8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 18, 2010

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

Oregon
(State of Incorporation) 93-0816972
(I.R.S. Employer Identification No.)

One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035
(Address of principal executive offices) (Zip Code)

(503) 684-7000
(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

     On August 18, 2010, Greenbrier Leasing Company LLC (“GLC”), a subsidiary of The Greenbrier Companies, Inc. (the “Company”) and WLR-Greenbrier Rail Inc. (“WLR Inc.”) entered into an amendment (“Amendment”) of the Syndication Agreement dated April 29, 2010 (“Syndication Agreement”).

     Under the Syndication Agreement GLC was appointed as the exclusive agent for the purpose of seeking investors to purchase an interest in a portion of WLR Inc.’s interest in, or newly issued equity interests of, WLR Inc.’s subsidiary, WL Ross-Greenbrier Rail Holdings I LLC (“Holdings”), the parent corporation of WL Ross-Greenbrier Rail I LLC (“Rail I”). Pursuant to the Amendment, GLC paid Holdings a $130,000 fee to delete certain obligations of GLC that would require registration as a broker dealer under the federal and state securities laws and agreed to pay Holdings reasonable out-of-pocket fees and expenses incurred in connection with the Amendment. GLC will continue to provide certain specialized services to WLR Inc. under the Syndication Agreement, for which WLR Inc. will be compensating GLC upon the terms set forth in the Syndication Agreement.

     In connection with certain services originally contemplated by the Syndication Agreement, Holdings is entering into an engagement letter dated August 18, 2010 (the “Engagement Letter”) with GSF Capital Markets, LLC (the “Beneficiary”), and the Beneficiary is simultaneously entering into a Registered Representative Agreement with an employee of GLC in connection therewith (the “Registered Representative Agreement” and, together with the Engagement Letter, the “Agreements”). Under the Engagement Letter, the Beneficiary will act as placement agent with respect to the sale of membership interests in Holdings. Pursuant to the Amendment, GLC has agreed to indemnify Holdings to the extent Holdings is required to indemnify the Beneficiary under the Engagement Letter. The Beneficiary has made it a condition of the Agreements that the Company also provide a guarantee of the obligations of Holdings pursuant to the Engagement Letter, and on August 18, 2010, the Company entered into a Guaranty (“Guaranty”) for the benefit of the Beneficiary.

     Under the Guaranty, the Company guarantees to the Beneficiary the due and punctual performance of all of the obligations of Holdings arising under or pursuant to the Agreements, including payment and indemnity. The Company is contingently liable under the Guaranty and could become directly liable for payment and performance under the Engagement Letter if Holdings defaults on its obligations thereunder. The exact dollar value of the above transactions cannot readily be determined as it is based on a number of variables that have not yet occurred or cannot yet be measured and depends, in part, upon the amount of funds raised by Holdings from a new investor or investors, as contemplated by the Agreements. The maximum potential amount of future payments that the Company could be required to make under the Guaranty is unable to be determined at this time. The Company’s liability, if any, under the Guaranty could exceed the ultimate purchase price of the sale of membership interests in Holdings eventually sold. The Company believes the likelihood of the Company being required to make payments pursuant to the Guaranty is remote. For accounting purposes, the Company will be required to establish a fair value on the Guaranty and the Company currently believes the fair value of the Guaranty is immaterial. The Guaranty is accounted for as an “off balance sheet arrangement.”

     The transactions described herein are considered related party transactions. WLR IV Parallel ESC, L.P. (“Parallel Fund”) and WLR Recovery Fund IV, L.P. (“Fund IV”) are shareholders of WLR Inc., which is the sole member of Holdings. Wilbur L. Ross, Jr., a member of the Board of Directors of the Company, is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC, the general partner of Fund IV. Mr. Ross is the Chief Executive Officer of Invesco Private Capital, Inc., the managing member of Invesco WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. Mr. Ross and Wendy Teramoto, a member of the Company’s Board of Directors, are executive officers of WL Ross & Co. LLC and other of its affiliates, including WLR Inc., Rail I and Holdings. On June 10, 2009, WL Ross & Co. LLC and other of its affiliates extended a secured term loan to the Company in an amount equal to $75 million, which is due on June 10, 2012.

     The Company believes the financial terms of the above transactions are on fair and reasonable terms that are no less favorable to the Company and GLC, as applicable, than those which could be obtained at the time of the transactions in an arm’s-length transaction with a person that is not an affiliate of the Company.

     The foregoing descriptions of the agreements above are not complete and are qualified in their entirety by reference to the text of the agreements attached as Exhibits 10.1 and 10.2 to this Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1	Amendment to Syndication Agreement between Greenbrier Leasing Company LLC and WLR-Greenbrier Rail Inc., dated as of August 18, 2010
10.2	Guaranty of The Greenbrier Companies, Inc., dated as of August 18, 2010

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date: August 20, 2010	By:	/s/ Mark J. Rittenbaum
		Mark J. Rittenbaum
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

10.1	Amendment to Syndication Agreement between Greenbrier Leasing Company LLC and WLR-Greenbrier Rail Inc. dated as of August 18, 2010
10.2	Guaranty of The Greenbrier Companies, Inc. dated as of August 18, 2010

EX-10.1

Exhibit 10.1

AMENDMENT TO SYNDICATION AGREEMENT

     THIS AMENDMENT TO SYNDICATION AGREEMENT (this “Amendment”) is made August 18, 2010 by and between each of Greenbrier Leasing Company LLC, an Oregon limited liability company (“GLC”) and WLR-Greenbrier Rail Inc., a Delaware corporation (“WL Ross”).

RECITALS

     A. Reference is made to that certain Syndication Agreement dated as of April 29, 2010 by and between GLC and WL Ross (the “Syndication Agreement”), providing for, among other things, GLC acting as exclusive agent to WL Ross in connection with the sale of an interest in the membership interests in WL Ross-Greenbrier Rail Holdings I LLC (“Holdings”), or the issuance of new membership interests in Holdings, to one or more entities (collectively, the “Transaction”).

     B. GLC and WLR wish to amend the terms of the Syndication Agreement to remove any obligation of GLC that would require registration as a broker dealer under the federal and state securities laws in connection with the Transaction. GLC will continue to provide specialized services which do not require registration as a broker dealer to WL Ross under the Syndication Agreement that will be used by WLR in furtherance of the Transaction, for which WL Ross will be compensating GLC upon the terms set forth in the Syndication Agreement.

     C. WL Ross is willing to permit such amendment in exchange for payment of $130,000 from GLC.

     D. In connection with such amendment, GSF and WL Ross’s wholly-owned subsidiary, Holdings, will be entering into a separate broker agreement with GSF governing the terms and conditions of services to be provided by GSF to WL Ross and Holdings (the “Broker Agreement”) and an agreement with respect to services to be provided in connection therewith by Brian Conn, an employee of GLC (or its affiliates) (the “Registered Representative Agreement”).

     E. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Syndication Agreement.

     NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreement hereinafter set forth, GLC and WL Ross agree as follows:

AGREEMENT

     1. On and as of the date hereof, the parties agree that the provisions of the Syndication Agreement that may require GLC to register as a broker dealer under the federal and state securities laws are hereby deleted, including but not limited to, Sections 2(c), (d), (g), (h) and (i) of the Syndication Agreement.

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     2. Upon execution of this Agreement, GLC shall pay WL Ross $130,000, plus WL Ross’s reasonable out-of-pocket fees and expenses incurred in connection with this Amendment.

     3. Pursuant to Section 11 of the Syndication Agreement, WL Ross hereby consents to the amendment hereunder, releases GLC from the obligations deleted hereunder and agrees that effective as of the date hereof, Section 7 of the Syndication Agreement no longer applies.

     4. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to choice of law or conflict of law rules or principles.

     5. Upon the request of the other party, each party to this Amendment shall at any time and from time to time execute, acknowledge, and deliver all such further acts, assignments, and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions consummated by this Amendment.

     6. GLC has reviewed the Broker Agreement and the Registered Representative Agreement and agrees to indemnify Holdings to the extent Holdings is required to indemnify GSF in connection with the Transactions under Section 3 of the Broker Agreement.

IN WITNESS WHEREOF, GLC and WL Ross have caused this Amendment to be signed by its duly authorized officers as of the date first above written.

GLC: GREENBRIER LEASING COMPANY LLC
By:	/s/ Mark Rittenbaum
	Name:	Mark Rittenbaum
	Title:	Executive Vice President
WL ROSS: WLR-GREENBRIER RAIL INC.
By:	/s/ Wendy Teramoto
	Name:	Wendy Teramoto
	Title:	Vice President

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EX-10.2

Exhibit 10.2

Guaranty

     This Guaranty (this “Guaranty”) dated as of August 18, 2010, by The Greenbrier Companies, Inc., an Oregon corporation (the “Guarantor”) is for the benefit of the Beneficiary (as defined below).

     Whereas, Guarantor’s wholly owned subsidiary, Greenbrier Leasing Company LLC (“GLC”) is party to a Syndication Agreement dated as of April 29, 2010 by and between GLC and WLR-Greenbrier Rail Inc. (the “Syndication Agreement”) whereby GLC is acting as an industry expert to WL Ross-Greenbrier Rail Holdings I LLC (“Holdings”) in connection with a sale of membership interests (the “Transaction”) in Holdings; and

     Whereas, in connection with the Transaction, Holdings is entering into an engagement letter dated August 18, 2010 (the “Engagement Letter”) with GSF Capital Markets, LLC (the “Beneficiary”), under which beneficiary will act as placement agent for Holdings, and the Beneficiary is simultaneously entering into a Registered Representative Agreement with Brian Conn in connection therewith (the “Registered Representative Agreement”);

     Whereas, the Guarantor indirectly benefits from Beneficiary’s entry into the Engagement Letter with Holdings and the Registered Representative Agreement (together the Engagement Letter and the Registered Representative Agreement are referred to herein as the “Agreements”); and

     Whereas, the Beneficiary has made it a condition to entering into the Agreements that the Guarantor provide this Guaranty.

     Now, Therefore, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees with the Beneficiary as follows:

Article I

Defined Terms

     Section 1.01. Definitions. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreements.

Article II

Representations of the Guarantor

     Section 2.01. Representations and Warranties. The Guarantor represents and warrants that the Guarantor is an Oregon corporation duly incorporated and validly existing in good standing under the laws of the State of Oregon. The execution, delivery and performance of this

Guaranty are within the Guarantor’s powers and, upon approval by Guarantor’s Board of Directors, will have been duly authorized by all requisite corporate action on Guarantor’s part and will be enforceable against the Guarantor in accordance with its terms. Guarantor covenants and agrees to use its best efforts to obtain approval and ratification of this Guaranty by its Board of Directors by November 15, 2010; provided, however, if such approval and ratification is not obtained by such time, Beneficiary may, as its sole and exclusive remedy under this Guaranty and all agreements related thereto, terminate, without further obligation or liability, the Engagement Letter and the Registered Representative Agreement and be entitled to its full fixed fee compensation under the Engagement Letter, other than the Success Fee (as defined therein) unless such Success Fee is otherwise payable prior to termination.

Article III

Guaranty

     Section 3.01. Guaranty of the Obligations. The Guarantor hereby unconditionally and irrevocably guarantees to the Beneficiary, as primary obligor and not merely as surety, the due and punctual performance of all of the indebtedness, liabilities and obligations of Holdings to Beneficiary, whether absolute or contingent, due or to become due, now existing or hereafter arising, under or pursuant to the Agreements and any other document, instrument or agreement now or hereafter entered into in connection therewith (the “Obligations”). Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to performance of all obligations which constitute part of the Obligations and would be owed by Holdings under the Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving Holdings.

     Section 3.02. Guaranty Absolute. The liability of Guarantor hereunder is direct, unconditional and continuing until terminated in accordance herewith. It is a guaranty of payment and performance and not of collection only, and may be enforced without requiring Beneficiary to resort to any other person or entity (including, without limitation, Holdings), right, remedy or collateral. If for any reason any Obligation shall not be paid promptly when due, Guarantor will forthwith pay such Obligation to Beneficiary, without regard to any counterclaim, set-off, deduction or defense of any kind which Holdings or Guarantor may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantor guarantees that the Obligations will be performed in accordance with the terms of the Agreements, regardless of any law, regulation or order now or hereafter in effect affecting any of such terms or the rights of the Beneficiary, the Guarantor, or Holdings with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Holdings or whether Holdings is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be absolute and unconditional irrespective of:

     (i) any change in the time, manner or place of performance of all or any of the Obligations;

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     (ii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations;

     (iii) any change, restructuring or termination of the corporate structure or existence of Holdings or the Guarantor, or any bankruptcy, insolvency, reorganization or other similar proceedings affecting Holdings, or the assets of Holdings;

     (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Holdings or a guarantor thereof, including the Guarantor;

     (v) any extension, indulgence or renewal with respect to any obligation of Holdings under the Agreements;

     (vi) any modification of, or amendment or supplement to, any of the Agreements;

     (vii) any furnishing or acceptance of additional security or any release of any security; or

     (viii) any waiver, compromise, consent or other action or inaction, or any exercise or non-exercise of any right, remedy or power with respect to Holdings.

     Section 3.03. Indemnity. Guarantor agrees to indemnify and hold harmless Beneficiary against all obligations, demands and liabilities, by whomever asserted, and against all losses in any way suffered, incurred or paid by Beneficiary, as a result of or arising out of a default under any Obligation.

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     Section 3.04. Waiver. To the fullest extent permitted by law, the Guarantor waives the following: notice of incurring of indebtedness and obligations by Holdings; acceptance of this Guaranty by Beneficiary; presentment and demand for payment; protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing the Obligations and any other notice; any right to require suit against Holdings or any other party before enforcing this Guaranty; all defenses which might constitute a legal or equitable discharge of a surety or guarantor; and all other notices and demands otherwise required by law which the Guarantor may lawfully waive. The obligation of Guarantor hereunder shall be effective irrespective of the enforceability of the Obligations or any instrument or document relating thereto, and irrespective of any present or future law or order of any government or of any agency thereof purporting to reduce, amend or otherwise affect any Obligation or vary the terms of payment thereof, and irrespective of any other circumstance that might affect the liability or constitute a discharge or defense of a surety or guarantor, all of which are hereby waived to the fullest extent permitted by law.

The obligations of the Guarantor hereunder are absolute, present and continuing obligations which are not conditional upon the institution of suit against or the exercise of any remedies against Holdings, or any attempt to foreclose or realize upon any security for obligations of Holdings or the taking of any other action with respect to Holdings.

     Section 3.05. No Waiver; Remedies. No failure on the part of the Beneficiary to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Article IV

Jurisdiction

     Section 4.01. Consent to Jurisdiction. The Guarantor hereby irrevocably submits to the jurisdiction of and venue in, federal and/or state courts located in the State of New York for any action or proceeding arising out of or relating to this Guaranty, and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court.

Article v

Amendments

     Section 5.01. Amendments, Etc. No amendment or waiver of any provision of this Guaranty, and no consent to any departure by the Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Beneficiary, and then such waiver

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or consent shall be effective only in the specific instance and for the specific purpose for which given.

Article VI

Notices

     Section 6.01. Addresses for Notices. All notices required or permitted by the terms hereof shall be in writing. Any written notice shall become effective when actually received or, if earlier and regardless of whether actually received or not, three days after deposit in the United States mail, registered or certified mail, postage prepaid, return receipt requested, or by facsimile, addressed to the party to whom notice is sent. Any written notice to the Beneficiary shall be directed to the Beneficiary at the address set forth in the Agreements, or to such other address or facsimile number as the Beneficiary may designate by written notice given to the Guarantor. Any written notice to the Guarantor shall be directed to the Guarantor at its address at One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035, Attn: General Counsel, or to such other address or facsimile number as the Guarantor may designate by written notice given to the Beneficiary.

Article VII

Miscellaneous

          Section 7.01. Miscellaneous. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the earlier of (a) satisfaction in full of the Obligations and (b) the date upon which there are no longer in force any agreements between them which can give rise to an Obligation, and (ii) be binding upon the Guarantor, its successors and assigns, and (iii) inure to the benefit of, and be enforceable by, the Beneficiary and its successors, assignees and assigns. Without limiting the generality of the foregoing clause (iii), upon the Beneficiary’s assignment or other transfer of all or any portion of its rights and obligations under the Agreement in accordance therewith to any other person or entity, such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to the Beneficiary herein or otherwise. The Guarantor agrees to pay all costs and expenses (including reasonable legal fees and expenses) incurred by or on behalf of the Beneficiary in connection with the enforcement of the Obligations and the Guarantor’s obligations under this Guaranty. To the fullest extent permitted by law, any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions and without affecting the validity or enforceability of such provision in any other jurisdiction. Guarantor hereby further agrees with Beneficiary, its successors and assigns, as follows: Guarantor will pay any Obligation owed hereunder without regard to any counterclaim, set-off or deduction of any kind which Guarantor may have against Beneficiary; and any and all present and future debts and obligations of Holdings to Guarantor are hereby subordinated to the full payment and performance of all Obligations to Beneficiary.

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     This Guaranty shall be governed by, and construed in accordance with, the laws of the State of NEW YORK, without regard to conflict of law principles.

[Remainder of Page Intentionally Left Blank]

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     The undersigned has caused this Guaranty to be executed as of the date first set forth above.

The Greenbrier Companies, Inc.
By:	/s/ Mark Rittenbaum
	Name:	Mark Rittenbaum
	Title:	Executive Vice President

/s/ Martin R. Baker  

Signature of Witness 

Martin R. Baker  

Printed name of Witness 

One Centerpointe Dr., Ste 200
Lake Oswego, OR 97035

Address of Witness

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