exv10w3






Exhibit 10.3




Execution Copy



Certain confidential information contained in this Exhibit was omitted by means of redacting a
portion of the text and replacing it with brackets and asterisks ([***]). This Exhibit has been
filed separately with the SEC without the redaction pursuant to a Confidential Treatment Request
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




CONTRACT PLACEMENT AGREEMENT




          This Contract Placement Agreement (this “Agreement”), dated April 29, 2010 (the
“Effective Date”), is between WLR-Greenbrier Rail Inc. (“Parent”) and Greenbrier
Leasing Company LLC (“GLC”).




          WHEREAS, Parent is the owner of 100% of the outstanding equity interests in WL Ross-Greenbrier
Rail Holdings I LLC (“Holdings”), and Holdings is the owner of 100% of the outstanding
equity interests in WL Ross-Greenbrier Rail I LLC (“Owner”);




          WHEREAS, provided that Holdings is sufficiently capitalized by Parent, GLC wishes to be, or to
have its affiliate, contractually appointed as the: (a) exclusive manager of certain rail cars
owned by Owner; (b) exclusive agent for the placement of the sale of certain interests in Holdings;
and (c) consultant to provide certain advisory services to Parent;




          WHEREAS, Parent is willing, in exchange for the Contract Placement Fee (defined below) to
contractually appoint, or cause the appointment of, GLC or its affiliate, as the: (a) exclusive
manager of certain rail car assets owned by Owner; (b) exclusive agent for the placement of the
sale of certain interests in Holdings; and (c) exclusive consultant to provide certain advisory
services to Parent;




          NOW THEREFORE, Parent and GLC expressly acknowledge and agree to as follows:




          1. Contract Placement Fee.




               (a) In accordance with Section 1(b), GLC will pay Parent as compensation a fee equal to
$6,049,543 (the “Contract Placement Fee”) in exchange for Parent:



                    (i) Appointing GLC as its exclusive consultant to perform the services set forth in the
Advisory Services Agreement (“ASA”) executed by Parent and GLC as of the Effective Date;



                    (ii) Appointing GLC as its exclusive placement agent to perform the services set forth in
the Syndication Agreement (“SA”) executed by Parent and GLC as of the Effective Date; and



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                    (iii) Causing Owner to appoint GLC or its affiliate as the exclusive manager of certain rail
car assets owned by Owner as set forth in the Railcar Remarketing and Management Agreement
(“RCMA”) executed by Owner and GLC or its affiliate as of the Effective Date.



               (b) GLC will pay the Contract Placement Fee to Parent by wire transfer of immediately
available U.S. funds to an account designated in writing by Parent upon:




               (i) execution and delivery of the ASA and SA by Parent;




               (ii) execution and delivery of the RCMA by Owner; and




               (iii) delivery to GLC of written evidence in a form satisfactory to GLC that Parent
has made a capital contribution to Holdings of at least $[***].


Once paid, the fee will not be refundable in any circumstances, including without limitation, upon
any termination of the ASA, SA or RCMA.




          2. Confidentiality. The terms and conditions of this Agreement are confidential, and
except as otherwise required by law, neither party shall disclose this Agreement or any portion
hereof to any person other than its legal counsel, affiliates, representatives, owners, agents and
accountants (who shall each be under an obligation to maintain such confidentiality) without the
prior written consent of the other party.




          3. No Assignment. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns but may not be assigned (and no duties may
be delegated) by any party without the prior written consent of the other parties hereto not to be
unreasonably withheld.




          4. Waiver or Modification. No waiver or modification of any of the terms of this
Agreement shall be valid unless in writing and signed by the party to be charged. No waiver by any
party of a breach hereof or a default hereunder shall be deemed a waiver by such party of a
subsequent breach or default of like or unlike or similar or dissimilar nature.




          5. Severability. If any term or provision of this Agreement is held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining terms and
provisions shall not in any way be affected or impaired thereby and shall be valid and enforced to
the fullest extent permitted by law.




          6. Governing Law, Jurisdiction and Venue. This Agreement and all matters collateral
hereto shall be governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed solely in New York (without giving effect to any
conflict of law principles under New York law). The parties agree that the sole and exclusive
jurisdiction of any action or suit in connection with this Agreement or any claim, dispute or
controversy arising therefrom or in




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connection therewith will lie in the Federal Court located in the County of New York,
State of New York, and if that court lacks jurisdiction, in the State Court in the same county.
EACH OF GLC AND PARENT (ON THEIR OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF THEIR EQUITY HOLDERS) IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING
OUT OF THE PERFORMANCE BY GLC, HOLDINGS OR PARENT OF THE ACTIONS CONTEMPLATED BY, THIS AGREEMENT.




          7. Counterparts. The parties hereto agree that this Agreement may be executed in
counterparts with the same effect as if all parties had signed the same document. Facsimile
counterparts shall be deemed to be original execution copies. All counterparts shall be construed
together and shall constitute one Agreement.




          8. Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon personal delivery or
delivery by courier to the party to be notified, or upon deposit with the United States Post
Office, to be sent by registered or certified mail, postage prepaid and addressed to the party to
be notified at the following address:




Greenbrier Leasing Company LLC

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035

Attn: General Counsel




WLR-Greenbrier Rail Inc.

1166 Avenue of the Americas

New York, New York 10036

Attn: Wendy L. Teramoto



or at such other address as such party may designate by advance written notice to the other party.




          9. Relationship of Parties. GLC is an independent contractor of Parent and Owner, and
nothing in this Agreement, the ASA, SA or the RCMA will create a joint venture or partnership, or
establish a relationship of principal and agent, or any other relationship of a similar nature,
between the parties, and no party to this Agreement shall take any position inconsistent with the
foregoing.




          10. Entire Agreement; Binding Effect. This Agreement contains the sole and entire
agreement and understanding of the parties with respect to the subject matter hereof, superseding
all prior communications, agreements and understandings, whether written or oral. This Agreement
shall not be amended or modified except in a writing signed by both parties. This Agreement shall
be binding both parties’ legal representatives, successors and assigns.




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	WLR-GREENBRIER RAIL INC.

 	 	 
	By:  	/s/ Wendy Teramoto
 	 	 
	 	Name:  	Wendy Teramoto 	 	 
	 	Title:  	Vice President 	 	 
	 
	GREENBRIER LEASING COMPANY LLC

 	 	 
	By:  	/s/ Larry Stanley
 	 	 
	 	Name:  	Larry D. Stanley 	 	 
	 	Title:  	Vice President 	 	 
	 



Contract Placement Agreement

Signature Page