October 7, 2010 The Greenbrier Companies, Inc. One Centerpointe Drive, Suite 200 Lake Oswego, OR 97035

Exhibit 10.3

October 7, 2010

The Greenbrier Companies, Inc.

Xxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000

Xxxx Xxxxxx, XX 00000

Re: First Amendment to Second Amended and Restated Credit Agreement, dated as of June 30, 2011 (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 Administrative Agent.

Ladies and Gentlemen:

Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

The parties hereto agree that Section 7.03(p) of the Credit Agreement is hereby amended to read as follows:

(p) other Indebtedness, on terms reasonably acceptable to the Administrative Agent, in an aggregate principal amount at any one time outstanding not to exceed $150,000,000; provided that if such Indebtedness is secured, the aggregate principal amount of such secured Indebtedness shall not exceed $5,000,000 at any time outstanding and the Liens securing such Indebtedness are permitted by Section 7.01(y);

This letter agreement is a Loan Document. 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 Agent.

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.

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

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

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

BORROWER:				THE GREENBRIER COMPANIES, INC.,
				an Oregon corporation
				By:		/s/ Xxxxx X. Xxxxxx
				Name:		Xxxxx X. Xxxxxx
				Title:		Vice President-Corporate Finance & Treasurer
SUBSIDIARY
GUARANTORS:				XXXXXXXXX LLC,
				an Oregon limited liability company
				By:		/s/ Xxxxx X. Xxxxxx
				Name:		Xxxxx X. Xxxxxx
				Title:		Class B Manager
				By:		/s/ Xxxxx X. Xxxxxxxxxx
				Name:		Xxxxx X. Xxxxxxxxxx
				Title:		Class B Manager
				GREENBRIER LEASING COMPANY, LLC,
				an Oregon limited liability company
				By:		/s/ Xxxxx X. Xxxxxx
				Name:		Xxxxx X. Xxxxxx
				Title:		Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

GREENBRIER RAILCAR LLC,
an Oregon limited liability company
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Treasurer
XXXXXXXXX RAIL SERVICES LLC,
an Oregon limited liability company
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Treasurer
GUNDERSON MARINE LLC,
an Oregon limited liability company
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Treasurer

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

GREENBRIER-CONCARRIL, LLC, a Delaware limited liability company
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Class B Manager
By:		/s/ Xxxxx X. Xxxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxxx
Title:		Class B Manager
GREENBRIER LEASING LIMITED PARTNER, LLC, a Delaware limited liability company
By:		Greenbrier Leasing Company LLC
Its:		Sole Member
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President
GREENBRIER MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:		Greenbrier Leasing Company LLC
Its:		Sole Member
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

XXXXXXX RAILROAD LLC,
an Oregon limited liability company
By:		Greenbrier Rail Services LLC
Its:		Sole Member
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Treasurer
MERIDIAN RAIL HOLDINGS CORP., an Oregon corporation
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Treasurer
MERIDIAN RAIL ACQUISITION CORP., an Oregon corporation
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Treasurer

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

MERIDIAN RAIL MEXICO CITY CORP. an Oregon corporation
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Treasurer
GREENBRIER LEASING, L.P., a Delaware limited partnership
By:		Greenbrier Management Services, LLC
Its:		General Partner
By:		Greenbrier Leasing Company LLC
Its:		Sole Member
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

GUNDERSON SPECIALTY PRODUCTS, LLC,
a Delaware limited liability company
By:		Xxxxxxxxx LLC
Sole Member
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Class B Manager
By:		/s/ Xxxxx X. Xxxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxxx
Title:		Class B Manager
GREENBRIER RAILCAR LEASING, INC. a Washington corporation
By:		/s/ Xxxx X. Xxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxx
Title:		Executive Vice President
AUTOSTACK COMPANY LLC, an Oregon corporation
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Treasurer

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

LENDERS:				BANK OF AMERICA, N.A., as a Lender and as L/C Issuer and Swing Line Lender
				By:		/s/ Xxxxx Xxxxxxxx
				Name:		Xxxxx Xxxxxxxx
				Title:		SVP
				UNION BANK, N.A., as a Lender
				By:		/s/ Xxxxxxx Xxxxx
				Name:		Xxxxxxx Xxxxx
				Title:		Vice President
				FIFTH THIRD BANK, as a Lender
				By:
				Name:
				Title:
				UMPQUA BANK, as a Lender
				By:		/s/ Xxxxxxx Xxxxxx
				Name:		Xxxxxxx Xxxxxx
				Title:		Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

				XXXXXXX XXXXX LENDING PARTNERS LLC, as a Lender
				By:		/s/ Xxxx Xxxxxxxx
				Name:		Xxxx Xxxxxxxx
				Title:		Authorized Signatory
				BANK OF THE WEST, as a Lender
				By:		/s/ Xxxxx German
				Name:		Xxxxx German
				Title:		Vice President
				CRÉDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH, as a Lender
				By:
				Name:
				Title:

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT

COLUMBIA BANK, as a Lender
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		SVP

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT