RECITALSEmployment Agreement • April 13th, 2006 • Greenbrier Companies Inc • Railroad equipment • Oregon
amongCredit Agreement • July 6th, 2005 • Greenbrier Companies Inc • Railroad equipment • Oregon
andIndenture • May 13th, 2005 • Greenbrier Companies Inc • Railroad equipment • New York
EXHIBIT 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of the 1st day of November, 2005 by and among George L. Chelius and Eric Epperson, not in their individual capacities but solely in their capacities as...Termination Agreement • November 10th, 2005 • Greenbrier Companies Inc • Railroad equipment
THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of the 1st day of November, 2005 by and among George L. Chelius and Eric Epperson, not in their individual capacities but solely in their capacities as Executors (the "Representatives") of the will and estate of Alan James pursuant to Letters Testamentary (Case Number 050290219), dated February 17, 2005, issued by the Circuit Court of the State of Oregon for the County of Multnomah and, to the extent provided in Section 3.12 of the Settlement Agreement referred to below, as Trustees of the Trust referred to in Section 3.12 of the Settlement Agreement, William A. Furman and The Greenbrier Companies, Inc., a Delaware corporation ("Greenbrier").
May 17, 2006 BEAR, STEARNS & CO. INC. BANC OF AMERICA SECURITIES LLC c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: The Greenbrier Companies, Inc., an Oregon corporation (the "Company"), and the...Purchase Agreement • May 18th, 2006 • Greenbrier Companies Inc • Railroad equipment • New York
THE GREENBRIER COMPANIES, INC. (an Oregon corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2010 • Greenbrier Companies Inc • Railroad equipment • New York
The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), confirms its agreement with Goldman, Sachs & Co. ( the “Underwriter”), with respect to the sale by the Company and the purchase by the Underwriter, of 3,000,000 shares of Common Stock, without par value per share, of the Company (“Common Stock”). The aforesaid 3,000,000 shares of Common Stock to be purchased by the Underwriter are herein called, the “Securities.”
EXHIBIT 10.1Purchase Agreement • December 1st, 2005 • Greenbrier Companies Inc • Railroad equipment • New York
May 5, 2005Underwriting Agreement • May 11th, 2005 • Greenbrier Companies Inc • Railroad equipment • New York
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 31st, 2022 • Greenbrier Companies Inc • Railroad equipment • New York
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 29, 2022 (this “Amendment”), is entered into among THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
AS ISSUERIndenture • May 25th, 2006 • Greenbrier Companies Inc • Railroad equipment • New York
EXHIBIT 10.27 EMPLOYMENT AGREEMENT This is an Employment Agreement (the "Agreement") dated as of February 15, 2004, between The Greenbrier Companies, Inc., its affiliates, successors and assigns, ("EMPLOYER") and James T. Sharp, 5099 Woodwinds Ct.,...Employment Agreement • November 12th, 2004 • Greenbrier Companies Inc • Railroad equipment • Oregon
RECITALSEmployment Agreement • April 20th, 2005 • Greenbrier Companies Inc • Railroad equipment • Oregon
RECITALSEmployment Agreement • November 29th, 2000 • Greenbrier Companies Inc • Railroad equipment • Oregon
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT DATED MAY 22, 2006Registration Rights Agreement • May 25th, 2006 • Greenbrier Companies Inc • Railroad equipment • New York
Published CUSIP Number __________ AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 7, 2006Credit Agreement • November 13th, 2006 • Greenbrier Companies Inc • Railroad equipment • Oregon
THE GREENBRIER COMPANIES, INC. (an Oregon corporation) 4,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • May 7th, 2010 • Greenbrier Companies Inc • Railroad equipment • New York
The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Jefferies & Company, Inc. (“Jefferies”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Jefferies are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, without par value per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 4,000,000 additional shares of Common Stock to c
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2018 among GREENBRIER LEASING COMPANY LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • October 26th, 2018 • Greenbrier Companies Inc • Railroad equipment • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 26, 2018, among GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (the “Borrower”), each Lender (defined herein) from time to time a party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 26th, 2021 • Greenbrier Companies Inc • Railroad equipment • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 26, 2018, among Greenbrier LEASING COMPANY LLC, an Oregon limited liability company (the “Borrower”), each Lender (defined herein) from time to time a party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 30, 2011 among THE GREENBRIER COMPANIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, UNION BANK, NATIONAL ASSOCIATION, as Syndication Agent, MERRILL LYNCH,...Credit Agreement • July 7th, 2011 • Greenbrier Companies Inc • Railroad equipment • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2011, among THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Borrower”), each Lender (defined herein) from time to time a party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
EXHIBIT 10.3 CHANGE OF CONTROL AGREEMENT FOR SENIOR MANAGERS AGREEMENT by and between The Greenbrier Companies, Inc., a Delaware corporation (the "Company"), and ________________ (the "Executive"), dated as of the ____ day of ________________, 200___....Change of Control Agreement • August 5th, 2005 • Greenbrier Companies Inc • Railroad equipment • Oregon
THE GREENBRIER COMPANIES, INC. (AN OREGON CORPORATION)Purchase Agreement • February 6th, 2017 • Greenbrier Companies Inc • Railroad equipment • New York
The Notes will be issued pursuant to an indenture, to be dated as of February 6, 2017 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be convertible into cash, shares of the Company’s common stock, without par value (the “Common Stock”), or a combination thereof, as set forth and subject to the limitations contained in the Indenture. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).
Certain identified information has been excluded from this exhibit because it (i) is not material and (ii) is the type that the registrant treats as private or confidential. *** Amendment No. 5 to Warehouse Loan AgreementWarehouse Loan Agreement • October 24th, 2024 • Greenbrier Companies Inc • Railroad equipment • New York
This Amendment No. 5 to Warehouse Loan Agreement (this “Amendment”), dated as of September 6, 2024, is entered into by and among GBXL I, LLC, as borrower (in such capacity, the “Borrower”), GBXL I (Canada) Ltd., as Canadian subsidiary (the “Canadian Subsidiary”), Wilmington Trust Company, as depositary (in such capacity, the “Depositary”) and as collateral agent (in such capacity, the “Collateral Agent”), Bank of America, N.A., as a Lender (in such capacity, “BofA”) and as agent (in such capacity, the “Agent”), Wells Fargo Bank, N.A., as a Lender (in such capacity, “Wells Fargo”, and together with BofA, the “Remaining Lenders”), and Credit Agricole Corporate and Investment Bank (the “Exiting Lender”). Capitalized terms used but not defined herein have the meanings provided in the Loan Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 31st, 2022 • Greenbrier Companies Inc • Railroad equipment • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 29, 2022 (this “Amendment”), is entered into among GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (the “Borrower”), Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
THE GREENBRIER COMPANIES, INC., as Issuer AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 5, 2011 3.50% Convertible Senior Notes due 2018Indenture • April 5th, 2011 • Greenbrier Companies Inc • Railroad equipment • New York
INDENTURE dated as of April 5, 2011 between The Greenbrier Companies, Inc., an Oregon corporation, as issuer (the “Company”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
TRUST UNDER THE DEFERRED COMPENSATION PLAN FOR DIRECTORSTrust Agreement • January 9th, 2013 • Greenbrier Companies Inc • Railroad equipment • Georgia
THIS AGREEMENT is made this 1st day of October, 2012 by and between The Greenbrier Companies, Inc., a corporation organized under the laws of Oregon and having its principal office and place of business in Oregon (“Greenbrier” or the “Company”) and Reliance Trust Company, a trust organization under the laws of the United States of America and having its principal office and place of business in Atlanta, Georgia, as trustee (the “Trustee”).
EXHIBIT 4.1 STOCKHOLDER RIGHTS AGREEMENT THE GREENBRIER COMPANIES, INC.Stockholder Rights Agreement • September 16th, 2004 • Greenbrier Companies Inc • Railroad equipment • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2009 • Greenbrier Companies Inc • Railroad equipment • Oregon
This Employment Agreement, dated as of April 6, 2009 (the “Effective Date”) is by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and Alejandro Centurion (“Employee”).
THE GREENBRIER COMPANIES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 1st, 2015 • Greenbrier Companies Inc • Railroad equipment • Oregon
Pursuant to Article 10 of the 2014 Amended and Restated Stock Incentive Plan (the “Plan”) of The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), on , 2015 (the “Grant Date”) the Compensation Committee of the Board of Directors of the Company (the “Committee”) authorized and granted to (the “Recipient”) an award of restricted stock units (“RSUs”) with respect to the Company’s common stock (“Common Stock”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the meanings as defined in the Plan.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 4th, 2013 • Greenbrier Companies Inc • Railroad equipment • Oregon
This AGREEMENT is entered into by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and (the “Employee”) as of the day of , 20 .
THE GREENBRIER COMPANIES, INC.Director Restricted Share Agreement • April 6th, 2018 • Greenbrier Companies Inc • Railroad equipment • Oregon
This Director Restricted Share Agreement (this “Agreement”) is made as of this day of January 2018 between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and (the “Participant”) under the Company’s 2017 Amended and Restated Stock Incentive Plan (the “Plan”).
THE GREENBRIER COMPANIES, INC., as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 20, 2021 2.875% Convertible Senior Notes due 2028Indenture • April 21st, 2021 • Greenbrier Companies Inc • Railroad equipment • New York
INDENTURE dated as of April 20, 2021, between The Greenbrier Companies, Inc., an Oregon corporation, as issuer (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
THE GREENBRIER COMPANIES, INC., as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 6, 2017 2.875% Convertible Senior Notes due 2024Indenture • February 6th, 2017 • Greenbrier Companies Inc • Railroad equipment • New York
INDENTURE dated as of February 6, 2017, between The Greenbrier Companies, Inc., an Oregon corporation, as issuer (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
TERMINATION AND FUTURE SHARING AGREEMENTTermination and Future Sharing Agreement • March 25th, 2016 • Greenbrier Companies Inc • Railroad equipment
This TERMINATION AND FUTURE SHARING AGREEMENT (this “Agreement”) is entered into as of September 30, 2015, by and among WLR-Greenbrier Rail Inc., a Delaware corporation (the “Company”) and Greenbrier Leasing Company LLC, an Oregon limited liability company (“GLC”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Railcar Purchase Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2013 • Greenbrier Companies Inc • Railroad equipment • Oregon
This Amended and Restated Employment Agreement (this “Agreement”), dated as of August 28, 2012 (the “Effective Date”) is by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and William A. Furman (“Executive”).
FOURTH AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • October 26th, 2018 • Greenbrier Companies Inc • Railroad equipment • New York
This FOURTH AMENDED AND RESTATED PLEDGE AGREEMENT (“Agreement”), entered into as of September 26, 2018, among THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Company” or the “Borrower”), the other parties identified as “Debtors” on the signature pages hereto and such other parties that may become Debtors hereunder after the date hereof (together with the Company, the “Debtors” and individually a “Debtor”) in favor of BANK OF AMERICA, N.A., as administrative agent for its benefit and for the benefit of the other holders of the Secured Obligations (as defined below) (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
