SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.2
Execution Version
SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 5, 2026 (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 (in such capacity, the “Administrative Agent”) and an L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrower, the Lenders party thereto and Bank of America, N.A., as Administrative Agent are parties to that certain Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended by that certain (i) First Amendment to Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of June 3, 2019, (ii) Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 27, 2021, (iii) Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 29, 2022, (iv) Fourth Amendment Letter Agreement, dated as of March 13, 2023, (v) CDOR Transition Amendment, dated as of June 20, 2024, and (vi) Fifth Amendment to Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of May 21, 2025, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”); and
WHEREAS, the parties hereto have agreed to amend the Existing Credit Agreement and certain other Loan Documents as provided herein (the Existing Credit Agreement, as so amended by this Amendment, the “Credit Agreement”).
NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
“Term SOFR” means:
(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided, that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and
(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided, that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto;
provided, that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.
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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.,
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President, Chief Legal & Compliance Officer and Corporate Secretary
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GUARANTORS: |
GREENBRIER-CONCARRIL, LLC
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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GREENBRIER LEASING COMPANY LLC
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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GREENBRIER MANAGEMENT SERVICES, LLC
By: GREENBRIER LEASING COMPANY LLC Its: Sole Member
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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GREENBRIER RAILCAR LEASING, INC.
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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▇▇▇▇▇▇▇▇▇ LLC
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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▇▇▇▇▇▇▇▇▇ RAIL SERVICES LLC
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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▇▇▇▇▇▇▇▇▇ SPECIALTY PRODUCTS, LLC
By: ▇▇▇▇▇▇▇▇▇ LLC Its: Sole Member
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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GREENBRIER CENTRAL, LLC
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
MERIDIAN RAIL ACQUISITION CORP.
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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MERIDIAN RAIL HOLDINGS CORP.
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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ARI Component Venture LLC
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President |
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CASTINGS LLC
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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GREENBRIER TANK COMPONENTS, LLC
By: /s ▇▇▇▇▇▇▇▇▇ ▇. Lucky Name: ▇▇▇▇▇▇▇▇▇ ▇. Lucky Title: Senior Vice President
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ADMINISTRATIVE AGENT: |
BANK OF AMERICA, N.A.,
By: /s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President
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LENDERS |
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By: /s ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President
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BMO BANK N.A., as a Lender
By: /s ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President
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FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
By: /s ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President
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▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: /s ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Director
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CREDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH, as a Lender
By: /s ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director
By: /s ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: First Vice President
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WaFd Bank, as a Lender
By: /s ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: AVP, Relationship Manager
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CITIZENS BANK, N.A., as a Lender
By: /s ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: SVP
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REGIONS BANK, as a Lender
By: /s ▇▇▇▇▇ Query Name: ▇▇▇▇▇ Query Title: Managing Director
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▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC, as a Lender
By: /s ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory
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THE HUNTINGTON NATIONAL BANK, as a Lender
By: /s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President
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COLUMBIA BANK (fka UMPQUA BANK), as a Lender
By: /s ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President
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PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Assistant Vice President
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