License Agreement

Exhibit 10.3 LICENSE AGREEMENT THIS AGREEMENT, dated as of October 1, 1994, by and between American Railcar Industries, Inc., a Missouri corporation (" ARI" ) and ACF Industries, Incorporated, a New Jersey corporation (" Licensee" ).W I T N E S S E T H: WHEREAS, ARI and the Licensee have entered into an Asset Transfer Agreement dated as of October 1, 1994 (the " Transfer Agreement" ), whereby the Licensee has agreed to transfer, and ARI has agreed to buy, certain assets used by the Licensee in the manufacture of railcar parts and the repair and refurbishment of railcars, including, without limitation, formulae, patents, trademarks, trade secrets and other technical knowledge owned by the Licensee which specifically and exclusively relate to the Business; WHEREAS, a condition of the transactions contemplated by the Transfer Agreement is the execution by ARI and the Licensee of this License Agreement pursuant to which ARI will license back to Licensee the use of the patents, technical information and procedures and know-how transferred to ARI pursuant to the Transfer Agreement;


WHEREAS, the Licensee wishes to obtain a license for such technical information and procedures upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1. DEFINITIONS . For the purposes of this License Agreement, the terms set forth herein shall be defined as follows: (a) " Licensed Information" shall mean the formula, patents, trade secrets and other technical knowledge owned by the Licensee prior to the Effective Date of the Transfer Agreement and transferred to ARI pursuant to thereto which have been or could be used by the Licensee . and/or ARI in the conduct of the Business and w ...