Greenbrier Companies Inc Sample Contracts

RECITALS
Employment Agreement • April 13th, 2006 • Greenbrier Companies Inc • Railroad equipment • Oregon
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and
Registration Rights Agreement • May 13th, 2005 • Greenbrier Companies Inc • Railroad equipment • New York
among
Credit Agreement • July 6th, 2005 • Greenbrier Companies Inc • Railroad equipment • Oregon
THE GREENBRIER COMPANIES, INC. (an Oregon corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting 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 10.1 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").

THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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).

RECITALS
Employment Agreement • April 20th, 2005 • Greenbrier Companies Inc • Railroad equipment • Oregon
Published CUSIP Number __________ AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 7, 2006
Credit Agreement • November 13th, 2006 • Greenbrier Companies Inc • Railroad equipment • Oregon
RECITALS
Employment Agreement • November 29th, 2000 • Greenbrier Companies Inc • Railroad equipment • Oregon
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT DATED MAY 22, 2006
Registration Rights Agreement • May 25th, 2006 • Greenbrier Companies Inc • Railroad equipment • New York
AS ISSUER
Greenbrier Companies Inc • May 25th, 2006 • Railroad equipment • New York
AMONG
Registration Rights Agreement • December 1st, 2005 • Greenbrier Companies Inc • Railroad equipment • New York
THE GREENBRIER COMPANIES, INC. (an Oregon corporation) 4,000,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase 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

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 4.1 STOCKHOLDER RIGHTS AGREEMENT THE GREENBRIER COMPANIES, INC.
Rights Agreement • September 16th, 2004 • Greenbrier Companies Inc • Railroad equipment • Delaware
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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.

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.

CREDIT AGREEMENT Dated as of March 20, 2014 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 INCORPORATED, as Sole Lead...
Credit Agreement • March 26th, 2014 • Greenbrier Companies Inc • Railroad equipment • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of March 20, 2014, 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.

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Guarantor/Non Guarantor
Greenbrier Companies Inc • July 27th, 2005 • Railroad equipment

On May 11, 2005, $175 million of Senior Notes due 2015 were issued by The Greenbrier Companies (Parent). The Senior Notes are fully and unconditionally and jointly and severally guaranteed by certain of Greenbrier’s wholly owned subsidiaries: Autostack Corporation, Greenbrier-Concarril, LLC, Greenbrier Leasing Corporation, Greenbrier Leasing Limited Partner, LLC, Greenbrier Management Services, LLC, Greenbrier Leasing, L.P., Greenbrier Railcar, Inc., Gunderson, Inc., Gunderson Marine, Inc., Gunderson Rail Services, Inc., and Gunderson Specialty Products, LLC. No other subsidiaries guarantee the Senior Notes.

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”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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).

May 5, 2005
Letter Agreement • May 11th, 2005 • Greenbrier Companies Inc • Railroad equipment • New York
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 2018
Indenture • 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”).

AMENDMENT NO. 2 TO WAREHOUSE LOAN AGREEMENT
Warehouse Loan Agreement • October 31st, 2022 • Greenbrier Companies Inc • Railroad equipment • New York

THIS AMENDMENT NO. 2 TO THE WAREHOUSE LOAN AGREEMENT, dated as of August 26, 2022 (this “Amendment”), is entered into by and among GBXL I, LLC, as borrower (in such capacity, the “Borrower”), Bank of America, N.A., as a Lender (as defined in the Loan Agreement, which is defined below) (“Bank of America”) and as agent (in such capacity, the “Agent”) and Credit Agricole Corporate and Investment Bank, as a Lender (“CA-CIB”). Capitalized terms used but not defined herein have the meanings provided in the Loan Agreement.

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 2024
Greenbrier Companies Inc • February 6th, 2017 • 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”).

EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Stock Incentive Plan • 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 AGREEMENT
Change 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 2028
Indenture • 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”).

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