September 26, 2008 The Greenbrier Companies, Inc. One Centerpointe Drive, Suite 200 Lake Oswego, OR 97035

Exhibit 10.2

September 26, 2008

The Greenbrier Companies, Inc.
Xxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000

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

Ladies and Gentlemen:

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

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

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

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

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

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

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

	Sincerely, BANK OF AMERICA, N.A., as U.S. Administrative Agent
	By	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Assistant Vice President

THE GREENBRIER COMPANIES, INC.
THIRD AMENDMENT

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

BORROWER:	THE GREENBRIER COMPANIES, INC., an Oregon corporation
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name	Xxxx X. Xxxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer
SUBSIDIARY GUARANTORS:	XXXXXXXXX LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Executive Vice President

	GREENBRIER LEASING COMPANY, LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Executive Vice President
	GREENBRIER RAILCAR, LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President
	AUTOSTACK COMPANY, LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President
	XXXXXXXXX RAIL SERVICES, LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President

THE GREENBRIER COMPANIES, INC.
THIRD AMENDMENT

	XXXXXXXXX MARINE, LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President
	GREENBRIER-CONCARRIL, LLC, a Delaware limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President
	GREENBRIER LEASING LIMITED PARTNER, LLC, a Delaware limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Principal Financial Accounting Officer
	GREENBRIER MANAGEMENT SERVICES, LLC, a Delaware limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Executive Vice President
	XXXXXXX RAILROAD LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President
	MERIDIAN RAIL HOLDINGS CORP., an Oregon corporation
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President and Treasurer
	MERIDIAN RAIL ACQUISITION CORP., an Oregon corporation
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President and Treasurer

THE GREENBRIER COMPANIES, INC.
THIRD AMENDMENT

	MERIDIAN RAIL MEXICO CITY CORP., an Oregon corporation
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President and Treasurer

THE GREENBRIER COMPANIES, INC.
THIRD AMENDMENT

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

LENDERS:	BANK OF AMERICA, N.A., as a U.S. Lender and as U.S. L/C Issuer and U.S. Swing Line Lender
	By	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	UNION BANK OF CALIFORNIA, N.A., U.S. Lender
	By
		Name:
		Title:
	U.S. BANK NATIONAL ASSOCIATION, U.S. Lender
	By	/s/ Xxxxxxx X. Xxxxx, Xx.
		Name:	Xxxxxxx X. Xxxxx, Xx.
		Title:	Vice President
	KEYBANK NATIONAL ASSOCIATION, U.S. Lender
	By	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Senior Vice President
	BRANCH BANKING & TRUST COMPANY, U.S. Lender
	By
		Name:
		Title:
	CAYLON NEW YORK BRANCH, U.S. Lender
	By
		Name:
		Title:

THE GREENBRIER COMPANIES, INC.
THIRD AMENDMENT

	CRÉDIT INDUSTRIEL et COMMERCIAL, NEW YORK BRANCH, U.S. Lender
	By	/s/ Xxxxxxxx Xxxxxx                  /s/ Xxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx                Xxxx Xxxxxx
		Title:	Vice President                    Vice President
	COMERICA BANK, U.S. Lender
	By:
		Name:
		Title:
	SOVEREIGN BANK, U.S. Lender
	By:
		Name:
		Title:
	DVB BANK AG, U.S. Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	BANK OF THE WEST, U.S. Lender
	By:	/s/ Xxxxx German
		Name:	Xxxxx German
		Title:	Vice President

THE GREENBRIER COMPANIES, INC.
THIRD AMENDMENT