EX-10 2 gbx-ex10_43.htm EX-10.43 EX-10

Exhibit 10.43

March 13, 2023

 

The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200

Lake Oswego, OR 97035

 

Re: Fourth Amended and Restated Credit Agreement (as amended or modified from time to time, the “Credit Agreement”), dated as of September 26, 2018, among The Greenbrier Companies, Inc., an Oregon corporation (the “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”)

 

Ladies and Gentlemen:

 

Reference is hereby made to the Credit Agreement described above. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.

 

The parties hereto hereby agree to amend the Credit Agreement as follows:

 

(i) the “and” at the end of Section 7.04(c) of the Credit Agreement is deleted,

 

(ii) the “.” at the end of Section 7.04(d) of the Credit Agreement is deleted and replaced with “; and”

 

and

 

(iii) a new subsection (e) is added to Section 7.04 of the Credit Agreement to read as follows: “(e) the Borrower and its Subsidiaries may consummate Dispositions permitted by Section 7.05 (other than by reference to Sections 7.05(e) and 7.05(n)).”

 

This letter is a Loan Document. This letter may be in the form of an electronic record (in “.pdf” form or otherwise) and may be executed using electronic signatures, which shall be considered as originals and shall have the same legal effect, validity and enforceability as a paper record. This letter may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same letter.

[Signature pages follow.]

 


 

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

 

Very truly yours,

 

bank of america, n.a.,

as Administrative Agent

 

By: /s Liliana Claar

Name: Liliana Claar

Title: Vice President

 

 

THE GREENBRIER COMPANIES, INC.

FOURTH AMENDMENT


 

LENDERS:

BANK OF AMERICA, N.A.

 

By: /s Michael Snook

Name: Michael Snook

Title: Senior Vice President

 

MUFG UNION BANK, N.A.

 

By: /s Stephen Sloan

Name: Stephen Sloan

Title: Director

 

 

FIFTH THIRD BANK, NATIONAL ASSOCIATION

 

By: /s Carson M. Korn

Name: Carson M. Korn

Title: Officer

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

By: /s Jim Teichman

Name: Jim Teichman

Title: Senior Vice Presiden

 

 

BANK OF THE WEST

 

By: /s Gisel Hillner

Name: Gisel Hillner

Title: Director

 

 

CRÉDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH

 

By: /s Adrienne Molloy

Name: Adrienne Molloy

Title: Managing Director

 

By: /s Andrew McKuin

Name: Andrew McKuin

Title: Managing Director

 

 

THE GREENBRIER COMPANIES, INC.

FOURTH AMENDMENT


 

 

WASHINGTON FEDERAL, N.A.

 

By: /s Jim Kennedy

Name: Jim Kennedy

Title: Vice President/Senior Relationship Manager

 

 

CITIZENS BANK, N.A.

 

By: /s Janet Lee

Name: Janet Lee

Title: Managing Director

 

 

REGIONS BANK

 

By: /s Holli Balzer

Name: Holli Balzer

Title: Director

 

 

HSBC BANK USA, NATIONAL
ASSOCIATION

 

By:

Name:

Title:

 

 

GOLDMAN SACHS LENDING PARTNERS LLC

 

By:

Name:

Title:

 

 

COLUMBIA STATE BANK

 

By: /s Matt Hrdlicka

Name: Matt Hrdlicka

Title: Vice President

 

 

CATHAY BANK

 

By: /s James Campbell

Name: James Campbell

Title: First Vice President

 

 

THE GREENBRIER COMPANIES, INC.

FOURTH AMENDMENT


 

 

HSBC BANK USA, NATIONAL
ASSOCIATION

 

By: /s Mike Mitchell

Name: Mike Mitchell

Title: Vice President

 

 

 

 

THE GREENBRIER COMPANIES, INC.

FOURTH AMENDMENT


 

 

GOLDMAN SACHS LENDING PARTNERS LLC

 

By: /s Keshia Leday

Name: Keshia Leday

Title: Authorized Signatory

 

 

 

 

THE GREENBRIER COMPANIES, INC.

FOURTH AMENDMENT


 

Accepted and Agreed to:

 

BORROWER: THE GREENBRIER COMPANIES, INC.,

 

 

By: /s Justin M. Roberts

Name: Justin M. Roberts

Title: Vice President, Corporate Finance and Treasurer

 

GUARANTORS: ARI COMPONENT VENTURE LLC
GREENBRIER-CONCARRIL, LLC

GREENBRIER LEASING COMPANY LLC

GREENBRIER RAILCAR LEASING, INC.

GUNDERSON LLC

GUNDERSON MARINE LLC

GUNDERSON RAIL SERVICES LLC

GREENBRIER CENTRAL, LLC

MERIDIAN RAIL ACQUISITION CORP.

MERIDIAN RAIL HOLDINGS CORP.

SOUTHWEST STEEL CASTING COMPANY, LLC

SOUTHWEST STEEL PROPERTY LLC

 

 

By: /s Justin M. Roberts

Name: Justin M. Roberts

Title: Vice President and Treasurer

 

GREENBRIER MANAGEMENT SERVICES, LLC

 

By: GREENBRIER LEASING COMPANY LLC

Its: Sole Member

 

 

By: /s Justin M. Roberts

Name: Justin M. Roberts

Title: Vice President and Treasurer

 

GUNDERSON SPECIALTY PRODUCTS, LLC

 

By: GUNDERSON LLC

Its: Sole Member

 

 

By: /s Justin M Roberts

Name: Justin M. Roberts

Title: Vice President and Treasurer

THE GREENBRIER COMPANIES, INC.

FOURTH AMENDMENT