Trademark License Agreement Dated June 30, 2005

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. Lice ...