September 26, 2008 The Greenbrier Companies, Inc. One Centerpointe Drive, Suite 200 Lake Oswego, OR 97035Greenbrier Companies Inc • June 12th, 2009 • Railroad equipment • Oregon
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.
CREDIT AGREEMENT Dated as of June 10, 2009 among THE GREENBRIER COMPANIES, INC., as the Borrower, WL ROSS & CO. LLC, as Administrative Agent, and The Other Parties HeretoCredit Agreement • June 12th, 2009 • Greenbrier Companies Inc • Railroad equipment • New York
This Credit Agreement (“Agreement”) is entered into as of June 10, 2009, among The Greenbrier Companies, Inc., an Oregon corporation (the “Borrower”), WLR Recovery Fund IV, L.P. a Delaware limited partnership (“Recovery Fund”), and WLR IV Parallel ESC, L.P., a Delaware limited partnership (“Parallel Fund” and, together with WLR Recovery Fund and their respective successors and permitted assigns, “WLR”), the other Holders from time to time party hereto, and WL Ross & Co. LLC, as Administrative Agent.
INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT AMONG THE GREENBRIER COMPANIES, INC., WLR RECOVERY FUND IV, L.P., WLR IV PARALLEL ESC, L.P., WL ROSS & CO. LLC (solely with respect to Section 4.8 and 7.3 through 7.12) AND THE OTHER HOLDERS FROM TIME TO TIME...Rights and Restrictions Agreement • June 12th, 2009 • Greenbrier Companies Inc • Railroad equipment • New York
THIS INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT (this “Agreement”) is entered as of June 10, 2009, among The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and WLR Recovery Fund IV, L.P., a Delaware limited partnership (“WLR-IV”), WLR IV Parallel ESC, L.P., a Delaware limited partnership (“Parallel Employee Fund”), WL Ross & Co. LLC, a Delaware limited liability company (which shall be a party hereto solely for purposes of Sections 4.8 and 7.3 through 7.12) (“WLRCo.”), and each of the other Holders (as defined below) from time to time party hereto.
WARRANT AGREEMENT AMONG THE GREENBRIER COMPANIES, INC., WLR RECOVERY FUND IV, L.P., WLR IV PARALLEL ESC, L.P. AND THE OTHER HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of June 10, 2009Warrant Agreement • June 12th, 2009 • Greenbrier Companies Inc • Railroad equipment • New York
This Warrant Agreement (the “Agreement”) is entered into as of June 10, 2009, among The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), WLR Recovery Fund IV, L.P., a Delaware limited partnership (“WLR-IV”), WLR IV Parallel ESC, L.P., a Delaware limited partnership (“Parallel Employee Fund”), and each of the other Holders (as defined below) from time to time party hereto.
AMENDMENT NO. 3 TO THE STOCKHOLDER RIGHTS AGREEMENTThe Stockholder Rights Agreement • June 12th, 2009 • Greenbrier Companies Inc • Railroad equipment
The Stockholder Rights Agreement , made and entered into as of July 13, 2004, by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and Computershare Trust Co., N.A. (formerly EquiServe Trust Company, N.A.), a national banking association, organized and existing under the laws of the United States (the “Rights Agent”), as amended by Amendment No. 1 to Rights Agreement, dated as of November 9, 2004, and Amendment No. 2, dated as of February 5, 2005 (collectively, the “Agreement”), is hereby amended by this Amendment No. 3 to the Stockholder Rights Agreement, dated as of June 10, 2009 (the “Amendment”). Capitalized terms not otherwise defined herein shall have the meanings assigned to those terms as set forth in the Agreement.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 12th, 2009 • Greenbrier Companies Inc • Railroad equipment • Oregon
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 10, 2009 (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.
