BOND GUARANTY AGREEMENT

THIS BOND GUARANTY AGREEMENT is made and entered into as of April 1, 1995 (the "Guaranty"), by and among American Railcar Industries, Inc., a Missouri corporation ("company"), ACF industries, Inc., a New Jersey corporation (the "Corporate Guarantor") and Fleet National Bank, as trustee ("Trustee"), a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with all requisite power and authority to act as trustee in the State of Arkansas, together with any successor trustee at the time serving as such under the Trust Indenture (hereinafter identified) between the City of Paragould, Arkansas ("Issuer"), and Trustee.

WITNESSETH:

WHEREAS, Issuer is a duly organized and existing municipality under the laws of the State of Arkansas and proposes to issue its industrial development revenue bonds under the provisions of the Municipalities and Counties Industrial Development Revenue Bond Law, Ark. Code Ann. 14-164-201 to-224 (1987) (the "Act"), in the principal amount of $9,500,000, designated Industrial Development Revenue Bonds (American Railcar Industries, inc./acf Industries, Incorporated Railcar Manufacturing Project), Series 1995 (the "Bonds"); and

WHEREAS, the Bonds will be issued under and secured by a Trust Indenture, dated as of April 1, 1995 (the "Indenture"), by and between Issuer and Trustee; and

WHEREAS, the proceeds to be derived from the sale of the Bonds will be used by issuer to finance the costs of acquiring, constructing, and equipping an industrial facility for use in the manufacture, production, processing, distribution, and sale of railroad cars or related industrial products with attached office, which is being leased by Issuer to company pursuant to the provisions of a Lease Agreement, dated as of April 1, 1995 (the "Lease Agreement"); and

WHEREAS, Company desires that Issuer issue the Bonds and apply the proceeds as aforesaid, and Company is willing to enter into this Guaranty in order to enhance the marketability of the Bonds and thereby achieve interest cost and other savings to Company;

WHEREAS, corporate Guarantor is the majority shareholder of the company and will derive substantial benefits from the facilities being leased pursuant to the Lease Agreement;

NOW, THEREFORE, in consideration of the premises and in order to achieve the interest cost and other savings described above, and as an Inducement to the initial purchasers of the Bonds and all who shall at any time become owners of the Bonds, Company and Corporate Guarantor do hereby, subject to the terms hereof, jointly and severally covenant and agree with Trustee as follows:

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