DEED OF TRUST AND SECURITY AGREEMENT

Exhibit 10.10.B

DEED OF TRUST AND SECURITY AGREEMENT

      THIS DEED OF TRUST AND SECURITY AGREEMENT , dated as of June 1,1995 (the “Deed of Trust”), from AMERICAN RAILCAR INDUSTRIES, INC. , a Missouri corporation (the “Company”) whose address is c/o ACF Industries, Incorporated, 3301 Rider Trail South, Earth City, Missouri 63045, to E. SID DOUGLAS, III, an individual resident of the State of Missouri, as trustee (the “Mortgage Trustee”), and THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF KENNETT, MISSOURI, a Missouri industrial development corporation with its principal office located at 1601 First Street in the City of Kennett, Missouri (the “Issuer”), as beneficiary and secured party.

RECITALS:

      1.  The Company owns the real estate (exclusive of buildings, improvements and fixtures) described in Schedule 1 hereto and all buildings, structures, additions, improvements, fixtures, machinery, Mortgaged Equipment and related support facilities described in Schedule 2 hereto (the Land and said buildings, improvements, fixtures, machinery and equipment and related support facilities, together with certain improvements, fixtures, machinery and equipment (but excluding any Land which may from time to time be released as permitted under Section 9.4 of the Loan Agreement and subject to easements, licenses and other rights created in accordance with Section 9.5 of the Loan Agreement) being collectively referred to herein as the “Project”).

      2.  The Issuer proposes to issue its Industrial Development Revenue Bonds (American Railcar Industries, Inc./ACF Industries, Incorporated Railcar Component Manufacturing Project) Series 1995, in the principal amount of $5,500,000 (the “Bonds”), pursuant to the Act and a Trust Indenture, dated as of the date hereof (as amended and supplemented from time to time, the “Indenture”), between the Issuer and the Trustee, and to use the proceeds of the Bonds to make the loan mentioned below.

      3.  The Issuer and the Company have entered into a Loan Agreement dated as of me date hereof (as amended and supplemented from time to time, the “Loan Agreement”) to provide for the loan by the Issuer to the Company of the proceeds of the Bonds and its repayment and the Company has executed a note in the aggregate principal amount of $5,500,000 (the “Note”), dated as of the date of issuance of the Bonds, to evidence the Company’s obligation to repay such loan.

      4.  The Company desires to make and enter into this Deed of Trust to secure the payment and performance of the duties and obligations of the Company under the Note, the Loan Agreement, and this Deed of Trust and as an inducement to the purchase of the Bonds by all who shall at any time become holders thereof.

      NOW, THEREFORE, THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT WITNESSETH;

GRANTING CLAUSES

     The Company, in consideration of the premises and the sum of one dollar duly paid to the Company by the Mortgage Trustee, and of other good and valuable consideration, the receipt of which is hereby acknowledged, and to secure the payment of the Note, and any and all extensions, modifications, substitutions or renewals thereof, and the payment and performance of the Company’s duties and obligations under the Loan Agreement and this Deed of Trust, does hereby GRANT, BARGAIN AND

SELL, CONVEY AND CONFIRM unto the Mortgage Trustee, and his successors in trust and his assigns, all of the hereinafter described properties, rights and interests, whether now owned or hereafter acquired (said properties, rights and interests, together with any additions thereto which may be subject to the lien of this instrument by means of supplements hereto being hereinafter called the “Mortgaged Property,” which solely consists of the Project, and all Mortgaged Property constituting real properly being hereinafter referred to as “Mortgaged Real Property”, and insofar as the Mortgaged Property consists of the Mortgaged Equipment, fixtures, proceeds of collateral or subject to the applicable provisions of the Uniform Commercial Code (as in effect in the appropriate jurisdiction with respect to the Mortgaged Property wherever located), the Company hereby grants to the Mortgage Trustee and the Issuer a security interest in all of the Company’s right, title and interest therein (all said personal property being hereinafter sometimes referred to as the ‘Mortgaged Personal Property”) namely:

     1. All right, title and interest of the Company in and to the Land as further described in Schedule 1 hereto with the tenements, hereditaments, appurtenances, rights, privileges, easements, franchises, rights, appendages and immunities thereunto belonging or appertaining.

     2. All right, title and interest of the Company in and to all buildings, improvements, fixtures and other property constituting real property or real estate under the laws of the State of Missouri now located, or hereafter erected, upon the Land, including the property constituting real property or real estate described in Schedules 1 and 2 hereto, and all right, title and interest of the Company, now owned or hereafter acquired, in and to any and all strips and gores of land, in and to all real property upon which any such buildings or improvements may now or hereafter encroach, and in, to and under the real property within the streets, roads and alleys adjoining all such real property, and in and to all and singular the tenements, hereditaments, privileges, easements, franchises, rights, appendages and appurtenances whatsoever belonging to or in any wise appertaining to all such real property.

     3. All tangible personal property (including, without limitation, all fixtures, machinery and equipment and related support facilities of any nature whatsoever) paid for out of the Construction Fund now or hereafter constituting a part of the Project including the property constituting personal property under the laws of the State of Missouri described in Schedule 2 hereto.

     4. All fixtures and tangible personal properly (including, but not limited to, machinery and equipment and related support facilities, building materials, building machinery and building equipment) delivered on site to the Land during the course of, or in connection with, construction of the Project, but excluding Leased Equipment.

     5. All right, title and interest of the Company in, to and under any contracts, purchase orders or agreements for the acquisition, construction or installation of the Mortgaged Property or any part thereof.

      6. All leases of the Mortgaged Property (other than Leased Equipment), or any part thereof, entered into and all right, title and interest of the Company thereunder, including cash and securities deposited under said leases.

     7. All Net Proceeds of insurance and condemnation awards (including Net Proceeds (as defined in the Indenture)), all replacements and substitutions for other than Leased Equipment, and other rights and interests belonging to, any of the foregoing.

     8. Any and all water and water rights, ditches and ditch rights, reservoirs and reservoir rights, stock or interests in water, irrigation or ditch companies, royalties, minerals, oil and gas rights, and lease or leasehold interests owned by the Company, now or hereafter used or useful in connection with, appurtenant to or related to the Land or other Mortgaged Property or any part thereof.

     9. To the extent assignable, all licenses, permits (including building permits), authorizations or approvals of any type or nature whatsoever, now owned or held or hereafter acquired, which relate to the use, development or occupancy of the Land or other Mortgaged Properly or any part thereof.

     10. Any and all proceeds of any and all of the foregoing (including, without limitation, proceeds which constitute property of the types described in paragraphs 3,4, or 5 above).

      TO HAVE AND TO HOLD all and singular the Mortgaged Property with all rights and privileges hereby mortgaged, conveyed, pledged and assigned or agreed or intended so to be, to the Mortgage Trustee and his successors and assigns as collateral security for the Loan Agreement and the Note.

      NOW, THEREFORE, the condition of this Deed of Trust is such that if the Company shall well and truly pay unto the Issuer the indebtedness evidenced by the Note and shall perform, comply with and abide by each and every agreement, condition and covenant contained and set forth in the Loan Agreement, the Note, and this Deed of Trust, then this Deed of Trust shall be void and this Deed of Trust shall be released and the security interest herein granted shall be terminated and all evidences of indebtedness cancelled, all at the cost of the Company.

      AND, the Company does hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS

      Section 1.1. Definitions of Words and Terms. All words and terms defined in Section 101 of the Indenture or Article I of the Loan Agreement shall have the same meaning in this Deed of Trust unless otherwise defined herein. In addition to words and terms defined in the Indenture, the Loan Agreement or elsewhere in this Deed of Trust, the following words and terms as used in this Deed of Trust shall have the following meanings unless some other meaning is plainly indicated:

      “Act” means the “Act” as defined in the Indenture.

      “Agreed Rate” means eight and fifty hundredths percent (8.50%) per annum.

      “Authorized Company Representative” means the person at the time designated to act on behalf of the Company by written certificate furnished to the Trustee and the Issuer containing me specimen signature of such person and signed on behalf of the Company by its President. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized Company Representative.

      “Bond Fund” means “The Industrial Development Authority of the City of Kennett, Missouri, Industrial Development Revenue Bonds — American Railcar Industries, Inc./ACF Industries Incorporated Project Bond Fund” created in Section 501 of the Indenture.

      “Counsel” means an attorney duly admitted to practice law before the court of any state, including legal counsel for any of the Issuer, the Trustee, Co-Trustee or the Company.

      “event of default” means (a) with respect to the Indenture, any event of default as described in Section 1001 thereof, (b) with respect to the Loan Agreement, any event of default as described in Section 11.1 thereof, and (c) with respect to the Hazardous Substance Certification and Indemnification, any default thereunder after any applicable notice and grace period.

      “Hazardous Substances” shall mean:

     (a) Those substance included herein with the definitions of “hazardous substance,” “hazardous materials,” “toxic substances,” or “solid wastes” in CERCLA, RCRA, and the Hazardous Materials Transportation Act, 49 U.S.C. §1801 et seq., and in the regulations promulgated pursuant thereto;

     (b) Those substances defined as “hazardous substances” under state, county or local rules, regulations or ordinances;

     (c) Those substances listed in the United States Department of Transportation Table (49 C.F.R. 172,1001 and amendments thereto) or by the Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302 and amendments thereto); and

     (d) All other substances, materials and wastes that are, or that become, classified as “hazardous” or “toxic” under, any Environmental taw.

      “Land” means the real estate (exclusive of buildings, improvements and fixtures) described in Schedule 1 hereto and any other real estate added thereto, together will all buildings, improvements and fixtures situated thereon at the time of delivery of the Loan Agreement, the Indenture and the Deed of Trust, or at any time thereafter, constituting red property or real estate under the laws of the State of Missouri.

      “Mortgaged Equipment” means the fixtures, machinery and equipment and related support facilities described in Schedule 2 hereto purchased in whole or in part with the Net Proceeds of any Bonds (as defined above) or any Net Proceeds described in Section 7.5 of the Loan Agreement and any fixtures, machinery and equipment and related support facilities substituted for Mortgaged Equipment (other than Leased Equipment) removed and disposed of pursuant to Section 2.2.

      “Mortgage Trustee” means E. Sid Douglas, III.

      “Mortgaged Personal Property” shall have the meaning set forth in the Granting Clauses hereof.

      “Mortgaged Property” shall have the meaning set forth in the Granting Clauses hereof, and shall include the Mortgaged Real Property and the Mortgaged Personal Property.

      “Mortgaged Real Property” shall have the meaning set forth in the Granting Clauses hereof.

      “Permitted Encumbrances” means the Permitted Encumbrances set forth in Schedule 3 hereto.

      “Project” means the Project referred to in the recitals of this Deed of Trust, the Loan Agreement and the Indenture, any additions, modifications, improvements, restoration or substitutions thereof, therefor or thereto, restorations, improvements, or substitutions thereof or thereto pursuant to the Loan Agreement, and all real property, including easements, deemed necessary in connection therewith, as they may at any time exist, exclusive of any Land which may from time to time be released, as permitted under Section 9.4 of the Loan Agreement and subject to easements, licenses and other rights created in accordance with Section 9.5 of the Loan Agreement.

      Section 1.2. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words importing the singular number shall include the plural and vice versa, and words importing person shall include firms, partnerships, associations and corporations, including public bodies, as well as natural persons.

     “Herein,” “hereby,” “hereunder,” “hereof,” “hereto,” “hereinbefore,” “hereinafter” and other equivalent words refer to this Deed of Trust and not solely to the particular article, section, paragraph or subparagraph hereof in which such word is used.

     Reference herein to a particular article or a particular section shall be construed to be a reference to the specified article or section hereof unless the context or use clearly indicates another or different meaning or intent.

     Whenever an item or items are listed after the word “including,” such listing is not intended to be a listing that excludes items not listed.

     The table of contents, captions and headings in this Deed of Trust are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Deed of Trust.

ARTICLE II

GENERAL PROVISIONS

      Section 2.1. General Covenant. The Company will perform, comply with and abide by each and every one of the agreements, conditions and covenants contained and set forth in the Loan Agreement, the Note, and this Deed of Trust.

      Section 2.2. Removal, Disposition and Substitution of Mortgaged Equipment. Provided an event of default shall not have occurred and be continuing. If the Company in its sole discretion determines that any items of Mortgaged Equipment have become inadequate, obsolete, worn-out, unsuitable, undesirable, or unnecessary, Company may remove such items of Mortgaged Equipment from the Buildings and the Land and sell, trade-in, exchange, or otherwise dispose of them (as a whole or in part) without any responsibility or accountability to Issuer or Trustee therefor, provided that Company shall:

     (a) Substitute (by direct payment of the costs thereof) and install anywhere in the Buildings or on the Land, other machinery or equipment having equal or greater utility (but not necessarily having the same function) in the operation of the Buildings as a modern manufacturing

facility (provided such removal and substitution shall not impair the operating unity of the remaining property), all of which substituted machinery or equipment shall be free of all liens and encumbrances (other than Permitted Encumbrances) but shall become a part of the Mortgaged Equipment provided, however, during the first three (3) years commencing from and after June 22, 1995, the Company may substitute Leased Equipment (as defined in the Indenture) leased by the Company from any lessor in place of any Mortgaged Equipment removed from the Mortgaged Property, which Leased Equipment shall not be or be deemed to be part of the Mortgaged Equipment; or

     (b) Not make any such substitution and installation unless, (i) in the case of the sale of any such Mortgaged Equipment to anyone other than itself or in the case of the scrapping thereof, Company shall pay into the Bond Fund the proceeds from such sale or the scrap value thereof, as the case may be, (ii) in the case of the trade-in of any such Mortgaged Equipment for other machinery or equipment not to be installed in the Buildings or on the Land, Company shall pay into the Bond Fund the amount of the credit received by it in such trade-in, and (iii) in the case of the sale of any such Mortgaged Equipment to Company or in the case of any other disposition thereof Company shall pay into the Bond Fund an amount equal to the original cost thereof less depreciation at rates calculated in accordance with generally accepted accounting principles; provided, however, that no such payment into the Bond Fund need be made until the amount to be paid into the Bond Fund on account of all such dispositions not previously reported aggregates at least $100,000 in any calendar year; provided further, that Company may not fail to make any such substitution and installation if such failure would impair the operating utility of the remaining property.

     Any Mortgaged Equipment removed from the Project by the Company pursuant to this Section shall be released from the lien and security interest created by this Deed of Trust and may be sold or otherwise disposed of by the Company without accounting to the Issuer. The Issuer will promptly, upon the request of the Company, execute, acknowledge and deliver all supplemental deeds of trust and all appropriate financing statements, including UCC-3 Termination Statements, releases and other security instruments as may reasonably be required to evidence the removal and replacement of any Mortgaged Equipment pursuant to this Deed of Trust.

      Section 2.3. Compliance with Laws. The Company shall comply with all material laws, ordinances, regulations, covenants, conditions and restrictions affecting said Mortgaged Property or the operation thereof, and shall pay all fees or charges of any kind in connection therewith. The Company will perform and comply promptly with, and cause the Project to be maintained, used and operated in accordance with, any and all (i) present laws, ordinances, rules, regulations and requirements of every duly constituted governmental or quasi-governmental authority or agency applicable to the Company or the Project, including without limitation, all applicable federal, state and local laws pertaining to air and water quality, hazardous waste, waste disposal, air emissions and other environmental matters, all zoning and other land use matters, and rules, regulations and ordinances of the United States Environmental Protection Agency and all other applicable federal, state and local agencies and bureaus; (ii) similarly applicable orders, rules and regulations of any regulatory, licensing, accrediting, insurance underwriting or rating organization or other body exercising similar functions; (iii) similarly applicable duties or obligations of any kind imposed under any Permitted Encumbrances, or otherwise by law, covenant, condition, agreement or easement, public or private; and (iv) policies of insurance at any time in force with respect to the Project. If the Company receives any notice that the Company or the Project is in default under or is not in compliance with any of the foregoing, or receives notice of any proceeding initiated under or with

respect to any of the foregoing, file Company will promptly furnish a copy of such notice to the Issuer and the Trustee.

     The Company represents and warrants that it has obtained all required licenses, permits, franchise agreements and other necessary agreements which are materially necessary to operate the Project. The Company agrees to provide the Issuer and the trustee with written notice of any suspension, revocation, termination or default under any such agreements or any threatened suspension, revocation, termination or default thereunder.

      Section 2.4. Release of Certain Land. Provided no event of default shall have occurred and be continuing, the Company shall have the right to have the Issuer release from this Deed of Trust a part or parts of the real property constituting the Land upon compliance with Section 9.4 of the Loan Agreement.

      Section 2.5. Granting of Easements. Company shall have the right to grant easements, licenses, rights-of-way (including dedication of public highways) and other rights and privileges in the nature of easements, free from the lien of the Indenture, the Loan Agreement and this Deep of Trust, or Company may release existing easements, licenses, rights-of-way and other rights or privileges, and Issuer shall execute and deliver and shall cause and direct Trustee to execute and deliver instruments in recordable form to confirm the release of lien and subordination of lien of this Deed of Trust, all as provided and in accordance with Section 9.5 of the Loan Agreement.

ARTICLE III

MAINTENANCE

      Section 3.1. Maintenance of Mortgaged Property; Compliance with Laws. The Company covenants and agrees to permit, commit or suffer no waste of the Mortgaged Property and to maintain the Mortgaged Property at all times in a state of good repair and condition to the best of its ability and in the ordinary course of business; to comply with, or cause to be complied with, all statutes, ordinances and requirements of any governmental or other authority relating to the Mortgaged Property; and to do or permit to be done to the Mortgaged Pro