EX-10.3



 Exhibit 10.3 
 October 7, 2010 
 The Greenbrier Companies, Inc. 

One Centerpointe Drive, Suite 200 
 Lake Oswego,
OR 97035 
  

	Re:	First Amendment to Second Amended and Restated Credit Agreement, dated as of June 30, 2011 (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 Lenders from time
to time party thereto, and Bank of America, N.A., as Administrative Agent. 

 Ladies and Gentlemen: 

Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the
Credit Agreement. 
 The parties hereto agree that Section 7.03(p) of the Credit Agreement is hereby amended to read as follows:

 (p) other Indebtedness, on terms reasonably acceptable to the Administrative Agent, in an aggregate principal
amount at any one time outstanding not to exceed $150,000,000; provided that if such Indebtedness is secured, the aggregate principal amount of such secured Indebtedness shall not exceed $5,000,000 at any time outstanding and the Liens
securing such Indebtedness are permitted by Section 7.01(y); 
 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 the execution hereof by the Loan Parties, the Required Lenders and the Administrative Agent.

 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 New
York. 
  

			
	Sincerely,
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Tiffany Shin

	Name:	 	 Tiffany Shin

	Title:	 	 Assistant Vice President




  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 








 ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: 

 

							
	BORROWER:	 		 	THE GREENBRIER COMPANIES, INC.,
		 		 	an Oregon corporation
				
		 		 	By:	 	 /s/ Lorie L. Leeson

		 		 	Name:	 	 Lorie L. Leeson

		 		 	Title:	 	 Vice President-Corporate Finance & Treasurer

	SUBSIDIARY	 		 		 	
	GUARANTORS:	 		 	GUNDERSON LLC,
		 		 	an Oregon limited liability company
				
		 		 	By:	 	 /s/ Lorie L. Leeson

		 		 	Name:	 	 Lorie L. Leeson

		 		 	Title:	 	 Class B Manager

				
		 		 	By:	 	 /s/ James W. Cruckshank

		 		 	Name:	 	 James W. Cruckshank

		 		 	Title:	 	 Class B Manager

			
		 		 	GREENBRIER LEASING COMPANY, LLC,
		 		 	an Oregon limited liability company
				
		 		 	By:	 	 /s/ Lorie L. Leeson

		 		 	Name:	 	 Lorie L. Leeson

		 		 	Title:	 	 Vice President



  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 









			
	GREENBRIER RAILCAR LLC,
	an Oregon limited liability company
		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Treasurer

	
	GUNDERSON RAIL SERVICES LLC,
	an Oregon limited liability company
		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Treasurer

	
	GUNDERSON MARINE LLC,
	an Oregon limited liability company
		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Treasurer




  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 









			
	 GREENBRIER-CONCARRIL, LLC,
 a Delaware limited liability company

		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Class B Manager

		
	By:	 	 /s/ James W. Cruckshank

	Name:	 	 James W. Cruckshank

	Title:	 	 Class B Manager

	
	 GREENBRIER LEASING LIMITED PARTNER, LLC,
 a Delaware limited liability company

		
	By:	 	Greenbrier Leasing Company LLC
	Its:	 	Sole Member
		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Vice President

	
	 GREENBRIER MANAGEMENT SERVICES, LLC,
 a Delaware limited liability company

		
	By:	 	Greenbrier Leasing Company LLC
	Its:	 	Sole Member
		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Vice President




  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 








 
			
	BRANDON RAILROAD LLC,
	an Oregon limited liability company
		
	By:	 	Greenbrier Rail Services LLC
	Its:	 	Sole Member
		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Treasurer

	
	 MERIDIAN RAIL HOLDINGS CORP.,
 an Oregon corporation

		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Treasurer

	
	 MERIDIAN RAIL ACQUISITION CORP.,
 an Oregon corporation

		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Treasurer




  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 









			
	 MERIDIAN RAIL MEXICO CITY CORP.
 an Oregon corporation

		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Treasurer

	
	 GREENBRIER LEASING, L.P.,
 a Delaware limited partnership

		
	By:	 	Greenbrier Management Services, LLC
	Its:	 	General Partner
		
	By:	 	Greenbrier Leasing Company LLC
	Its:	 	Sole Member
		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Vice President




  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 








 
			
	GUNDERSON SPECIALTY PRODUCTS, LLC,
	a Delaware limited liability company
		
	By:	 	Gunderson LLC
	Sole Member
		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Class B Manager

		
	By:	 	 /s/ James W. Cruckshank

	Name:	 	 James W. Cruckshank

	Title:	 	 Class B Manager

	
	 GREENBRIER RAILCAR LEASING, INC.
 a Washington corporation

		
	By:	 	 /s/ Mark J. Rittenbaum

	Name:	 	 Mark J. Rittenbaum

	Title:	 	 Executive Vice President

	
	 AUTOSTACK COMPANY LLC,
 an Oregon corporation

		
	By:	 	 /s/ Lorie L. Leeson

	Name:	 	 Lorie L. Leeson

	Title:	 	 Treasurer




  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 








 ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: 

 

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

				
		 		 	By:	 	 /s/ Chris Swindell

		 		 	Name:	 	 Chris Swindell

		 		 	Title:	 	 SVP

			
		 		 	UNION BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Stephen Sloan

		 		 	Name:	 	 Stephen Sloan

		 		 	Title:	 	 Vice President

			
		 		 	FIFTH THIRD BANK, as a Lender
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	UMPQUA BANK, as a Lender
				
		 		 	By:	 	 /s/ Jeffrey Seiler

		 		 	Name:	 	 Jeffrey Seiler

		 		 	Title:	 	 Vice President



  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 









							
		 		 	GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender
				
		 		 	By:	 	 /s/ Rick Canonico

		 		 	Name:	 	 Rick Canonico

		 		 	Title:	 	 Authorized Signatory

			
		 		 	BANK OF THE WEST, as a Lender
				
		 		 	By:	 	 /s/ Brett German

		 		 	Name:	 	 Brett German

		 		 	Title:	 	 Vice President

			
		 		 	CRÉDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT 








 
			
	COLUMBIA BANK, as a Lender
		
	By:	 	 /s/ Bill Barclay

	Name:	 	 Bill Barclay

	Title:	 	 SVP




  
 THE GREENBRIER
COMPANIES, INC. 
 FIRST AMENDMENT