ASSET TRANSFER AGREEMENT

Exhibit 10.1

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:

          (a) all items of inventory, including, without limitation, all raw materials, work-in-progress and finished goods;

          (b) all vehicles, machinery, equipment (including, without limitation, equipment which has previously been fully depreciated, amortized or written-off), furnishings, fixtures and supplies (including, without limitation, fuels, containers, packaging and shipping material, tools and spare parts and other tangible personal property) ;

          (c) all right, title and interest in all trademark and service mark registrations; and all of the United States and foreign rights with respect to patents, trademarks, trademark rights, service marks, service mark rights, copyrights, and trade secrets, shop rights, inventions, know-how, formulae, technical information, unpatented inventions, techniques, discoveries, designs, proprietary rights and non-public information, whether patentable or not, and registrations thereof and applications therefor related to the Businesses, and all of the royalty rights and license rights associated therewith, including those listed on Schedule 3.1(c)(1) hereto, but excluding those patents and trademarks listed on Schedule 3.1(c) (2) hereto for which ACF shall grant ARI a non-exclusive license (all of the foregoing to be conveyed, assigned and transferred, the “Rights”);

          (d) subject to Section 3.5 hereof, all licenses, permits, certificates, authorizations, approvals, registrations and qualifications necessary for the operation of the Businesses;

          (e) all books of account, records, files, invoices, copies of warehouse receipts, customer lists,

supplier lists, designs, drawings, business records and plans, computer print-outs and software, plans and specifications, guarantees, warranties, trade correspondence, production and purchase records, sales or promotional literature, payroll tax, social security and other employee wage and benefit records, operating data and other data or information associated with, used or employed in connection with the Businesses (all of which are collectively referred to hereinafter as “Books and Records”); provided , however , that ACF shall retain possession of all payroll tax, social security and other employee wage and benefit records for such time as ACF provides ARI with payroll and benefits administration services pursuant to the Administration Agreement between ACF and ARI dated as of the date hereof;

          (f) subject to Section 3.5 hereof, all of ACF’s right, title and interest in the contracts, leases, agreements and orders included in the Assumed Liabilities (as defined in Section 4.1);

          (g) all interests in and rights to all of the land and other interests in real estate, buildings, facilities, plants and improvements owned or leased,

subleased or otherwise, used in the conduct of the Railcar Business, together with all buildings, fixtures and appurtenances, all interests therein and rights thereto;

          (h) all accounts, notes and other receivables (whether current or noncurrent) of the Businesses;

          (i) all shades of capital stock of ACF’s subsidiary Shippers Cail Line, Inc.;

          (j) all other tangible or intangible, real, personal or mixed property used by ACF in the operation

of the Railcar Business.

     3.2. Instruments of Transfer . On the Closing Date, ACF will deliver to ARI, or will cause to be delivered to ARI, a duly executed Bill. of Sale and Assignment, substantially in the form of Exhibit A hereto, together with such other instruments-as are necessary to effect the delivery to ARI of the Assets. .

     3.3. Delivery of Possession . At the Closing, ACF will deliver possession to ARI of (i) the Assets, at the locations where such Assets are located on the Closing Date, including at the Locations, in the possession of third

parties, in storage, shipment, repair or on order, (ii) the ARI Shares, and (iii) all the Books and Records.

     3.4. Representations and Warranties . ARI AND ACF EACH AGREE THAT THE ASSETS ARE BEING CONVEYED, ASSIGNED, TRANSFERRED AND DELIVERED “AS IS” AND “WHERE IS” AND THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY THE OTHER ARE IN LIEU OF, AND ARI AND ACF HEREBY EXPRESSLY WAIVE ALL RIGHTS TO, ANY IMPLIED WARRANTIES WHICH MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATUTE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

     3.5. Consents to Assignment. Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise sell, convey or transfer any concession, claim, contract, license, lease, commitment, sales order, or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without,, obtaining any third party consents required by law or pursuant to the operative document or agreement relating thereto, would constitute a breach thereof or in any way adversely affect the rights of ACF or ARI thereunder. If

such consent is not obtained, or if an attempted assignment would be ineffective or would adversely affect ACF’s rights thereunder so that ARI would not in fact receive all such rights, ACF shall cooperate in any arrangement ARI may reasonably request in writing to provide for ARI the benefits under any such concession, claim, contract, license, lease, commitment or order, including enforcement for the benefit of ARI of any and all rights of ACF against any other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided , however , that ACF shall be reimbursed by ARI for any out-of-pocket costs incurred after the Effective Date in connection with such cooperation; and any transfer or assignment of any property, property right, contract or agreement which shall require the consent or approval of any other party, and ARI’s assumption of ACF’s obligations thereunder in accordance with Section 1.1 hereof, shall be made subject to such consent or approval being obtained. In the event that ACF later obtains a consent for any such concession, claim, contract, license, lease, commitment or order, ACF shall thereafter execute such documents and take such action as may be necessary to effect the transfer thereof to ARI.

     3.6. Right of Endorsement . After the Closing Date, ARI will have the right and authority to endorse,

without recourse, the name of ACF, on any check or any other evidence of indebtedness received by ARI or ACF on account of any Asset transferred by ACF pursuant hereto, and ACF will deliver to ARI at the Closing letters of instruction sufficient to permit ARI to deposit such checks or other evidences of indebtedness in bank accounts in the name of ARI. After the Closing Date, at ARI’s request, ACF shall endorse over to ARI, without recourse, the name of ACF on any check (or other evidence of indebtedness) received by ARI or ACF on account of any Asset transferred by ACF pursuant to the terms hereof, which check or other evidence of indebtedness names ACF as the payee thereof.

4. ASSUMPTION OF LIABILITIES

     4.1. Assumption . For the purposes of this Agreement, the term “Assumed Liabilities” shall mean, collectively, all liabilities and obligations of ACF relating to the Businesses (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to ACF, whether due or to become due), arising prior to, existing on, or arising after the Effective Date, excluding, however, the Retained Liabilities (as defined in Section 4.2 hereof).

     4.2. Limitations on Assumption . Any other provision of this Agreement to the contrary notwithstanding, ARI will not and does not assume any liability now existing or hereafter arising with respect to each of the following (collectively, the “Retained Liabilities”):

(a) subject to the terms of Section 9.4 hereof, all obligations of ACF under employee benefit plans, including, without limitation, any obligation of ACF for the underfunded benefit liabilities of the ACF pension plans;

(b) any (1) third-party (including, without limitation, governmental authorities and employees) claim, demand, investigation, action, suit or other legal proceeding (including, without limitation, any claim, demand, investigation, action, suit or other legal proceeding under the Occupational Safety and Health Act or any similar law relating to the safety or health of employees) that seeks to impose, or may result in the imposition of, liability for (i) the pollution, contamination, protection, cleanup or restoration of air, surface water, groundwater, land (including, without limitation, surface and subsurface strata), or other natural resources; (ii) solid,

gaseous or liquid waste generation, handling, transportation, treatment, storage, disposal, recycling or reclamation; (iii) exposure to pollutants, contaminants, or hazardous or toxic materials, substances or wastes, including, without limitation, pesticides, fertilizers, radionuclides, petroleum and petroleum products; or (iv) the manufacture, processing, distribution, use, treatment, storage or disposal of pollutants, contaminants, or hazardous or toxic materials, substances or wastes, including, without limitation, pesticides, fertilizers, radionuclides, petroleum and petroleum products at any of the Locations or (2) resulting from or relating to any condition at any Location which is in violation of state or Federal environmental laws, as in effect on the Effective Date (“Environmental Liabilities”), in the case of Environmental Liabilities under clause (1), arising out of actions taken or omitted to be taken by ACF on or prior to the Effective Date and, in the case of Environmental Liabilities under clause (2), which condition exists on the Effective Date; and

(c) claims for workers compensation and product liability known to ACF on the Effective Date, as more fully set forth on Schedule 4.2A hereto.

     4.3. Instruments of Assumption . At the Closing, ARI shall deliver to ACF a duly executed Instrument of Assumption, substantially in the form of Exhibit B hereto.

     4.4. Right of Enforcement and Settlement . From and after the Closing Date, subject to ACF’s rights pursuant to Section 10.3 hereof regarding claims against ACF relating to or arising out of the Assumed Liabilities, ARI will have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, conduct and control all negotiations and proceedings with respect thereto. ACF will notify ARI promptly of any claim made with respect to any such Assumed Liabilities and will not, except with the latter’s prior written consent, voluntarily make any payment of, settle or offer to settle, or consent to any compromise or admit liability with respect to any such Assumed Liabilities. ACF will cooperate with ARI in any reasonable manner requested by ARI in connection with any negotiations or proceedings involving any Assumed Liabilities.

     It is not the intention of either ARI or ACF that the assumption by ARI of the Assumed Liabilities shall in any way enlarge the rights of third parties under contracts or arrangements with ARI or ACF. Nothing contained herein

shall prevent ARI from contesting in good faith with any third party any of the Assumed Liabilities; provided, that ARI indemnifies ACF for any and all costs, losses, claims, liabilities, penalties, damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from or arising out of such Assumed Liability and the contest thereof.

5. CLOSING

     The closing of the transactions to be effected hereunder (the “Closing”) will be held on February 7, 1995 (the “Closing Date”), effective as of October 1, 1994 (the “Effective Date”).

6. REPRESENTATIONS AND WARRANTIES OF ACF

     ACF hereby represents and warrants to and agrees with ARI as follows:

     6.1. Existence and Authority . ACF is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. ACF has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

     6.2. Authorization of Agreement . The execution, delivery and performance of this Agreement and the documents and instruments referred to herein (“Ancillary Documents”) by ACF and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, including approval by the Board of Directors of ACF. This Agreement has been, and the applicable Ancillary Documents will be, duly and validly executed and delivered by ACF. This Agreement constitutes, and the applicable Ancillary Documents when executed and delivered will constitute, valid and binding obligations of ACF, each enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws relating to creditors’ rights generally, and subject to the availability of specific performance and injunctive and other forms of equitable relief.

     6.3. Sufficiency of Assets . The Assets are, in all material respects, all of the assets necessary for the conduct of the Businesses, as the same is presently conducted.

     6.4. Ownership of ARI Shares .

            (a) ACF is the record beneficial owner of the ARI Shares.

            (b) ACF has not sold or offered for sale any of the ARI Shares, or any rights, options, warrants or other securities convertible into or exchangeable for the ARI Shares.

            (c) Upon delivery of the certificates evidencing the ARI Shares, with stock powers duly endorsed in blank, ARI will acquire good and marketable title to the ARI Shares, free and clear of all liens, claims, charges and encumbrances.

     6.5. Conduct of Business Prior to Closing . From the Effective Date through the Closing Date, ACF (i) has operated the Business only in the usual, regular and ordinary manner and as it was previously conducted and (ii) has not disposed of any Assets, other than in the ordinary course of business.

7. REPRESENTATIONS AND WARRANTIES OF ARI.

     ARI hereby represents and warrants to and agrees with ACF as follows:

     7.1. Organization, Etc . ARI is a corporation duly organized, validly existing in good standing under the laws of the State of Missouri. ARI has all requisite power

and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

     7.2. Authorization of Agreement . The execution, delivery and performance of this Agreement and the Ancillary Documents by ARI and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, including approval by ARI’s respective Board of Directors. This Agreement has been, and the applicable Ancillary Documents will be, duly and validly executed and delivered by ARI. This Agreement constitutes, and the applicable Ancillary Documents will constitute, valid and binding obligations of ARI, each enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws relating to creditors’ rights generally, and subject to the availability of specific performance and injunctive and other forms of equitable relief.

     7.3. Issuance of Shares; Capitalization .

     (a) When issued to ACF, the ACF Shares will Be duly and validly issued, fully paid and