ASSIGNMENT AND ASSUMPTION, NOVATION AND RELEASE

This Assignment and Assumption, Novation and Release (this "Agreement"), dated as of June 30, 2005, by and between ACF Industries Holding Corp., a Delaware corporation ("ACF Holding" or the "Transferor"), American Railcar Industries, Inc., a Missouri corporation ("ARI" or the "Transferee"), Gunderson Specialty Products, LLC, an Oregon limited liability company ("Gunderson"), Gunderson, Inc., an Oregon corporation ("Gunderson Parent"), Castings, LLC, a Delaware limited liability company ("Castings"), ASF-Keystone, Inc., a Delaware corporation ("ASF"and together with Castings and Gunderson, the "Members," and each of them a "Member"), Am s ted Industries Incorporated, a Delaware corporation ("ASF Parent"), and Ohio Castings Company, LLC, a Delaware limited liability company ("Company") is made with reference to the following facts:

RECITALS:

WHEREAS, reference is made to that certain Amended and Restated Limited Liability Company Agreement of the Company effective as of September 30, 2003 (the "Operating Agreement") among the Members and Gunderson Parent and ACF Holding;

WHEREAS, ACF Holding owns 100% of the interests in Castings, and is an "Affiliate" of ARI, as such term is defined in the Operating Agreement, with the modification of such term contained in Section 9.3 of the Operating Agreement;

WHEREAS, ACF Holding guarantees certain obligations of Castings under and pursuant to Section 3.1 of the Operating Agreement (the "Guaranteed Obligations");

WHEREAS, contemporaneously herewith, ACF Holding is transferring its 100% limited liability company interest in Castings to ARI pursuant to Section 9.3 of the Operating Agreement (the "Transfer");

WHEREAS, in connection with the Transfer, ACF Holding desires ARI to assume the Guaranteed Obligations, and ARI is willing to do so (the "Assignment and Assumption");

WHEREAS, in connection with the Transfer and the Assignment and Assumption, ACF Holding desires to be released from the Guaranteed Obligations;

WHEREAS, for purposes of clarification, ACF Holding recognizes that the Guaranteed Obligations do not include, and ACF Holding is not seeking to be released hereunder from, (i) that certain corporate guaranty made by ACF Holding as of December 1, 2003 in favor of the Director of Development of the State of Ohio, (ii) that certain Contribution Agreement made and entered into effective as of December 18, 2003, by and among ASF Parent, Gunderson Parent and ACF Holding, and (iii) any other contractual written obligation or undertaking of ACF Holding, if any, with respect to the two loans in the approximate aggregate amount of$12 million from or guaranteed by the State of Ohio; and

WHEREAS, the Members, ASF Parent and Gunderson Parent are willing to consent to the Assignment and Assumption and so release ACF Holding.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1. Assignment and Assumption. Effective immediately upon execution of this Agreement by all of the parties hereto, (A) the Transferor sells, transfers, assigns, conveys, grants and sets over to the Transferee, its successors and assigns forever, all of the Transferor's rights, title and interest as of such date in and to all and any of the Transferor's rights and obligations under, pursuant to and arising out of the Operating Agreement, including, without limitation, the Guaranteed Obligations, as fully and entirely as the same would have been held and enjoyed by the Transferor as if this assignment had not been made, and (B) the Transferee accepts, assumes, takes over and succeeds to all of the Transferor's rights, title and interest as of such date in and to all and any of the Transferor's rights and obligations under, pursuant to and arising out of the Operating Agreement, including, without limitation, the Guaranteed Obligations, and the Transferee covenants and agrees to discharge, perform and comply with, and to be bound by, all the terms, conditions, provisions, obligations, covenants and duties of the Transferor in connection with all and any of the Transferor's rights and obligations under, pursuant to and arising out of the Operating Agreement, as the same may be amended from time to time, including, without limitation, the Guaranteed Obligations, (in each case, whether or not any of it relates to the period before or after the date hereof), as if the Transferee were an original party thereto.

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