exv10w2





Exhibit
10.2



September 26, 2008




The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200

Lake Oswego, OR 97035





	Re:	 	Third Amendment to Amended and Restated Credit Agreement, dated as of November 7, 2006 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time,
the “Credit Agreement;” the terms defined therein being used herein as therein
defined), among The Greenbrier Companies, Inc., an Oregon corporation (the “Company”),
the Lenders from time to time party thereto, and Bank of America, N.A., as U.S. Administrative
Agent.





Ladies and Gentlemen:



The parties hereto agree that Section 9.10(a) of the Credit Agreement is hereby amended to read as
follows:





     (a) to release any Lien on any property granted to or held by such Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and payment in
full of all Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit, (ii) that is transferred or to be
transferred as part of or in connection with any Disposition permitted hereunder or under
any other Loan Document, (iii) that is owned by a Person other than a Loan Party, including
vessels under construction for third parties pursuant to a contract, that are held by a Loan
Party as a bailee for such other Person, or (iv) subject to Section 10.01, if
approved, authorized or ratified in writing by the Required Lenders;


All references in the Credit Agreement and the other Loan Documents to the “Credit Agreement” shall
be deemed to refer to the Credit Agreement as amended hereby.



Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other
Loan Documents shall remain in full force and effect.



This letter agreement shall become effective upon the execution hereof by the Loan Parties, the
Required Lenders and the Administrative Agents.



This letter agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Delivery of
executed counterparts of this Agreement by telecopy or pdf shall be effective as an original.





 









 







This letter agreement shall be governed by and construed in accordance with the laws of the State
of Oregon.




	 	 	 	 	 
	 	Sincerely,




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

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



THE GREENBRIER COMPANIES, INC.

THIRD AMENDMENT





 









 







ACCEPTED AND AGREED 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	 
	 
	SUBSIDIARY

GUARANTORS: 	 GUNDERSON LLC,

an Oregon limited liability company

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



	 	 	 	 	 
	 	GREENBRIER LEASING COMPANY, LLC,

an Oregon limited liability company

 	 
	 	By:  	/s/
Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum	 
	 	 	Title:  	Executive
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	 
	 



THE GREENBRIER COMPANIES, INC.

THIRD AMENDMENT




 









 








	 	 	 	 	 
	 	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	 
	 
	 	GREENBRIER LEASING LIMITED PARTNER, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/
Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum	 
	 	 	Title:  	Principal Financial Accounting Officer	 
	 
	 	GREENBRIER MANAGEMENT SERVICES, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/
Mark J. Rittenbaum	 
	 	 	Name:  	Mark J. Rittenbaum	 
	 	 	Title:  	Executive
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 and Treasurer	 
	 
	 	MERIDIAN RAIL ACQUISITION CORP.,

an Oregon corporation

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



THE GREENBRIER COMPANIES, INC.

THIRD AMENDMENT




 









 








	 	 	 	 	 
	 	MERIDIAN RAIL MEXICO CITY CORP.,

an Oregon corporation

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



THE GREENBRIER COMPANIES, INC.

THIRD AMENDMENT






 









 







ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:




	 	 	 	 	 
	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/
Michael Snook	 
	 	 	Name:  	Michael Snook	 
	 	 	Title:  	Senior
Vice President	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.,

U.S. Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	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/
Chris Swindell	 
	 	 	Name:  	Chris Swindell	 
	 	 	Title:  	Senior Vice President	 
	 
	 	BRANCH BANKING & TRUST COMPANY,

U.S. Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAYLON NEW YORK BRANCH,

U.S. Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



THE GREENBRIER COMPANIES, INC.

THIRD AMENDMENT




 









 








	 	 	 	 	 
	 	CRÉDIT INDUSTRIEL et COMMERCIAL, NEW YORK BRANCH,

U.S. Lender

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

U.S. Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SOVEREIGN BANK,

U.S. Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DVB BANK AG,

U.S. Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF THE WEST,

U.S. Lender

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



THE GREENBRIER COMPANIES, INC.

THIRD AMENDMENT