exv10w3





Exhibit
10.3


FOURTH AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 10, 2009 (this
“Amendment”), is entered into among The Greenbrier Companies, Inc., an Oregon corporation
(the “Company”), the Subsidiary Guarantors, the Lenders party hereto and Bank of America,
N.A., as U.S. Administrative Agent. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Credit Agreement.



RECITALS




     A. The Company, the Lenders and the U.S. Administrative Agent entered into that certain
Amended and Restated Credit Agreement, dated as of November 7, 2006 (as previously amended, the
“Credit Agreement”).



     B. The parties hereto have agreed to amend the Credit Agreement as provided herein.



     C. In consideration of the agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows.



AGREEMENT




     1. Amendments.



          (a) Section 1.01.





     (i) The following definitions in Section 1.01 of the Credit Agreement are
hereby amended to read as follows:




     “Aggregate U.S. Commitments” means the U.S. Commitments of all
the U.S. Lenders. The amount of the Aggregate U.S. Commitments in effect on
the Fourth Amendment Effective Date is $100,000,000.




     “Applicable Rate” means, from time to time, the following
percentages per annum, based upon the Consolidated Capitalization Ratio as
set forth below:



Applicable Rate




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Consolidated	 	 	 	 	 	Eurocurrency	 	 
	Pricing	 	Capitalization	 	Commitment	 	Rate Loans +	 	Base Rate
	Level	 	Ratio	 	Fee	 	Letters of Credit	 	Loans
	1

	 	Greater than or
equal to 0.65 to
1.0
	 	 	0.75	%	 	 	4.50	%	 	 	3.50	%
	2

	 	Less than 0.65 to
1.0
	 	 	0.50	%	 	 	4.00	%	 	 	3.00	%







     Any increase or decrease in the Applicable Rate resulting from a change
in the Consolidated Capitalization Ratio shall become effective as of the
first Business Day immediately following the date a Compliance Certificate
is delivered pursuant to Section 6.02(b); provided,
however, that if a Compliance



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Certificate is not delivered when due in accordance with such Section,
then upon request of the Required Lenders Pricing Level 1 shall apply as of
the first Business Day after the date on which such Compliance Certificate
was required to have been delivered and Pricing Level 1 shall remain in
effect until such time as the Compliance Certificate has been delivered
pursuant to Section 6.02(b). The Applicable Rate in effect from the
Fourth Amendment Effective Date through delivery of the Compliance
Certificate for the fiscal year ending on August 31, 2009 shall be
determined based upon Pricing Level 1.




     “Base Rate” means for any day a fluctuating rate per
annum equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1%, (ii)
the rate of interest in effect for such day as publicly announced from time
to time by the U.S. Administrative Agent as its “prime rate” and (iii)
except during a Eurocurrency Unavailability Period, the Eurocurrency Rate
plus 1.0%.




     The “prime rate” is a rate set by the U.S. Administrative Agent based
upon various factors including its costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by the U.S. Administrative Agent
shall take effect at the opening of business on the day specified in the
public announcement of such change.




     “Eurocurrency Rate” means,




     (a) for any Interest Period with respect to a Eurocurrency Rate
Loan, the rate per annum equal to the British Bankers Association
LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as
designated by the U.S. Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for deposits in the relevant
currency (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period. If such rate is not
available at such time for any reason, then the “Eurocurrency Rate”
for such Interest Period shall be the rate per annum determined by
the U.S. Administrative Agent to be the rate at which deposits in the
relevant currency for delivery on the first day of such Interest
Period in Same Day Funds in the approximate amount of the
Eurocurrency Rate Loan being made, continued or converted by Bank of
America and with a term equivalent to such Interest Period would be
offered by Bank of America’s London Branch (or other Bank of America
branch or Affiliate) to major banks in the London or other offshore
interbank market for such currency at their request at approximately
11:00 a.m. (London time) two Business Days prior to the commencement
of such Interest Period.




     (b) for any day with respect to an interest calculations for a
Base Rate Loan, the rate per annum equal to (i) BBA LIBOR at
approximately 11:00 a.m. London time two Business Days prior to such
day for deposits in Dollars (for delivery on such day) with a term
equivalent to one month or (ii) if such rate is not available at such
time



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for any reason, the rate determined by the U.S. Administrative
Agent to be the rate at which deposits in Dollars for delivery on the
such day in Same Day Funds in the approximate amount of the Base Rate
Loan being made, continued or converted by Bank of America and with a
term equivalent to one month would be offered by Bank of America’s
London Branch to major banks in the London interbank eurodollar
market at their request at approximately 11:00 a.m. (London time) two
Business Days prior to such day.




     “Excluded Property” means, collectively (a) rights under
contracts and agreements which by their terms prohibit the granting of a
security interest therein or assignment thereof (except (i) for accounts,
payment intangibles and other general intangibles for money due or to become
due thereunder, (ii) for any such contract as to which consent for the Lien
created hereby has been obtained and (iii) to the extent that an otherwise
applicable prohibition on such grant is rendered ineffective by the Uniform
Commercial Code or other applicable Laws), (b) equipment subject to a
capitalized lease or purchase money Liens permitted under Section
7.01(j) that prohibit the granting of any other Lien on such equipment;
provided that such equipment shall become Collateral upon release of
such capitalized lease or purchase money Lien, (c) any fixtures attached to
real property that is subject to a Lien permitted under Section
7.01(j), (d) lease-related assets, including, but not limited to, rail
cars, marine barges and other surface transportation equipment, and related
chattel paper, that (i) is subject to Liens that secure Term Debt permitted
under Section 7.03(d) that prohibit the granting of any other Lien
on such assets and (ii) is excluded from the U.S. Borrowing Base;
provided that such assets shall become Collateral upon release of
such Lien, (e) any IP Rights for which a perfected Lien thereon is not
effected by filing of a Uniform Commercial Code financing statement or by
appropriate evidence of such Lien being filed in the United States Copyright
Office or the United States Patent and Trademark Office, and (f) unless
otherwise pledged as Collateral by the Loan Parties in their discretion, any
personal property (other than personal property described in clause (e)
above) for which the attachment or perfection of a Lien thereon is not
governed by the Uniform Commercial Code or evidenced by filings with the
Surface Transportation Board.




     “Permitted Acquisition” means an Investment consisting of the
acquisition by the Company or a Subsidiary Guarantor, in a single
transaction or in a series of related transactions, of either (a) all or any
substantial portion of the property of, or a line of business or division
of, another Person or (b) at least a majority of the Voting Stock of another
Person, in each case whether or not involving a merger or consolidation with
such other Person (any such transaction, an “Acquisition”),
provided, that (i) the property acquired (or the property of the
Person acquired) in such Acquisition is used or useful in the same or a
similar line of business as the Company and its Subsidiaries were engaged in
on the Closing Date (or any reasonable extensions or expansions thereof),
(ii) in the case of an Acquisition of the Equity Interests of another
Person, the board of directors (or other comparable governing body) of such
other Person shall have duly approved such Acquisition, (iii) the Company
shall have delivered to the U.S. Administrative Agent a certificate
demonstrating that, upon giving effect to such Acquisition, the Loan Parties
would be in compliance with the financial covenants set forth in Section
7.11 on a Pro Forma Basis, (iv) the representations and warranties made
by the Loan



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Parties in each Loan Document shall be true and correct in all material
respects at and as if made as of the date of such Acquisition (after giving
effect thereto), (v) if such transaction involves the purchase of an
interest in a partnership between a Loan Party as a general partner and
entities unaffiliated with the Company as the other partners, such
transaction shall be effected by having such equity interest acquired by a
corporate holding company directly or indirectly wholly-owned by such Loan
Party newly formed for the sole purpose of effecting such transaction, (vi)
immediately after giving effect to such Acquisition, there shall be at least
$25,000,000 of undrawn availability under the Aggregate U.S. Commitments and
the U.S. Revolver Ceiling, which amounts would be permitted to be drawn
under Section 4.09(b)(1) of the Senior Debt Indenture and (vii) with respect
to any Acquisition occurring prior to the first Business Day that the
Company has delivered Compliance Certificates for two consecutive fiscal
quarters (each ending after the Fourth Amendment Effective Date) that
demonstrate that the Company would have been in compliance with the
financial covenants set forth in Section 7.11 as of the last day of
each such fiscal quarter (based on the minimum and maximum financial
covenant levels in effect immediately prior to the Fourth Amendment
Effective Date, but otherwise using defined terms as in effect after the
Fourth Amendment Effective Date), (A) the Person or business acquired in any
such Acquisition shall have positive earnings before interest, taxes,
depreciation and amortization for the preceding four fiscal quarter period,
(B) with respect to Acquisitions of Persons or businesses primarily engaged
in railcar manufacturing in North America, the aggregate consideration
(including cash and non-cash consideration, any assumption of Indebtedness
or issuances of Equity Interests, deferred purchase price and any earn-out
payments) paid by the Company and its Subsidiaries for all such Acquisitions
during any twelve month period shall not exceed $5,000,000 and (C) with
respect to Acquisitions of Persons or businesses not primarily engaged in
railcar manufacturing in North America, the aggregate consideration
(including cash and non-cash consideration, any assumption of Indebtedness
or issuances of Equity Interests, deferred purchase price and any earn-out
payments) paid by the Company and its Subsidiaries for all such Acquisitions
occurring during the term of this Agreement shall not exceed $35,000,000.




     “Stockholders’ Equity” means, as of any date of determination,
consolidated stockholders’ equity of the Company and its Subsidiaries as of
that date determined in accordance with GAAP but excluding any non-cash
impact of (i) goodwill impairment charges, (ii) increases (or decreases)
from accumulated other comprehensive income (or loss) and (iii) the issuance
of the WRC Warrants.




     “U.S. Borrowing Base” means, as of any date of determination,
with respect to the assets of the Company and the Subsidiary Guarantors, the
sum of (i) the lesser of (A) 75% of the Dollar amount of the net book value
of the Perfected Lease Assets and (B) 80% of the Dollar amount of the
orderly liquidation value of the Perfected Lease Assets (determined as of
the most recent appraisal thereof), (ii) 60% of the Dollar amount of
Unperfected Lease Assets (not to exceed $10,000,000 in the aggregate), (iii)
80% of the Dollar amount of Eligible Accounts, (iv) 50% of the Dollar amount
of Eligible Inventory, and (v) 50% of the Dollar amount of Eligible
Property, Plant and Equipment; provided, however, that the
aggregate Dollar amount of Perfected Lease Assets and



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Unperfected Lease Assets included in the U.S. Borrowing Base as of any
date of determination shall not exceed $70,000,000.




     (vii) The following definitions are hereby added to Section 1.01 in the
appropriate alphabetical order to read as follows:




     “Consolidated Adjusted Interest Coverage Ratio” means, as of
any date of determination, the ratio of (a) Consolidated EBITDA plus rent
expense for the period of the four prior fiscal quarters ending on such date
to (b) Consolidated Interest Charges plus rent expense for such period.
Solely for purposes of this definition, “rent expense” shall include
operating lease expense. In addition, solely for purposes of this definition
and in the sole discretion of the Company, Consolidated EBITDA and
Consolidated Interest Charges shall include pro-forma adjustments to
incorporate the financial results of any entity acquired during the subject
period by the Company or its Subsidiaries.




     “Eurocurrency Unavailability Period” means any period during
which the obligation of the Lenders to make or maintain Eurocurrency Rate
Loans has been suspended pursuant to Section 3.02 or Section
3.03.




     “Fourth Amendment Effective Date” means June 10, 2009.




     “Rail Services Business” means the railcar repair, maintenance,
refurbishment and component parts (including wheel services) services in
respect of a broad range of freight cars provided in the United States.




     “Repair and Refurbishment Subsidiaries” means each of (a) (i)
Gunderson Rail Services LLC, an Oregon limited liability company, (ii)
Meridian Rail Holdings Corp., an Oregon corporation, (iii) Meridian Rail
Acquisition Corp., an Oregon corporation, (iv) Meridian Rail Mexico City
Corp., an Oregon corporation, and (v) Brandon Railroad LLC, an Oregon
limited liability company, (b) the Subsidiaries of the Persons identified in
clause (a) above existing on the Fourth Amendment Effective Date and (c) any
Subsidiary of the Persons identified in clauses (a) or (b) above that is (i)
formed by any of the Persons identified in clauses (a) and (b) above or (ii)
acquired by any of the Persons identified in clauses (a) and (b) above from
a third party that is not an Affiliate of such Person, in each case, after
the Fourth Amendment Effective Date.




     “Warrant Documents” means the WRC Warrants, the WRC Warrant
Agreement and the WRC Investor Rights Agreement.




     “WRC” means WL Ross & Co. LLC.




     “WRC Credit Agreement” means that certain credit agreement
dated as of June 10, 2009 by and among the Company, the holders from time to
time party thereto and WRC, as administrative agent.




     “WRC Credit Documents” means (a) the WRC Credit Agreement and
each note, security agreement, pledge agreement, deed of trust or other
agreement, document or instrument entered into in connection therewith
(other



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than the Warrant Documents and related agreements) and (b) any credit
agreement and all documents described in the foregoing clause (a) entered
into in connection with any refinancings, refundings, renewals, replacements
or extensions of the Indebtedness under the WRC Credit Agreement, provided
that (i) the Company provides at least ten (10) days prior notice prior to
the closing of such transaction to the U.S. Administrative Agent, (ii) the
amount of such Indebtedness (plus any undrawn committed or available
amounts) is not increased at the time of such refinancing or replacement
except by an amount equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with such
refinancing and by an amount equal to any existing commitments unutilized
thereunder and such refinancings or replacements contains terms and
conditions and (iii) the terms and conditions of such documents, when taken
as a whole, are not materially less favorable to the Company and its
Subsidiaries (it being understood and agreed that the absence of exceptions
to covenants for matters approved by the board of directors of the Company
shall not make the terms and conditions materially less favorable to the
Company and its Subsidiaries).




     “WRC Investor Rights Agreement” means the Investor Rights and
Restrictions Agreement, dated as of June 10, 2009, among the Company, WRC
and the holders from time to time party thereto.




     “WRC Warrant Purchase Agreement” means the Warrant Purchase
Agreement, dated as of June 10, 2009, among the Company, WLR Institutional
Lending LLC and the holders from time to time party thereto.




     “WRC Warrants” means the warrants to purchase common stock of
the Company issued pursuant to the WRC Warrant Purchase Agreement.




     (viii) The definition of “Consolidated Fixed Charge Coverage Ratio” appearing
in Section 1.01 of the Credit Agreement is hereby deleted.




     (b) Section 2.04(a). Clause (i) in the first sentence of Section 2.04(a) of
the Credit Agreement is hereby amended to read as follows:




(i) the U.S. Swing Line Lender may, in its discretion and in reliance upon the
agreements of the other U.S. Lenders set forth in this Section 2.04, make
loans to the Company in Dollars (each a “U.S. Swing Line Loan”) from time to
time on any Business Day during the Availability Period in an aggregate amount not
to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit,
notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the
Applicable Percentage of the Outstanding Amount of U.S. Committed Loans and U.S. L/C
Obligations of the Lender acting as U.S. Swing Line Lender, may exceed the amount of
such Lender’s U.S. Commitment, and




     (c) Section 2.09. Clause (iii) of Section 2.09(a) of the Credit Agreement is
hereby amended to read as follows:




(iii) each U.S. Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the
Base Rate plus the Applicable Rate.



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     (d) Section 5.05. Section 5.05(b) of the Credit Agreement is hereby amended to
delete the reference to “stockholders’ equity” therein.




     (e) Section 5.13. The first sentence of Section 5.13 of the Credit Agreement
is hereby amended to add at the end thereof, “other than Liens granted under the WRC Credit
Documents”.




     (f) Section 6.01. Section 6.01(b) of the Credit Agreement is hereby amended to
delete the reference to “stockholders’ equity” therein.




     (g) Section 6.02. Section 6.02(a) of the Credit Agreement is hereby amended to
read as follows:




     (a) within 45 days after the end of each fiscal month, a Borrowing Base
Certificate as of the last day of such fiscal month;




     (h) Section 6.02. Section 6.02 of the Credit Agreement is hereby amended to
delete the word “and” at the end of clause (h), to replace the “.” at the end of clause (i)
with “;” and to add a new clauses (j) and (k) immediately following clause (i) to read as
follows:




     (j) promptly, and in any event within five Business Days of the making of any
Investment by any non-Repair and Refurbishment Subsidiary in any Repair and
Refurbishment Subsidiary involving the Disposition of Eligible Accounts, Eligible
Inventory or Eligible Property, Plant and Equipment, an updated Borrowing Base
Certificate which incorporates the Disposal of such assets; and




     (k) promptly after the same are sent or otherwise made available, copies of all
reports, certificates, notices, financial reporting and other materials provided to
the agent or the lenders under the WRC Credit Agreement or any replacement or
refinancing thereof or to the indenture trustee for the Senior Debt Indenture.




     (i) Section 6.03. Section 6.03 of the Credit Agreement is hereby amended to
delete the word “and” at the end of clause (d), to replace the “.” at the end of clause (e)
with “; and” and to add a new clause (f) immediately following clause (e) to read as
follows:




     (f) of the receipt by the Company or any Subsidiary of notice from any lender
under the WRC Credit Agreement or the trustee under the Senior Debt Indenture, or
the giving of any notice by the Company or any Subsidiary, of the occurrence of any
“default” or “event of default” under the WRC Credit Documents or the Senior Debt
Indenture.




     (j) Section 6.10. Section 6.10 of the Credit Agreement is hereby amended to
insert an “(a)” before the first sentence thereof, making such paragraph clause (a), and to
insert a new clause (b) immediately following clause (a) to read as follows:




     (b) Notwithstanding anything to the contrary contained herein, the U.S.
Administrative Agent shall have the right to require or conduct annual appraisals of
the Loan Parties’ rail car fleet. Such appraisals shall be done at the expense of
the Company and shall be performed by an appraiser reasonably acceptable to the U.S.
Administrative Agent.



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     (k) Section 6.14. Section 6.14(a) of the Credit Agreement is hereby amended to
read as follows and a new Section 6.14(c) is hereby added to the Credit Agreement to read as
follows:




     (a) Equity Interests. Cause 100% of the issued and outstanding Equity
Interests (other than Excluded Property) of each direct Domestic Subsidiary of each
Subsidiary Guarantor, to be subject at all times to a first priority, perfected Lien
in favor of the U.S. Administrative Agent pursuant to the terms and conditions of
the Collateral Documents, together with opinions of counsel and any filings and
deliveries reasonably necessary in connection therewith to perfect the security
interests therein, all in form and substance reasonably satisfactory to the U.S.
Administrative Agent.



******





     (c) Special Provisions Concerning Repair and Refurbishment
Subsidiaries. Notwithstanding anything to the contrary contained herein or in
any other Loan Document, no Repair and Refurbishment Subsidiary shall be required to
pledge its assets or properties to the U.S. Administrative Agent to secure the
Obligations (nor shall any such Person be required to be a party to the Collateral
Documents) until such time as all commitments to extend credit under the WRC Credit
Documents have terminated and all obligations (other than contingent indemnity
obligations) of the Company or any Subsidiary under or in respect of the WRC Credit
Documents have been paid in full. Immediately following the termination of all
commitments to extend credit under, and the repayment in full of all obligations
(other than contingent indemnity obligations) of the Company or any Subsidiary under
or in respect of, the WRC Credit Documents, the Company shall cause all Loan Parties
that are Repair and Refurbishment Subsidiaries to pledge their assets and properties
to the U.S. Administrative Agent to secure the Obligations pursuant to the
Collateral Documents and otherwise in accordance with this Agreement.




     (l) Section 7.01. Section 7.01 of the Credit Agreement is hereby amended by
deleting the word “and” at the end of clause (l) thereof, renumbering clause “(m)” as “(o)”
and adding the following new clauses (m), (n) and (o) immediately after clause (l) therein:




     (m) Liens on assets of the Repair and Refurbishment Subsidiaries securing
Indebtedness and other obligations under the WRC Credit Documents;




     (n) Liens on the rights of the Company under the Amended and Restated Loan
Agreement, dated February 5, 2009, among Greenbrier-GIMSA, LLC, Gunderson-GIMSA S.
de R.L. de C.V. and the Company and any and all notes issued thereunder in an
aggregate principal amount not to exceed $40,000,000 (collectively, the “GIMSA
Loan”), securing Indebtedness and other obligations arising under the WRC Credit
Documents as the GIMSA Loan may be amended, supplemented, modified or replaced by
the parties thereto, including any refinancing thereof provided by the Company or
any Repair and Refurbishment Subsidiary, together with all proceeds of any of the
foregoing;




     (o) Liens in favor of owners and purchasers of goods (including materials
and/or components used in connection with the manufacture thereof) being
manufactured in the ordinary course of business; provided that (i) such
Liens do not at any time encumber any property other than the goods being
manufactured (and such owned or purchased materials and/or components used in
connection with the manufacture thereof) for such purchaser (ii) such purchaser
shall have paid for the materials being used to



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manufacture such goods through the making of progress payments or similar
advances and (iii) such goods shall be excluded from the U.S. Borrowing Base; and




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




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




     (n) Section 7.03. Section 7.03 of the Credit Agreement is hereby amended by
deleting the word “and” at the end of clause (i) thereof, renumbering clause “(j)” as “(k)”
and adding the following new clause (j) immediately after clause (i) therein:




     (j) Indebtedness of the Loan Parties under the WRC Credit Documents in an
aggregate principal amount not to exceed $75,000,000 at any time outstanding; and




     (o) Section 7.04. Section 7.04(a) of the Credit Agreement is hereby amended to
read as follows:




     (a) any Subsidiary may merge with (i) the Company, provided that the
Company shall be the continuing or surviving Person, or (ii) any one or more other
Subsidiaries, provided that (A) when any Subsidiary Guarantor is merging
with another Subsidiary, the Subsidiary Guarantor shall be the continuing or
surviving Person and (B) when any non-Repair and Refurbishment Subsidiary is merging
with another Subsidiary, the non-Repair and Refurbishment Subsidiary shall be the
continuing or surviving Person;




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




     (e) (i) Dispositions permitted by Section 7.04 and, (ii) to the extent
constituting a Disposition, Investments permitted by Section 7.02(h) that
are made in connection with the formation and initial capitalization of the Joint
Venture described in Section 7.02(h);




     (q) Section 7.06. Section 7.06(d) of the Credit Agreement is hereby amended to
read as follows:




     (d) the Company may declare or pay Restricted Payments after the Closing Date
in an aggregate amount not to exceed the sum of (i) $25,000,000 plus (ii) 50% of the
cumulative net income of the Company and its Subsidiaries since August 31, 2006,
which net income shall be calculated without giving effect to (A) non-cash goodwill
impairment charges incurred after February 28, 2009 and (B) the non-cash effects of
the issuance of the WRC Warrants, minus (iii) all amounts available to make
Restricted Payments pursuant to this subsection (d) that have been invested pursuant
to Sections 7.02(f), 7.02(g) and 7.02(j); and



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     (r) Section 7.06. Section 7.06 of the Credit Agreement is hereby amended to
add a new clause (e) to read as follows:




     (e) the Company may make payments of cash in lieu of fractional shares in
connection with the exercise of the WRC Warrants.




     (s) Section 7.07. Section 7.07 is hereby amended to read as follows:




     (a) Engage in any material line of business substantially different from those
lines of business conducted by the Company and its Subsidiaries on the date hereof
or any business substantially related or incidental thereto.




     (b) Except for (i) repair and refurbishment services conducted in the ordinary
course of business from time to time by non-Repair and Refurbishment Subsidiaries
and (ii) any Rail Services Business engaged in by Joint Ventures permitted by this
Agreement, engage in or conduct any Rail Services Business, other than through the
Repair and Refurbishment Subsidiaries.




     (t) Section 7.08. Section 7.08 of the Credit Agreement is hereby amended to
read as follows:




     Other than (a) intercompany transactions expressly permitted by this Agreement
and (b) the transactions contemplated by the WRC Credit Documents and the Warrant
Documents (all as in effect on the Fourth Amendment Effective Date), enter into any
transaction of any kind with any Affiliate of the Company, whether or not in the
ordinary course of business, other than on fair and reasonable terms substantially
as favorable to the Company or such Subsidiary as would be obtainable by the Company
or such Subsidiary at the time in a comparable arm’s length transaction with a
Person other than an Affiliate.




     (u) Section 7.09. Section 7.09 of the Credit Agreement is hereby amended to
read as follows:




     Other than (x) those in existence as of the date of this Agreement and set
forth in Schedule 7.09, (y) those contained in this Agreement or any other
Loan Document and (z) those contained in the WRC Credit Documents, enter into any
Contractual Obligation that (a) limits the ability (i) of any Subsidiary Guarantor
to make Restricted Payments to the Company or any Subsidiary Guarantor or to
otherwise transfer property to the Company or any Subsidiary Guarantor, (ii) of any
Subsidiary Guarantor to Guarantee the Indebtedness of the Company or (iii) of the
Company or any Subsidiary Guarantor to create, incur, assume or suffer to exist
Liens on property of such Person to secure the Obligations; provided,
however, that this clause (iii) shall not prohibit any negative pledge
incurred or provided in favor of any holder of Indebtedness permitted under
Section 7.03(d) or 7.03(e) solely to the extent any such negative
pledge relates to the property financed by or the subject of such Indebtedness; or
(b) requires the grant of a Lien to secure an obligation of such Person if a Lien is
granted to secure another obligation of such Person. The Company and the Subsidiary
Guarantors shall not renew or extend the agreements set forth in Schedule
7.09 unless any limitation on Restricted Payments shall have been terminated as
part of such renewal or extension.



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     (v) Section 7.11. Section 7.11 of the Credit Agreement is hereby amended to
read as follows:




     7.11 Financial Covenants.




     Beginning with the fiscal quarter ended May 31, 2009:




     (a) Consolidated Adjusted Interest Coverage Ratio. Permit the
Consolidated Adjusted Interest Coverage Ratio as of the end of any fiscal quarter of
the Company set forth below to be less than the ratio corresponding to such fiscal
quarter:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calendar	 	 	 	 	 	 	 	 	 	 	 	 
	Year	 	February 28/29	 	 	May 31	 	 	August 31	 	 	November 30	 
	2009
	 	 	N/A	 	 	 	1.25 to 1.0	 	 	 	1.25 to 1.0	 	 	 	1.25 to 1.0	 
	2010
	 	 	1.25 to 1.0	 	 	 	1.50 to 1.0	 	 	 	1.50 to 1.0	 	 	 	1.50 to 1.0	 
	2011
	 	 	1.50 to 1.0	 	 	 	1.75 to 1.0	 	 	 	1.75 to 1.0	 	 	 	N/A	 







     (b) Consolidated Capitalization Ratio. Permit the Consolidated
Capitalization Ratio as of the end of any fiscal quarter of the Company set forth
below to be greater than the ratio corresponding to such fiscal quarter:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calendar	 	 	 	 	 	 	 	 	 	 	 	 
	Year	 	February 28/29	 	 	May 31	 	 	August 31	 	 	November 30	 
	2009
	 	 	N/A	 	 	 	0.750 to 1.0	 	 	 	0.750 to 1.0	 	 	 	0.750 to 1.0	 
	2010
	 	 	0.725 to 1.0	 	 	 	0.725 to 1.0	 	 	 	0.725 to 1.0	 	 	 	0.700 to 1.0	 
	2011
	 	 	0.700 to 1.0	 	 	 	0.700 to 1.0	 	 	 	0.700 to 1.0	 	 	 	N/A	 







     (w) Schedule 2.01 of the Credit Agreement is hereby amended to read as provided
on Schedule 2.01 attached hereto.




     (x) Exhibits. Exhibit D and Exhibit H of the Credit Agreement
are hereby amended to read as provided on Exhibit D and Exhibit H,
respectively, attached hereto.



     2. Release of Certain Collateral. Upon the effectiveness of this Amendment, (a) the
U.S. Administrative Agent, on behalf of the Lenders, hereby (i) releases all security interests,
pledges and other Liens in favor of the Lenders or the U.S. Administrative Agent, on behalf of the
Lenders, in or on the assets and properties of (A) Gunderson Rail Services LLC, an Oregon limited
liability company, (B) Meridian Rail Holdings Corp., an Oregon corporation, (C) Meridian Rail
Acquisition Corp., an Oregon corporation, (D) Meridian Rail Mexico City Corp., an Oregon
corporation, and (E) Brandon Railroad LLC, an Oregon limited liability company, arising or created
under the Credit Agreement or the Collateral Documents which secure the Obligations, and (ii)
agrees to execute and deliver to the Company, at the sole expense of the Company, all documents or
instruments reasonably requested by the Company in connection therewith, including UCC-3
termination statements and releases of filings with the Surface Transportation Board and (b) the
Repair and Refurbishment Subsidiaries shall no longer be parties to the Pledge Agreement or the
Security Agreement and the U.S. Administrative Agent shall, at the expense of the Company, deliver
such agreements, terminations or other documents in connection with the removal of the Repair and
Refurbishment Subsidiaries as parties to the Pledge Agreement and the Security Agreement as
reasonably requested by the Company.



11









 





     3. Effectiveness; Conditions Precedent. This Amendment shall be effective as of the
date hereof when all of the conditions set forth in this Section shall have been satisfied in form
and substance satisfactory to the U.S. Administrative Agent.




     (a) Execution and Delivery of this Amendment. The U.S. Administrative Agent
shall have received copies of this Amendment duly executed by each Loan Party, the Required
Lenders and the U.S. Administrative Agent.




     (b) Resolutions. The U.S. Administrative Agent shall have received such
resolutions or other action, incumbency certificates and/or other certificates of
Responsible Officers of the Loan Parties as the U.S. Administrative Agent may require
evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Amendment and the other
Loan Documents to which each Loan Party is a party.




     (c) Opinion. The U.S. Administrative Agent shall have received an opinion of
legal counsel to the Loan Parties, in form and substance reasonably satisfactory to the U.S.
Administrative Agent.




     (d) WRC Credit Agreement. The U.S. Administrative Agent shall have received a
copy, certified by a Responsible Officer of the Company as true and complete, of the WRC
Credit Agreement and all related documents, in form and substance reasonably satisfactory to
the U.S. Administrative Agent.




     (e) Repayment of Loans. All outstanding U.S. Committed Loans and U.S. Swing
Line Loans shall have been repaid (it being understood that no notice thereof is required to
be given by the Company pursuant to Section 2.06 of the Credit Agreement).




     (f) Joinder of Gunderson Specialty Products, LLC. The U.S. Administrative
Agent shall have received the documents required pursuant to Section 6.13 of the Credit
Agreement to cause Gunderson Specialty Products, LLC to become Subsidiary Guarantor.




     (g) Fees and Expenses. The U.S. Administrative Agent shall have received, for
the account of each Lender executing this Amendment, a fee of 0.50% of such Lender’s
Commitment (after giving effect to this Amendment) and (ii) all other fees and expenses owed
by the Company to the U.S. Administrative Agent and the Arranger in connection with the
Credit Agreement and this Amendment.



     4. Ratification of Credit Agreement. The Loan Parties acknowledge and consent to the
terms set forth herein and agree that this Amendment does not impair, reduce or limit any of their
obligations under the Loan Documents.



     5. Authority/Enforceability. Each of the Loan Parties represents and warrants as
follows:




     (a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.




     (b) This Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligations, enforceable in accordance with its
terms.



12









 






     (c) No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by such Person of this Amendment.




     (d) The execution and delivery of this Amendment does not (i) violate, contravene or
conflict with any provision of its, or its Subsidiaries’ Organization Documents or (ii)
materially violate, contravene or conflict with any Laws applicable to it or any of its
Subsidiaries.



     6. Representations and Warranties of the Loan Parties. The Loan Parties represent and
warrant to the Lenders that after giving effect to this Amendment (a) the representations and
warranties of the Loan Parties set forth in Article V of the Credit Agreement are true and correct
in all material respects as of the date hereof, and (b) no event has occurred and is continuing
which constitutes a Default.



     7. Release. In consideration of the Lenders entering into this Amendment, the Loan
Parties hereby release the U.S. Administrative Agent, the Lenders, the L/C Issuer and the U.S.
Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents,
counsel and directors from any and all actions, causes of action, claims, demands, damages and
liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or
unsuspected to the extent that any of the foregoing arises from any action or failure to act solely
in connection with the Loan Documents on or prior to the date hereof.



     8. Counterparts/Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment
by telecopy or pdf shall be effective as an original.



     9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF OREGON.



     10. Statutory Notice. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS
MADE BY THE LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY
OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE COMPANY’S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE.



     11. Reference to and Effect on Credit Agreement. Except as specifically modified
herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect and
are each hereby ratified and confirmed. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the Lenders or the U.S.
Administrative Agent under the Credit Agreement or any of the other Loan Documents, or constitute a
waiver of any provision of the Credit Agreement or any of the other Loan Documents, except as
expressly set forth herein. This Amendment shall be considered a Loan Document from and after the
date hereof.



     12. Estoppel, Acknowledgement and Reaffirmation. The obligations of the Loan Parties
under the Loan Documents constitute valid and subsisting obligations of such Persons that are not
subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. Each
Loan Party hereby acknowledges its respective obligations under the Loan Documents as amended
hereby, and each Loan Party that is not a Repair and Refurbishment Subsidiary reaffirms that each
of the liens and security



13









 




interests created and granted in or pursuant to the Loan Documents are valid and subsisting
and that this Amendment shall in no manner impair or otherwise adversely affect such liens and
security interests.




[remainder of page intentionally left blank]





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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	BORROWER:  	THE GREENBRIER COMPANIES, INC.,

an Oregon corporation

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



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	SUBSIDIARY

GUARANTORS:	 GUNDERSON LLC,
an Oregon limited liability company

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	GREENBRIER LEASING COMPANY LLC,

an Oregon limited liability company

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	GREENBRIER RAILCAR LLC,

an Oregon limited liability company

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	AUTOSTACK COMPANY LLC,

an Oregon limited liability company

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	GUNDERSON RAIL SERVICES LLC,

an Oregon limited liability company

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	GUNDERSON MARINE LLC,

an Oregon limited liability company

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	GREENBRIER-CONCARRIL, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 




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	 	GREENBRIER LEASING LIMITED PARTNER, LLC,

a Delaware limited liability company

 	 
	 	By:  	Greenbrier Leasing Company LLC, its sole member
 	 
	 	 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	GREENBRIER MANAGEMENT SERVICES, LLC,

a Delaware limited liability company

 	 
	 	By:  	Greenbrier Leasing Company LLC, its sole member
 	 
	 
	 	 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	BRANDON RAILROAD LLC,

an Oregon limited liability company

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	MERIDIAN RAIL HOLDINGS CORP.,

an Oregon corporation

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	MERIDIAN RAIL ACQUISITION CORP.,

an Oregon corporation

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 
	 
	 	MERIDIAN RAIL MEXICO CITY CORP.,

an Oregon corporation

 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 




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	 	GUNDERSON SPECIALTY PRODUCTS, LLC,

a Delaware limited liability company

 	 
	 	By:  	Gunderson LLC, its sole member
 	 
	 
	 	 	 
	 	By:  	/s/ Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum 	 
	 	 	Title:  	Vice President 	 




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	U.S. ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as U.S. Administrative Agent

 	 
	 	By  	/s/ Tiffany Shin	 
	 	 	Name:  	Tiffany Shin	 
	 	 	Title:  	Assistant
Vice President	 



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	LENDERS: 	BANK OF AMERICA, N.A.,

as a U.S. Lender and as U.S. L/C Issuer and U.S. Swing Line Lender

 	 
	 	By  	/s/ Chris Swindell	 
	 	 	Name:  	Chris Swindell	 
	 	 	Title:  	Senior Vice President	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.,

U.S. Lender

 	 
	 	By  	/s/ Stephen Sloan	 
	 	 	Name:  	Stephen Sloan	 
	 	 	Title:  	Vice President	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

U.S. Lender

 	 
	 	By  	/s/ Richard J. Ameny, Jr.	 
	 	 	Name:  	Richard J. Ameny, Jr.	 
	 	 	Title:  	Vice President	 
	 
	 	KEYBANK NATIONAL ASSOCIATION,

U.S. Lender

 	 
	 	By  	/s/ Mark E. Burris	 
	 	 	Name:  	Mark E. Burris	 
	 	 	Title:  	Vice President, Senior Relationship Manager	 
	 
	 	BRANCH BANKING & TRUST COMPANY,

U.S. Lender

 	 
	 	By  	/s/ Robert M. Searson	 
	 	 	Name:  	Robert M. Searson	 
	 	 	Title:  	Senior Vice President	 
	 
	 	CALYON NEW YORK BRANCH,

U.S. Lender

 	 
	 	By  	/s/ Brian Bolotin                      /s/ Angel Naranjo	 
	 	 	Name:  	Brian Bolotin             Angel Naranjo	 
	 	 	Title:  	Managing Director     Director	 
	 
	 	CRÉDIT INDUSTRIEL et COMMERCIAL, NEW YORK BRANCH,

U.S. Lender

 	 
	 	By  	/s/ Alex Aupoix               /s/ Adrienne Molloy	 
	 	 	Name:  	Alex Aupoix       Adrienne Molloy	 
	 	 	Title:  	Vice President    Vice President	 



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	 	COMERICA BANK,

U.S. Lender

 	 
	 	By:  	/s/ Fatima Arshad	 
	 	 	Name:  	Fatima Arshad	 
	 	 	Title:  	Assistant Vice President	 
	 
	 	SOVEREIGN BANK,

U.S. Lender

 	 
	 	By:  	/s/ Dexter Freeman	 
	 	 	Name:  	Dexter Freeman	 
	 	 	Title:  	Senior Vice President, Managing Director	 
	 
	 	DVB BANK AG,

U.S. Lender

 	 
	 	By:  	/s/ Martin Metz	 
	 	 	Name:  	Martin Metz	 
	 	 	Title:  	Managing Director	 
	 
	 	 	 
	 	By:  	/s/ Murat Kaptanoglu	 
	 	 	Name:  	Murat Kaptanoglu	 
	 	 	Title:  	Vice President	 
	 
	 	BANK OF THE WEST,

U.S. Lender

 	 
	 	By:  	/s/ Brett German	 
	 	 	Name:  	Brett German	 
	 	 	Title:  	Vice President	 




THE GREENBRIER COMPANIES

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT