INTEREST TRANSFER AGREEMENT

This INTEREST TRANSFER AGREEMENT (as amended, modified and supplemented from time to time, the "Agreement") dated as of June 30, 2005, effective as of January 1, 2005 (the "Effective Time"), between ACF INDUSTRIES HOLDING CORP., a corporation organized under the laws of the State of Delaware (the "Transferor"), and AMERICAN RAILCAR INDUSTRIES, INC., a corporation organized under the laws of the State of Missouri (the "Transferee").

WITNESSETH

WHEREAS, the Transferor is the owner of one hundred percent (100%) of the limited liability company member interests (the "Interests") of Castings, LLC, a Delaware limited liability company ("Castings"); and

WHEREAS, the Transferor desires to transfer as of the Effective Time all of the Interests to the Transferee and the Transferee desires to accept such Interests as of the Effective Time on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound by the terms and conditions of this Agreement, the parties hereto hereby agree as follows:

Section 1. Definitions.

1.1 The following capitalized terms shall have the following meanings:

"Asserted Liability" shall have the meaning set forth in Section 5.3 (1).

"Claims Notice" shall have the meaning set forth in Section 5.3 (1).

"Contribution Agreement" shall mean that certain Contribution Agreement made and entered into effective as of December 18, 2003 by and among Amsted Industries Incorporated, Gunderson, Inc. and Transferor.

"Guaranty" shall means that certain Corporate Guaranty dated as of December 1, 2003 issued by Transferor in favor of the director of Development of the State of Ohio.

"Indemnifying Party" shall have the meaning set forth in Section 5.3 (1).

"Indemnitee" shall have the meaning set forth in Section 5.3 (1).

"Lien" means, with respect to any asset, (i) any mortgage, deed of trust, lien, pledge, claim, equity interest, participation interest, security interest or other charge or encumbrance of any kind in or on such asset and (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset.

"Losses" shall have the meaning set forth in Section 5.1.

"Note" shall mean a promissory note in the amount of $12,000,000 in the form of Exhibit A attached hereto to be issued by the Transferee to the Transferor pursuant to this Agreement.

"Permitted Liens" shall mean (a) Liens for taxes, assessments or governmental charges or levies which are not yet assessed or, if assessed, not yet due or contested in good faith by appropriate proceedings so long as such proceedings, in the reasonable judgment of the Transferor, do not involve any danger of sale, forfeiture or loss, of the Interests, and (b) Liens arising out of judgments or awards against the Transferor which are being contested in good faith by appropriate proceedings and with respect to which there shall have been secured a stay of execution pending such appeal or proceedings for review, so long as such proceedings, in the reasonable judgment of the Transferor, do not involve any danger of sale, forfeiture or loss, of the Interests.

"Related Agreements" shall have the meaning set forth in Section 2.3.

"Required Consents" shall have the meaning set forth in Section 3.1 (6).

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