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          (c) Rent and Building Services. The parties acknowledge that, in connection with the
Rent and Building Services, ARI currently pays a fee to ARL for use of ARI’s headquarters space,
which comprises a portion of office space leased by ARL from a third party lessor. All of the
space currently leased by ARL from the lessor is referred to herein as the “Space.” ARI and
ARL hereby covenant and agree: (i) to cooperate in good faith to restructure their leasing
arrangements with regard to the Space, as soon as reasonably practicable following the execution of
this Agreement, by entering into new leases, through the assignment of existing leases and/or
through other reasonable means (the “Lease Restructuring”); (ii) that the Term of the Rent
and Building Services provided by ARL to ARI under the Transitional Services Agreement shall be
terminated simultaneously with the effectiveness of the Lease Restructuring; and (iii) to take any
and all actions reasonably necessary to implement the foregoing. In connection therewith, ARL
hereby agrees to waive the six (6) month notice provision of Section 3.2(a) of the Transitional
Services Agreement with respect to the termination of the Term of the Rent and Building Services,
and acknowledges that the Rent and Building Services shall terminate simultaneously with the Lease
Restructuring.



          (d) Cooperation. Notwithstanding Sections 2(a) and 2(b) hereof, and subject to
Section 2(c) hereof, to the extent any ARI Services or ARL Services may be provided on a residual
basis after the Effective Date in order to achieve the orderly transition of services, each of ARI
and ARL hereby agrees to cooperate in good faith to effect the separation of the parties’
businesses contemplated hereby.



     3. Entire Agreement; Modification and Waiver. Except as expressly modified herein,
the terms of the Transitional Services Agreement remain in full force and effect. No provision of
this Services Separation Agreement may be waived, changed, altered, modified or amended in any
respect without a writing to that effect, signed by both of the parties hereto.



     4. Communications. All notices, requests, demands, consents, approvals, reports,
statements and other communications under this Services Separation Agreement shall be in writing
and shall be deemed to have been given (a) upon receipt when delivered by hand, overnight delivery
service or facsimile transmission with respect to which receipt has been acknowledged or (b) three
(3) business days after mailing, by registered or certified mail, postage prepaid, return receipt
requested or (c) upon delivery when delivered by email, and addressed to the party for whom
intended at the following addresses or such changed address as such parties may have fixed by
notice:


To ARL:



American Railcar Leasing LLC

100 Clark Street

St. Charles, Missouri 63301

Attention: Umesh Choksi, Chief Financial Officer

Telecopy no.: (636) 940-6044

Telephone no.: (636) 940-6000

Email: uchoksi@arleasing.com





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To ARI:



American Railcar Industries, Inc.

100 Clark Street

St. Charles, Missouri 63301

Attention: William P. Benac, Senior Vice President, Chief Financial Officer and Treasurer

Telecopy no.: (636) 940-6044

Telephone no.: (636) 940-6000

Email: wbenac@americanrailcar.com



provided, however, that any notice of change of address shall be effective only
upon receipt.




     5. Counterparts. This Services Separation Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



[Signature Page Follows]




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Executed as an instrument as of the date first above written.




	 	 	 	 	 
	 	AMERICAN RAILCAR LEASING LLC

 	 
	 	By:  	/s/ Umesh Choksi
 	 
	 	 	Name:  	Umesh Choksi 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 
	 	AMERICAN RAILCAR INDUSTRIES, INC.

 	 
	 	By:  	/s/ William P. Benac
 	 
	 	 	Name:  	William P. Benac 	 
	 	 	Title:  	Senior Vice President, Chief Financial Officer and Treasurer 	 
	 



The undersigned hereby agrees to

cooperate to effect the Lease

Restructuring:




	 	 	 	 	 
	ST. CHARLES PROPERTIES, a Missouri partnership

 	 
	By:  	/s/ James J. Unger 	 
	Name:  	James J. Unger 	 
	Title:  	General Partner 	 
	 




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