Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - GREENBRIER COMPANIES INC | v56724e8vk.htm |
| EX-10.2 - EX-10.2 - GREENBRIER COMPANIES INC | v56724exv10w2.htm |
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.
1
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 | |||
2