SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.4

SECOND AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 8, 2008 (this “Amendment”), is entered into among The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), the Subsidiary Guarantors, the Lenders party hereto and Bank of America, N.A., as U.S. Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS

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

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

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

AGREEMENT

1. Amendments.

(a) Section 1.01.

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

“Joint Venture” means a Person or other legal arrangement which meets the following criteria: (a) it is a single-purpose corporation, partnership, limited liability company, joint venture or other similar legal arrangement (whether created by contract or conducted through a separate legal entity) formed by the Company or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person and (b) the Company and its Subsidiaries directly or indirectly own less than 75% of the Equity Interests.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company. For

purposes of the Loan Documents, the term “Subsidiary” shall not include any “SPE” or any “Joint Venture”.

“U.S. Swing Line Sublimit” means an amount equal to the lesser of $25,000,000 and the amount available under the U.S. Revolver Ceiling. The U.S. Swing Line Sublimit is part of, and not in addition to, the Aggregate U.S. Commitments.

(ii) The definition of “BBRM” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety.

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

(h) [Intentionally Omitted.]

(j) Investments in Greenbrier-GIMSA, LLC or Xxxxxxxxx-XXXXX S. de X.X. de C.V. made after the Closing Date in an aggregate outstanding amount not exceeding the sum of (i) $30,000,000 plus (ii) any excess amount of Restricted Payments available to be paid pursuant to Section 7.06(d) that have not been distributed and have not been invested pursuant to Section 7.02(f) or 7.02(g); and

(d) Section 7.03(d). The proviso at the end of Section 7.03(d) of the Credit Agreement is hereby amended to read as follows:

provided; however, that the aggregate amount of all such Term Debt at any one time outstanding pursuant to this subsection (d) shall not exceed $200,000,000;

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

(i) intercompany Indebtedness resulting from loans and advances permitted by Section 7.02; and

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

(d) the Company may declare or pay Restricted Payments after the Closing Date in an aggregate amount not to exceed the sum of (i) $25,000,000 plus (ii) 50% of the cumulative net income of the Company and its Subsidiaries since August 31, 2006 minus (iii) all amounts available to make Restricted Payments pursuant to this subsection (d) that have been invested pursuant to Sections 7.02(f), 7.02(g) and 7.02(j).

(g) Section 7.11(b). The grid in Section 7.11(b) of the Credit Agreement is hereby amended to read as follows:

Calendar Year

February 28/29

May 31

August 31

November 30

2008

0.75 to 1.0

2009

0.75 to 1.0

0.725 to 1.0

2010

0.725 to 1.0

0.70 to 1.0

thereafter

0.70 to 1.0

(h) Section 7.12. Section 7.12 of the Credit Agreement is hereby amended to read as follows:

7.12 Capital Expenditures.

Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations), except for capital expenditures in the ordinary course of business not exceeding $50,000,000 in the aggregate in any fiscal year for the Company and its Subsidiaries, and any such expenditures made for leasing assets.

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

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

(b) Fees and Expenses. The U.S. Administrative Agent shall have received, for the account of each Lender executing this Amendment, a fee of 0.125% of such Lender’s Commitment and (ii) all other fees and expenses owed by the Borrower to the U.S. Administrative Agent and the Arranger.

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

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

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

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

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

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

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

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

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

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

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

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

11. Estoppel, Acknowledgement and Reaffirmation. The obligations of the Loan Parties under the Loan Documents constitute valid and subsisting obligations of such Persons that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. Each Loan Party hereby acknowledges its respective obligations under the Loan Documents as amended hereby and reaffirms that each of the liens and security interests created and granted in or pursuant to the Loan Documents are valid and subsisting and that this Amendment shall in no manner impair or otherwise adversely affect such liens and security interests.

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


BORROWER:	THE GREENBRIER COMPANIES, INC., an Oregon corporation
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Executive Vice President, Treasurer and Chief Financial Officer

THE GREENBRIER COMPANIES
SECOND AMENDMENT


SUBSIDIARY GUARANTORS:	XXXXXXXXX LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Executive Vice President, Assistant Secretary

	GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Executive Vice

	GREENBRIER RAILCAR LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Treasurer

	AUTOSTACK COMPANY LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President, Principle Financial and Accounting Officer

	XXXXXXXXX RAIL SERVICES LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President, Principle Financial and Accounting Officer

	XXXXXXXXX MARINE LLC, an Oregon limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President, Principle Financial and Accounting Officer

	GREENBRIER-CONCARRIL, LLC, a Delaware limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Vice President

THE GREENBRIER COMPANIES
SECOND AMENDMENT


GREENBRIER LEASING LIMITED PARTNER, LLC, a Delaware limited liability company
By:	/s/ Xxxx X. Xxxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxxx
	Title:	Principle Financial and Accounting Officer

GREENBRIER MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Xxxx X. Xxxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxxx
	Title:	Principle Financial and Accounting Officer

XXXXXXX RAILROAD LLC, an Oregon limited liability company
By:	/s/ Xxxx X. Xxxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxxx
	Title:	Vice President

MERIDIAN RAIL HOLDINGS CORP., a Delaware corporation
By:	/s/ Xxxx X. Xxxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxxx
	Title:	Vice President, Treasurer

MERIDIAN RAIL ACQUISITION CORP.
By:	/s/ Xxxx X. Xxxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxxx
	Title:	Vice President, Treasurer

MERIDIAN RAIL MEXICO CITY CORP.
By:	/s/ Xxxx X. Xxxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxxx
	Title:	Vice President, Treasuer

THE GREENBRIER COMPANIES
SECOND AMENDMENT


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

THE GREENBRIER COMPANIES
SECOND AMENDMENT


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/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Senior Vice Presidet

	UNION BANK OF CALIFORNIA, N.A., U.S. Lender

	By	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Vice President

	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	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Senior Vice President


CAYLON NEW YORK BRANCH, U.S. Lender

By	/s/ Xxxxx Xxxxxxx	/s/ Xxxxx Xxxxxxx

	Name: Xxxxx Xxxxxxx Title: Managing Director	Xxxxx Xxxxxxx Director

CRÉDIT INDUSTRIEL et COMMERCIAL, NEW YORK BRANCH, U.S. Lender

By	/s/ Xxxxxxxx Xxxxxx	/s/ Xxxxxxx Xxxx

	Name: Xxxxxxxx Xxxxxx Title: Vice President	Xxxxxxx Xxxx Managing Director

THE GREENBRIER COMPANIES
SECOND AMENDMENT


COMERICA BANK, U.S. Lender
By:
	Name:
	Title:

SOVEREIGN BANK, U.S. Lender
By:
	Name:
	Title:

DVB BANK AG, U.S. Lender
By:	/s/ X. Xxxx
	Name:	X. Xxxx
	Title:	Managing Director


By:	/s/ X. Xxxxxxx
	Name:	X. Xxxxxxx
	Title:	Senior Vice President

BANK OF THE WEST, U.S. Lender
By:	/s/ Xxxxx German
	Name:	Xxxxx German
	Title:	Vice President

THE GREENBRIER COMPANIES
SECOND AMENDMENT

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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