Amended And Restated Services Agreement

Exhibit 10.12 SERVICES AGREEMENT This AMENDED AND RESTATED SERVICES AGREEMENT is dated as of June 30, 2005 (this " Services Agreement" ) between AMERICAN RAILCAR INDUSTRIES, INC., a Missouri corporation (" ARI" ) and AMERICAN RAILCAR LEASING LLC, a Delaware limited liability company (" ARL" ). W I T N E S S E T H : WHEREAS, ARI and ARL entered into that certain Services Agreement, dated as of April 1, 2005 (the " Original Agreement" ) whereby ARI retained ARL to provide certain administrative services, and ARL retained ARI to provide certain purchasing and engineering services; WHEREAS, ARI and ARL desire to amend the Original Agreement in order that ARL will provide ARI with access to its Accounting and Finance Services, as set forth in Section 5(g); NOW, THEREFORE, the parties hereto, desiring legally to be bound, agree as follows: 1. Definitions and Rules of Interpretation . 1.1. Definitions . As used herein, the following terms shall have the following meanings: " Accounting and Finance Services" means the services described in Part 1 of Schedule A. " Affiliate" of any Person means any individual, corporation, partnership, joint venture, association or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, " control," when used with respect to any person, means the power to direct the management or policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. The terms " controlling" and " controlled" have the meanings correlative to the foregoing. " Agreement" shall have the meaning set forth in the preamble hereof. " ARI" shall have the meaning set forth in the preamble hereof. " ARI Services" means Engineering Services and Purchasing Services, and any one of them, an " ARI Service." " ARL" shall have the meaning set forth in the preamble hereof.


" ARL Services" means Accounting and Finance Services, Employee Compensation and Benefits Administration Services, Information Processing Services, Leasing Services, Rent and Building Services, and Treasury Services, and any one of them, an " ARL Service." " Business Day" means each day that is neither a Saturday, Sunday nor other day on which banking institutions or trust companies in New York, New York are legally authorized or required to close. " Employee Compensation and Benefits Administration Services" means the services described in Part 2 of Schedule A. " Engineering Services" means the services described in Part 1 of Schedule B. " Event of Default" shall have the meaning set forth in Section 8.1. " Fees" shall have the meaning set forth in Section 7.1. " Information Processing Services" means the services described in Part 3 of Schedule A. " Leasing Services" means the services described in Part 4 of Schedule A. " Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or other entity, or governmental authority. " Purchasing Services" means the services described in Part 2 of Schedule B. " Rent and Building Services" means the services described in Part 5 of Schedule A. " Services" means the ARI Services and the ARL Services, and any one of them, a " Service." " Term" means the term of the respective obligations of ARI and ARL hereunder, commencing as of the date hereof and continuing until terminated in accordance with the terms and provisions set forth herein. " Treasury Services" means the services described in Part 6 of Schedule A. 1.2. Rules of Interpretation . For purposes of this Agreement, unless otherwise specified herein: (i) accounting terms used and not specifically defined therein shall be construed in accordance with generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants acting through its Accounting

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Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof consistently applied as to the party in question; (ii) the term " including" means " including without limitation," and other forms of the verb " to include" have correlative meanings; (iii) references to any Person include such Person' s permitted successors (and references to any governmental authority include any Person succeeding to such governmental authority' s functions); (iv) in the computation of a period of time from a specified date to a later specified date, the word " from" means " from and including" and the words " to" and " until" each means " to but excluding" ; (v) " month" means a calendar month and " year" means a calendar year unless specifically noted otherwise; (vi) the words " hereof" , " herein" and " hereunder" and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (vii) the term " or" means " and/or" , as applicable; (viii) the meanings of defined terms are equally applicable to the singular and plural forms of such defined terms; (ix) references to " Section" or " Schedule" herein are references to Sections in and Schedules to this Agreement; (x) the various captions (including any table of contents) are provided solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement; (xi) references to any statute or regulation refer to that statute or regulation as amended from time to time, and include any successor statute or regulation of similar import; and (xii) all references to any contract, document or agreement shall mean such contract, document or agreement as amended, supplemented, restated and otherwise modified and in effect from time to time. 2. Engagement . 2.1. Engagement of ARL . ARI hereby engages ARL to provide the ARL Services to and on behalf of ARI on the terms and conditions set forth herein, and ARL hereby accepts such engagement. In this regard, ARL will act as an independent contractor on behalf of ARI and not as an agent or employee of ARI or any other Person.

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2.2. Engagement of ARI . ARL hereby engages ARI to provide the ARI Services to and on behalf of ARL on the terms and conditions set forth herein, and ARI hereby accepts such engagement. In this regard, ARI will act as an independent contractor on behalf of ARL and not as an agent or employee of ARL or any other Person. 3. Term . 3.1. Duration of Term . The Term of each of the ARL Services and the ARI Services shall commence as of the date hereof and shall continue until December 31, 2007 unless terminated on an earlier date by ARL or ARI in accordance with the terms and conditions set forth herein. The obligations of ARL and ARI hereunder arising during the Term, or as may otherwise be specifically provided for in this Agreement, shall survive the expiration or earlier termination of the Term. 3.2. Elective Termination of Services . (a) ARI, in its sole discretion, may terminate the Term with respect to any or all of the ARL Services by six (6) months' prior notice to ARL, which termination shall be effective as of the date as such notice may specify, and upon the effective date of any such termination ARI shall no longer be responsible for the payment of any Fees or other expenses associated with such terminated ARL Services. (b) ARL, in its sole discretion, may terminate the Term with respect to any or all of the ARI Services by six (6) months' prior notice to ARI, which termination shall be effective as of the date as such notice may specify, and upon the effective date of any such termination ARL shall no longer be responsible for the payment of any Fees or other expenses associated with such terminated ARI Services. 3.3. Performance of Services . (a) In each case when ARI is able to perform any ARL Service without assistance from ARL, ARI shall promptly terminate ARL' s provision of such ARL Service pursuant to Section 3.2(a). (b) In each case when ARL is able to perform any ARI Service without assistance from ARI, ARL shall promptly terminate ARI' s provision of such ARI Service pursuant to Section 3.2(b). 3.4. Resignation . (a) ARL may not resign from its obligations and duties to perform the ARL Services hereunder, except (i) with the prior written consent of ARI or (ii) upon a determination that ARL' s performance of the ARL Services is no longer permissible under applicable law. Any such determination permitting the resignation of ARL pursuant to clause (ii) above shall be evidenced by an opinion of independent counsel, in form and substance reasonably satisfactory to ARI, to such effect delivered to ARI.

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(b) ARI may not resign from its obligations and duties to perform the ARI Services hereunder, except (i) with the prior written consent of ARL or (ii) upon a determination that ARI' s performance of the ARI Services is no longer permissible under applicable law. Any such determination permitting the resignation of ARI pursuant to clause (ii) above shall be evidenced by an opinion of independent counsel, in form and substance reasonably satisfactory to ARL, to such effect delivered to ARL. 4. Duties . 4.1. Duties of ARL . Subject to the terms and provisions hereof, ARL shall provide or arrange for the provision of the ARL Services to and on behalf of ARI during the Term in the same manner as ARL performs such services on its own behalf. ARI shall furnish to ARL all such information as may be reasonably necessary to enable ARL to provide the ARL Services. Any ARL Service to be provided by ARL under this Agreement shall be performed by ARL, any of its Affiliates, or any other Person with the capability to provide such ARL Service that ARL arranges to provide such ARL Service. 4.2. Duties of ARI . Subject to the terms and provisions hereof, ARI shall provide or arrange for the provision of the ARI Services to and on behalf of ARL during the Term in the same manner as ARI performs such services on its own behalf. ARL shall furnish to ARI all such information as may be reasonably necessary to enable ARI to provide the ARI Services. 5. Records and Information . (a) ARL and ARI each shall maintain separate, complete and accurate records relating to the Services provided by it hereunder and all matters covered by this Agreement in equivalent or better form and to an equivalent or better extent as it customarily maintains records for itself or in respect of its performance of similar services for and on behalf of other Persons. During the period that ARL provides any of the Accounting and Finance Services and Treasury Services to ARI pursuant to this Agreement, ARL shall provide ARI with a calendar monthly statement of all amounts received by ARL for the account of ARI. (b) ARI and its designees shall have the right, at ARI' s expense, for their respective representatives to examine ARL' s books and records relating to the provision by ARL of the ARL Services to ARI, and to make copies thereof or extracts therefrom, at any time during normal business hours upon not less than two (2) Business Days' prior written notice. (c) ARL and its designees shall have the right, at ARL' s expense, for their respective representatives to examine ARI' s books and records relating to the provision by ARI of the ARI Services to ARL, and to make copies thereof or extracts therefrom, at any time durin ...