Ari/Arl Services Separation Agreement

ARI / ARL SERVICES SEPARATION AGREEMENT


ARI / ARL SERVICES SEPARATION AGREEMENT (this " Services Separation Agreement") made this 30th day of March 2007, between AMERICAN RAILCAR INDUSTRIES, INC., a Delaware corporation (" ARI"), and AMERICAN RAILCAR LEASING LLC, a Delaware limited liability company (" ARL"), effective as of December 31, 2006 (the " Effective Date").


RECITALS


WHEREAS, ARI and ARL are parties to that certain Services Agreement dated as of April 1, 2005, as amended June 30, 2005 (the " Transitional Services Agreement"), pursuant to which, among other things (i) ARI provides ARL the ARI Services, which consist of Engineering Services and Purchasing Services, as each such term is defined in the Transitional Services Agreement and (ii) ARL provides ARI the ARL Services, which consist of Accounting and Finance Services, Employee Compensation and Benefits Administration Services, Information Processing Services, Leasing Services, Rent and Building Services, and Treasury Services, as each such term is defined in the Transitional Services Agreement;


WHEREAS, ARI and ARL each have developed, or are in the process of developing, the independent ability to perform certain of the services currently performed for each such party by the other under the Transitional Services Agreement; and


WHEREAS, ARI and ARL desire to terminate certain of the services performed for each other under the Transitional Services Agreement effective as of the Effective Date, and to otherwise facilitate the termination of certain other remaining services under the Transitional Services Agreement, in order to allow each such party to further separate its business from the other in accordance with the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ARI and ARL agree as follows:


1. Definitions. Unless otherwise defined herein, capitalized terms used in this Services Separation Agreement shall have the meanings ascribed to such terms in the Transitional Services Agreement and/or as the context shall require.


2. Transitional Services Agreement.


(a) ARI Services. The parties acknowledge and agree that the Term of and payment for all of the ARI Services being provided by ARI to ARL pursuant to the Transitional Services Agreement shall be terminated effective as of the Effective Date.


(b) ARL Services. The parties acknowledge and agree that the Term of and payment for all of the ARL Services being provided by ARL to ARI pursuant to the Transitional Services Agreement, other than the Rent and Building Services, shall be terminated effective as of the Effective Date.


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