AGREEMENT

ASSET TRANSFER AGREEMENT under Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"), dated as of October 1, 1994, between ACF Industries Incorporated, a New Jersey corporation ("ACF"), American Railcar Industries, a Missouri corporation ("ARI") and Carl C. Icahn ("Icahn").

W I T N E S E T H:

WHEREAS, ACF, directly and indirectly, engages in the business of repairing, refurbishing painting and maintaining railcars and in manufacturing and selling parts for railcars at the locations listed in Schedule 3.1 hereto (the "Railcar Business") and in manufacturing and selling industrial size mixing bowls (the "Mixing Bowl Business"and, together with the Railcar Business, the "Businesses");

WHEREAS, ACF desires to transfer to ARI (i) all of the assets incident to the Railcar Business, (ii) the specific tangible assets listed in Schedule 3.1 (a) used exclusively in the Mixing Bowl Business, and (iii) all of the presently issued and outstanding shares of ARI's common stock, no par value per share ("Common Stock"), all of which are owned by ACF, and ARI wishes to acquire such assets and Common Stock in exchange for the issuance by ARI to ACF of 57,306 shares of preferred stock, liquidation value$1000 per share ("Preferred Stock") and the assumption by ARI of certain of the liabilities of ACF related to the Businesses, upon the terms set forth herein; and

WHEREAS, as part of the transactions contemplated by this Agreement, Icahn will contribute$6,367,373 to ARI in exchange for 1000 shares of Common Stock;

WHEREAS, the parties hereto intend that the transactions contemplated herein will be consummated in accordance with the provisions of Section 351 of the Code.

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

1.         THE TRANSACTION The parties hereto agree that on the terms and subject to the conditions set forth herein, on the Closing Date, effective as of the Effective Date (as such terms are defined in Article 5 hereof), the following shall occur:

1.1       Conveyance of Assets and Common Stock by ACF; Assumption of Liabilities and Issuance of Preferred Stock by ARI. ACF will convey, assign, transfer and deliver to ARI\or cause the same to be conveyed, assigned, transferred and delivered to ARI all of the Assets (as defined in Section 3.1 hereof) and the 500 shares of Common Stock owned by it (the "ARI Shares"), as evidenced by certificate number 24, endorsed in blank and ARI shall (i) assume, and thereafter pay, perform or discharge when due, the Assumed Liabilities (as defined in Section 4.1 hereof), and (ii) issue to ACF 57,306 shares of Preferred Stock (the "ACF Shares").

1.2       Contribution bv Icahn; Issuance of Common Stock by ARI. Icahn will deliver to ARI$ 500,000 in cash, together with his promissory note payable to ARI in the principal amount of$5,867,373, which note shall have a term of five (5) years and bear interest at a rate per annum equal to the prime rate as established by National Westminster Bank from time-to-time plus 1% and ARI shall issue to Icahn 1000 shares of Common Stock (the "Icahn Shares").

2.         TAX RETURNS

ACF, ARI and Icahn each agree to file with their respective federal income tax returns for their taxable years which include the Closing Date, the statements required by Treasury Regulation Section 1.351-3.

3.         ASSETS

3.1       Assets. For the purposes of this Agreement the term "Assets" shall mean, collectively, the tangible and intangible assets related to the Mixing Bowl Business as specified in Schedule 3.1 (a) and all of the tangible and intangible assets, rights, interests and properties of every kind and nature, by whomever possessed, necessary to conduct the Railcar Business as now conducted at the locations listed on Schedule 3.1 hereto (the "Locations"), including, without limitation, all of the following as the same may exist on the Closing Date:

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