exv10w12






Exhibit 10.12




September 8, 2010




The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200

Lake Oswego, OR 97035





			
	Re:	 	Sixth Amendment to Amended and Restated Credit Agreement, dated as of November 7, 2006 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement;” the terms defined therein being used herein as therein defined), among The Greenbrier
Companies, Inc., an Oregon corporation (the “Company”), the Subsidiary Guarantors party thereto, the
Lenders from time to time party thereto, and Bank of America, N.A., as U.S. Administrative Agent.





Ladies and Gentlemen:




The parties hereto agree that:




     (i) Section 7.01(f) of the Credit Agreement is hereby amended to read as follows:




     (f) (i) deposits to secure the performance of bids, trade contracts and leases (other
than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business and (ii)
security interests on rail cars (the “transferred rail cars”) that are transferred to the
Company and its Subsidiaries by customers as consideration for the future delivery by the
Company and its Subsidiaries to such customer of (1) existing rail car assets, (2)
to-be-refurbished rail car assets or (2) to-be-constructed rail car assets so long as in
either case (x) no Default exists or would result from the creation of such security
interests, (y) such security interests (A) secure only the performance obligations of the
Company and its Subsidiaries to deliver such rail car assets upon completion of
construction, (B) extend to no property of the Company and its Subsidiaries other than the
transferred rail cars, (C) are released upon completion of performance by the Company and
its Subsidiaries and (z) the transferred rail cars shall not be included in the U.S.
Borrowing Base while they are subject to such security interests.



     (ii) Section 9.10(b) of the Credit Agreement is hereby amended to read as follows:




     (b) to subordinate any Lien on any property granted to or held by such Administrative
Agent under any Loan Document to the holder of any Lien on such property that is permitted
by clause (ii) of Section 7.01(f) or Section 7.01(i);


This letter agreement is a Loan Document. All references in the Credit Agreement and the other
Loan Documents to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as
amended hereby.



Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other
Loan Documents shall remain in full force and effect.



This letter agreement shall become effective upon (i) the execution hereof by the Loan Parties, the
Required Lenders and the Administrative Agent and (ii) the Administrative Agent’s receipt of an
amendment fee on behalf of each Lender executing this letter agreement in an amount equal to 0.05%
of such Lender’s Commitment.









 









 







This letter agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Delivery of
executed counterparts of this Agreement by telecopy or pdf shall be effective as an original.




[The remainder of this page is intentionally left blank.]









 









 







This letter agreement shall be governed by and construed in accordance with the laws of the State
of Oregon.




	 	 	 	 	 
	 	Sincerely,




BANK OF AMERICA, N.A., as U.S. Administrative Agent

 	 
	 	By  	 /s/ Tiffany Shin
 	 
	 	Name:  	Tiffany Shin 	 
	 	Title:  	Assistant Vice President 	 




THE GREENBRIER COMPANIES, INC.

SIXTH AMENDMENT






 









 






	 	 	 	 	 



ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:




	 	 	 	 	 	 	 

	BORROWER:	 	THE GREENBRIER COMPANIES, INC.,
	 	 	an Oregon corporation
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	SUBSIDIARY
	 	GUNDERSON LLC,
	GUARANTORS:	 	an Oregon limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	GREENBRIER LEASING COMPANY LLC,
	 	 	an Oregon limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GREENBRIER RAILCAR, LLC,
	 	 	an Oregon limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	AUTOSTACK COMPANY, LLC,
	 	 	an Oregon limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GUNDERSON RAIL SERVICES LLC,
	 	 	an Oregon limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 





 THE GREENBRIER COMPANIES, INC.

SIXTH AMENDMENT




 









 






	 	 	 	 	 	 	 

	 	 	GUNDERSON MARINE LLC,
	 	 	an Oregon limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GREENBRIER-CONCARRIL, LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GREENBRIER LEASING LIMITED PARTNER, LLC,
	 	 	a Delaware limited liability company
	 	 	By: Greenbrier Leasing Company LLC, Sole Member
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GREENBRIER MANAGEMENT SERVICES, LLC,
	 	 	a Delaware limited liability company
	 	 	By: Greenbrier Leasing Company LLC, Sole Member
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BRANDON RAILROAD LLC,
	 	 	an Oregon limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MERIDIAN RAIL HOLDINGS CORP.,
	 	 	an Oregon corporation
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MERIDIAN RAIL ACQUISITION CORP.,
	 	 	an Oregon corporation
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 




 THE GREENBRIER COMPANIES, INC.

SIXTH AMENDMENT




 









 






	 	 	 	 	 	 	 

	 	 	MERIDIAN RAIL MEXICO CITY CORP.,
	 	 	an Oregon corporation
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GUNDERSON SPECIALTY PRODUCTS, LLC,
	 	 	a Delaware limited liability company
	 	 	By: Gunderson LLC, Sole Member
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 





 THE GREENBRIER COMPANIES, INC.

SIXTH AMENDMENT




 









 






ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:





	 	 	 	 	 	 	 

	LENDERS:	 	BANK OF AMERICA, N.A.,
	 	 	as a U.S. Lender and as U.S. L/C Issuer and U.S. Swing
	 	 	Line Lender
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Chris Swindell
 
 Chris
Swindell	 	 
	 

	 	Title:
	 	SVP	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Stephen Sloan
 
 Stephen
Sloan	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Richard J. Ameny Jr.
 
 Richard
J. Ameny, Jr.	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 	 	 
	 

	 	Name:
	 	 
 	 	 
	 

	 	Title:
	 	 
 
	 	 
	 

	 	 	 	 
 	 	 
	 	 	BRANCH BANKING & TRUST COMPANY,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Robert M. Searson
 
 Robert
M. Searson	 	 
	 

	 	Title:
	 	Sr. Vice President	 	 






	 	 	 	 	 	 	 	 	 

	 	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT 
BANK, U.S. Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ Brian Bolotin
	 	/s/ Charles Moran	 	 
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Brian Bolotin
	 	     Charles Moran	 	 
	 

	 	Title:
	 	Managing Director
	 	     Director	 	 





 THE GREENBRIER COMPANIES, INC.

SIXTH AMENDMENT




 









 






	 	 	 	 	 	 	 

	 	 	CRÉDIT INDUSTRIEL et COMMERCIAL, NEW YORK BRANCH,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 
 	 	 
	 

	 	Title:
	 	 
 	 	 
	 

	 	 	 	 
 	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Fatima Arshad
 
 Fatima
Arshad	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SOVEREIGN BANK,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 
 	 	 
	 

	 	Title:
	 	 
 	 	 
	 

	 	 	 	 
 	 	 
	 
	 	 	 	 	 	 
	 	 	DVB BANK SE (formerly known as DVB Bank AG),
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ M. Neuland
 
 M. Neuland	 	 
	 

	 	Title:
	 	SVP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Eberhart
 
 Eberhart	 	 
	 

	 	Title:
	 	VP	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF THE WEST,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brett German
 

Brett German
	 	 
	 

	 	Title:
	 	Vice President	 	 





 THE GREENBRIER COMPANIES, INC.

SIXTH AMENDMENT