exv10w4






Exhibit 10.4




Execution Copy




SYNDICATION AGREEMENT




     THIS SYNDICATION AGREEMENT (“Agreement”) entered into as of this 29th day of April
2010 by and between Greenbrier Leasing Company LLC, an Oregon limited liability company
(“Greenbrier Leasing”) and WLR-Greenbrier Rail Inc., a Delaware corporation, its successor and
assigns (“WL Ross”).



     WHEREAS, WL Ross owns 100% of the membership interests of WL Ross — Greenbrier Rail Holdings
I LLC, a Delaware limited liability company (“Holdings”);



     WHEREAS, WL Ross desires to sell an interest in the membership interests in WL Ross Greenbrier
Holdings owned by WL Ross (the “Interest”);



     WHEREAS, Greenbrier Leasing intends to identify, recommend and introduce to WL Ross one or
more purchasers of the Interest and is prepared to provide other general transaction services
related to such sales; and



     WHEREAS, WL Ross desires to engage the services and compensate Greenbrier Leasing on the terms
and conditions outlined in this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein
contained, the parties agree as follows:




	1.	 	Definitions. The term “Transaction” shall mean each sale of an Interest or, alternatively,
newly issued membership interest of Holdings, to one or more entities introduced to WL Ross by
Greenbrier Leasing.
	 
	2.	 	Offering Process. Subject to the terms and conditions of this Agreement, WL Ross retains
Greenbrier Leasing as its exclusive agent during the term of this Agreement with respect to
Transactions. Greenbrier Leasing agrees to provide services to WL Ross in connection with
this Agreement as may reasonably be requested by WL Ross from time to time, including, but not
limited to:






	 	a.	 	familiarizing itself with the proposed and/or historic business, operations,
properties, financial condition and prospects of Holdings and its subsidiaries;
	 
	 	b.	 	providing a general transaction overview and timeline;
	 
	 	c.	 	assisting WL Ross in identifying and evaluating potential purchasers of the
Interest;
	 
	 	d.	 	analyzing and recommending an appropriate sale structure for the Interest;




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	 	e.	 	recommending third party appraisers, if applicable, for the Interest;
	 
	 	f.	 	providing economic analysis regarding any sale of the Interest;
	 
	 	g.	 	identifying and recommending qualified institutional buyers of the Interest;
	 
	 	h.	 	assisting in Transaction negotiations;
	 
	 	i.	 	reviewing and advising WL Ross in preparing the documentation to be used in
connection with the Transactions, including, to the extent legally required, any
disclosure documents, due diligence materials and other supporting documents;
	 
	 	j.	 	organizing closings of any Transaction; and
	 
	 	k.	 	providing post-closing financial analysis.






	2.	 	Staffing. Greenbrier Leasing shall maintain in its employ, or otherwise have available to it
through affiliates or otherwise, personnel in its judgment sufficient in number and adequate
in ability to perform all services that Greenbrier Leasing is required to perform under this
Agreement.
	 
	3.	 	Representations, Warranties and Covenants. In connection with any Transaction, the parties
shall provide to each other mutual representations and warranties, indemnities, and such other
further agreements as may be reasonably agreed.
	 
	4.	 	Covenants. The parties agree that the performance of their obligations under this Agreement
shall be in compliance with all applicable laws.
	 
	5.	 	Payment of Compensation. In the event that WL Ross enters into one or more Transactions
during the term of this Agreement or within 12 months following its termination, WL Ross shall
pay Greenbrier Leasing as compensation for services under this Agreement a fee customary in
the industry to be mutually agreed upon by the parties. WLR shall also pay, or at Greenbrier
Leasing’s option reimburse, Greenbrier Leasing, for all reasonable out-of-pocket fees and
expenses incurred by Greenbrier Leasing in connection with Greenbrier Leasing’s obligations
hereunder, in each case, provided that such out-of-pocket fees and expenses are approved by WL
Ross, such approval not to be unreasonably withheld.
	 
	6.	 	Term of Agreement.






	 	a.	 	Unless terminated earlier as provided below, this Agreement shall continue
in full force and effect until the earlier of a liquidation or dissolution of
Holdings, any sale of all of WL Ross’s interest in Holdings or its business or




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	 	 	 	any foreclosure by the senior lenders on the assets of WL Ross-Greenbrier Rail I LLC.
	 
	 	b.	 	This Agreement shall be terminable by Greenbrier Leasing for any or no
reason upon ten (10) days prior written notice; provided, that Greenbrier Leasing
shall not be permitted to provide notice of termination until the third anniversary
following the effective date of this Agreement.
	 
	 	c.	 	This Agreement shall be terminable by either party at any time by written
notice to the other party if such party materially breaches this Agreement and the
breach is not cured within 30 days after receipt of written notice from the
non-breaching party.
	 
	 	d.	 	This Agreement shall be terminable by WL Ross upon ten (10) days prior
written notice to Greenbrier Leasing following the occurrence of any “Manager
Termination Event” under that certain railcar management agreement between Greenbrier
Management Services, LLC and WL Ross-Greenbrier Rail I LLC.






	7.	 	Condition Precedent. This Agreement shall be effective as of the date first written above.
Notwithstanding the forgoing, while the compensation for services may be earned prior to the
License Date (as hereinafter defined), WL Ross’ obligations to pay such compensation to
Greenbrier Leasing shall be contingent upon Greenbrier Leasing or its successors and/or
assigns possessing the necessary licenses under federal and state law to perform the services
described hereunder. “License Date” shall mean the date upon which Greenbrier Leasing, its
successors and/or assigns, has obtained the last of any necessary licenses under federal and
state law to perform the services described hereunder.
	 
	8.	 	Indemnification. Each party hereto (an “Indemnifying Party”) will indemnify and hold
harmless the other party (collectively, an “Indemnified Party”) and such Indemnified Party’s
affiliates, shareholders, partners, directors, members, officers, managers, control persons,
agents, representatives and employees from and against any losses, claims, damages, judgments,
assessments, costs and other liabilities (collectively “Liabilities”), and will reimburse each
Indemnified Party for all reasonable fees and expenses, including, but not limited to,
reasonable attorneys’ fees (collectively, “Expenses”) as they are reasonably incurred in
investigating, preparing, pursuing or defending any claim, action, proceeding or
investigation, whether or not in connection with pending or threatened litigation and whether
or not any Indemnified Party is a party (collectively, “Actions”), arising out of or in
connection with a breach by such Indemnifying Party of this Agreement, except to the extent
resulting from such Indemnified Party’s negligence or misconduct in connection with the this
Agreement. No Indemnifying Party, nor any of such Indemnified Party’s affiliates,
shareholders, partners, directors, members, officers, managers, control persons, agents,
representatives and employees shall be liable for special, incidental or consequential
damages, or for compensation, reimbursement or damages on account of the loss of present or
prospective profits, expenditures, investments or commitments, whether made in the
establishment, development or maintenance of business reputation, goodwill or any other reason
whatsoever. Each




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	 	 	Indemnifying Party hereto also agrees to reimburse each Indemnified Party for all Expenses as
they are incurred in connection with enforcing such Indemnified Party’s rights under this
Agreement. The right to indemnification under this Section shall survive termination of this
Agreement.
	 
	9.	 	Survival. Sections 5 (Compensation) and Section 8 (Indemnity) in this Agreement shall remain
in full force and effect regardless of (a) any termination of this Agreement, (b) any
investigation made by or on behalf of Greenbrier Leasing or controlling person thereof, or by
or on behalf of the Company or its directors or officers and (c) the closing of any
Transaction under this Agreement.
	 
	10.	 	Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS
OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).
	 
	11.	 	Miscellaneous. This Agreement shall inure to the benefit of the parties hereto and their
respective successors and assigns. Any purchaser of interests in a Transaction shall not be a
successor or assign under this Agreement. Greenbrier Leasing shall have the right to assign
this Agreement or the obligations or rights hereunder to its affiliates or subcontract this
Agreement to, or associate with, a registered broker dealer, whether or not an affiliate of
Greenbrier Leasing, in each case with prior consent from WL Ross not to be unreasonably
withheld. This Agreement contains the entire understanding of the parties hereto in respect
of the subject matter contained herein. This Agreement supersedes all prior agreements,
whether written or oral, between the parties with respect to the subject matter hereof. This
Agreement may be amended only by a written agreement duly executed by the parties hereto.
This Agreement may be executed in two or more counterparts, all of which together shall be
considered a single instrument. Facsimile transmission of any signed original of this
Agreement, and retransmission of any facsimile transmission, shall be the same as delivery of
an original of this Agreement.





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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	GREENBRIER LEASING COMPANY LLC	 	 	 	WLR-GREENBRIER RAIL INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Larry Stanley	 	 	 	By:	 	/s/ Wendy Teramoto	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Larry D. Stanley
	 	 	 	 	 	Name:
	 	Wendy Teramoto	 	 
	 

	 	Its:
	 	Vice President
	 	 	 	 	 	Its:
	 	Vice President	 	 






SIGNATURE PAGE — SYNDICATION AGREEMENT