exv10w11






Exhibit 10.11



July 20, 2010




The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200

Lake Oswego, OR 97035





			
	Re:	 	Fifth 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:




           (a) the definitions of “Consolidated Adjusted Interest Coverage Ratio,” “Consolidated EBITDA”
and “Subsidiary” in Section 1.01 of the Credit Agreement are hereby amended to read as follows:




          “Consolidated Adjusted Interest Coverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated EBITDA plus rent expense for the period of the
four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges
(excluding (i) any non-cash impact associated with the WRC Warrants and (ii) any prepayment
premiums associated with the voluntary prepayment or redemption of the Company’s 8-3/8%
Senior Notes due 2015) plus rent expense for such period. Solely for purposes of this
definition, “rent expense” shall include operating lease expense. Notwithstanding the
forgoing, the aggregate amount of prepayment premiums excluded from Consolidated Interest
Charges pursuant to the parenthetical in clause (b) of the preceding sentence, together
with the aggregate amount of consent fees added back to Consolidated Net Income for purposes
of calculating Consolidated EBITDA pursuant to clause (a)(vi) of such definition, shall not
exceed 3% of the outstanding principal amount of the Company’s 8-3/8% Senior Notes due 2015.
In addition, solely for purposes of this definition and in the sole discretion of the
Company, Consolidated EBITDA and Consolidated Interest Charges shall include pro-forma
adjustments to incorporate the financial results of any entity acquired during the subject
period by the Company or its Subsidiaries.




          “Consolidated EBITDA” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such
period plus (a) the following to the extent deducted in calculating such
Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) income tax
expense or benefit (net of income tax credits) as reported on the consolidated statement of
operations of the Company and its Subsidiaries for such period, (iii) depreciation and
amortization expense, (iv) other non-recurring expenses of the Company and its Subsidiaries
reducing such Consolidated Net Income which do not represent a cash item in such period or
any future period, (v) non-cash stock compensation expenses for such period which do not
represent a cash item in such period or any future period and (vi) consent fees (excluding
fees to waive existing defaults) paid to holders of the Company’s 8-3/8% Senior Notes due
2015, and minus (b) to the extent included in calculating such Consolidated Net
Income, non-recurring income of the Company and its Subsidiaries increasing such
Consolidated Net Income
which does not represent a cash item in such period or any future period.
Notwithstanding the forgoing, the aggregate amount of consent fees added back to
Consolidated Net Income for purposes of calculating Consolidated EBITDA pursuant to clause
(a)(vi) of the



 









 




preceding sentence, together with the aggregate amount of prepayment premiums
excluded from Consolidated Interest Charges pursuant to the parenthetical in clause (b) of
the first sentence of the definition of Consolidated Adjusted Interest Coverage Ratio, shall
not exceed 3% of the outstanding principal amount of the Company’s 8-3/8% Senior Notes due
2015.





     “Subsidiary” of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the shares of
securities or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only by reason of
the happening of a contingency) are at the time beneficially owned, or the management of
which is otherwise controlled, directly, or indirectly through one or more intermediaries,
or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Company. For purposes of the Loan Documents, the term “Subsidiary” shall not include any
“SPE”, any “Managed Person” or any “Joint Venture”.



     (b) A new definition of “Managed Person” is hereby added to Section 1.01(e) of the Credit
Agreement in the appropriate alphabetical order to read as follows:




     “Managed Person” means any entity for which a Loan Party provides management or
other services but with respect to which neither the Company nor any Subsidiary has any
ownership interest.




(c) Section 7.02(e) of the Credit Agreement is hereby amended to read as follows:




     (e) other Investments not exceeding $5,000,000 in the aggregate in any fiscal year of the
Company;




(d) Section 7.02(h) of the Credit Agreement is hereby amended to read as follows:




(h) Investments in connection with the formation and initial capitalization of a Joint
Venture in the Company’s repair and refurbishment business segment, which non-cash
Investments shall consist of the contribution to such Joint Venture of property, plant and
equipment assets of the business conducted at Lewistown, Pennsylvania having an aggregate
book value of up to $3,500,000, together with any associated accounts receivable, inventory
and accounts payable;



     (e) Section 7.05(e) of the Credit Agreement is hereby amended to read as follows:




     (e) (i) Dispositions permitted by Section 7.04 and, (ii) to the extent
constituting a Disposition for value, and without regard to whether such Disposition is made
for cash, equity or other property and without regard to the proviso in the last sentence of
this Section 7.05 with respect to fair market value, Dispositions of property, plant
and equipment assets of the business conducted at Lewistown, Pennsylvania having an
aggregate book value of up to $3,500,000, together with any associated accounts receivable,
inventory and accounts payable, that are made in connection with the formation and initial
capitalization of the Joint Venture described in Section 7.02(h);



     (f) The following sentence is added to the end of Section 7.11 of the Credit Agreement to read
as follows:




For purposes of the financial ratio calculations in this Section 7.11, no earnings
or losses of any Managed Person shall be included.



 









 






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.

FIFTH 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.

FIFTH 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 Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	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 Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 
	 
	 	 	 	 	 	 






THE GREENBRIER COMPANIES, INC.

FIFTH AMENDMENT







 









 






	 	 	 	 	 	 	 

	 	 	MERIDIAN RAIL ACQUISITION CORP.,
	 	 	an Oregon corporation
	 
	 	 	 	 	 	 
	 

	 	By:

Name
	 	/s/ Mark J. Rittenbaum
 

Mark J. Rittenbaum
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	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.

FIFTH 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	 	/s/ Chris Swindell	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Chris Swindell	 	 
	 	 	Title:	 	SVP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,	 	 
	 	 	U.S. Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Stephen A. Sloan	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Stephen A. Sloan	 	 
	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	U.S. Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Richard J. Ameny Jr.	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Richard J. Ameny, Jr.	 	 
	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION,	 	 
	 	 	U.S. Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BRANCH BANKING & TRUST COMPANY,	 	 
	 	 	U.S. Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Brian R. Jones	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Brian R. Jones	 	 
	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CAYLON NEW YORK BRANCH,	 	 
	 	 	U.S. Lender	 	 
	 
	 

	 	By
	 	/s/ Priya Vrat
	 	/s/ Brian Bolotin
	 	
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Priya Vrat
	 	Brian Bolotin
	 	
	 

	 	Title:
	 	Director
	 	Managing Director
	 	






THE GREENBRIER COMPANIES, INC.

FIFTH AMENDMENT







 









 






	 	 	 	 	 	 	 

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

	 	By
	 	 
 	 	 
	 

	 	Name:
	 	 
 	 	 
	 

	 	Title:
	 	 
 	 	 
	 

	 	 	 	 
 	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK,
	 	 	U.S. Lender
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark Skrzynski
 
 Mark
Skrzynski	 	 
	 

	 	Title:
	 	Assistant 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/ Volker Eberhart
 
 Volker
Eberhart	 	 
	 

	 	Title:
	 	 VP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Thomas Meckel
 
 Thomas
Meckel	 	 
	 

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

	 	By:

Name:
	 	/s/ Brett German
 
 Brett
German	 	 
	 

	 	Title:
	 	 Vice President	 	 






THE GREENBRIER COMPANIES, INC.

FIFTH AMENDMENT