ILLINOIS; PROVIDED THAT NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF ILLINOIS. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
15.20. WAIVER OF JURY TRIAL.
EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
[signature pages follow]
-81-
The parties hereto have caused this Agreement to be duly executed and delivered
by their duly authorized officers as of the date first set forth above.
AXIS, LLC
By:
/s/ James J. Unger
Title:
Representative of the Executive Committee
Signature Page to Credit Agreement
LASALLE BANK NATIONAL ASSOCIATION, as Administrative
Agent, as Issuing Lender and as a Lender
By:
/s/ Stefan Loeb
Title:
Vice President
Signature Page to Credit Agreement
THE CIT GROUP/EQUIPMENT FINANCING, INC., as a Lender
By:
/s/ Angela Harmon
Title:
Senior Director
Signature Page to Credit Agreement
FIRST BANK, as a Lender
By:
/s/ Edward L. Dehner
Title:
Assistant Vice President
Signature Page to Credit Agreement
ANNEX A
LENDERS AND PRO RATA SHARES
Revolving
Commitment
Term Loan
Lender
Amount
Pro Rata Share/
Commitment
Pro Rata Share/
LaSalle Bank National Association
$ 3,333,333.34*/
33.333333334 %
$ 20,000,000.00
33.333333334 %
The CIT Group/Equipment Financing, Inc.
$ 3,333,333.33
33.333333333 %
$ 20,000,000.00
33.333333333 %
First Bank
$ 3,333,333.33
33.333333333 %
$ 20,000,000.00
33.33333333 %
TOTALS
$ 10,000,000.00
100 %
$ 60,000,000.00
100 %
*/
Includes Swing Line Commitment Amount of $2,000,000.
Annex A
ANNEX B
ADDRESSES FOR NOTICES
AXIS, LLC
c/o American Railcar Industries, Inc.
100 Clark Street
St. Charles, Missouri 63301
Attention: Michael Obertop
Telephone: (636) 940-6054
Facsimile: (636) 940-5032
LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a
Lender
Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance
135 South LaSalle Street
Chicago, Illinois 60603