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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT dated as of May 11, 2005 (the "AGREEMENT",
and such date the "CLOSING DATE") among THE GREENBRIER COMPANIES, INC., a
Delaware corporation (the "COMPANY") and the guarantors listed on the signature
page of this Agreement (the "GUARANTORS"), and Banc of America Securities LLC
and Bear Stearns & Co. Inc. (collectively, the "INITIAL PURCHASERS").

      This Agreement is made pursuant to the Purchase Agreement dated May 5,
2005 among the Company, the Guarantors and the Initial Purchasers (the "PURCHASE
AGREEMENT"), which Agreement provides for the issue and sale by the Company to
the Initial Purchasers of $175,000,000 aggregate principal amount of the
Company's 8-3/8% Senior Notes due 2015 (the "NOTES"), which Notes are guaranteed
by the Guarantors (the "GUARANTEES"). In order to induce the Initial Purchasers
to enter into the Purchase Agreement, the Company and the Guarantors have agreed
to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights set forth in this Agreement. The execution of this
Agreement is a condition to the closing of the transactions contemplated by the
Purchase Agreement.

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties hereto covenant
and agree as follows:

      1. DEFINITIONS.

            As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

            "1933 ACT" shall mean the Securities Act of 1933, as amended from
time to time.

            "1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

            "BROKER PROSPECTUS PERIOD" shall mean a period of at least 365 days
after the consummation of the Exchange Offer during which the Company shall make
a prospectus meeting the requirements of the 1933 Act available to all
Participating Broker Dealers for use in connection with any resale of any
Exchange Notes acquired in the Exchange Offer.

            "COMPANY" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

            "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.

            "EXCHANGE NOTES" shall mean the 8-3/8% Senior Notes due 2015 to be
issued by the Company and guaranteed by the Guarantors under the Indenture
containing terms identical to the Notes in all material respects (except for
references to certain interest rate provisions, restrictions

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on transfers and restrictive legends), to be offered to Holders of Notes in
exchange for Transfer Restricted Securities pursuant to the Exchange Offer.

      "EXCHANGE OFFER" shall mean an offer to the Holders pursuant to Section
2.1 hereof to exchange Transfer Restricted Securities for Exchange Notes.

      "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933 Act
effected pursuant to Section 2.1 hereof.

      "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

      "EXCHANGE PERIOD" shall have the meaning set forth in Section 2.1 hereof.

      "HOLDER" shall mean an Initial Purchaser, for so long as it owns any
Transfer Restricted Securities, and each of its successors, assigns and direct
and indirect transferees who become registered owners of Transfer Restricted
Securities under the Indenture and each Participating Broker-Dealer that holds
Exchange Notes for so long as such Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Notes.

      "INDENTURE" shall mean the Indenture dated as of May 11, 2005, among the
Company, the Guarantors, and U.S. Bank National Association as trustee, as the
same may be amended, supplemented, waived or otherwise modified from time to
time in accordance with the terms thereof.

      "INITIAL PURCHASERS" shall have the meaning set forth in the preamble.

      "LIQUIDATED DAMAGES" shall have the meaning set forth in Section 2.5
hereof.

      "MAJORITY HOLDERS" shall mean the Holders of a majority in aggregate
principal amount of Outstanding (as defined in the Indenture) Transfer
Restricted Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Transfer Restricted Securities is required
hereunder, Transfer Restricted Securities held by the Company and other obligors
on the Notes or any Affiliate (as defined in the Indenture) of the Company or
any Guarantor shall be disregarded in determining whether such consent or
approval was given by the Holders of such required percentage amount.

      "NOTES" shall have the meaning set forth in the preamble hereof.

      "PARTICIPATING BROKER-DEALER" shall mean any of the Initial Purchasers and
any other broker-dealer which makes a market in the Notes and exchanges Transfer
Restricted Securities in the Exchange Offer for Exchange Notes.

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      "PERSON" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

      "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Transfer Restricted Securities covered by a Shelf Registration Statement,
and by all other amendments and supplements to a prospectus, including post
effective amendments, and in each case including all material incorporated by
reference therein.

      "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

      "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. (the "NASD") registration and filing
fees, including, if applicable, the fees and expenses of any "qualified
independent underwriter" that is required to be retained by any holder of
Transfer Restricted Securities in accordance with the rules and regulations of
the NASD, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws and compliance with the rules of the NASD
(including reasonable fees and disbursements of counsel for any underwriters or
Holders in connection with blue sky qualification of any of the Exchange Notes
or Transfer Restricted Securities and any filings with the NASD), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus, any
amendments or supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all fees and expenses incurred in connection with the
listing, if any, of any of the Transfer Restricted Securities on any securities
exchange or exchanges, (v) all rating agency fees, (vi) the fees and
disbursements of counsel for the Company and the Guarantors and of the
independent public accountants of the Company and the Guarantors, including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance, (vii) the fees and expenses of the Trustee
(including the reasonable fees and disbursements of its counsel), and any escrow
agent or custodian, and (viii) any fees and disbursements of the underwriters
customarily required to be paid by issuers or sellers of securities and the fees
and expenses of any special experts retained by the Company and the Guarantors
in connection with any Registration Statement, but excluding underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Transfer Restricted Securities by a Holder.

      "REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any of the Exchange Notes or Transfer Restricted Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

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      "SEC" shall mean the Securities and Exchange Commission or any successor
agency or government body performing the functions currently performed by the
United States Securities and Exchange Commission.

      "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2.2 hereof.

      "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 2.2 of this Agreement which
covers Transfer Restricted Securities on an appropriate form under Rule 415
under the 1933 Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

      "TIA" shall have the meaning set forth in Section 2.1 hereof.

      "TRANSFER RESTRICTED SECURITIES" shall mean the Notes; provided, however,
that the Notes shall cease to be Transfer Restricted Securities when (i) such
Transfer Restricted Security has been exchanged by a person (other than a
Participating Broker-Dealer) for an Exchange Note in the Exchange Offer, (ii)
following the exchange by a Participating Broker-Dealer in the Exchange Offer of
a Transfer Restricted Security for an Exchange Note, the date on which such
Exchange Note is sold to a purchaser who received from such Participating
Broker-Dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, as amended or
supplemented, (iii) such Transfer Restricted Security has been effectively
registered under the 1933 Act and disposed of in accordance with the Shelf
Registration Statement, (iv) such Transfer Restricted Security is eligible for
distribution to the public pursuant to Rule 144(k) (or any similar provision
then in force, but not Rule 144A) under the 1933 Act, or (v) such Transfer
Restricted Security ceases to be outstanding.

      "TRUSTEE" shall mean the trustee with respect to the Notes under the
Indenture.

      2. REGISTRATION UNDER THE 1933 ACT.

            2.1 EXCHANGE OFFER. To the extent not prohibited by any applicable
law or applicable interpretations of the staff of the SEC, the Company and the
Guarantors shall, for the benefit of the Holders, (A) file the Exchange Offer
Registration Statement with the SEC on or prior to the 90th day following the
Closing Date, which Exchange Offer Registration Statement shall be on an
appropriate form under the 1933 Act and shall relate to a proposed Exchange
Offer and the issuance and delivery to the Holders who so elect, in exchange for
the Transfer Restricted Securities of a like principal amount of Exchange Notes,
(B) use their best efforts to have the Exchange Offer Registration Statement
declared effective by the SEC under the 1933 Act on or prior to the 180th day
following the Closing Date, (C) commence the Exchange Offer promptly after the
Exchange Offer Registration Statement is declared effective, (D) keep the
Exchange Offer open for acceptance for not less than 20 business days after
notice thereof is mailed to Holders (or longer if required by applicable law)
(such period referred to herein as the "EXCHANGE PERIOD") and consummate the
Exchange Offer no later than 40 business days following the date on which the
Exchange Offer Registration Statement is declared effective by the SEC, (E) use
their best efforts to issue, promptly after the end of the Exchange Period,

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Exchange Notes in exchange for all Transfer Restricted Securities that have been
properly tendered for exchange during the Exchange Period and (F) use their best
efforts to maintain the effectiveness of the Exchange Offer Registration
Statement during the Exchange Period and thereafter until such time as the
Company has issued Exchange Notes in exchange for all Transfer Restricted
Securities that have been properly tendered for exchange during the Exchange
Period. The Exchange Notes will be issued under the Indenture.

            As a condition to participating in the Exchange Offer, a Holder will
be required to represent to the Company that (a) it is not an affiliate of the
Company or the Guarantors within the meaning of Rule 405 under the 1933 Act, (b)
any Exchange Notes to be received by it will be acquired in the ordinary course
of its business, (c) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange
Notes, (d) if such Holder is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Transfer Restricted Securities acquired as a
result of market-making or other trading activities, that such broker-dealer
will deliver a prospectus in connection with any resale of such Exchange Notes,
and (e) it has no arrangements or understandings with any Person to participate
in the distribution of the Transfer Restricted Securities or the Exchange Notes.
In connection with the Exchange Offer, the Company and the Guarantors shall
additionally:

            (a) utilize the services of the Depositary for the Exchange Offer;

            (b) permit Holders to withdraw tendered Transfer Restricted
      Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the
      last business day of the Exchange Period, by sending to the institution
      specified in the notice, a telegram, telex, facsimile transmission or
      letter setting forth the name of such Holder, the principal amount of
      Transfer Restricted Securities delivered for exchange, and a statement
      that such Holder is withdrawing such Holder's election to have such Notes
      exchanged;

            (c) notify each Holder that any Transfer Restricted Securities not
      tendered will remain outstanding and continue to accrue interest, but will
      not retain any rights under this Agreement or accrue any additional
      interest pursuant to Section 2.5 hereof (except in the case of the Initial
      Purchasers and Participating Broker-Dealers as provided herein); and

            (d) otherwise comply in all respects with all applicable laws
      relating to the Exchange Offer.

      The Exchange Notes shall be issued under (i) the Indenture or (ii) an
indenture identical in all material respects to the Indenture and which, in
either case, has been qualified under the Trust Indenture Act of 1939, as
amended (the "TIA"), or is exempt from such qualification and shall provide that
the Exchange Notes shall not be subject to the transfer restrictions set forth
in the Indenture. The Exchange Notes and the Notes shall vote and consent
together on all matters as one class and neither the Exchange Notes nor the
Notes will have the right to vote or consent as a separate class on any matter.

      As soon as practicable after the close of the Exchange Offer, the Company
and the Guarantors shall:

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            (i) accept for exchange all Transfer Restricted Securities duly
      tendered and not validly withdrawn pursuant to the Exchange Offer in
      accordance with the terms of the Exchange Offer Registration Statement and
      the letter of transmittal which shall be an exhibit thereto;

            (ii) deliver to the Trustee for cancellation all Transfer Restricted
      Securities so accepted for exchange; and

            (iii) cause the Trustee promptly to authenticate and deliver to each
      Holder of Transfer Restricted Securities a principal amount of Exchange
      Notes equal to the principal amount of the Transfer Restricted Securities
      of such Holder so accepted for exchange.

      Interest on each Exchange Note, including Liquidated Damages, will accrue
(a) from the later of (i) the last date on which interest was paid on the
Transfer Restricted Securities surrendered in exchange therefor or (ii) if the
Transfer Restricted Securities are surrendered for exchange on a date in a
period which includes the record date for an interest payment date to occur on
or after the date of such exchange and as to which interest will be paid, the
date of such interest payment date or (b) if no interest has been paid on the
Transfer Restricted Securities, from the Closing Date. The Company shall inform
the Initial Purchasers of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Initial Purchasers shall have the right, but not
the obligation, to contact such Holders and otherwise facilitate the tender of
Transfer Restricted Securities in the Exchange Offer.

            2.2 SHELF REGISTRATION. If,

            (i) the Company or any Guarantor is not permitted to file the
      Exchange Offer Registration Statement or to consummate the Exchange Offer
      because the Exchange Offer is not permitted by applicable law or SEC rules
      and regulations, or applicable interpretations of the staff of the SEC,

            (ii) for any other reason the Exchange Offer is not consummated
      within 222 days after the Closing Date, or

            (iii) any Holder notifies the Company in writing prior the 20th
      business day following consummation of the Exchange Offer that:

                  (1) such Holder is prohibited by law or SEC rules from
            participating in the Exchange Offer,

                  (2) such Holder may not resell or otherwise transfer the
            Exchange Notes acquired by it in the Exchange Offer to the public
            without delivering a prospectus and the prospectus contained in the
            Exchange Offer Registration Statement is not appropriate for such
            resales by such Holder, or

                  (3) such Holder is a broker-dealer and owns Notes acquired
            directly from the Company or an affiliate of the Company,

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then in case of each of clauses (i) through (iii) the Company and the Guarantors
shall promptly deliver to the Holders and the Trustee written notice thereof and
shall, at their cost:

            (a) file with the SEC as promptly as practicable (and, in any event
      on or prior to the 45th day after such filing obligation arises) and
      thereafter shall use their best efforts to cause to be declared effective
      no later than 90 days after such filing obligation arises, a Shelf
      Registration Statement relating to the offer and sale of the Transfer
      Restricted Securities by the Holders from time to time in accordance with
      the methods of distribution elected by the Holders of a majority in
      aggregate principal amount of Transfer Restricted Securities participating
      in the Shelf Registration and set forth in such Shelf Registration
      Statement; provided, however, that, if the obligation to file the Shelf
      Registration Statement arises because the Exchange Offer has not been
      consummated within 222 days after the Closing Date, the Company and
      Guarantors shall use their best efforts to file the Shelf Registration
      Statement as promptly as practicable after such date, and in any event
      prior to the 253rd day following the Closing Date,

            (b) use their best efforts to keep the Shelf Registration Statement
      continuously effective, supplemented and amended (including through
      post-effective amendments on Form S-3 if the Company is eligible to use
      such Form) in order to permit the Prospectus forming part thereof to be
      usable by Holders for a period of two years from the date the Shelf
      Registration Statement is declared effective by the SEC, or for such
      shorter period that will terminate when all Transfer Restricted Securities
      covered by the Shelf Registration Statement have been sold pursuant to the
      Shelf Registration Statement or cease to be outstanding or otherwise to be
      Transfer Restricted Securities (the "EFFECTIVENESS PERIOD"); provided,
      however, that the Effectiveness Period in respect of the Shelf
      Registration Statement shall, upon written request to the Company, be
      extended to the extent required to permit dealers to comply with the
      applicable prospectus delivery requirements of Rule 174 under the 1933 Act
      and as otherwise provided herein, and

            (c) notwithstanding any other provisions hereof, use their best
      efforts to ensure that (i) any Shelf Registration Statement and any
      amendment thereto and any Prospectus forming part thereof and any
      supplement thereto complies in all material respects with the 1933 Act and
      the rules and regulations thereunder, (ii) any Shelf Registration
      Statement and any amendment thereto does not, when it becomes effective,
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading and (iii) any Prospectus forming part of any Shelf
      Registration Statement, and any supplement to such Prospectus (as amended
      or supplemented from time to time), does not include an untrue statement
      of a material fact or omit to state a material fact necessary in order to
      make the statements, in light of the circumstances under which they were
      made, not misleading.

            The Company and the Guarantors shall not permit any securities other
than Transfer Restricted Securities to be included in the Shelf Registration
Statement. The Company and the Guarantors further agree, if necessary, to
supplement or amend the Shelf Registration Statement, as required by Section
3(b) below, and to furnish to the Holders of Transfer Restricted Securities
copies of any such supplement or amendment promptly after its being used or
filed with the SEC.

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            2.3 EXPENSES. The Company and the Guarantors shall pay all
Registration Expenses in connection with the registration pursuant to Section
2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Transfer Restricted Securities pursuant to the Shelf Registration Statement.

            2.4 EFFECTIVENESS. An Exchange Offer Registration Statement pursuant
to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Transfer Restricted Securities pursuant to an
Exchange Offer Registration Statement or a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to be effective during the period of such interference, until
the offering of Transfer Restricted Securities pursuant to such Registration
Statement may legally resume.

            2.5 LIQUIDATED DAMAGES. In the event that either,

            (a) the Exchange Offer Registration Statement is not filed with the
      SEC on or prior to the 90th calendar day following the Closing Date, or a
      Shelf Registration Statement is not filed with the SEC prior to the dates
      specified for such filing in Section 2.2 hereof;

            (b) the Exchange Offer Registration Statement has not been declared
      effective by the SEC under the 1933 Act on or prior to the 180th day
      following the Closing Date, or a Shelf Registration Statement is not
      declared effective by the SEC under the 1933 Act on or prior to the 90th
      day after such filing obligation arises,

            (c) the Exchange Offer is not consummated within 222 days after the
      Closing Date,

            (d) a Shelf Registration Statement is declared effective but
      thereafter, during the period for which the Company and the Guarantors are
      required to maintain the effectiveness of such Shelf Registration
      Statement, it ceases to be effective or usable in connection with the
      resale of the Notes covered by such Shelf Registration Statement, and such
      failure to remain effective or to be useable exists for more than 30 days
      (whether or not successive) within any 12-month period, or

            (e) the Exchange Offer Registration Statement is declared effective,
      but thereafter, during the Broker Prospectus Period, it ceases to be
      effective (or the Company or any Guarantor restricts the use of the
      prospectus included therein) and such failure to remain effective or to be
      useable exists for more than 30 days (whether or not successive) within
      any 12-month period (each such event referred to in these clauses (a)
      through (e) above, a "REGISTRATION DEFAULT"),

then, the interest rate borne by the Transfer Restricted Securities shall be
increased by one-half of one percent (0.50%) per annum with respect to the first
90-day period (or portion thereof) while a Registration Default is continuing
immediately following the occurrence of such

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Registration Default, which rate will increase by an additional one half of one
percent (0.50%) per annum at the beginning of each subsequent 90-day period (or
portion thereof) while a Registration Default is continuing until all
Registration Defaults have been cured, provided that the maximum aggregate
increase in the interest rate on the Transfer Restricted Securities will in no
event exceed one and one-half percent (1.50%) per annum (the "LIQUIDATED
DAMAGES"). Following the cure of all Registration Defaults the accrual of
Liquidated Damages will cease and the interest rate on the Transfer Restricted
Securities will revert to the original rate. Notwithstanding the foregoing, any
Registration Default specified in clause (a), (b) or (c) of this Section that
relates to the Exchange Offer Registration Statement or the Exchange Offer shall
be deemed cured at such time as the Shelf Registration Statement is declared
effective by the SEC, or earlier upon the cure of the Registration Default
described therein. Liquidated Damages shall be computed based on the actual
number of days elapsed in each 90-day period while a Registration Default is
continuing.

      The Company shall notify the Trustee within three business days after each
and every date on which an event occurs in respect of which Liquidated Damages
are required to be paid (an "EVENT DATE"). Any Liquidated Damages due shall be
payable on each interest payment date to the Holder of Notes with respect to
which Liquidated Damages are due and owing. Each obligation to pay Liquidated
Damages shall be deemed to accrue from and including the day following the
applicable Event Date.

      3. REGISTRATION PROCEDURES.

            In connection with the obligations of the Company and the Guarantors
with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof,
the Company and the Guarantors shall:

            (a) prepare and file with the SEC a Registration Statement, within
      the relevant time period specified in Section 2, on the appropriate form
      under the 1933 Act and the rules promulgated thereunder, which form (i)
      shall be selected by the Company, (ii) shall, in the case of a Shelf
      Registration, be available for the sale of the Transfer Restricted
      Securities by the selling Holders thereof, (iii) shall comply as to form
      in all material respects with the requirements of the applicable form and
      include or incorporate by reference all financial statements required by
      the SEC to be filed therewith or incorporated by reference therein, and
      (iv) shall comply in all respects with the requirements of Regulation S-T
      under the 1933 Act;

            (b) prepare and file with the SEC such amendments and post-effective
      amendments to each Registration Statement as may be necessary under
      applicable law to keep such Registration Statement effective for the
      applicable period; and cause each Prospectus to be supplemented by any
      required prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 (or any similar provision then in force) under the
      1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and
      the rules and regulations thereunder applicable to them with respect to
      the disposition of all securities covered by each Registration Statement
      during the applicable period in accordance with the intended method or
      methods of distribution by the selling Holders thereof (including sales by
      any Participating Broker-Dealer);

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            (c) in the case of a Shelf Registration, (i) notify each Holder of
      Transfer Restricted Securities to be covered thereby, at least five
      business days prior to filing, that a Shelf Registration Statement with
      respect to such Transfer Restricted Securities is being filed and advising
      such Holders that the distribution of such Transfer Restricted Securities
      will be made in accordance with the method selected by a majority in
      aggregate principal amount of the Holders of Transfer Restricted
      Securities participating in the Shelf Registration; (ii) furnish to each
      Holder of Transfer Restricted Securities to be covered thereby and to each
      underwriter of an underwritten offering of Transfer Restricted Securities,
      if any, without charge, as many copies of each Prospectus, including each
      preliminary Prospectus, and any amendment or supplement thereto and such
      other documents as such Holder or underwriter may reasonably request,
      including financial statements and schedules and, if the Holder so
      requests, all exhibits in order to facilitate the public sale or other
      disposition of the Transfer Restricted Securities; and (iii) do hereby
      consent to the use of the Prospectus or any amendment or supplement
      thereto in accordance with applicable law by each of the selling Holders
      of Transfer Restricted Securities in connection with the offering and sale
      of the Transfer Restricted Securities covered by the Prospectus or any
      amendment or supplement thereto;

            (d) use their reasonable best efforts to register or qualify the
      Transfer Restricted Securities under all applicable state securities or
      "blue sky" laws of such jurisdictions as any Holder of Transfer Restricted
      Securities covered by a Registration Statement and each underwriter of an
      underwritten offering of Transfer Restricted Securities shall reasonably
      request in writing by the time the applicable Registration Statement is
      declared effective by the SEC, and do any and all other acts and things
      which may be reasonably necessary or advisable to enable each such Holder
      and underwriter to consummate the disposition in each such jurisdiction of
      such Transfer Restricted Securities owned by such Holder; provided,
      however, that the Company and the Guarantors shall not be required to (i)
      qualify as a foreign corporation or as a dealer in securities in any
      jurisdiction where they would not otherwise be required to qualify but for
      this Section 3(d), or (ii) take any action which would subject them to
      general service of process or taxation in any such jurisdiction where they
      are not then so subject;

            (e) notify promptly each Holder of Transfer Restricted Securities
      under a Shelf Registration or any Participating Broker-Dealer who has
      notified the Company that it is utilizing the Exchange Offer Registration
      Statement as provided in paragraph (f) below and, if requested by such
      Holder or Participating Broker-Dealer, confirm such advice in writing
      promptly (i) when a Registration Statement has become effective and when
      any post-effective amendments and supplements to a Registration Statement
      have become effective, (ii) of any request by the SEC or any state
      securities authority for post-effective amendments and supplements to a
      Registration Statement and Prospectus or for additional information after
      the Registration Statement has become effective, (iii) of the issuance by
      the SEC or any state securities authority of any stop order suspending the
      effectiveness of a Registration Statement or the initiation of any
      proceedings for that purpose, (iv) in the case of a Shelf Registration,
      if, between the effective date of a Registration Statement and the closing
      of any sale of Transfer Restricted Securities covered thereby, the
      representations and warranties of the Company and the Guarantors contained
      in any underwriting agreement, securities sales agreement or other similar

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      agreement, if any, relating to the offering cease to be true and correct
      in all material respects, (v) of the happening of any event or the
      discovery of any facts during the period a Shelf Registration Statement is
      effective which makes any statement made in such Registration Statement or
      the related Prospectus untrue in any material respect or which requires
      the making of any changes in such Registration Statement or Prospectus in
      order to make the statements therein not misleading, (vi) of the receipt
      by the Company of any notification with respect to the suspension of the
      qualification of the Transfer Restricted Securities or the Exchange Notes,
      as the case may be, for sale in any jurisdiction or the initiation or
      threatening of any proceeding for such purpose and (vii) of any
      determination by the Company that a post-effective amendment to such
      Registration Statement would be appropriate;

            (f) in the case of the Exchange Offer Registration Statement (i)
      include in the Exchange Offer Registration Statement a section entitled
      "Plan of Distribution" which section shall be in customary form, and which
      shall contain a summary statement of the positions taken or policies made
      by the staff of the SEC with respect to the potential "underwriter" status
      of any broker-dealer that holds Transfer Restricted Securities acquired
      for its own account as a result of market-making activities or other
      trading activities and that will be the beneficial owner (as defined in
      Rule 13d-3 under the Exchange Act) of Exchange Notes to be received by
      such broker-dealer in the Exchange Offer, whether such positions or
      policies have been publicly disseminated by the staff of the SEC or such
      positions or policies, represent the prevailing views of the staff of the
      SEC, including a statement that any such broker-dealer who receives
      Exchange Notes for Transfer Restricted Securities pursuant to the Exchange
      Offer may be deemed a statutory underwriter and must deliver a prospectus
      meeting the requirements of the 1933 Act in connection with any resale of
      such Exchange Notes, (ii) furnish to each Participating Broker-Dealer who
      has delivered to the Company the notice referred to in Section 3(e),
      without charge, as many copies of each Prospectus included in the Exchange
      Offer Registration Statement, including any preliminary prospectus, and
      any amendment or supplement thereto, as such Participating Broker-Dealer
      may reasonably request, (iii) do hereby consent to the use in accordance
      with applicable law of the Prospectus forming part of the Exchange Offer
      Registration Statement or any amendment or supplement thereto, by any
      Person subject to the prospectus delivery requirements of the SEC,
      including all Participating Broker-Dealers, in connection with the sale or
      transfer of the Exchange Notes covered by the Prospectus or any amendment
      or supplement thereto, and (iv) include in the transmittal letter or
      similar documentation to be executed by an exchange offeree in order to
      participate in the Exchange Offer (x) the following provision:

            "If the exchange offeree is a broker-dealer holding Transfer
            Restricted Securities acquired for its own account as a result of
            market-making activities or other trading activities, it will
            deliver a prospectus meeting the requirements of the 1933 Act in
            connection with any resale of Exchange Notes received in respect of
            such Transfer Restricted Securities pursuant to the Exchange Offer;"
            and

                                      11

<PAGE>

(y) a statement to the effect that by a broker-dealer's making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Transfer Restricted Securities, the
broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the 1933 Act;

            (g) use their best efforts to obtain the withdrawal of any order
      suspending the effectiveness of a Registration Statement at the earliest
      possible moment;

            (h) in the case of a Shelf Registration, furnish to each Holder of
      Transfer Restricted Securities, and each underwriter, if any, without
      charge, at least one conformed copy of each Registration Statement and any
      post-effective amendment thereto, including financial statements and
      schedules (without documents incorporated therein by reference and all
      exhibits thereto, unless requested);

            (i) in the case of a Shelf Registration, cooperate with the selling
      Holders of Transfer Restricted Securities to facilitate the timely
      preparation and delivery of certificates representing Transfer Restricted
      Securities to be sold and not bearing any restrictive legends; and enable
      such Transfer Restricted Securities to be in such denominations
      (consistent with the provisions of the Indenture) and registered in such
      names as the selling Holders or the underwriters, if any, may reasonably
      request at least three business days prior to the closing of any sale of
      Transfer Restricted Securities;

            (j) in the case of a Shelf Registration, upon the occurrence of any
      event or the discovery of any facts, each as contemplated by Sections
      3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the
      occurrence of such an event, use their best efforts to prepare a
      supplement or post-effective amendment to the Registration Statement or
      the related Prospectus or any document incorporated therein by reference
      or file any other required document so that, as thereafter delivered to
      the purchasers of the Transfer Restricted Securities or Participating
      Broker-Dealers, such Prospectus will not contain at the time of such
      delivery any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading or will remain so
      qualified. At such time as such public disclosure is otherwise made or the
      Company determines that such disclosure is not necessary, in each case to
      correct any misstatement of a material fact or to include any omitted
      material fact, the Company and the Guarantors agree promptly to notify
      each Holder of such determination and to furnish each Holder such number
      of copies of the Prospectus as amended or supplemented, as such Holder may
      reasonably request;

            (k) a reasonable time prior to the filing of any Registration
      Statement, any Prospectus, any amendment to a Registration Statement or
      amendment or supplement to a Prospectus, provide copies of such document
      to the Initial Purchasers (and, in the case of a Shelf Registration, to
      the Holders of the Transferred Restricted Securities); and make
      representatives of the Company and the Guarantors as shall be reasonably
      requested by the Initial Purchasers (and, in the case of a Shelf
      Registration, to the Holders of the Transferred Restricted Securities,
      available for discussion of such document; and the Company and the
      Guarantors shall not, at any time after the initial filing of a
      Registration Statement, file any Prospectus, or any amendment of or
      supplement to a Registration

                                      12

<PAGE>

      Statement or a Prospectus, or any document that is to be incorporated by
      reference into a Registration Statement or a Prospectus, or which the
      Initial Purchasers (and, in the case of a Shelf Registration, the Holders
      of the Transferred Restricted Securities) shall not have been previously
      advised and furnished a copy or to which the Initial Purchasers or their
      counsel (and, in the case of a Shelf Registration, the Majority Holders of
      the Transferred Restricted Securities or their counsel) shall reasonably
      object.

            (1) obtain a CUSIP number for all Exchange Notes or Transfer
      Restricted Securities, as the case may be, not later than the effective
      date of a Registration Statement, and provide the Trustee with
      certificates for the Exchange Notes or the Transfer Restricted Securities,
      as the case may be, in a form eligible for deposit with the Depositary;

            (m) (i) cause the Indenture to be qualified under the TIA in
      connection with the registration of the Exchange Notes, (ii) cooperate
      with the Trustee and the Holders to effect such changes to the Indenture
      as may be required for the Indenture to be so qualified in accordance with
      the terms of the TIA and (iii) execute, and use their reasonable best
      efforts to cause the Trustee to execute, all documents as may be required
      to effect such changes, and all other forms and documents required to be
      filed with the SEC to enable the Indenture to be so qualified in a timely
      manner;

            (n) in the case of a Shelf Registration, enter into such customary
      agreements (including underwriting agreements) and take all other
      customary and appropriate actions in order to expedite or facilitate the
      disposition of such Transfer Restricted Securities and if so requested by
      the holders of such Transfer Restricted Securities and in such connection
      whether or not an underwriting agreement is entered into and whether or
      not the registration is an underwritten registration:

                  (i) make such representations and warranties to the Holders of
            such Transfer Restricted Securities and the underwriters, if any, as
            the Company and the Guarantors are able to make, in form, substance
            and scope as are customarily made by issuers to underwriters in
            similar underwritten offerings as may be reasonably requested by
            them;

                  (ii) in connection with an underwritten registration, obtain
            opinions of counsel to the Company and the Guarantors and updates
            thereof (which counsel and opinions (in form, scope and substance)
            shall be satisfactory to the managing underwriters, if any, and the
            holders of a majority in principal amount of the Transfer Restricted
            Securities being sold) addressed to each selling Holder and the
            underwriters, if any, covering the matters customarily covered in
            opinions requested in sales of securities or underwritten offerings
            and such other matters as may be reasonably requested by such
            Holders and underwriters;

                  (iii) in connection with an underwritten registration, obtain
            "cold comfort" letters and updates thereof from the Company's and
            the Guarantors' independent certified public accountants (and, if
            necessary, any other independent certified public accountants of any
            subsidiary of the Company or of any business

                                      13

<PAGE>

            acquired by the Company for which financial statements are, or are
            required to be, included in the Registration Statement) addressed to
            the underwriters, if any, and use their reasonable best efforts to
            have such letter addressed to the selling Holders of Transfer
            Restricted Securities (to the extent consistent with Statement on
            Auditing Standards No. 72 of the American Institute of Certified
            Public Accountants), such letters to be in customary form and
            covering matters of the type customarily covered in "cold comfort"
            letters to underwriters in connection with similar underwritten
            offerings;

                  (iv) enter into a securities sales agreement with the Holders
            and an agent of the Holders providing for, among other things, the
            appointment of such agent for the selling Holders for the purpose of
            soliciting purchases of Transfer Restricted Securities, which
            agreement shall be in form, substance and scope customary for
            similar offerings;

                  (v) if an underwriting agreement is entered into, cause the
            same to set forth indemnification provisions and procedures
            substantially equivalent to the indemnification provisions and
            procedures set forth in Section 4 hereof with respect to the
            underwriters and all other parties to be indemnified pursuant to
            said Section or, at the request of any underwriters, in the form
            customarily provided to such underwriters in similar types of
            transactions; and

                  (vi) deliver such documents and certificates as may be
            reasonably requested and as are customarily delivered in similar
            offerings to the Holders of a majority in principal amount of the
            Transfer Restricted Securities being sold and the managing
            underwriters, if any.

The above shall be done at each closing under any underwriting or similar
agreement as and to the extent required thereunder;

            (o) in the case of a Shelf Registration or if a Prospectus is
      required to be delivered by any Participating Broker-Dealer in the case of
      an Exchange Offer, make available for inspection by representatives of the
      Holders of the Transfer Restricted Securities, any underwriters
      participating in any disposition pursuant to a Shelf Registration
      Statement, any Participating Broker-Dealer and any counsel or accountant
      retained by any of the foregoing, all non-confidential financial and other
      records, pertinent corporate documents and properties of the Company or
      any Guarantor reasonably requested by any such persons, and cause the
      respective officers, directors, employees, and any other agents of the
      Company and the Guarantors to supply all information reasonably requested
      by any such representative, underwriter, special counsel or accountant in
      connection with a Registration Statement, and make such representatives of
      the Company and the Guarantors available for discussion of such documents
      as shall be reasonably requested by such persons;

            (p) in the case of a Shelf Registration, use their reasonable best
      efforts to cause all Exchange Notes to be listed on any securities
      exchange on which similar debt securities issued by the Company and the
      Guarantors are then listed if requested by the

                                      14

<PAGE>

      Holders of a majority in aggregate principal amount of such Transfer
      Restricted Securities covered by such Shelf Registration Statement, or if
      requested by the underwriter or underwriters of an underwritten offering
      of Transfer Restricted Securities, if any;

            (q) in the case of a Shelf Registration, use their reasonable best
      efforts to cause the Exchange Notes to be rated by the appropriate rating
      agencies, if so requested by the Holders of a majority in aggregate
      principal amount of the Transfer Restricted Securities covered by such
      Shelf Registration Statement, or if requested by the underwriter or
      underwriters of an underwritten offering of Transfer Restricted
      Securities, if any;

            (r) otherwise comply with all applicable rules and regulations of
      the SEC and make available to their security holders, as soon as
      reasonably practicable, an earnings statement covering at least 12 months
      which shall satisfy the provisions of Section 11 (a) of the 1933 Act and
      Rule 158 thereunder; and

            (s) cooperate and assist in any filings required to be made with the
      NASD and, in the case of a Shelf Registration, in the performance of any
      due diligence investigation by any underwriter and its counsel (including
      any "qualified independent underwriter" that is required to be retained in
      accordance with the rules and regulations of the NASD).

      In the case of a Shelf Registration Statement, the Company and the
Guarantors may (as a condition to such Holder's participation in the Shelf
Registration) require each Holder of Transfer Restricted Securities to furnish
to the Company and Guarantors such information regarding the Holder and the
proposed distribution by such Holder of such Transfer Restricted Securities as
the Company and Guarantors may from time to time reasonably request in writing.

      In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company or any Guarantor of the happening of
any event or the discovery of any facts, each of the kind described in Section
3(e)(iii) and/or Section 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(j) hereof, and, if so directed by
the Company and Guarantors, such Holder will deliver to the Company and
Guarantors (at its expense) all copies in such Holder's possession, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Transfer Restricted Securities current at the time of receipt of
such notice.

      If any of the Transfer Restricted Securities covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of such Transfer Restricted
Securities to be included in such offering and shall be acceptable to the
Company and Guarantors. No Holder of Transfer Restricted Securities may
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all

                                      15

<PAGE>

questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

            4. INDEMNIFICATION.

            (a) The Company and the Guarantors, jointly and severally, agree to
      indemnify and hold harmless each Initial Purchaser, each Participating
      Broker-Dealer, each Person who participates as an underwriter (any such
      Person being an "UNDERWRITER") and each Person, if any, who controls any
      Initial Purchaser, Participating Broker-Dealer or Underwriter within the
      meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, as
      follows:

                  (i) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, arising out of any untrue statement
            or alleged untrue statement of a material fact contained in any
            Registration Statement (or any amendment or supplement thereto)
            pursuant to which Exchange Notes or Transfer Restricted Securities
            were registered under the 1933 Act, including all documents
            incorporated therein by reference, or the omission or alleged
            omission therefrom of a material fact required to be stated therein
            or necessary to make the statements therein not misleading, or
            arising out of any untrue statement or alleged untrue statement of a
            material fact contained in any Prospectus (or any amendment or
            supplement thereto) or the omission or alleged omission therefrom of
            a material fact necessary in order to make the statements therein,
            in light of the circumstances under which they were made, not
            misleading;

                  (ii) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, to the extent of the aggregate
            amount paid in settlement of any litigation, or any investigation or
            proceeding by any governmental agency or body, commenced or
            threatened, or of any claim whatsoever based upon any such untrue
            statement or omission, or any such alleged untrue statement or
            omission; provided that (subject to Section 4(d) below) any such
            settlement is effected with the written consent of the Company and
            the Guarantors; and

                  (iii) against any and all expense whatsoever, as incurred
            (including the fees and disbursements of counsel chosen by any
            indemnified party), in investigating, preparing or defending against
            any litigation, or any investigation or proceeding by any
            governmental agency or body, commenced or threatened, or any claim
            whatsoever based upon any such untrue statement or omission, or any
            such alleged untrue statement or omission, to the extent that any
            such expense is not paid under subparagraph (i) or (ii) above;

            provided, however, that this indemnity agreement shall not apply to
      any loss, liability, claim, damage or expense to the extent arising out of
      any untrue statement or omission or alleged untrue statement or omission
      made in reliance upon and in conformity with written information
      concerning any Holder or Underwriter furnished to the Company by such
      Holder or Underwriter expressly for use in a Registration Statement (or
      any amendment thereto) or any Prospectus (or any amendment or

                                      16

<PAGE>

      supplement thereto); and provided, further, that the indemnity agreement
      contained in this subsection (a) shall not inure to the benefit of any
      Holder or Participating Broker-Dealer from whom the person asserting any
      such losses, claims, damages or liabilities purchased the Notes concerned,
      to the extent that a prospectus relating to such Notes was required to be
      delivered by such Holder or Participating Broker-Dealer under the 1933 Act
      in connection with such purchase and any such loss, claim, damage or
      liability of such Holder or Participating Broker-Dealer results from the
      fact that there was not sent or given to such person, at or prior to the
      sale of such Notes to such person, a copy of such prospectus if the
      Company had previously furnished copies thereof to such Holder or
      Participating Broker-Dealer.

            (b) Each Initial Purchaser, severally and not jointly, agrees to
      indemnify and hold harmless the Company, the Guarantors, each of the
      directors of the Company and the Guarantors, each other Underwriter and
      the other selling Holders, and each Person, if any, who controls the
      Company, any Guarantor, any Underwriter or any other selling Holder within
      the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
      against any and all loss, liability, claim, damage and expense described
      in the indemnity contained in Section 4(a) hereof, as incurred, but only
      with respect to untrue statements or omissions, or alleged untrue
      statements or omissions, made in the Shelf Registration Statement (or any
      amendment thereto) or any Prospectus included therein (or any amendment or
      supplement thereto) in reliance upon and in conformity with written
      information with respect to such Holder furnished to the Company and the
      Guarantors by such Holder expressly for use in the Shelf Registration
      Statement (or any amendment thereto) or such Prospectus (or any amendment
      or supplement thereto); provided, however, that no such Holder shall be
      liable for any claims hereunder in excess of the amount of net proceeds
      received by such Holder from the sale of Transfer Restricted Securities
      pursuant to such Shelf Registration Statement.

            (c) Promptly after receipt by an indemnified party under subsection
      (a) or (b) above of notice of any claims or the commencement of any
      action, such indemnified party shall, if a claim in respect thereof is to
      be made against the indemnifying party under such subsection, notify each
      party against whom indemnification is to be sought in writing of the claim
      or the commencement thereof (but the failure so to notify an indemnifying
      party shall not relieve the indemnifying party from any liability which it
      may have under this Section 4 to the extent that it is not materially
      prejudiced as a result thereof and in any event shall not relieve it from
      any liability that such indemnifying party may have otherwise than on
      account of the indemnity agreement hereunder). In case any such claim or
      action is brought against any indemnified party, and it notifies an
      indemnifying party of the commencement thereof, the indemnifying party
      will be entitled to participate, at its own expense in the defense of such
      action, and to the extent it may elect by written notice delivered to the
      indemnified party promptly after receiving the aforesaid notice from such
      indemnified party, to assume the defense thereof with counsel reasonably
      satisfactory to such indemnified party; provided however, that counsel to
      the indemnifying party shall not (except with the written consent of the
      indemnified party) also be counsel to the indemnified party. The foregoing
      notwithstanding, the indemnified party or parties shall have the right to
      employ its or their own counsel in any such case, but the fees and
      expenses of such counsel shall be at the expense of such indemnified

                                      17

<PAGE>

      party or parties unless (i) the employment of such counsel shall have been
      authorized in writing by one of the indemnifying parties in connection
      with the defense of such action, (ii) the indemnifying parties shall not
      have employed counsel to have charge of the defense of such action within
      a reasonable time after notice of commencement of the action, (iii) the
      indemnifying party does not diligently defend the action after assumption
      of the defense or (iv) such indemnified party or parties shall have
      reasonably concluded that there may be defenses available to it or them
      which are different from or additional to those available to one or all of
      the indemnifying parties (in which case the indemnifying parties shall not
      have the right to direct the defense of such action on behalf of the
      indemnified party or parties), in any of which events such fees and
      expenses shall be borne by the indemnifying parties. No indemnifying party
      shall, without the prior written consent of the indemnified parties,
      effect any settlement or compromise of, or consent to the entry of
      judgment with respect to, any pending or threatened claim, investigation,
      action or proceeding in respect of which indemnity or contribution may be
      or could have been sought by an indemnified party under this Section 4 or
      Section 5 hereof (whether or not the indemnified party is an actual or
      potential party thereto), unless (A) such settlement, compromise or
      judgment (x) includes an unconditional release of the indemnified party
      from all liability arising out of such claim, investigation, action or
      proceeding and (y) does not include a statement as to or an admission of
      fault, culpability or any failure to act, by or on behalf of the
      indemnified party and (B) the indemnifying party confirms in writing its
      indemnification obligations hereunder with respect to such settlement,
      compromise or judgment.

      5. CONTRIBUTION.

      If the indemnification provided for in Section 4 is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred, in such proportion as is appropriate to reflect the relative fault of
the Company and the Guarantors, on the one hand, and the Holders and the Initial
Purchasers, on the other hand, in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Guarantors on the one hand and the Holders and the Initial
Purchasers on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company, the Guarantors, the Holders or the Initial Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, the,
the Holders and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 5. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 4 shall be deemed to
include any legal or other expenses incurred by such

                                      18

<PAGE>

indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The Initial Purchasers' respective
obligations to contribute pursuant to this Section 5 are several in proportion
to the principal amount of Notes set forth opposite their respective names in
Schedule A to the Purchase Agreement and not joint.

      6. MISCELLANEOUS.

            6.1 RULE 144 AND RULE 144A. For so long as the Company and the
Guarantors are subject to the reporting requirements of Section 13 or 15 of the
1934 Act, the Company and the Guarantors covenant that they will file and
furnish the reports required to be filed by them under the 1933 Act and Section
13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder. If the Company and the Guarantors cease to be so required to file
and furnish such reports, the Company and Guarantors covenant that they will
upon the request of any Holder of Transfer Restricted Securities (a) make
publicly available such information as is necessary to permit sales pursuant to
Rule 144 under the 1933 Act, (b) deliver such information to a prospective
purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933
Act and take such further action as any Holder of Transfer Restricted Securities
may reasonably request, and (c) take such further action that is reasonable in
the circumstances, in each case, to the extent required from time to time to
enable such Holder to sell its Transfer Restricted Securities without
registration under the 1933 Act within the limitation of the exemptions provided
by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to
time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time
to time, or (iii) any similar rules or regulations hereafter adopted by the SEC.
Upon the request of any Holder of Transfer Restricted Securities, the Company
and the Guarantors will deliver to such Holder a written statement as to whether
they have complied with such requirements.

            6.2 NO INCONSISTENT AGREEMENTS. The Company and the Guarantors have
not entered into, and the Company and the Guarantors will not after the date of
this Agreement enter into, any agreement which is inconsistent with the rights
granted to the Holders of Transfer Restricted Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not and will not for the term of this Agreement in any way
conflict with the rights granted to the holders of the Company's or Guarantors'
other issued and outstanding securities under any such agreements.

            6.3 AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Transfer Restricted Securities affected by such amendment,
modification, supplement, waiver or departure.

            6.4 NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier,

                                      19

<PAGE>

or any courier guaranteeing overnight delivery (a) if to a Holder, at the most
current address given by such Holder to the Company by means of a notice given
in accordance with the provisions of this Section 6.4, which address initially,
and until so changed, is the address set forth in the Purchase Agreement with
respect to the Initial Purchasers; and (b) if to the Company and the Guarantors,
initially at the Company's address set forth in the Purchase Agreement, and
thereafter at such other address of which notice is given in accordance with the
provisions of this Section 6.4.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
business day if timely delivered to an air courier guaranteeing overnight
delivery.

      Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture at the address specified in the Indenture.

            6.5 SUCCESSOR AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Transfer Restricted Securities, in
any manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
person shall be entitled to receive the benefits hereof.

            6.6 THIRD PARTY BENEFICIARIES. The Initial Purchasers (even if the
Initial Purchasers are not Holders of Transfer Restricted Securities) shall be
third party beneficiaries to the agreements made hereunder between the Company
and the Guarantors, on the one hand, and the Holders, on the other hand, and
shall have the right to enforce such agreements directly to the extent they deem
such enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder. Each Holder of Transfer Restricted Securities shall be a
third party beneficiary to the agreements made hereunder between the Company and
the Guarantors, on the one hand, and the Initial Purchasers, on the other hand,
and shall have the right to enforce such agreements directly to the extent it
deems such enforcement necessary or advisable to protect its rights hereunder.

            6.7 SPECIFIC ENFORCEMENT. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company and the Guarantors
acknowledge that any failure by the Company or the Guarantors to comply with
their obligations under Sections 2.1 through 2.4 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it would not be possible to measure

                                      20

<PAGE>

damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company's and Guarantors' obligations under Sections
2.1 through 2.4 hereof.

            6.8 RESTRICTION ON RESALES. Until the expiration of two years after
the original issuance of the Notes and the Guarantees, the Company and the
Guarantors will not, and will cause their "affiliates" (as such term is defined
in Rule 144(a)(1) under the 1933 Act) not to, resell any Notes and Guarantees
which are "restricted securities" (as such term is defined under Rule 144(a)(3)
under the 1933 Act) that have been reacquired by any of them and shall
immediately upon any purchase of any such Notes and Guarantees submit such Notes
and Guarantees to the Trustee for cancellation.

            6.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            6.10 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            6.11 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the law of the state of New York without regard to
the principles of conflict of laws thereof.

            6.12 SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                            [signature page follows]

                                      21

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        THE GREENBRIER COMPANIES, INC.

                                        By: /s/ Larry G. Brady
                                            ------------------------------------
                                            Name: Larry G. Brady
                                            Title: Senior Vice President and CFO

                                        GREENBRIER-CONCARRIL, LLC

                                        By: /s/ Larry G. Brady
                                            ------------------------------------
                                            Name: Larry G. Brady
                                            Title: Vice President

                                        GREENBRIER LEASING CORPORATION

                                        By: /s/ Larry G. Brady
                                            ------------------------------------
                                            Name: Larry G. Brady
                                            Title: Vice President

                                        GREENBRIER LEASING LIMITED
                                        PARTNER, LLC
                                            By: Greenbrier Leasing Corporation,
                                                sole member and manager

                                        By: /s/ Larry G. Brady
                                            ------------------------------------
                                            Name: Larry G. Brady
                                            Title: Vice President

                                      S-2

<PAGE>

                                     GREENBRIER MANAGEMENT SERVICES, LLC
                                         By: Greenbrier Leasing Corporation,
                                         sole member and manager

                                     By: /s/ Larry G. Brady
                                         ---------------------------------------
                                         Name: Larry G. Brady
                                         Title: Vice President

                                     GREENBRIER LEASING, L.P.
                                         By: Greenbrier Management Services,
                                         LLC, General Partner
                                             By: Greenbrier Leasing Corporation,
                                             sole member

                                     By: /s/ Larry G. Brady
                                         ---------------------------------------
                                         Name: Larry G. Brady
                                         Title: Vice President

                                     GUNDERSON, INC.

                                     By: /s/ L. Clark Wood
                                         ---------------------------------------
                                         Name: L. Clark Wood
                                         Title: Chief Executive Officer

                                     GUNDERSON MARINE, INC.

                                     By: /s/ L. Clark Wood
                                         ---------------------------------------
                                         Name: L. Clark Wood
                                         Title: President

                                     GUNDERSON RAIL SERVICES, INC.

                                     By: /s/ Larry G. Brady
                                         ---------------------------------------
                                         Name: Larry G. Brady
                                         Title: Vice President

                                      S-3

<PAGE>

                                     GUNDERSON SPECIALTY PRODUCTS, LLC

                                         By: Gunderson, Inc., sole member and
                                         manger

                                     By: /s/ L. Clark Wood
                                         ---------------------------------------
                                         Name: L. Clark Wood
                                         Title: Chief Executive Officer

                                     AUTOSTACK CORPORATION

                                     By: /s/ Larry G. Brady
                                         ---------------------------------------
                                         Name: Larry G. Brady
                                         Title: Vice President

                                     GREENBRIER RAILCAR, INC.

                                     By: /s/ Larry G. Brady
                                         ---------------------------------------
                                         Name: Larry G. Brady
                                         Title: Vice President

                                      S-4

<PAGE>

CONFIRMED AND ACCEPTED,
      as of the date first above written:

BANC OF AMERICA SECURITIES LLC

By: /s/ Michael Browne
    -------------------------------------
    Name: Michael Browne
    Title: Managing Director

BEAR, STEARNS & CO. INC.

By: /s/ Mark Bearnstein
    -------------------------------------
    Name: Mark Bearnstein
    Title: Senior Managing Director

                                      S-5