Second Amendment To Amended And Restated Loan And Security Agreement

Exhibit 10.43

EXECUTION COPY

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

SECOND AMENDMENT, dated as of February 12, 2007 (this " Amendment" ), to the Amended and Restated Loan and Security Agreement, dated as of January 24, 2006 (the " Loan Agreement" ), among AMERICAN RAILCAR INDUSTRIES, INC., a Delaware corporation, as successor-by-merger to American Railcar Industries, Inc., a Missouri corporation (the " Borrower" ), each of the financial institutions identified as a Lender on Schedule 1 thereto (together with each of their respective direct or indirect successors and assigns, and collectively, the " Lenders" ), and NORTH FORK BUSINESS CAPITAL CORPORATION, a New York corporation (" NFBC" ), as agent for the Lenders (the " Agent" ). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

W I T N E S S E T H :

WHEREAS, the Borrower, the Agent and the Lenders are parties to the Loan Agreement; and

WHEREAS, the parties wish to amend the Loan Agreement in connection with the Borrower' s proposed investment in a joint venture to build a railcar component manufacturing facility.

NOW, THEREFORE, the Borrower, the Lenders and the Agent agree as follows:

SECTION 1. Amendments to the Loan Agreement . Effective as of the date hereof, the Loan Agreement is amended as follows:

(a) Section 1.1 is amended as follows:

(i) The following new definitions are inserted in proper order:

"' Blocked Account Notice' has the meaning specified in Section 2.7."

"' Component Manufacturer" means a Person designated by the Borrower and acceptable to the Agent in its reasonable discretion, the equity ownership of which will be held by the Borrower (or a direct or indirect Subsidiary of the Borrower) and one or more other Persons."

"' Excess Availability' means, on any date, the excess of (i) the lesser of (A) (I) the Borrowing Base plus (II) 80% of the cost of the Equipment financed with the proceeds of CapEx Loans (excluding the cost of any software, warranties or other intangible assets related thereto) and (B) (I) the Maximum Amount of the Facility minus (II) the aggregate amount of CapEx Loans that have been repaid, over (ii) the aggregate outstanding amount of such Loans."

"' Excess Availability Shortfall' means, on any date, that Excess Availability on such date is less than $30,000,000 until Excess Availability is equal to or greater than $30,000,000 for any period of ninety consecutive days after such date."

(ii) the definition of " EBITDA" is amended by

(A) inserting " less (ix) net income (as that term is determined in accordance with GAAP) for such period derived from the Borrower' s ownership interest in the Component Manufacturer unless the Borrower is liable for, or any of the Borrower' s assets serves as security or otherwise provides support for, payment or performance of any of the Component Manufacturer' s Indebtedness, in which case a percentage of the Component Manufacturer' s net income equal to the percentage of the Component Manufacturer' s Indebtedness for which the Borrower is liable for, or for which any of the Borrower' s assets serves as security or otherwise provides support for, payment or performance of shall be included in EBITDA, it being understood that cash dividends and other cash distributions received by the Borrower on account of the Borrower' s direct or indirect ownership of the Component Manufacturer shall not be deducted under this clause (ix) except to the extent that the inclusion of any such distributions in EBITDA would be duplicative of the net income included in EBITDA as a result of the Borrower' s liability for, or the availability of the Borrower' s assets as security or other support for, the payment or performance of the Indebtedness of the Component Manufacturer," immediately before " in each case" , (B) replacing " or (viii)" with " , (viii) or (ix)" , and (C) inserting the following sentence at the end of such definition: " EBITDA shall be calculated on a pro forma basis to give effect to any acquisition or disposition consummated during the applicable fiscal period of the Borrower ending on the last day of the fiscal quarter then most recently ended, as if such acquisition had been effected on the first day of such fiscal period and as if each such disposition had been consummated on the day prior to the first day of such fiscal period, provided that any changes to EBITDA that would result from this sentence shall be made if and to the extent that such changes are acceptable to the Agent in its sole discretion." ; and


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(iii) the definition of " Indebtedness" is amended by (A) replacing " Borrower or its Subsidiaries" with " Borrower, any of its Subsidiaries or such other Person" in clause (iv) and (B) inserting at the end of such definition " and (C) Indebtedness shall not include Indebtedness of the Component Manufacturer for which the Borrower is not liable for payment or performance or with respect to which the Borrower' s assets are not encumbered or do not otherwise provide support for" ; (b) Section 7.1(k)(iii) is amended by inserting (i) " , if an Excess Availability S ...