FLEET SERVICES AGREEMENT

Exhibit 10.53

CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

FLEET SERVICES AGREEMENT

Date: January 1, 2008

Between

AMERICAN RAILCAR INDUSTRIES, INC.

And

AMERICAN RAILCAR LEASING, LLC

This agreement (“Agreement”) is to confirm and document our mutual understanding with respect to the terms and conditions under which American Railcar Industries, Inc. (hereinafter “ARI”) of 100 Clark Street, St. Charles, MO 63301, a Missouri corporation, agrees to provide AMERICAN RAILCAR LEASING LLC (hereinafter “ARL ”) of 100 Clark Street, Suite 201 ,St. Charles, MO 63301 with certain services as hereinafter specified.

1.

SERVICES

	a.		For the purposes hereof, the term “Services” shall include, without limitation, the following activities and services to be provided to ARL by ARI:
			Repair Services as described by Exhibit A, “American Railcar Leasing, LLC Fleet Services”, which is attached hereto and incorporated herein. The rates and fees for the Services shall be as specified in Exhibit A. These rates and fees will be effective for all cars arriving, or services provided, after January 1, 2008 and are [*****] for one year. After the initial one year term, the labor rate [*****] may be increased annually, not to exceed [*****] in any one year. Any changes resulting from such negotiation will take affect on the date mutually agreed-to by the parties.
	b.		Fleet Services as described by Exhibit B, “American Railcar Leasing LLC Repair Services”, which is attached hereto and incorporated herein. The rates and fees for the Services shall be as specified in Exhibit B. These rates and fees will be effective for all cars arriving, or services provided, after January 1, 2008, and are firm for three years.

	2.		PAYMENT
			An invoice shall be submitted at the beginning of each month. Such invoice shall identify the Services, and items, if any, that require payment for disbursements made by ARI on behalf of ARL. Such items shall include, but not be limited to railcar cleaning, maintenance, repairs, modifications, paint and lining, shop loading, associated reporting, and payment of ad valorem taxes. The invoice provided shall accurately reflect the appropriate charges and/or credits due ARL on a monthly basis.
			All invoices are due and payable by ARL to ARI via wire transfer within 5 business days at the end of a month for which the invoices are due. Any disbursements made by ARI on behalf of ARL will be paid on ARL’s behalf in a timely manner and ARL will reimburse ARI upon notification for any such disbursements.
	3.		TERM

	a.		The term of this Agreement shall commence upon January 1, 2008 and shall continue for a period of three (3) years. Thereafter, this Agreement shall remain in effect from year to year unless a party, at least sixty (60) days prior to the end of the 3-year period or any subsequent annual period, notifies the other party in writing that this Agreement shall terminate at the end of the then current period.
	b.		Notwithstanding any termination of this Agreement, ARI agrees to provide ARL, during the period prior to termination and/or for up to three months thereafter, at ARL’s option, such assistance as ARL may request to return to ARL, or to transfer to another provider, all of

ARL’s data, inventory, and ARI’s related responsibilities for the Services provided under this Agreement. Compensation to the canceled party for such transfer assistance services shall be no greater than the compensation for Services provided in Exhibit D attached hereto and incorporated herein.

4.1 INSURANCE

	a.		ARI shall obtain, and shall at all times during the Term maintain in full force and effect, with financially sound and reputable insurers selected in accordance with sound commercial and industry practices such property, casualty, public liability and other insurance on its property, assets, and business in such amounts and against such risks as is consistent and in accordance with sound commercial and industry practice for activities similar to ARI’s obligations hereunder.
	b.		Without limitation on the foregoing clause (a), ARI shall obtain, and shall at all times during the Term maintain in full force and effect, with respect to the Cars, policies of such insurance and against such risks as are maintained by ARI from time to time with respect to other railcars for which it performs maintenance and servicing, including casualty, public liability and pollution coverage for all losses related to cargo, including clean-up costs and legal defense costs, subject, in each case, to compliance with certain insurance-related provisions in the User Leases and other provisions of this Section 4.1. Such insurance shall be in addition to any insurance provided by a User pursuant to the terms of any lease to which such Car is then subject. All insurance obtained by ARI with respect to the Cars may (and shall to the extent reasonably practicable unless ARL objects) be maintained under policies of insurance that ARI obtains for itself and other railcars so long as ARL and any other Person designated by ARL are additional insured’s there under and loss payees, as their interests may appear, with respect to the Cars, and such insurance may be placed through insurers who are Affiliates of ARI so long as the prices and terms thereof are comparable to those that could be obtained from comparable unaffiliated insurers. Copies of policies and certificates of insurance with respect thereto shall be furnished promptly to ARL. If at any time the insurance maintained by ARI on the Cars shall lapse or have limits lower than as described therein for whatever reason, ARI, promptly upon receipt of notice of the lapse of or decrease in such insurance coverage, shall give notice to ARL of the same. ARI shall also notify ARL promptly with respect to any default in the payment of any premium or of any other act or omission of ARI or of any other Person of which ARI has knowledge that might invalidate, render unenforceable, result in a lapse of or reduce any insurance coverage on the Cars maintained by ARI pursuant to this Agreement. ARI shall collect any amounts due from the insurers under such policies and shall provide ARL with such reasonable assistance as ARL may request in any dealings that ARL may have with such insurers, including the pursuit of any claims under such policies. To the extent that ARI elects to self-insure against certain risks with respect to the Cars, then upon the occurrence of an applicable insurable event with respect to a Car, ARI shall remit to ARL the amount of such self-insured risk.
	c.		Each insurance policy maintained by ARI pursuant to the provisions of Section 4.1(b) shall (i) expressly provide that no cancellation or termination thereof material change therein shall be effective unless at least thirty (30) days’ prior written notice shall have

			been given to ARL, (ii) expressly provide that if such insurance shall be cancelled for any reason whatsoever, or if any substantial changes are made in the coverage that affect the interest of ARL or any other Person listed as an additional insured or loss payee, or if such insurance shall be allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to ARL and any such other Person for thirty (30) days after receipt by ARL of written notice from such insurers of such cancellation, change or lapse, (iii) permit ARL or any such other Person to make payments to affect the continuation of such insurance coverage upon notice of cancellation due to nonpayment of premium, and (iv) expressly provide that if such insurance shall not be renewed for any reason whatsoever, such insurers shall provide written notice of such non-renewal to ARL at least thirty (30) days prior to the expiration date of the policy.
	d.		ARI shall deliver or cause to be delivered to ARL (i) no later than the date hereof, certificates evidencing the insurance required pursuant to this section 4.1 and evidence satisfactory to ARL that the Cars have been properly included in a schedule to the insurance policies required pursuant to Section 4.1(b), and (ii) promptly after each renewal thereof, additional certificates evidencing the renewal of such insurance.
	e.		In the event that any insurance coverage required by Section 4.1(b) or the limits deductible amounts, or requirements thereof are not reasonably available and commercially feasible in the available insurance market, ARL shall not unreasonably withhold its agreement to waive the requirement of such coverage, limits, deductible amounts, or requirements to the extent the maintenance thereof is not so available; provided, however, that (i) ARI shall have made a request for such waiver and shall have provided ARL with written reports prepared by an independent insurance advisor certifying that such coverage, limits, deductible amounts, or requirements are not reasonably available and commercially feasible in the available insurance market for railcars similar to the Cars and, where the required amount of coverage is not so available, certifying as maximum amount that is so available and (ii) any waiver granted pursuant to this clause shall be effective only during the period that the coverage, limits, deductible amounts, or requirements thereby waived are not reasonably available and commercially feasible in the available insurance market.

	5.		INDEMNIFICATION
			ARL shall defend, indemnify and hold ARI harmless from and against any and all claims, actions, damages, expenses, losses or liabilities incurred by or asserted against ARI to the extent caused by ARL’s negligence or breach of this Agreement. ARI shall defend, indemnify and hold ARL harmless from and against any and all claims, actions, damages, expenses, losses or liabilities incurred or asserted against ARL to the extent caused by ARI’s negligence or breach of this Agreement.
	6.		REMEDIES.
			It is mutually agreed that the time of performance of the Services hereunder and payment of charges is of the essence of this Agreement. If either party shall default in the performance or observance of any of the other agreements herein contained to be performed or observed and such default shall continue for ten (10) days after written notice from the non-defaulting party, or if there shall be filed by or against either party a petition in bankruptcy or for reorganization under the Bankruptcy Law or there shall be a receiver appointed for any part of such party’s property or

such party shall make a general assignment for the benefit of creditors, then and in any of said events, the other party at its election, may immediately terminate this Agreement.

7. CONFIDENTIALITY

ARI, its employees and agents shall treat and maintain as confidential all of ARL’s confidential and proprietary information, and agrees not to use or disclose any such information to others except as is necessary to perform Services hereunder. This information will include but not be limited to any technical information, experience or data regarding ARL’s products, plans, programs, plants, processes, costs, equipment, operations, or customers which may be disclosed to or come within the knowledge of ARI, its employees and agents in the performance of this Agreement. However, no confidential relationship will arise or exist as to any such disclose