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                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

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                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF NOVEMBER 21, 2005

                                      AMONG

                         THE GREENBRIER COMPANIES, INC.,

              THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF,

                                       AND

                         BANC OF AMERICA SECURITIES LLC

                                       AND

                            BEAR, STEARNS & CO. INC.

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                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT dated as of November 21, 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 and Bear, Stearns & Co. Inc. (the "INITIAL PURCHASERS").

     This Agreement is made pursuant to the Purchase Agreement dated November
16, 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 $60,000,000 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, provide
     copies of such document 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


                                       12

<PAGE>

     of or supplement to a Registration 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


                                       13

<PAGE>

          certified public accountants of any subsidiary of the Company or of
          any business 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


                                       14

<PAGE>

     securities issued by the Company and the Guarantors are then listed if
     requested by the 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


                                       15

<PAGE>

persons entitled hereunder to approve such arrangements and (b) completes and
executes all 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, any Participating Broker-Dealer or any 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


                                       16

<PAGE>

     Statement (or any amendment thereto) or any Prospectus (or any amendment or
     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,


                                       17

<PAGE>

     but the fees and expenses of such counsel shall be at the expense of such
     indemnified 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


                                       18

<PAGE>

in this Section 4 shall be deemed to include any legal or other expenses
incurred by such 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.


                                       19

<PAGE>

          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, 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


                                       20

<PAGE>

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 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 COMPANY LLC


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


                                        GREENBRIER LEASING LIMITED PARTNER, LLC

                                        By: Greenbrier Leasing Company LLC,
                                            sole member and manager


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


                                      S-1

<PAGE>

                                        GREENBRIER MANAGEMENT SERVICES, LLC

                                        By: Greenbrier Leasing Company LLC,
                                            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 Company LLC,
                                            sole member and manager


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


                                        GUNDERSON LLC


                                        By: /s/ Norriss M. Webb
                                            ------------------------------------
                                        Name: Norriss M. Webb
                                        Title: Vice President and Secretary


                                        GUNDERSON MARINE LLC


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


                                      S-2
<PAGE>
                                  GUNDERSON RAIL SERVICES LLC




                                  By:    /s/ Norriss M. Webb
                                         --------------------------
                                  Name:  Norriss M. Webb
                                  Title: Vice President and Secretary


                                  GUNDERSON SPECIALTY PRODUCTS,  LLC

                                  By:    Gunderson LLC, sole member and manager




                                  By:    /s/ Norriss M. Webb
                                         --------------------------
                                  Name:  Norriss M. Webb
                                  Title: Vice President and Secretary



                                  AUTOSTACK COMPANY LLC




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



                                  GREENBRIER RAILCAR LLC




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


                                      S-3