CREDIT AGREEMENT

Loan Agreement

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This Loan Agreement involves

THE GREENBRIER COMPANIES, INC. | TRENTONWORKS LIMITED | BANK OF AMERICA, N.A. | BANC OF AMERICA SECURITIES LLC

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Title: CREDIT AGREEMENT
Governing Law: Oregon Date: 7/6/2005
Industry: Railroads Sector: Transportation

CREDIT AGREEMENT, Parties: the greenbrier companies inc. , trentonworks limited , bank of america n.a. , banc of america securities llc

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Exhibit 10.1

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Published CUSIP Numbers: Deal - 39365LAA8

U.S. Rev - 39365LAB6

Canadian Rev - 39365LAC4

CREDIT AGREEMENT

Dated as of June 29, 2005

among

THE GREENBRIER COMPANIES, INC., A DELAWARE CORPORATION

as the U.S. Borrower,

and

TRENTONWORKS LIMITED

as the Canadian Borrower

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,

BANC OF AMERICA SECURITIES LLC,

Sole Lead Arranger and Sole Book Manager,

BANK OF AMERICA, NATIONAL ASSOCIATION,

acting through its Canada branch

as the Canadian Lender

and

The Other Lenders Party Hereto

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TABLE OF CONTENTS

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Section Page

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ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS............................... 1

1.01 Defined Terms.............................................. 1

1.02 Other Interpretive Provisions.............................. 27

1.03 Accounting Terms........................................... 27

1.04 Exchange Rates; Currency Equivalents....................... 28

1.05 Additional Alternative Currencies.......................... 29

1.06 Change of Currency......................................... 29

1.07 Times of Day............................................... 30

1.08 Letter of Credit Amounts................................... 30

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS......................... 30

2.01 Revolving Credit Facilities and Committed Loans............ 30

2.02 Borrowings, Conversions and Continuations of Committed

Loans...................................................... 31

2.03 Letters of Credit.......................................... 34

2.04 Swing Line Loans........................................... 43

2.05 Security................................................... 46

2.06 Prepayments................................................ 46

2.07 Termination or Reduction of Commitments.................... 47

2.08 Repayment of Loans......................................... 48

2.09 Interest................................................... 48

2.10 Fees....................................................... 49

2.11 Computation of Interest and Fees........................... 50

2.12 Evidence of Debt........................................... 50

2.13 Payments Generally; Administrative Agent's Clawback........ 51

2.14 Sharing of Payments by Lenders............................. 53

2.15 Increase in Commitments.................................... 54

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY....................... 55

3.01 Taxes...................................................... 55

3.02 Illegality................................................. 57

3.03 Inability to Determine Rates............................... 58

3.04 Increased Costs............................................ 58

3.05 Compensation for Losses.................................... 60

3.06 Mitigation Obligations; Replacement of Lenders............. 61

3.07 Survival................................................... 61

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..................... 61

4.01 Conditions of Initial Credit Extension..................... 61

4.02 Conditions to all Credit Extensions........................ 64

ARTICLE V. REPRESENTATIONS AND WARRANTIES................................. 64

5.01 Existence, Qualification and Power; Compliance with Laws... 65

5.02 Authorization; No Contravention............................ 65

5.03 Governmental Authorization; Other Consents................. 65

5.04 Binding Effect............................................. 65

5.05 Financial Statements; No Material Adverse Effect; No

Internal Control Event..................................... 65

5.06 Litigation................................................. 66

5.07 No Default................................................. 66

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TABLE OF CONTENTS (CONTINUED)

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5.08 Ownership of Property; Liens............................... 66

5.09 Environmental Compliance................................... 66

5.10 Insurance.................................................. 67

5.11 Taxes...................................................... 67

5.12 ERISA Compliance........................................... 67

5.13 Subsidiaries; Equity Interests............................. 68

5.14 Margin Regulations; Investment Company Act; Public

Utility Holding Company Act................................ 68

5.15 Disclosure................................................. 68

5.16 Compliance with Laws....................................... 68

5.17 Intellectual Property; Licenses, Etc....................... 69

5.18 Representations as to Foreign Obligors..................... 69

ARTICLE VI. AFFIRMATIVE COVENANTS......................................... 70

6.01 Financial Statements....................................... 70

6.02 Certificates; Other Information............................ 71

6.03 Notices.................................................... 73

6.04 Payment of Obligations..................................... 73

6.05 Preservation of Existence, Etc. With respect to

Subsidiaries, other than Immaterial Subsidiaries,.......... 74

6.06 Maintenance of Properties.................................. 74

6.07 Maintenance of Insurance................................... 74

6.08 Compliance with Laws....................................... 74

6.09 Books and Records.......................................... 74

6.10 Inspection Rights.......................................... 74

6.11 Use of Proceeds............................................ 75

6.12 Approvals and Authorizations............................... 75

6.13 Additional Subsidiary Guarantors........................... 75

ARTICLE VII. NEGATIVE COVENANTS........................................... 75

7.01 Liens...................................................... 75

7.02 Investments................................................ 76

7.03 Indebtedness............................................... 77

7.04 Fundamental Changes........................................ 78

7.05 Dispositions............................................... 78

7.06 Restricted Payments........................................ 79

7.07 Change in Nature of Business............................... 80

7.08 Transactions with Affiliates............................... 80

7.09 Burdensome Agreements...................................... 80

7.10 Use of Proceeds............................................ 80

7.11 Financial Covenants........................................ 80

7.12 Capital Expenditures....................................... 81

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES.............................. 81

8.01 Events of Default.......................................... 81

8.02 Remedies Upon Event of Default............................. 83

8.03 Application of Funds....................................... 83

ARTICLE IX. ADMINISTRATIVE AGENT.......................................... 84

9.01 Appointment and Authority.................................. 84

9.02 Rights as a Lender......................................... 85

9.03 Exculpatory Provisions..................................... 85

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TABLE OF CONTENTS (CONTINUED)

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Section Page

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9.04 Reliance by Administrative Agent........................... 86

9.05 Delegation of Duties....................................... 86

9.06 Resignation of Administrative Agent........................ 86

9.07 Non-Reliance on Administrative Agent and Other Lenders..... 87

9.08 No Other Duties, Etc....................................... 87

9.09 Administrative Agent May File Proofs of Claim.............. 88

9.10 Collateral and Guaranty Matters............................ 88

ARTICLE X. MISCELLANEOUS.................................................. 89

10.01 Amendments, Etc............................................ 89

10.02 Notices; Effectiveness; Electronic Communication........... 90

10.03 No Waiver; Cumulative Remedies............................. 92

10.04 Expenses; Indemnity; Damage Waiver......................... 92

10.05 Payments Set Aside......................................... 94

10.06 Successors and Assigns..................................... 94

10.07 Treatment of Certain Information; Confidentiality.......... 98

10.08 Right of Setoff............................................ 99

10.09 Interest Rate Limitation................................... 99

10.10 Counterparts; Integration; Effectiveness................... 99

10.11 Survival of Representations and Warranties................. 100

10.12 Severability............................................... 100

10.13 Replacement of Lenders..................................... 100

10.14 Governing Law; Jurisdiction; Etc........................... 101

10.15 Waiver of Jury Trial....................................... 102

10.16 USA PATRIOT Act Notice..................................... 102

10.17 Time is of the Essence..................................... 102

10.18 Judgment Currency.......................................... 102

10.19 Statutory Notice........................................... 103

SIGNATURES.......................................................... S-1

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iii

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SCHEDULES

1.01 Mandatory Cost Formulae

2.01 Commitments and Applicable Percentages

5.05 Supplement to Interim Financial Statements

5.06 Litigation

5.09 Environmental Matters

5.11 Tax Disclosures

5.13 Subsidiaries and Other Equity Investments

7.01 Existing Liens

7.03 Existing Indebtedness

10.02 Administrative Agent's Office; Certain Addresses for Notices

10.06 Processing and Recordation Fees

11.01 Letters of Credit

EXHIBITS

FORM OF

A Committed Loan Notice

B Swing Line Loan Notice

C Note

D Compliance Certificate

E Assignment and Assumption

F Subsidiary Guaranty

G Opinion Matters

H Borrowing Base Certificate

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CREDIT AGREEMENT

This CREDIT AGREEMENT ("Agreement") is entered into as of June 29, 2005,

among The Greenbrier Companies, Inc., a Delaware corporation (the "Company"),

TrentonWorks Limited, a Nova Scotia company ("TWI," or together with the

Company, the "Borrowers" and, each a "Borrower"), each lender from time to time

a party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK

OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and

BANK OF AMERICA, NATIONAL ASSOCIATION, acting through its Canada branch (a

"Lender" and the "Canadian Lender").

The Company and TWI have requested that the Lenders provide each of them

with a revolving credit facility, and the Lenders are willing to do so on the

terms and conditions set forth herein. The facility extended to the Company

represents a consolidation and restructure of existing credit facilities held by

Subsidiaries of the Company, while the facility extended to TWI represents a

renewal and amendment of an existing facility extended by the Canadian Lender to

TWI.

In consideration of the mutual covenants and agreements herein contained,

the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 DEFINED TERMS. As used in this Agreement, the following terms shall

have the meanings set forth below:

"Account" has the meaning provided in the Uniform Commercial Code in

effect in Oregon as of the Closing Date.

"Administrative Agent" means Bank of America in its capacity as

administrative agent under any of the Loan Documents, or any successor

administrative agent.

"Administrative Agent's Office" means, with respect to any currency, the

Administrative Agent's address and, as appropriate, account as set forth on

Schedule 10.02 with respect to such currency, or such other address or account

with respect to such currency as the Administrative Agent may from time to time

notify to the Company and the Lenders.

"Administrative Questionnaire" means an Administrative Questionnaire in a

form supplied by the Administrative Agent.

"Affiliate" means, with respect to any Person, another Person that

directly, or indirectly through one or more intermediaries, Controls or is

Controlled by or is under common Control with the Person specified.

"Aggregate Commitments" means the Commitments of all the Lenders.

"Agreement" means this Credit Agreement.

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"Alternative Currency" means each of the Euro, the Mexican Peso, the

Canadian Dollar, Sterling, and each other currency (other than Dollars) that is

approved in accordance with Section 1.05.

"Alternative Currency Equivalent" means, at any time, with respect to any

amount denominated in Dollars, or in Canadian Dollars with respect to the

Canadian Revolving Credit Facility, the equivalent amount thereof in the

applicable Alternative Currency as determined by the Administrative Agent or the

L/C Issuer, as the case may be, at such time on the basis of the Spot Rate

(determined in respect of the most recent Revaluation Date) for the purchase of

such Alternative Currency with Dollars, or Canadian Dollars, as the case may be.

"Alternative Currency Sublimit" means an amount equal to the lesser of

$25,000,000 and the amount available under the U.S. Revolver Ceiling. The

Alternative Currency Sublimit is part of, and not in addition to the U.S.

Revolving Credit Facility.

"Applicable Percentage" means with respect to any Lender at any time, the

percentage (carried out to the ninth decimal place) of the Aggregate Commitments

represented by such Lender's Commitment at such time. If the Commitment of each

Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit

Extensions have been terminated pursuant to Section 8.02 or if the Aggregate

Commitments have expired, then the Applicable Percentage of each Lender shall be

determined based on the Applicable Percentage of such Lender most recently in

effect, giving effect to any subsequent assignments. The initial Applicable

Percentage of each Lender is set forth opposite the name of such Lender on

Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender

becomes a party hereto, as applicable. If the Commitments have been terminated

pursuant to Section 8.02, or if the Aggregate Commitments have expired, the

amount outstanding under the Canadian Revolving Credit Facility shall be

converted from Canadian dollars to Dollars as of the date of determination.

Notwithstanding the above, for all matters herein which require a vote of the

Lenders, the Voting Percentage set forth in Schedule 2.01 shall apply rather

than the Applicable Percentage.

"Applicable Rate" means, from time to time, the following percentages per

annum, based upon the Consolidated Capitalization Ratio as set forth below:

APPLICABLE RATE

(IN BASIS POINTS)

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EUROCURRENCY

CONSOLIDATED RATE +

PRICING CAPITALIZATION LETTERS OF BASE RATE

LEVEL RATIO COMMITMENT FEE CREDIT MARGIN

----- ----- -------------- ------ ------

Greater than 30.0 bps 150.0 bps 0.0 bps

1 or equal to

57.5%

2 Greater than 25.0 bps 125.0 bps 0.0 bps

or equal to

47.5% and

less than

57.5%

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3 Greater than 20.0 bps 100.0 bps 0.0 bps

or equal to

37.5% and

less than

47.5%

4 Less than 20.0 bps 87.5 bps 0.0 bps

37.5%

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Any increase or decrease in the Applicable Rate resulting from a change in

the Consolidated Capitalization Ratio shall become effective as of the first

Business Day immediately following the date a Compliance Certificate is

delivered pursuant to Section 6.02(b); provided, however, that if a Compliance

Certificate is not delivered when due in accordance with such Section, then

Pricing Level 1 shall apply as of the first Business Day after the date on which

such Compliance Certificate was required to have been delivered and Pricing

Level 1 shall remain in effect until such time as the Compliance Certificate has

been delivered pursuant to Section 6.02(b). The Applicable Rate in effect from

the Closing Date through delivery of the first Compliance Certificate shall be

determined based upon Pricing Level 1.

"Applicable Time" means, with respect to any borrowings and payments in

any Alternative Currency, the local time in the place of settlement for such

Alternative Currency as may be determined by the Administrative Agent or the L/C

Issuer, as the case may be, to be necessary for timely settlement on the

relevant date in accordance with normal banking procedures in the place of

payment.

"Approved Fund" means any Fund that is administered or managed by (a) a

Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an

entity that administers or manages a Lender.

"Arranger" means Banc of America Securities LLC, in its capacity as sole

lead arranger and sole book manager.

"Assignee Group" means two or more Eligible Assignees that are Affiliates

of one another or two or more Approved Funds managed by the same investment

advisor.

"Assignment and Assumption" means an assignment and assumption entered

into by a Lender and an Eligible Assignee (with the consent of any party whose

consent is required by Section 10.06(b), and accepted by the Administrative

Agent, in substantially the form of Exhibit E or any other form approved by the

Administrative Agent.

"Attorney Costs" means and includes all reasonable fees, expenses and

disbursements of any law firm or other external counsel and, without

duplication, the allocated reasonable cost of internal legal services and all

expenses and disbursements of internal counsel.

"Attributable Indebtedness" means, on any date, (a) in respect of any

capital lease of any Person, the capitalized amount thereof that would appear on

a balance sheet of such Person prepared as of such date in accordance with GAAP,

and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of

the remaining lease payments under the relevant lease that

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would appear on a balance sheet of such Person prepared as of such date in

accordance with GAAP, in each case (a) and (b) if such lease were accounted for

as a capital lease.

"Audited Financial Statements" means the audited consolidated balance

sheet of the Company and its Subsidiaries for the fiscal year ended August 31,

2004, and the related consolidated statements of income or operations,

stockholders' equity and cash flows for such fiscal year of the Company and its

Subsidiaries, including the notes thereto.

"Availability Period" means the period from and including the Closing Date

to the earliest of (a) the Maturity Date, (b) the date of termination of the

Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination

of the Commitment of each Lender to make Loans and of the obligation of the L/C

Issuer to make L/C Credit Extensions pursuant to Section 8.02.

"BBRM" means Babcock and Brown Rail Management LLC, a Delaware limited

liability company.

"Bank of America" means Bank of America, N.A. and its successors.

"Base Rate" means for any day a fluctuating rate per annum equal to the

higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest

in effect for such day as publicly announced from time to time by Bank of

America as its "prime rate." The "prime rate" is a rate set by Bank of America

based upon various factors including Bank of America's costs and desired return,

general economic conditions and other factors, and is used as a reference point

for pricing some loans, which may be priced at, above, or below such announced

rate. Any change in such rate announced by Bank of America shall take effect at

the opening of business on the day specified in the public announcement of such

change.

"Base Rate Committed Loan" means a Committed Loan that is a Base Rate

Loan.

"Base Rate Loan" means a Loan that bears interest based on the Base Rate.

All Base Rate Loans shall be denominated in Dollars.

"Borrower" and "Borrowers" each has the meaning specified in the

introductory paragraph hereto.

"Borrower Materials" has the meaning specified in Section 6.02.

"Borrowing" means a Committed Borrowing, a Swing Line Borrowing, or an

Overdraft, as the context may require.

"Borrowing Base Certificate" means a certificate in a form attached as

Exhibit H or other form reasonably acceptable to the Administrative Agent, which

calculates both the U.S. Borrowing Base and Canadian Borrowing Base as of any

date of determination.

"Business Day" means any day other than a Saturday, Sunday or other day on

which commercial banks are authorized to close under the Laws of, or are in fact

closed in, the state where the Administrative Agent's Office with respect to

Obligations denominated in Dollars is

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located, or the applicable state in Canada with respect to the Canadian

Revolving Credit Facility, and:

(a) if such day relates to any interest rate settings as to a

Eurocurrency Rate Loan denominated in Dollars, any fundings,

disbursements, settlements and payments in Dollars in respect of any such

Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out

pursuant to this Agreement in respect of any such Eurocurrency Rate Loan,

means any such day on which dealings in deposits in Dollars are conducted

by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a

Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,

settlements and payments in Euro in respect of any such Eurocurrency Rate

Loan, or any other dealings in Euro to be carried out pursuant to this

Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET

Day;

Eurocurrency Rate Loan denominated in a currency other than Dollars or

Euro, means any such day on which dealings in deposits in the relevant

currency are conducted by and between banks in the London or other

applicable offshore interbank market for such currency; and

(d) if such day relates to any fundings, disbursements, settlements

and payments in a currency other than Dollars or Euro in respect of a

Eurocurrency Rate Loan denominated in a currency other than Dollars or

Euro, or any other dealings in any currency other than Dollars or Euro to

be carried out pursuant to this Agreement in respect of any such

Eurocurrency Rate Loan (other than any interest rate settings), means any

such day on which banks are open for foreign exchange business in the

principal financial center of the country of such currency.

"Canadian Borrowing Base" means, as of any date of determination, with

respect to both the assets of TWI and any assets of the Company and the

Subsidiary Guarantors which are not required under the U.S. Borrowing Base to

support advances under the U.S. Revolving Credit Facility, the sum of (i) 80% of

the Canadian Dollar amount of Eligible Accounts, (ii) 50% of the Canadian Dollar

amount of Eligible Inventory, and (iii) 50% of the Canadian Dollar amount of

Eligible Property, Plant and Equipment.

"Canadian Dollar" or "CDN$" means lawful money of Canada.

"Canadian Dollar Equivalent" means at any time with regard to a Letter of

Credit issued under the Canadian Revolving Credit Facility, (a) with respect to

any amount denominated in Canadian Dollars, such amount, and (b) with respect to

any amount denominated in any Alternative Currency, the equivalent amount

thereof in Canadian Dollars as determined by the Canadian Lender, at such time

on the basis of the Spot Rate (determined in respect of the most recent

Revaluation Date) for the purchase of Canadian Dollars with such Alternative

Currency.

"Canadian GAAP" means generally accepted accounting principles in Canada

set forth in the opinions and pronouncements of the Canadian Institute of

Chartered Accountants or such other principles as may be approved by a

significant segment of the accounting profession in

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Canada, that are applicable to the circumstances as of the date of

determination, consistently applied.

"Canadian Lender" has the meaning specified in the introductory paragraph

hereto.

"Canadian Letter of Credit Sublimit" means an amount equal to the lesser

of CDN$5,000,000 or the amount available under the Canadian Revolver Ceiling.

The Canadian Letter of Credit Sublimit is part of, and not in addition to, the

Canadian Revolving Credit Facility.

"Canadian Revolving Credit Facility" has the meaning provided in Section

2.01(a)(ii).

"Canadian Revolver Ceiling" means the amount that is the lesser of (a)

CDN$30,000,000; or (b) the amount available under the Canadian Borrowing Base.

"Cash Collateralize" has the meaning specified in Section 2.03(g).

"Change in Law" means the occurrence, after the date of this Agreement, of

any of the following: (a) the adoption or taking effect of any law, rule,

regulation or treaty, (b) any change in any law, rule, regulation or treaty or

in the administration, interpretation or application thereof by any Governmental

Authority or (c) the making or issuance of any request, guideline or directive

(whether or not having the force of law) by any Governmental Authority.

"Change of Control" means an event or series of events by which:

(a) any "person" or "group" (as such terms are used in Sections

13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any

employee benefit plan of such person or its subsidiaries, and any person

or entity acting in its capacity as trustee, agent or other fiduciary or

administrator of any such plan), other than the Excluded Affiliates,

becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under

the Securities Exchange Act of 1934, except that a person or group shall

be deemed to have "beneficial ownership" of all securities that such

person or group has the right to acquire (such right, an "option right"),

whether such right is exercisable immediately or only after the passage of

time), directly or indirectly, of 35% or more of the equity securities of

the Company entitled to vote for members of the board of directors or

equivalent governing body of the Company on a fully-diluted basis (and

taking into account all such securities that such person or group has the

right to acquire pursuant to any option right);

(b) during any period of 24 consecutive months, a majority of the

members of the board of directors or other equivalent governing body of

the Company cease to be composed of individuals (i) who were members of

that board or equivalent governing body on the first day of such period,

(ii) whose election or nomination to that board or equivalent governing

body was approved by individuals referred to in clause (i) above

constituting at the time of such election or nomination at least a

majority of that board or equivalent governing body or (iii) whose

election or nomination to that board or other equivalent governing body

was approved by individuals referred to in clauses (i) and (ii) above

constituting at the time of such election or nomination at least a

majority of that

<PAGE>

board or equivalent governing body (excluding, in the case of both clause

(ii) and clause (iii), any individual whose initial nomination for, or

assumption of office as, a member of that board or equivalent governing

body occurs as a result of an actual or threatened solicitation of proxies

or consents for the election or removal of one or more directors by any

person or group other than a solicitation for the election of one or more

directors by or on behalf of the board of directors); or

acquired by contract or otherwise, or shall have entered into a contract

or arrangement that, upon consummation thereof, will result in its or

their acquisition of the power to exercise, directly or indirectly,

Control over the management or policies of the Company.

"Closing Date" means the first date all the conditions precedent in

Section 4.01 are satisfied or waived in accordance with Section 10.01.

"Code" means the Internal Revenue Code of 1986, as amended from time to

time.

"Collateral" means any and all assets and rights and interests in or to

property of TWI and each of the Subsidiary Guarantors, whether tangible or

intangible, in which a Lien is granted or purported to be granted pursuant to

the Loan Documents.

"Commitment" means, as to each Lender, its obligation to (a) make

Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase

participations in L/C Obligations, and (c) purchase participations in Swing Line

Loans, in an aggregate principal amount at any one time outstanding not to

exceed the Dollar or Canadian Dollar amount set forth opposite such Lender's

name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such

Lender becomes a party hereto, as applicable, as such amount may be adjusted

from time to time in accordance with this Agreement.

"Committed Borrowing" means a borrowing consisting of simultaneous

Committed Loans of the same Type, in the same currency and, in the case of

Eurocurrency Rate Loans, having the same Interest Period made by each of the

Lenders pursuant to Section 2.01.

"Committed Loan" has the meaning specified in Section 2.01.

"Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a

conversion of Committed Loans from one Type to the other, or (c) a continuation

of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing,

shall be substantially in the form of Exhibit A.

"Company" has the meaning specified in the introductory paragraph hereto.

"Compliance Certificate" means a certificate substantially in the form of

Exhibit D.

"Consolidated Capitalization Ratio" means, as of any date of

determination, the ratio of (a) Consolidated Funded Indebtedness as of such date

to (b) Consolidated Funded Indebtedness plus Stockholders' Equity.

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"Consolidated EBITDA" means, for any period, for the Company and its

Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income

for such period plus (a) the following to the extent deducted in calculating

such Consolidated Net Income: (i) Consolidated Interest Charges for such period,

(ii) the provision for Federal, state, local and foreign income taxes payable by

the Company and its Subsidiaries for such period, (iii) depreciation and

amortization expense, (iv) other non-recurring expenses of the Company and its

Subsidiaries reducing such Consolidated Net Income which do not represent a cash

item in such period or any future period, and minus (b) the following to the

extent included in calculating such Consolidated Net Income: (i) Federal, state,

local and foreign income tax credits of the Company and its Subsidiaries for

such period and (ii) any other non-recurring income of the Company and its

Subsidiaries increasing such Consolidated Net Income which does not represent a

cash item in such period or any future period.

"Consolidated Fixed Charge Coverage Ratio" means, as of any date of

determination, the ratio of (a) Consolidated EBITDA plus rent expense for the

period of the four prior fiscal quarters ending on such date to (b) Consolidated

Interest Charges plus rent expense for such period. Solely for purposes of this

definition, "rent expense" shall include operating lease expense. In addition,

solely for purposes of this definition and in the sole discretion of the

Company, Consolidated EBITDA and Consolidated Interest Charges shall include

pro-forma adjustments to incorporate the financial results of any entity

acquired during the subject period by the Company or its Subsidiaries. Finally,

any prepayment fees, swap expenses or breakage fees associated with the

prepayment of debt with the proceeds of the Senior Debt Offering shall be

excluded from the denominator for purposes of this ratio.

"Consolidated Funded Indebtedness" means, as of any date of determination,

the sum of all Indebtedness of the Company and its Subsidiaries on a

consolidated basis that appear on the consolidated balance sheet of the Company

and its Subsidiaries under the following line items: revolving notes, notes

payable and any other funded Indebtedness that may be classified under any

future line item on the consolidated balance sheet of the Company and its

Subsidiaries.

"Consolidated Interest Charges" means, for any period, for the Company and

its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium

payments, debt discount, fees, prepayment fees, Swap expenses or breakage fees,

charges and related expenses of the Company and its Subsidiaries in connection

with borrowed money (including capitalized interest) or in connection with the

deferred purchase price of assets, in each case to the extent treated as

interest in accordance with GAAP, and (b) the portion of rent expense of the

Company and its Subsidiaries with respect to such period under capital leases

that is treated as interest in accordance with GAAP.

"Consolidated Net Income" means, for any period, for the Company and its

Subsidiaries on a consolidated basis, the net income of the Company and its

Subsidiaries (excluding extraordinary gains but including extraordinary losses)

for that period.

"Consolidated Tangible Net Worth" means, as of any date of determination,

for the Company and its Subsidiaries on a consolidated basis, Stockholders'

Equity of the Company and its Subsidiaries on that date minus the Intangible

Assets of the Company and its Subsidiaries on that date.

<PAGE>

"Contractual Obligation" means, as to any Person, any provision of any

security issued by such Person or of any agreement, instrument or other

undertaking to which such Person is a party or by which it or any of its

property is bound.

"Control" means the possession, directly or indirectly, of the power to

direct or cause the direction of the management or policies of a Person, whether

through the ability to exercise voting power, by contract or otherwise.

"Controlling" and "Controlled" have meanings correlative thereto.

"Credit Extension" means each of the following: (a) a Borrowing and (b) an

L/C Credit Extension.

"Debtor Relief Laws" means the Bankruptcy Code of the United States, and

all other liquidation, conservatorship, bankruptcy, assignment for the benefit

of creditors, moratorium, rearrangement, receivership, insolvency,

reorganization, or similar debtor relief Laws of the United States or other

applicable jurisdictions within the United States from time to time in effect

and affecting the rights of creditors generally, as well as the Bankruptcy and

Insolvency Act (Canada), and the Companies Creditors Restructuring Act (Canada).

"Default" means any event or condition that constitutes an Event of

Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

"Default Rate" means (a) when used with respect to Obligations other than

Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the

Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;

provided, however, that with respect to a Eurocurrency Rate Loan, the Default

Rate shall be an interest rate equal to the interest rate (including any

Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus

2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate

equal to the Applicable Rate plus 2% per annum.

"Defaulting Lender" means any Lender that (a) has failed to fund any

portion of the Committed Loans, participations in L/C Obligations or

participations in Swing Line Loans required to be funded by it hereunder when

required to be funded by it hereunder, (b) has otherwise failed to pay over to

the Administrative Agent or any other Lender any other amount required to be

paid by it hereunder within one Business Day of the date when due, unless the

subject of a good faith dispute, or (c) has been deemed insolvent or become the

subject of a bankruptcy or insolvency proceeding.

"Disposition" or "Dispose" means the sale, transfer, license, lease or

other disposition (including any sale and leaseback transaction) of any property

by any Person, including any sale, assignment, transfer or other disposal, with

or without recourse, of any notes or accounts receivable or any rights and

claims associated therewith.

"Dollar" and "$" mean lawful money of the United States.

"Dollar Equivalent" means, at any time, (a) with respect to any amount

denominated in Dollars, such amount, and (b) with respect to any amount

denominated in any Alternative Currency, the equivalent amount thereof in

Dollars as determined by the Administrative Agent or

<PAGE>

the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate

(determined in respect of the most recent Revaluation Date) for the purchase of

Dollars with such Alternative Currency.

"Domestic Subsidiary" means any Subsidiary that is organized under the

laws of any political subdivision of the United States.

"Eligible Account" means an Account owned by the Borrower or any

Subsidiary Guarantor or Subsidiary thereof which satisfies all of the following

requirements:

(a) The Account is a genuine obligation resulting from the sale of

goods or services by the Borrower or any Subsidiary Guarantor to a Person

other than a Subsidiary in the ordinary course of the business which have

been accepted by the account debtor.

(b) The Account is subject to a first priority perfected Lien to

secure the Obligations.

Borrower or any Subsidiary Guarantor or Subsidiary thereof is entitled to

receive payment of the Account.

(d) The account debtor has not asserted in writing any defense to

payment and has not asserted in writing any counterclaim or offset against

the Borrower or any Subsidiary.

(e) To the extent any credit balance exists in favor of the account

debtor, such credit balance has been deducted from the Account balance.

(g) Except with respect to car hire receivables, the Borrower or any

Subsidiary Guarantor or Subsidiary thereof has sent an invoice or

statement to the account debtor in the amount of the Account.

"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)

an Approved Fund; and (d) any other Person (other than a natural person)

approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line

Lender, and (ii) unless an Event of Default has occurred and is continuing, the

Company (each such approval not to be unreasonably withheld or delayed);

provided that notwithstanding the foregoing, "Eligible Assignee" shall not

include the Company or any of the Company's Affiliates or Subsidiaries.

"Eligible Inventory" means the Dollar value of Inventory, including raw

materials, work-in-process, and finished goods, valued at the lower of cost (on

a FIFO basis) or market value, in accordance with GAAP or Canadian GAAP, as

applicable, which satisfies all of the following requirements:

(a) The Inventory is owned by the Borrower or any Subsidiary

Guarantor or Subsidiary thereof and is subject to a first priority

perfected Lien to secure the Obligations.

<PAGE>

(b) The Inventory is held for sale in the business of the Borrower

or any Subsidiary Guarantor or Subsidiary thereof, is of good and

merchantable title, and is not obsolete, defective or unsalable.

any Loan Document.

(d) The Inventory is not subject to any licensing agreement,

trademark or other proprietary right to which the Borrower is not subject

or has the benefit of, and which would prohibit or restrict its sale by

the Lender to third parties.

(e) The Inventory is stored in the United States or Canada.

"Eligible Property, Plant and Equipment" means certain real property,

along with related equipment and fixtures, of the Company, TWI, or the

Subsidiary Guarantors, which has been pledged to the Lenders as security for the

Obligations and against which the Lenders have obtained a first priority,

perfected security interest.

"EMU" means the economic and monetary union in accordance with the Treaty

of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty

of 1992 and the Amsterdam Treaty of 1998.

"EMU Legislation" means the legislative measures of the European Council

for the introduction of, changeover to or operation of a single or unified

European currency.

"Environmental Laws" means any and all Federal, state, local, and foreign

statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,

permits, concessions, grants, franchises, licenses, agreements or governmental

restrictions relating to pollution and the protection of the environment or the

release of any materials into the environment, including those related to

hazardous substances or wastes, air emissions and discharges to waste or public

systems.

"Environmental Liability" means any liability, contingent or otherwise

(including any liability for damages, costs of environmental remediation, fines,

penalties or indemnities), of the Company, any other Loan Party or any of their

respective Subsidiaries directly or indirectly resulting from or based upon (a)

violation by the Company or any Subsidiary of any Environmental Law, (b) the

generation, use, handling, transportation, storage, treatment or disposal by the

Company or any Subsidiary of any Hazardous Materials, (c) exposure to any

Hazardous Materials, (d) the release or threatened release by the Company or any

Subsidiary of any Hazardous Materials into the environment or (e) any contract,

agreement or other consensual arrangement pursuant to which liability is assumed

or imposed with respect to any of the foregoing.

"Equity Interests" means, with respect to any Person, all of the shares of

capital stock of (or other ownership or profit interests in) such Person, all of

the warrants, options or other rights for the purchase or acquisition from such

Person of shares of capital stock of (or other ownership or profit interests in)

such Person, all of the securities convertible into or exchangeable for shares

of capital stock of (or other ownership or profit interests in) such Person or

warrants, rights or

<PAGE>

options for the purchase or acquisition from such Person of such shares (or such

other interests), and all of the other ownership or profit interests in such

Person (including partnership, member or trust interests therein), whether

voting or nonvoting, and whether or not such shares, warrants, options, rights

or other interests are outstanding on any date of determination.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"ERISA Affiliate" means any trade or business (whether or not

incorporated) under common control with the Company within the meaning of

Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for

purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;

(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan

subject to Section 4063 of ERISA during a plan year in which it was a

substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation

of operations that is treated as such a withdrawal under Section 4062(e) of

ERISA; (c) a complete or partial withdrawal by the Company or any ERISA

Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is

in reorganization; (d) the filing of a notice of intent to terminate, the

treatment of a Plan amendment as a termination under Sections 4041 or 4041A of

ERISA, or the commencement of proceedings by the PBGC to terminate a Pension

Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds

under Section 4042 of ERISA for the termination of, or the appointment of a

trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the

imposition of any liability under Title IV of ERISA, other than for PBGC

premiums due but not delinquent under Section 4007 of ERISA, upon the Company or

any ERISA Affiliate.

"Euro" and "EUR" mean the lawful currency of the Participating Member

States introduced in accordance with the EMU Legislation.

"Eurocurrency Rate" means, for any Interest Period with respect to a

Eurocurrency Rate Loan, the rate per annum equal to the British Bankers

Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other

commercially available source providing quotations of BBA LIBOR as designated by

the Administrative Agent from time to time) at approximately 11:00 a.m., London

time, two Business Days prior to the commencement of such Interest Period, for

deposits in the relevant currency (for delivery on the first day of such

Interest Period) with a term equivalent to such Interest Period. If such rate is

not available at such time for any reason, then the "Eurocurrency Rate" for such

Interest Period shall be the rate per annum determined by the Administrative

Agent to be the rate at which deposits in the relevant currency for delivery on

the first day of such Interest Period in Same Day Funds in the approximate

amount of the Eurocurrency Rate Loan being made, continued or converted by Bank

of America and with a term equivalent to such Interest Period would be offered

by Bank of America's London Branch (or other Bank of America branch or

Affiliate) to major banks in the London or other offshore interbank market for

such currency at their request at approximately 11:00 a.m. (London time) two

Business Days prior to the commencement of such Interest Period.

"Eurocurrency Rate Loan" means a Committed Loan that bears interest at a

rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated

in Dollars or in an

<PAGE>

Alternative Currency. All Committed Loans denominated in an Alternative Currency

must be Eurocurrency Rate Loans.

"Event of Default" has the meaning specified in Section 8.01.

"Excluded Affiliates" means Mr. William A. Furman, his spouse, direct

descendants, any Person Controlled by any of them and/or a trust for the

benefit of any of them.

"Excluded Taxes" means, with respect to the Administrative Agent, any

Lender, the L/C Issuer or any other recipient of any payment to be made by or on

account of any obligation of any Borrower hereunder, (a) taxes imposed on or

measured by net income (however denominated), doing business taxes, and

franchise taxes imposed on it (in lieu of net income taxes), by any Governmental

Authority or other taxing authority, (b) any branch profits taxes imposed by the

United States or any similar tax imposed by any other jurisdiction in which such

Borrower is located and (c) in the case of a Foreign Lender (other than an

assignee pursuant to a request by the Company under Section 10.13), any

withholding tax that is imposed on amounts payable to such Foreign Lender at the

time such Foreign Lender becomes a party hereto (or designates a new Lending

Office) or is attributable to such Foreign Lender's failure or inability (other

than as a result of a Change in Law) to comply with Section 3.01(e), except to

the extent that such Foreign Lender (or its assignor, if any) was entitled, at

the time of designation of a new Lending Office (or assignment), to receive

additional amounts from the applicable Borrower with respect to such withholding

tax pursuant to Section 3.01(a).

"Existing Credit Agreement" means, collectively, those certain credit

agreements or loan agreements, as may have been amended or modified to date,

by and between Gunderson, Inc., U.S. Bank National Association and Bank of

America, N.A.; Greenbrier Leasing Corporation, Greenbrier Railcar, Inc.,

Autostack Corporation, Union Bank of California, N.A. and Bank of America,

N.A., as lender and agent for other lenders; TrentonWorks Limited, The

Greenbrier Companies, Inc., as guarantor, and Bank of America, National

Association, acting through its Canada branch.

"Existing Letters of Credit" means those Letters of Credit of the Company

or any Subsidiary Guarantor listed on Schedule 11.01.

"Federal Funds Rate" means, for any day, the rate per annum equal to the

weighted average of the rates on overnight Federal funds transactions with

members of the Federal Reserve System arranged by Federal funds brokers on such

day, as published by the Federal Reserve Bank of New York on the Business Day

next succeeding such day; provided that (a) if such day is not a Business Day,

the Federal Funds Rate for such day shall be such rate on such transactions on

the next preceding Business Day as so published on the next succeeding Business

Day, and (b) if no such rate is so published on such next succeeding Business

Day, the Federal Funds Rate for such day shall be the average rate (rounded

upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of

America on such day on such transactions as determined by the Administrative

Agent.

"Fee Letter" means the letter agreement, dated April 9, 2005, among the

Company, the Administrative Agent and the Arranger.

<PAGE>

"Foreign Lender" means, with respect to any Borrower, any Lender that is

organized under the laws of a jurisdiction other than that in which such

Borrower is resident for tax purposes. For purposes of this definition, the

United States, each State thereof and the District of Columbia shall be deemed

to constitute a single jurisdiction.

"Foreign Obligor" means a Loan Party that is a Foreign Subsidiary.

"Foreign Subsidiary" means any Subsidiary that is organized under the laws

of a jurisdiction other than the United States, a State thereof or the District

of Columbia.

"FRB" means the Board of Governors of the Federal Reserve System of the

United States.

"Fund" means any Person (other than a natural person) that is (or will be)

engaged in making, purchasing, holding or otherwise investing in commercial

loans and similar extensions of credit in the ordinary course of its business.

"GAAP" means generally accepted accounting principles in the United States

set forth in the opinions and pronouncements of the Accounting Principles Board

and the American Institute of Certified Public Accountants and statements and

pronouncements of the Financial Accounting Standards Board or such other

principles as may be approved by a significant segment of the accounting

profession in the United States, that are applicable to the circumstances as of

the date of determination, consistently applied.

"Golden West Agreements" means the Re-marketing Agreement dated as of

November 19, 1987 among Southern Pacific Transportation Company, St. Louis

Southwestern Railway Company, Greenbrier Leasing Corporation and the

Greenbrier Railcar, Inc., the Amendment to Re-marketing Agreement among

Southern Pacific Transportation Company, St. Louis Southwestern Railway

Company, Greenbrier Leasing Corporation and Greenbrier Railcar, Inc. dated as

of November 15, 1988, the Amendment No. 2 to Re-marketing Agreement among

Southern Pacific Transportation Company, St. Louis Southwestern Railway

Company, Greenbrier Leasing Corporation and Greenbrier Railcar, Inc., and the

Amendment No. 3 to Re-marketing Agreement dated November 19, 1987 among

Southern Pacific Transportation Company, St. Louis Southwestern Railway

Company, Greenbrier Leasing Corporation and Greenbrier Railcar, Inc. dated as

of March 5, 1991, in each case as in effect on the date of this Agreement.

"Governmental Authority" means the government of the United States,

Canada, or any other nation, or of any political subdivision thereof, whether

state or local, and any agency, authority, instrumentality, regulatory body,

court, central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to

government (including any supra-national bodies such as the European Union or

the European Central Bank).

"Guarantee" means, as to any Person, any (a) any Contractual Obligation,

contingent or otherwise, of such Person guaranteeing or having the economic

effect of guaranteeing any Indebtedness or other obligation payable or

performable by another Person (the "primary obligor") in any manner, whether

directly or indirectly, and including any obligation of such

<PAGE>

Person, direct or indirect, (i) to purchase or pay (or advance or supply funds

for the purchase or payment of) such Indebtedness or other obligation, (ii) to

purchase or lease property, securities or services for the purpose of assuring

the obligee in respect of such Indebtedness or other obligation of the payment

or performance of such Indebtedness or other obligation, (iii) to maintain

working capital, equity capital or any other financial statement condition or

liquidity or level of income or cash flow of the primary obligor so as to enable

the primary obligor to pay such Indebtedness or other obligation, or (iv)

entered into for the purpose of assuring in any other manner the obligee in

respect of such Indebtedness or other obligation of the payment or performance

thereof or to protect such obligee against loss in respect thereof (in whole or

in part), or (b) any Lien on any assets of such Person securing any Indebtedness

or other obligation of any other Person, whether or not such Indebtedness or

other obligation is assumed by such Person (or any right, contingent or

otherwise, of any holder of such Indebtedness to obtain any such Lien). The

amount of any Guarantee shall be deemed to be an amount equal to the stated or

determinable amount of the related primary obligation, or portion thereof, in

respect of which such Guarantee is made or, if not stated or determinable, the

maximum reasonably anticipated liability in respect thereof as determined by the

guaranteeing Person in good faith. The term "Guarantee" as a verb has a

corresponding meaning.

"Guaranties" means the (i) Subsidiary Guaranties of the Company's

Obligations and those of TWI, and (ii) the Company's guaranty of all Obligations

of TWI. All Guaranties, other than the Company's guaranty of the Obligations of

TWI, shall be secured.

"Hazardous Materials" means all explosive or radioactive substances or

wastes and all hazardous or toxic substances, wastes or other pollutants,

including petroleum or petroleum distillates, asbestos or asbestos-containing

materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any

Environmental Law.

"Immaterial Subsidiary" means, as of any date, any Restricted Subsidiary

whose total assets, as of that date, are less than $5.0 million and whose total

revenues for the most recent 12-month period does not exceed $5.0 million.

"Indebtedness" means, as to any Person at a particular time, without

duplication, all of the following, whether or not included as indebtedness or

liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all

obligations of such Person evidenced by bonds, debentures, notes, loan

agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising

under letters of credit (including standby and commercial), bankers'

acceptances, bank Guaranties, surety bonds and similar instruments;

(d) all obligations of such Person to pay the deferred purchase

price of property or services (other than trade accounts payable in the

ordinary course of business

<PAGE>

and, in each case, not past due for more than 60 days after the date on

which such trade account payable was created);

(e) indebtedness (excluding prepaid interest thereon) secured by a

Lien on property owned or being purchased by such Person (including

indebtedness arising under conditional sales or other title retention

agreements), whether or not such indebtedness shall have been assumed by

such Person or is limited in recourse;

(f) capital leases and Synthetic Lease Obligations;

(g) all obligations of such Person to purchase, redeem, retire,

defease or otherwise make any payment in respect of any Equity Interest in

such Person or any other Person, valued, in the case of a redeemable

preferred interest, at the greater of its voluntary or involuntary

liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the

foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the

Indebtedness of any partnership or joint venture (other than a joint venture

that is itself a corporation or limited liability company) in which such Person

is a general partner or a joint venturer, unless such Indebtedness is expressly

made non-recourse to such Person. The amount of any net obligation under any

Swap Contract on any date shall be deemed to be the Swap Termination Value

thereof as of such date. The amount of any capital lease or Synthetic Lease

Obligation as of any date shall be deemed to be the amount of Attributable

Indebtedness in respect thereof as of such date.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnitees" has the meaning specified in Section 10.04(b).

"Information" has the meaning specified in Section 10.07.

"Intangible Assets" means assets that are considered to be intangible

assets under GAAP, including customer lists, goodwill, computer software,

copyrights, trade names, trademarks, patents, franchises, licenses, unamortized

deferred charges, unamortized debt discount and capitalized research and

development costs.

"Interest Payment Date" means, (a) as to any Loan other than a Base Rate

Loan, the last day of each Interest Period applicable to such Loan and the

Maturity Date; provided, however, that if any Interest Period for a Eurocurrency

Rate Loan exceeds three months, the respective dates that fall every three

months after the beginning of such Interest Period shall also be Interest

Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),

the last Business Day of each March, June, September and December and the

Maturity Date.

"Interest Period" means, as to each Eurocurrency Rate Loan, the period

commencing on the date such Eurocurrency Rate Loan is disbursed or converted to

or continued as a Eurocurrency Rate Loan and ending on the date that is seven

(7) days, fourteen (14) days, one, two, three or six months thereafter, as

selected by the Company in its Committed Loan Notice or

<PAGE>

such other period that is twelve months or less requested by the Company and

consented to by all the Lenders; provided that:

(i) any Interest Period that would otherwise end on a day that is

not a Business Day shall be extended to the next succeeding Business Day

unless such Business Day falls in another calendar month, in which case

such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a

calendar month (or on a day for which there is no numerically

corresponding day in the calendar month at the end of such Interest

Period) shall end on the last Business Day of the calendar month at the

end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

"Internal Control Event" means a material weakness in, or fraud that

involves management or other employees who have a significant role in, the

Company's internal controls over financial reporting, in each case as described

in the Securities Laws.

"Inventory" has the meaning provided in the Uniform Commercial Code in

effect in Oregon as of the Closing Date.

"Investment" means, as to any Person, any direct or indirect acquisition

or investment by such Person, whether by means of (a) the purchase or other

acquisition of capital stock or other securities of another Person, (b) a loan,

advance or capital contribution to, assumption of debt of, or purchase or other

acquisition of any other debt or equity participation or interest in, another

Person, including any partnership or joint venture interest in such other

Person, or (c) the purchase or other acquisition (in one transaction or a series

of transactions) of assets of another Person that constitute a business unit.

For purposes of covenant compliance, the amount of any Investment shall be the

amount actually invested, without adjustment for subsequent increases or

decreases in the value of such Investment.

"IP Rights" has the meaning specified in Section 5.17.

"IRS" means the United States Internal Revenue Service.

"ISP" means, with respect to any Letter of Credit, the "International

Standby Practices 1998" published by the Institute of International Banking Law

& Practice (or such later version thereof as may be in effect at the time of

issuance).

"Issuer Documents" means with respect to any Letter of Credit, the Letter

of Credit Application, and any other document, agreement and instrument entered

into by the L/C Issuer and the Company (or any Subsidiary) or in favor the L/C

Issuer and relating to any such Letter of Credit.

"Joint Venture" means a single-purpose corporation, partnership, limited

liability company, joint venture or other similar legal arrangement (whether

created by contract or conducted through a separate legal entity) now or

hereafter formed by the Company or any of its

<PAGE>

Subsidiaries with another Person in order to conduct a common venture or

enterprise with such Person.

"Laws" means, collectively, all international, foreign, Federal, state and

local statutes, treaties, rules, guidelines, regulations, ordinances, codes and

administrative or judicial precedents or authorities, including the

interpretation or administration thereof by any Governmental Authority charged

with the enforcement, interpretation or administration thereof, and all

applicable administrative orders, directed duties, requests, licenses,

authorizations and permits of, and agreements with, any Governmental Authority,

in each case whether or not having the force of law.

"L/C Advance" means, with respect to each Lender, such Lender's funding of

its participation in any L/C Borrowing in accordance with its Applicable

Percentage. All L/C Advances shall be denominated in Dollars.

"L/C Borrowing" means an extension of credit resulting from a drawing

under any Letter of Credit which has not been reimbursed on the date when made

or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated

in Dollars, except for L/C Borrowings under the Canadian Revolving Credit

Facility, which may be denominated in Dollars, Canadian Dollars or an

Alternative Currency.

"L/C Credit Extension" means, with respect to any Letter of Credit, the

issuance thereof or extension of the expiry date thereof, or the increase of the

amount thereof.

"L/C Issuer" means Bank of America in its capacity as issuer of Letters of

Credit hereunder, or the Canadian Lender as issuer of Letters of Credit on

behalf of TWI, or any successor issuer of Letters of Credit hereunder.

"L/C Obligations" means, as at any date of determination, the aggregate

amount available to be drawn under all outstanding Letters of Credit plus the

aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For

purposes of computing the amount available to be drawn under any Letter of

Credit, the amount of such Letter of Credit shall be determined in accordance

with Section 1.08. For all purposes of this Agreement, if on any date of

determination a Letter of Credit has expired by its terms but any amount may

still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,

such Letter of Credit shall be deemed to be "outstanding" in the amount so

remaining available to be drawn.

"Lender" has the meaning specified in the introductory paragraph hereto

and, as the context requires, includes the Swing Line Lender.

"Lending Office" means, as to any Lender, the office or offices of such

Lender described as such in such Lender's Administrative Questionnaire, or such

other office or offices as a Lender may from time to time notify the Company and

the Administrative Agent.

"Letter of Credit" means a standby or commercial or comment letter of

credit issued hereunder and shall include the Existing Letters of Credit.

Letters of Credit may be issued in Dollars, Canadian Dollars or in an

Alternative Currency.

<PAGE>

"Letter of Credit Application" means an application and agreement for the

issuance or amendment of a Letter of Credit in the form from time to time in use

by the L/C Issuer.

"Letter of Credit Expiration Date" means the day that is seven days prior

to the Maturity Date then in effect (or, if such day is not a Business Day, the

next preceding Business Day), or up to one year beyond such date provided that

the subject letter of credit is Cash Collateralized pursuant to Section

2.03(g)(iv).

"Letter of Credit Fee" has the meaning specified in Section 2.03(i).

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit

arrangement, encumbrance, lien (statutory or other), charge, or preference,

priority or other security interest or preferential arrangement in the nature of

a security interest of any kind or nature whatsoever (including any conditional

sale or other title retention agreement, any easement, right of way or other

encumbrance on title to real property, and any financing lease having

substantially the same economic effect as any of the foregoing).

"Loan" means an extension of credit by a Lender to a Borrower under

Article II in the form of a Committed Loan or a Swing Line Loan, and includes

advances under either the U.S. Revolving Credit Facility or the Canadian

Revolving Credit Facility.

"Loan Documents" means this Agreement, each Note, each Issuer Document,

the Fee Letter, the Guaranties, and each security agreement, pledge, deed of

trust, mortgage or other document related to the Collateral.

"Loan Parties" means, collectively, the Borrowers, and each Subsidiary

Guarantor.

"Mandatory Cost" means, with respect to any period, the percentage rate

per annum determined in accordance with Schedule 1.01.

"Material Adverse Effect" means (a) a material adverse change in, or a

material adverse effect upon, the operations, business, properties or financial

condition or results of operations of the Company or the Company and its

Subsidiaries taken as a whole; (b) a material impairment of the ability of any

Loan Party to perform its obligations under any Loan Document to which it is a

party; or (c) a material adverse effect upon the legality, validity, binding

effect or enforceability against any Loan Party of any Loan Document to which it

is a party.

"Maturity Date" means June 29, 2010.

"Multiemployer Plan" means any employee benefit plan of the type described

in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate

makes or is obligated to make contributions, or during the preceding five plan

years, has made or been obligated to make contributions.

"Note" means a promissory note made by a Borrower in favor of a Lender

evidencing Loans made by such Lender to such Borrower, substantially in the form

of Exhibit C.

<PAGE>

"Obligations" means all advances to, and debts, liabilities, obligations,

covenants and duties of, any Loan Party arising under any Loan Document, Swap

Contract, or otherwise with respect to any Loan or Letter of Credit, whether

direct or indirect (including those acquired by assumption), absolute or

contingent, due or to become due, now existing or hereafter arising and

including interest and fees that accrue after the commencement by or against any

Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief

Laws naming such Person as the debtor in such proceeding, regardless of whether

such interest and fees are allowed claims in such proceeding.

"Off-Balance Sheet Liabilities" means, with respect to any Person as of

any date of determination thereof, without duplication and to the extent not

included as a liability on the consolidated balance sheet of such Person and its

Subsidiaries in accordance with GAAP: (a) with respect to any asset

securitization transaction (including any accounts receivable purchase facility)

(i) the unrecovered investment of purchasers or transferees of assets so

transferred, and (ii) any other payment, recourse, repurchase, hold harmless,

indemnity or similar obligation of such Person or any of its Subsidiaries in

respect of assets transferred or payments made in respect thereof, other than

limited recourse provisions that are customary for transactions of such type and

that neither (x) have the effect of limiting the loss or credit risk of such

purchasers or transferees with respect to payment or performance by the obligors

of the assets so transferred nor (y) impair the characterization of the

transaction as a true sale under applicable Laws (including Debtor Relief Laws);

(b) the monetary obligations under any financing lease or so-called "synthetic,"

tax retention or off-balance sheet lease transaction which, upon the application

of any Debtor Relief Law to such Person or any of its Subsidiaries, would be

characterized as indebtedness; or (c) the monetary obligations under any sale

and leaseback transaction which does not create a liability on the consolidated

balance sheet of such Person and its Subsidiaries; or (d) any other monetary

obligation arising with respect to any other transaction which (i) is

characterized as indebtedness for tax purposes but not for accounting purposes

in accordance with GAAP or (ii) is the functional equivalent of or takes the

place of borrowing but which does not constitute a liability on the consolidated

balance sheet of such Person and its Subsidiaries (for purposes of this clause

(d), any transaction structured to provide tax deductibility as interest expense

of any dividend, coupon or other periodic payment will be deemed to be the

functional equivalent of a borrowing).

"Organization Documents" means, (a) with respect to any corporation, the

certificate or articles of incorporation and the bylaws (or equivalent or

comparable constitutive documents with respect to any non-U.S. jurisdiction);

(b) with respect to any limited liability company, the certificate or articles

of formation or organization and operating agreement; and (c) with respect to

any partnership, joint venture, trust or other form of business entity, the

partnership, joint venture or other applicable agreement of formation or

organization and any agreement, instrument, filing or notice with respect

thereto filed in connection with its formation or organization with the

applicable Governmental Authority in the jurisdiction of its formation or

organization and, if applicable, any certificate or articles of formation or

organization of such entity.

"Other Taxes" means all present or future stamp or documentary taxes or

any other excise or property taxes, charges or similar levies arising from any

payment made hereunder or

<PAGE>

under any other Loan Document or from the execution, delivery or enforcement of,

or otherwise with respect to, this Agreement or any other Loan Document.

"Outstanding Amount" means (i) with respect to Committed Loans on any

date, the Dollar Equivalent amount of the aggregate outstanding principal amount

thereof after giving effect to any borrowings and prepayments or repayments of

such Committed Loans occurring on such date; (ii) with respect to Swing Line

Loans on any date, the aggregate outstanding principal amount thereof after

giving effect to any borrowings and prepayments or repayments of such Swing Line

Loans occurring on such date; and (iii) with respect to any L/C Obligations on

any date, the Dollar Equivalent amount of the aggregate outstanding amount of

such L/C Obligations on such date after giving effect to any L/C Credit

Extension occurring on such date and any other changes in the aggregate amount

of the L/C Obligations as of such date, including as a result of any

reimbursements by the Company of Unreimbursed Amounts.

"Overdraft" means an overdraft on a deposit account maintained by TWI with

the Canadian Lender.

"Overnight Rate" means, for any day, (a) with respect to any amount

denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an

overnight rate determined by the Administrative Agent, the L/C Issuer, or the

Swing Line Lender, as the case may be, in accordance with banking industry rules

on interbank compensation, and (b) with respect to any amount denominated in an

Alternative Currency, the rate of interest per annum at which overnight deposits

in the applicable Alternative Currency, in an amount approximately equal to the

amount with respect to which such rate is being determined, would be offered for

such day by a branch or Affiliate of Bank of America in the applicable offshore

interbank market for such currency to major banks in such interbank market.

"Participant" has the meaning specified in Section 10.06(d).

"Participating Member State" means each state so described in any EMU

Legislation.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Pension Plan" means any "employee pension benefit plan" (as such term is

defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is

subject to Title IV of ERISA and is sponsored or maintained by the Company or

any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes

or has an obligation to contribute, or in the case of a multiple employer or

other plan described in Section 4064(a) of ERISA, has made contributions at any

time during the immediately preceding five plan years.

"Perfected Lease Assets" means those certain lease-related assets,

including, but not limited to, rail cars, marine barges and other surface

transportation equipment, and related chattel paper, of Borrowers, or of

Subsidiary Guarantors, which have been pledged to the Lenders as security for

the Obligations, and against which the Lenders have obtained a first priority,

perfected security interest.

"Person" means any natural person, corporation, limited liability company,

trust, joint venture, association, company, partnership, Governmental Authority

or other entity.

<PAGE>

"Plan" means any "employee benefit plan" (as such term is defined in

Section 3(3) of ERISA) established by the Company or, with respect to any such

plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA

Affiliate.

"Platform" has the meaning specified in Section 6.02.

"Register" has the meaning specified in Section 10.06(c).

"Registered Public Accounting Firm" has the meaning specified in the

Securities Laws and shall be independent of the Company as prescribed by the

Securities Laws.

"Related Parties" means, with respect to any Person, such Person's

Affiliates and the partners, directors, officers, employees, agents and advisors

of such Person and of such Person's Affiliates.

"Reportable Event" means any of the events set forth in Section 4043(c) of

ERISA, other than events for which the 30 day notice period has been waived.

"Request for Credit Extension" means (a) with respect to a Borrowing,

conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with

respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with

respect to a Swing Line Loan, a Swing Line Loan Notice.

"Required Lenders" means, as of any date of determination, Lenders having

more than 50% of the Aggregate Commitments or, if the commitment of each Lender

to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions

have been terminated pursuant to Section 8.02, Lenders holding in the aggregate

more than 50% of the Total Outstandings (with the aggregate amount of each

Lender's risk participation and funded participation in L/C Obligations and

Swing Line Loans being deemed "held" by such Lender for purposes of this

definition); provided that the Commitment of, and the portion of the Total

Outstandings held or deemed held by, any Defaulting Lender shall be excluded for

purposes of making a determination of Required Lenders and deemed to equal zero.

For purposes of this definition, and calculation of the requisite percentage,

the Canadian Revolving Credit Facility shall be deemed to constitute

$20,000,000, rather than CDN$25,000,000. If the Commitments have been terminated

pursuant to Section 8.02, or if the Aggregate Commitments have expired, the

amount outstanding under the Canadian Revolving Credit Facility shall be

converted from Canadian dollars to Dollars as of the date of determination.

Notwithstanding the above and except as otherwise provided in this Agreement,

the unanimous consent of all Lenders shall be required with respect to (i)

increases of the Aggregate Commitments, (ii) reductions of interest or fees,

(iii) extensions of scheduled maturities or payment due dates, or (iv) releases

of all or substantially all of the collateral or the Guarantors from their

obligations under the Guaranties.

"Responsible Officer" means the chief executive officer, president, vice

president, chief financial officer, controller, secretary or assistant

secretary, treasurer or assistant treasurer of a Loan Party. Any document

delivered hereunder that is signed by a Responsible Officer of a Loan Party

shall be conclusively presumed to have been authorized by all necessary

corporate, partnership and/or other action on the part of such Loan Party and

such Responsible Officer shall be conclusively presumed to have acted on behalf

of such Loan Party.

<PAGE>

"Restricted Payment" means any dividend or other distribution (whether in

cash, securities or other property) with respect to any capital stock or other

Equity Interest of the Company or any Subsidiary, or any payment (whether in

cash, securities or other property), including any sinking fund or similar

deposit, on account of the purchase, redemption, retirement, acquisition,

cancellation or termination of any such capital stock or other Equity Interest,

or on account of any return of capital to the Company's stockholders, partners

or members (or the equivalent Person thereof) other than dividends or

distributions payable to a Borrower or a Subsidiary Guarantor.

"Restricted Subsidiary" means a Subsidiary of the Company that is not a

Subsidiary Guarantor.

"Revaluation Date" means (a) with respect to any Loan, each of the

following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated

in an Alternative Currency, and (ii) each date of a continuation of a

Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to

Section 2.02, and (iii) such additional dates as the Administrative Agent shall

determine or the Required Lenders shall require; and (b) with respect to any

Letter of Credit, each of the following: (i) each date of issuance of a Letter

of Credit denominated in an Alternative Currency, (ii) each date of an amendment

of any such Letter of Credit having the effect of increasing the amount thereof

(solely with respect to the increased amount), (iii) each date of any payment by

the L/C Issuer under any Letter of Credit denominated in an Alternative

Currency, and (iv) such additional dates as the Administrative Agent or the L/C

Issuer shall determine or the Required Lenders shall require.

"Same Day Funds" means (a) with respect to disbursements and payments in

Dollars, immediately available funds, and (b) with respect to disbursements and

payments in an Alternative Currency, same day or other funds as may be

determined by the Administrative Agent or the L/C Issuer, as the case may be, to

be customary in the place of disbursement or payment for the settlement of

international banking transactions in the relevant Alternative Currency.

"Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.

"SEC" means the Securities and Exchange Commission, or any Governmental

Authority succeeding to any of its principal functions.

"Securities Laws" means the Securities Act of 1933, the Securities

Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing

principles, rules, standards and practices promulgated, approved or incorporated

by the SEC or the Public Company Accounting Oversight Board, as each of the

foregoing may be amended and in effect on any applicable date hereunder.

"Senior Debt Offering" means that certain offering of $175,000,000 in 8

3/8% Senior Notes due 2015, which closed on May 11, 2005.

"Stockholders' Equity" means, as of any date of determination,

consolidated stockholders' equity of the Company and its Subsidiaries as of that

date determined in accordance with GAAP.

<PAGE>

"Special Notice Currency" means at any time an Alternative Currency, other

than the currency of a country that is a member of the Organization for Economic

Cooperation and Development at such time located in North America or Europe.

"Spot Rate" for a currency means the rate determined by the Administrative

Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person

acting in such capacity as the spot rate for the purchase by such Person of such

currency with another currency through its principal foreign exchange trading

office at approximately 8:00 a.m. on the date two Business Days prior to the

date as of which the foreign exchange computation is made; provided that the

Administrative Agent or the L/C Issuer may obtain such spot rate from another

financial institution designated by the Administrative Agent or the L/C Issuer

if the Person acting in such capacity does not have as of the date of

determination a spot buying rate for any such currency; and provided further

that the L/C Issuer may use such spot rate quoted on the date as of which the

foreign exchange computation is made in the case of any Letter of Credit

denominated in an Alternative Currency.

"Sterling" and "L" means the lawful currency of the United Kingdom.

"Subsidiary" of a Person means a corporation, partnership, joint venture,

limited liability company or other business entity of which a majority of the

shares of securities or other interests having ordinary voting power for the

election of directors or other governing body (other than securities or

interests having such power only by reason of the happening of a contingency)

are at the time beneficially owned, or the management of which is otherwise

controlled, directly, or indirectly through one or more intermediaries, or both,

by such Person. Unless otherwise specified, all references herein to a

"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of

the Company.

"Subsidiary Guarantors" means, collectively, Greenbrier Leasing

Corporation, Greenbrier Railcar, Inc., Greenbrier Leasing Ltd., Autostack

Corporation, Gunderson, Inc., Gunderson Rail Services, Inc., Gunderson

Marine, Inc., and Greenbrier-Concarril, LLC.

"Subsidiary Guaranty" means the Subsidiary Guaranty made by each of the

Subsidiary Guarantors in favor of the Administrative Agent and the Lenders,

substantially in the form of Exhibit F.

"Swap Contract" means (a) any and all rate swap transactions, basis swaps,

credit derivative transactions, forward rate transactions, commodity swaps,

commodity options, forward commodity contracts, equity or equity index swaps or

options, bond or bond price or bond index swaps or options or forward bond or

forward bond price or forward bond index transactions, interest rate options,

forward foreign exchange transactions, cap transactions, floor transactions,

collar transactions, currency swap transactions, cross-currency rate swap

transactions, currency options, spot contracts, or any other similar

transactions or any combination of any of the foregoing (including any options

to enter into any of the foregoing), whether or not any such transaction is

governed by or subject to any master agreement, and (b) any and all transactions

of any kind, and the related confirmations, which are subject to the terms and

conditions of, or governed by, any form of master agreement published by the

International Swaps and Derivatives Association, Inc., any International Foreign

Exchange Master Agreement,

<PAGE>

or any other master agreement (any such master agreement, together with any

related schedules, a "Master Agreement"), including any such obligations or

liabilities under any Master Agreement.

"Swap Termination Value" means, in respect of any one or more Swap

Contracts, after taking into account the effect of any legally enforceable

netting agreement relating to such Swap Contracts, (a) for any date on or after

the date such Swap Contracts have been closed out and termination value(s)

determined in accordance therewith, such termination value(s), and (b) for any

date prior to the date referenced in clause (a), the amount(s) determined as the

mark-to-market value(s) for such Swap Contracts, as determined based upon one or

more mid-market or other readily available quotations provided by any recognized

dealer in such Swap Contracts (which may include a Lender or any Affiliate of a

Lender).

"Swing Line" means the revolving credit facility made available by the

Swing Line Lender pursuant to Section 2.04.

"Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to

Section 2.04.

"Swing Line Lender" means Bank of America in its capacity as provider of

Swing Line Loans, or any successor swing line lender hereunder.

"Swing Line Loan" has the meaning specified in Section 2.04(a).

"Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant

to Section 2.04(b), which, if in writing, shall be substantially in the form of

Exhibit B.

"Swing Line Sublimit" means an amount equal to the lesser of

$10,000,000 and the amount available under the U.S. Revolver Ceiling. The

Swing Line Sublimit is part of, and not in addition to, the U.S. Revolving

Credit Facility.

"Synthetic Lease Obligation" means the monetary obligation of a Person

under (a) a so-called synthetic, off-balance sheet or tax retention lease, or

(b) an agreement for the use or possession of property creating obligations that

do not appear on the balance sheet of such Person but which, upon the insolvency

or bankruptcy of such Person, would be characterized as the indebtedness of such

Person (without regard to accounting treatment).

"TARGET Day" means any day on which the Trans-European Automated Real-time

Gross Settlement Express Transfer (TARGET) payment system (or, if such payment

system ceases to be operative, such other payment system (if any) determined by

the Administrative Agent to be a suitable replacement) is open for the

settlement of payments in Euro.

"Taxes" means all present or future taxes, levies, imposts, duties,

deductions, withholdings, assessments, fees or other charges imposed by any

Governmental Authority, including any interest, additions to tax or penalties

applicable thereto.

"Term Debt" means a private offering of debt securities or long-term debt

by the Company to institutional investors or financial institutions which is

secured by lease-related

<PAGE>

assets, including, but not limited to, rail cars, marine barges and other

surface transportation equipment, and related chattel paper, that is excluded

from both the U.S. Borrowing Base and the Canadian Borrowing Base.

"Threshold Amount" means $5,000,000 as to Section 8.01(e), and $15,000,000

as to each of Sections 8.01(h) and (i).

"Total Outstandings" means the aggregate Outstanding Amount of all Loans,

L/C Obligations, and Overdrafts.

"Type" means, with respect to a Committed Loan, its character as a Base

Rate Loan or a Eurocurrency Rate Loan.

"U.S. Borrowing Base" means, as of any date of determination, with respect

to the assets of the Company and the Subsidiary Guarantors, and excluding the

assets of TWI, the sum of (i) 90% of the Dollar amount of Perfected Lease

Assets, (ii) 60% of the Dollar amount of Unperfected Lease Assets (not to exceed

$10,000,000 in the aggregate), (iii) 80% of the Dollar amount of Eligible

Accounts, (iv) 50% of the Dollar amount of Eligible Inventory, and (v) 50% of

the Dollar amount of Eligible Property, Plant and Equipment.

"U.S. Letter of Credit Sublimit" means an amount equal to the lesser of

$25,000,000 or the amount available under the U.S. Revolver Ceiling. The U.S.

Letter of Credit Sublimit is part of, and not in addition to, the U.S.

Revolving Credit Facility.

"U.S. Revolver Ceiling" means the amount that is the lesser of (a)

$125,000,000; or (b) the amount available under the U.S. Borrowing Base.

"U.S. Revolving Credit Facility" has the meaning specified in Section

2.01(a)(i).

"Unfunded Pension Liability" means the excess of a Pension Plan's benefit

liabilities under Section 4001(a)(16) of ERISA, over the current value of that

Pension Plan's assets, determined in accordance with the assumptions used for

funding the Pension Plan pursuant to Section 412 of the Code for the applicable

plan year.

"United States" and "U.S." mean the United States of America.

"Unperfected Lease Assets" means those certain lease-related assets,

including, but not limited to, rail cars, marine barges and other surface

transportation equipment, and related chattel paper, of Borrowers, or of

Subsidiary Guarantors, which have been pledged to the Lenders as security for

the Obligations, but for which the Lenders have not received a first priority,

perfected security interest.

"Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

"Voting Percentage" means the percentage interest set forth in the

appropriate column opposite the name of each Lender in Schedule 2.01.

<PAGE>

1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and

each other Loan Document, unless otherwise specified herein or in such other

Loan Document:

(a) The definitions of terms herein shall apply equally to the singular

and plural forms of the terms defined. Whenever the context may require, any

pronoun shall include the corresponding masculine, feminine and neuter forms.

The words "include," "includes" and "including" shall be deemed to be followed

by the phrase "without limitation." The word "will" shall be construed to have

the same meaning and effect as the word "shall." Unless the context requires

otherwise, (i) any definition of or reference to any agreement, instrument or

other document (including any Organization Document) shall be construed as

referring to such agreement, instrument or other document as from time to time

amended, supplemented or otherwise modified (subject to any restrictions on such

amendments, supplements or modifications set forth herein or in any other Loan

Document), (ii) any reference herein to any Person shall be construed to include

such Person's successors and assigns, (iii) the words "herein," "hereof" and

"hereunder," and words of similar import when used in any Loan Document, shall

be construed to refer to such Loan Document in its entirety and not to any

particular provision thereof, (iv) all references in a Loan Document to

Articles, Sections, Exhibits and Schedules shall be construed to refer to

Articles and Sections of, and Exhibits and Schedules to, the Loan Document in

which such references appear, (v) any reference to any law shall include all

statutory and regulatory provisions consolidating, amending, replacing or

interpreting such law and any reference to any law or regulation shall, unless

otherwise specified, refer to such law or regulation as amended, modified or

supplemented from time to time, and (vi) the words "asset" and "property" shall

be construed to have the same meaning and effect and to refer to any and all

tangible and intangible assets and properties, including cash, securities,

accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later

specified date, the word "from" means "from and including;" the words "to" and

"until" each mean "to but excluding;" and the word "through" means "to and

including."

for convenience of reference only and shall not affect the interpretation of

this Agreement or any other Loan Document.

1.03 ACCOUNTING TERMS. (a) Generally. All accounting terms not

specifically or completely defined herein shall be construed in conformity with,

and all financial data (including financial ratios and other financial

calculations) required to be submitted pursuant to this Agreement shall be

prepared in conformity with, GAAP applied on a consistent basis, or Canadian

GAAP with respect to TWI, as in effect from time to time, applied in a manner

consistent with that used in preparing the Audited Financial Statements, except

as otherwise specifically prescribed herein.

(b) Changes in GAAP or Canadian GAAP. If at any time any change in GAAP,

or Canadian GAAP with respect to TWI, would affect the computation of any

financial ratio or requirement set forth in any Loan Document, and either the

Company or the Required Lenders shall so request, the Administrative Agent, the

Lenders and the Company shall negotiate in good faith to amend such ratio or

requirement to preserve the original intent thereof in light of such

<PAGE>

change in GAAP, or Canadian GAAP with respect to TWI, (subject to the approval

of the Required Lenders); provided that, until so amended, (i) such ratio or

requirement shall continue to be computed in accordance with GAAP, or Canadian

GAAP with respect to TWI, prior to such change therein and (ii) the Company

shall provide to the Administrative Agent and the Lenders financial statements

and other documents required under this Agreement or as reasonably requested

hereunder setting forth a reconciliation between calculations of such ratio or

requirement made before and after giving effect to such change in GAAP, or

Canadian GAAP with respect to TWI.

consolidated financial statements of the Company and its Subsidiaries or to the

determination of any amount for the Company and its Subsidiaries on a

consolidated basis or any similar reference shall, in each case, be deemed to

include each variable interest entity that the Company is required to

consolidate pursuant to FASB Interpretation No. 46 - Consolidation of Variable

Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such

variable interest entity were a Subsidiary as defined herein.

1.04 EXCHANGE RATES; CURRENCY EQUIVALENTS. (a) The Administrative Agent or

the L/C Issuer, as applicable, shall determine the Spot Rates as of each

Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit

Extensions and Outstanding Amounts denominated in Alternative Currencies. Such

Spot Rates shall become effective as of such Revaluation Date and shall be the

Spot Rates employed in converting any amounts between the applicable currencies

until the next Revaluation Date to occur. Except for purposes of financial

statements delivered by Loan Parties hereunder or calculating financial

covenants hereunder or except as otherwise provided herein, the applicable

amount of any currency (other than Dollars) for purposes of the Loan Documents

shall be such Dollar Equivalent amount as so determined by the Administrative

Agent or the L/C Issuer, as applicable.

(b) Wherever in this Agreement in connection with a Committed Borrowing,

conversion, continuation or prepayment of a Eurocurrency Rate Loan or the

issuance, amendment or extension of a Letter of Credit, an amount, such as a

required minimum or multiple amount, is expressed in Dollars, but such Committed

Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an

Alternative Currency, such amount shall be the relevant Alternative Currency

Equivalent of such Dollar amount (rounded to the nearest unit of such

Alternative Currency, with 0.5 of a unit being rounded upward), as determined by

the Administrative Agent or the L/C Issuer, as the case may be.

<PAGE>

1.05 ADDITIONAL ALTERNATIVE CURRENCIES. (a) The Company may from time to

time request that Eurocurrency Rate Loans be made and/or Letters of Credit be

issued in a currency other than those specifically listed in the definition of

"Alternative Currency;" provided that such requested currency is a lawful

currency (other than Dollars) that is readily available and freely transferable

and convertible into Dollars. In the case of any such request with respect to

the making of Eurocurrency Rate Loans, such request shall be subject to the

approval of the Administrative Agent and the Lenders; and in the case of any

such request with respect to the issuance of Letters of Credit, such request

shall be subject to the approval of the Administrative Agent and the L/C Issuer.

(b) Any such request shall be made to the Administrative Agent not later

than 8:00 a.m., 20 Business Days prior to the date of the desired Credit

Extension (or such other time or date as may be agreed by the Administrative

Agent and, in the case of any such request pertaining to Letters of Credit, the

L/C Issuer, in its or their sole discretion). In the case of any such request

pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly

notify each Lender thereof; and in the case of any such request pertaining to

Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer

thereof. Each Lender (in the case of any such request pertaining to Eurocurrency

Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of

Credit) shall notify the Administrative Agent, not later than 8:00 a.m., ten

Business Days after receipt of such request whether it consents, in its sole

discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters

of Credit, as the case may be, in such requested currency.

respond to such request within the time period specified in the preceding

sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as

the case may be, to permit Eurocurrency Rate Loans to be made or Letters of

Credit to be issued in such requested currency. If the Administrative Agent and

all the Lenders consent to making Eurocurrency Rate Loans in such requested

currency, the Administrative Agent shall so notify the Company and such currency

shall thereupon be deemed for all purposes to be an Alternative Currency

hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans;

and if the Administrative Agent and the L/C Issuer consent to the issuance of

Letters of Credit in such requested currency, the Administrative Agent shall so

notify the Company and such currency shall thereupon be deemed for all purposes

to be an Alternative Currency hereunder for purposes of any Letter of Credit

issuances. If the Administrative Agent shall fail to obtain consent to any

request for an additional currency under this Section 1.05, the Administrative

Agent shall promptly so notify the Company. Any specified currency of an

Existing Letter of Credit that is neither Dollars nor one of the Alternative

Currencies specifically listed in the definition of "Alternative Currency" shall

be deemed an Alternative Currency with respect to such Existing Letter of Credit

only.

1.06 CHANGE OF CURRENCY. (a) Each obligation of the Borrowers to make a

payment denominated in the national currency unit of any member state of the

European Union that adopts the Euro as its lawful currency after the date hereof

shall be redenominated into Euro at the time of such adoption (in accordance

with the EMU Legislation). If, in relation to the currency of any such member

state, the basis of accrual of interest expressed in this Agreement in respect

of that currency shall be inconsistent with any convention or practice in the

London interbank market for the basis of accrual of interest in respect of the

Euro, such expressed basis

<PAGE>

shall be replaced by such convention or practice with effect from the date on

which such member state adopts the Euro as its lawful currency; provided that if

any Committed Borrowing in the currency of such member state is outstanding

immediately prior to such date, such replacement shall take effect, with respect

to such Committed Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable

changes of construction as the Administrative Agent may from time to time

specify to be appropriate to reflect the adoption of the Euro by any member

state of the European Union and any relevant market conventions or practices

relating to the Euro.

reasonable changes of construction as the Administrative Agent may from time to

time specify to be appropriate to reflect a change in currency of any other

country and any relevant market conventions or practices relating to the change

in currency.

1.07 TIMES OF DAY. Unless otherwise specified, all references herein to

times of day shall be references to Pacific time (daylight or standard, as

applicable), or Eastern Standard Time with respect to the Canadian Revolving

Credit Facility and notices to the Canadian Lender.

1.08 LETTER OF CREDIT AMOUNTS. Unless otherwise specified herein, the

amount of a Letter of Credit at any time shall be deemed to be the Dollar

Equivalent of the stated amount of such Letter of Credit in effect at such time;

provided, however, that with respect to any Letter of Credit that, by its terms

or the terms of any Issuer Document related thereto, provides for one or more

automatic increases in the stated amount thereof, the amount of such Letter of

Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount

of such Letter of Credit after giving effect to all such increases, whether or

not such maximum stated amount is in effect at such time.

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 REVOLVING CREDIT FACILITIES AND COMMITTED LOANS

(a) CREDIT FACILITIES.

(i) Subject to the terms and conditions set forth herein, the

Lenders agree to make available to the Company a $125,000,000 multiple advance

revolving credit facility (the "U.S. Revolving Credit Facility"). Subject to the

limitations imposed by the U.S. Revolver Ceiling, and by the Aggregate

Commitments as provided below, the Company may borrow under this facility, repay

and reborrow as provided below. If for any reason, the outstanding obligations

under the Revolving Credit Facility at any time exceed the U.S. Revolver

Ceiling, the Company shall immediately repay Loans and/or Cash Collateralize L/C

Obligations under this facility in an aggregate amount equal to such excess.

Each Borrowing hereunder shall be as provided in Section 2.02 below.

(ii) Subject to the terms and conditions set forth herein, the

Canadian Lender agrees to make available to TWI a CDN$30,000,000 multiple

advance revolving credit facility

<PAGE>

(the "Canadian Revolving Credit Facility"). Subject to the limitations imposed

by the Canadian Revolver Ceiling, and by the Aggregate Commitments as provided

below, TWI may borrow under this facility, repay and reborrow as provided below.

If for any reason, the outstanding obligations under the Canadian Revolving

Credit Facility at any time exceed the Canadian Revolver Ceiling, TWI shall

immediately repay Loans and/or Cash Collateralize L/C Obligations under this

facility in an aggregate amount equal to such excess. It is anticipated that the

Canadian Revolving Credit Facility will be used primarily by TWI to accommodate

Overdrafts. Overdrafts incurred by TWI shall constitute Borrowings under the

Canadian Revolving Credit Facility. Each Borrowing hereunder, other than the

accommodation of Overdrafts, shall be made as provided in Section 2.02 below.

TWI shall provide notice of Borrowings under this facility directly to the

Canadian Lender, and all payments made under this facility shall be made by TWI

directly to the Canadian Lender. Notwithstanding anything to the contrary

herein, all ordinary functions of a lender under the Canadian Revolving Credit

Facility, including, but not limited to, matters such as the processing of

notices pursuant to Section 2.02 below, payments and prepayments, and

determination of the interest rate, shall be the exclusive responsibility of the

Canadian Lender. All fees payable to the Canadian Lender shall be calculated by

the Canadian Lender and paid directly to the Canadian Lender by TWI. This

facility constitutes a renewal and amendment of an existing revolving credit

facility extended from the Canadian Lender to TWI.

(b) COMMITTED LOANS. Subject to the terms and conditions set forth herein,

each Lender severally agrees to make loans (each such loan, a "Committed Loan")

to the Borrowers in Dollars or in one or more Alternative Currencies from time

to time, on any Business Day during the Availability Period, in an aggregate

amount not to exceed at any time outstanding the amount of such Lender's

Commitment; provided, however, that after giving effect to any Committed

Borrowing, (i) the Total Outstandings shall not exceed the Aggregate

Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of

any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount

of all L/C Obligations, plus such Lender's Applicable Percentage of the

Outstanding Amount of all Swing Line Loans shall not exceed such Lender's

Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans

denominated in Alternative Currencies shall not exceed the Alternative Currency

Sublimit, and (iv) the outstanding obligations under either the U.S. Revolving

Credit Facility or the Canadian Revolving Credit Facility shall not exceed their

respective limits under the U.S. Revolver Ceiling or the Canadian Revolver

Ceiling. Within the limits of each Lender's Commitment, and subject to the other

terms and conditions hereof, the Borrowers may borrow under this Section 2.01,

prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans

may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

(a) Each Committed Borrowing, each conversion of Committed Loans from one

Type to the other, and each continuation of Eurocurrency Rate Loans shall be

made upon the Company's, or TWI's with respect to Borrowings which are not

Overdrafts under the Canadian Revolving Credit Facility, irrevocable notice to

the Administrative Agent, or the Canadian Lender, as appropriate, which may be

given by telephone. Each such notice must be received by the Administrative

Agent not later than 11:00 a.m. (i) three Business Days prior to the requested

date of any Borrowing of, conversion to or continuation of Eurocurrency Rate

Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans

denominated in

<PAGE>

Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business

Days in the case of a Special Notice Currency) prior to the requested date of

any Borrowing or continuation of Eurocurrency Rate Loans denominated in

Alternative Currencies, and (iii) on the requested date of any Borrowing of Base

Rate Committed Loans; provided, however, that if the Company wishes to request

Eurocurrency Rate Loans having an Interest Period other than seven (7) days,

fourteen (14) days, one, two, three or six months in duration as provided in the

definition of "Interest Period," the applicable notice must be received by the

Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to

the requested date of such Borrowing, conversion or continuation of Eurocurrency

Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business

days in the case of a Special Notice Currency) prior to the requested date of

such Borrowing, conversion or continuation of Eurocurrency Rate Loans

denominated in Alternative Currencies, whereupon the Administrative Agent shall

give prompt notice to the Lenders of such request and determine whether the

requested Interest Period is acceptable to all of them. Not later than 11:00

a.m., (i) three Business Days before the requested date of such Borrowing,

conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or

(ii) four Business Days (or five Business days in the case of a Special Notice

Currency) prior to the requested date of such Borrowing, conversion or

continuation of Eurocurrency Rate Loans denominated in Alternative Currencies,

the Administrative Agent shall notify the Company (which notice may be by

telephone) whether or not the requested Interest Period has been consented to by

all the Lenders. Each telephonic notice by the Company pursuant to this Section

2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a

written Committed Loan Notice, appropriately completed and signed by a

Responsible Officer of the Company. Each Borrowing of, conversion to or

continuation of Eurocurrency Rate Loans shall be in a principal amount of

$1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided

in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to

Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole

multiple of $100,000 in excess thereof. The amounts set forth above shall not

apply to Overdrafts under the Canadian Revolving Credit Facility. Each Committed

Loan Notice (whether telephonic or written) shall specify (i) whether the

Company is requesting a Committed Borrowing, a conversion of Committed Loans

from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii)

the requested date of the Borrowing, conversion or continuation, as the case may

be (which shall be a Business Day), (iii) the principal amount of Committed

Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans

to be borrowed or to which existing Committed Loans are to be converted, (v) if

applicable, the duration of the Interest Period with respect thereto, and (vi)

the currency of the Committed Loans to be borrowed. If the Company fails to

specify a currency in a Committed Loan Notice requesting a Borrowing, then the

Committed Loans so requested shall be made in Dollars. If the Company fails to

specify a Type of Committed Loan in a Committed Loan Notice or if the Company

fails to give a timely notice requesting a conversion or continuation, then the

applicable Committed Loans shall be made as, or converted to, Base Rate Loans;

provided, however, that in the case of a failure to timely request a

continuation of Committed Loans denominated in an Alternative Currency, such

Loans shall be continued as Eurocurrency Rate Loans in their original currency

with an Interest Period of one month. Any automatic conversion to Base Rate

Loans shall be effective as of the last day of the Interest Period then in

effect with respect to the applicable Eurocurrency Rate Loans. If the Company

requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate

Loans in any such Committed Loan Notice, but fails to specify an Interest

Period, it will be

<PAGE>

deemed to have specified an Interest Period of one month. No Committed Loan may

be converted into or continued as a Committed Loan denominated in a different

currency, but instead must be prepaid in the original currency of such Committed

Loan and reborrowed in the other currency.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent

shall promptly notify each Lender of the amount (and currency) of its Applicable

Percentage of the applicable Committed Loans, and if no timely notice of a

conversion or continuation is provided by the Company, the Administrative Agent

shall notify each Lender of the details of any automatic conversion to Base Rate

Loans or continuation of Committed Loans denominated in a currency other than

Dollars, in each case as described in the preceding subsection. In the case of a

Committed Borrowing, each Lender shall make the amount of its Committed Loan

available to the Administrative Agent in Same Day Funds at the Administrative

Agent's Office for the applicable currency not later than 11:00 a.m., in the

case of any Committed Loan denominated in Dollars, and not later than the

Applicable Time specified by the Administrative Agent in the case of any

Committed Loan in an Alternative Currency, in each case on the Business Day

specified in the applicable Committed Loan Notice. Upon satisfaction of the

applicable conditions set forth in Section 4.02 (and, if such Borrowing is the

initial Credit Extension, Section 4.01), the Administrative Agent shall make all

funds so received available to the Company or the other applicable Borrower in

like funds as received by the Administrative Agent either by (i) crediting the

account of such Borrower on the books of Bank of America with the amount of such

funds or (ii) wire transfer of such funds, in each case in accordance with

instructions provided to (and reasonably acceptable to) the Administrative Agent

by the Company; provided, however, that if, on the date the Committed Loan

Notice with respect to such Borrowing denominated in Dollars is given by the

Company, there are L/C Borrowings outstanding, then the proceeds of such

Borrowing, first, shall be applied to the payment in full of any such L/C

Borrowings, and, second, shall be made available to the applicable Borrower as

provided above.

continued or converted only on the last day of an Interest Period for such

Eurocurrency Rate Loan. During the existence of a Default, no Loans may be

requested as, converted to or continued as Eurocurrency Rate Loans (whether in

Dollars or any Alternative Currency) without the consent of the Required

Lenders, and the Required Lenders may demand that any or all of the then

outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be

prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent

thereof, on the last day of the then current Interest Period with respect

thereto.

(d) The Administrative Agent shall promptly notify the Company and the

Lenders of the interest rate applicable to any Interest Period for Eurocurrency

Rate Loans upon determination of such interest rate. At any time that Base Rate

Loans are outstanding, the Administrative Agent shall notify the Company and the

Lenders of any change in Bank of America's prime rate used in determining the

Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Committed Borrowings, all conversions of

Committed Loans from one Type to the other, and all continuations of Committed

Loans as the same Type, there shall not be more than eight Interest Periods in

effect with respect to Committed Loans.

<PAGE>

2.03 LETTERS OF CREDIT.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C

Issuer agrees, in reliance upon the agreements of the Lenders set forth in

this Section 2.03, (1) from time to time on any Business Day during the

period from the Closing Date until the Letter of Credit Expiration Date, to

issue Letters of Credit denominated in Dollars, Canadian Dollars, or in one

or more Alternative Currencies for the account of the Company or its

Subsidiaries, and to amend or extend Letters of Credit previously issued by

it, in accordance with subsection (b) below, and (2) to honor drawings

under the Letters of Credit; and (B) the Lenders severally agree to

participate in Letters of Credit issued for the account of the Company or

its Subsidiaries and any drawings thereunder, except for Letters of Credit

issued under the Canadian Revolving Credit Facility which shall be issued

by the Canadian Lender without the participation of the other Lenders;

provided that after giving effect to any L/C Credit Extension with respect

to any Letter of Credit, (x) the Total Outstandings under the U.S.

Revolving Credit Facility or the Canadian Revolving Credit Facility shall

not exceed the U.S. Revolver Ceiling or the Canadian Revolver Ceiling,

respectively, (y) the aggregate Outstanding Amount of the Committed Loans

of any Lender, plus such Lender's Applicable Percentage of the Outstanding

Amount of all L/C Obligations, plus such Lender's Applicable Percentage of

the Outstanding Amount of all Swing Line Loans shall not exceed such

Lender's Commitment, and (z) the Outstanding Amount of the L/C Obligations

shall not exceed the U.S. Letter of Credit Sublimit or the Canadian Letter

of Credit Sublimit, as appropriate. Each request by the Company for the

issuance or amendment of a Letter of Credit shall be deemed to be a

representation by the Company that the L/C Credit Extension so requested

complies with the conditions set forth in the proviso[s] to the preceding

sentence. Within the foregoing limits, and subject to the terms and

conditions hereof, the Company's ability to obtain Letters of Credit shall

be fully revolving, and accordingly the Company may, during the foregoing

period, obtain Letters of Credit to replace Letters of Credit that have

expired or that have been drawn upon and reimbursed. All Existing Letters

of Credit shall be deemed to have been issued pursuant hereto, and from and

after the Closing Date shall be subject to and governed by the terms and

conditions hereof.

(ii) The L/C Issuer shall not issue any Letter of Credit, if:

(A) the expiry date of such requested Letter of Credit would

occur after the Letter of Credit Expiration Date, unless all the

Lenders have approved such expiry date.

(iii) The L/C Issuer shall not be under any obligation to issue any

Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority

or arbitrator shall by its terms purport to enjoin or restrain the L/C

Issuer from issuing such Letter of Credit, or any Law applicable to

the L/C Issuer or any

<PAGE>

request or directive (whether or not having the force of law) from any

Governmental Authority with jurisdiction over the L/C Issuer shall

prohibit, or request that the L/C Issuer refrain from, the issuance of

letters of credit generally or such Letter of Credit in particular or

shall impose upon the L/C Issuer with respect to such Letter of Credit

any restriction, reserve or capital requirement (for which the L/C

Issuer is not otherwise compensated hereunder) not in effect on the

Closing Date, or shall impose upon the L/C Issuer any unreimbursed

loss, cost or expense which was not applicable on the Closing Date and

which the L/C Issuer in good faith deems material to it;

(B) the issuance of such Letter of Credit would violate one or

more policies of the L/C Issuer;

the L/C Issuer, such Letter of Credit is in an initial stated amount

less than $100,000, in the case of a commercial Letter of Credit, or

$250,000, in the case of a standby Letter of Credit; or CDN $100,000

and CDN $250,000, respectively, with regard to such Letters of Credit

based under the Canadian Revolving Credit Facility;

(D) except as otherwise agreed by the Administrative Agent and

the L/C Issuer, such Letter of Credit is to be denominated in a

currency other than Dollars or an Alternative Currency;

(E) the L/C Issuer does not as of the issuance date of such

requested Letter of Credit issue Letters of Credit in the requested

currency;

(F) such Letter of Credit contains any provisions for automatic

reinstatement of the stated amount after any drawing thereunder; or

(G) a default of any Lender's obligations to fund under Section

2.03(c) exists or any Lender is at such time a Defaulting Lender

hereunder, unless the L/C Issuer has entered into satisfactory

arrangements with the Company or such Lender to eliminate the L/C

Issuer's risk with respect to such Lender.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C

Issuer would not be permitted at such time to issue such Letter of Credit

in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of

Credit if (A) the L/C Issuer would have no obligation at such time to issue

such Letter of Credit in its amended form under the terms hereof, or (B)

the beneficiary of such Letter of Credit does not accept the proposed

amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Lenders with respect to

any Letters of Credit issued by it and the documents associated therewith,

and the L/C Issuer shall have all of the benefits and immunities (A)

provided to the Administrative Agent in Article IX with respect to any acts

taken or omissions suffered by the L/C Issuer in connection with Letters of

Credit issued by it or proposed to be issued by it and Issuer

<PAGE>

Documents pertaining to such Letters of Credit as fully as if the term

"Administrative Agent" as used in Article IX included the L/C Issuer with

respect to such acts or omissions, and (B) as additionally provided herein

with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit;

Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may

be, upon the request of the Company delivered to the L/C Issuer (with a

copy to the Administrative Agent) in the form of a Letter of Credit

Application, appropriately completed and signed by a Responsible Officer of

the Company. Such Letter of Credit Application must be received by the L/C

Issuer and the Administrative Agent not later than 10:00 a.m. at least two

Business Days (or such later date and time as the Administrative Agent and

the L/C Issuer may agree in a particular instance in their sole discretion)

prior to the proposed issuance date or date of amendment, as the case may

be. In the case of a request for an initial issuance of a Letter of Credit,

such Letter of Credit Application shall specify in form and detail

reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date

of the requested Letter of Credit (which shall be a Business Day); (B) the

amount and currency thereof; (C) the expiry date thereof; (D) the name and

address of the beneficiary thereof; (E) the documents to be presented by

such beneficiary in case of any drawing thereunder; (F) the full text of

any certificate to be presented by such beneficiary in case of any drawing

thereunder; and (G) such other matters as the L/C Issuer may require. In

the case of a request for an amendment of any outstanding Letter of Credit,

such Letter of Credit Application shall specify in form and detail

reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be

amended; (B) the proposed date of amendment thereof (which shall be a

Business Day); (C) the nature of the proposed amendment; and (D) such other

matters as the L/C Issuer may require. Additionally, the Company shall

furnish to the L/C Issuer and the Administrative Agent such other documents

and information pertaining to such requested Letter of Credit issuance or

amendment, including any Issuer Documents, as the L/C Issuer or the

Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the

L/C Issuer will confirm with the Administrative Agent (by telephone or in

writing) that the Administrative Agent has received a copy of such Letter

of Credit Application from the Company and, if not, the L/C Issuer will

provide the Administrative Agent with a copy thereof. Unless the L/C Issuer

has received written notice from any Lender, the Administrative Agent or

any Loan Party, at least one Business Day prior to the requested date of

issuance or amendment of the applicable Letter of Credit, that one or more

applicable conditions contained in Article IV shall not then be satisfied,

then, subject to the terms and conditions hereof, the L/C Issuer shall, on

the requested date, issue a Letter of Credit for the account of the Company

(or the applicable Subsidiary) or enter into the applicable amendment, as

the case may be, in each case in accordance with the L/C Issuer's usual and

customary business practices. Immediately upon the issuance of each Letter

of Credit, each Lender shall be deemed to, and hereby irrevocably and

unconditionally agrees to, purchase from the L/C Issuer a risk

participation in such Letter

<PAGE>

of Credit in an amount equal to the product of such Lender's Applicable

Percentage times the amount of such Letter of Credit.

(iii) If the Company or TWI so requests in any applicable Letter of

Credit Application, the L/C Issuer may, in its sole and absolute

discretion, agree to issue a Letter of Credit that has automatic extension

provisions (each, an "Auto-Extension Letter of Credit"); provided that any

such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent

any such extension at least once in each twelve-month period (commencing

with the date of issuance of such Letter of Credit) by giving prior notice

to the beneficiary thereof not later than a day (the "Non-Extension Notice

Date") in each such twelve-month period to be agreed upon at the time such

Letter of Credit is issued. Unless otherwise directed by the L/C Issuer,

the Company shall not be required to make a specific request to the L/C

Issuer for any such extension. Once an Auto-Extension Letter of Credit has

been issued, the Lenders shall be deemed to have authorized (but may not

require) the L/C Issuer to permit the extension of such Letter of Credit at

any time to an expiry date not later than the Letter of Credit Expiration

Date; provided, however, that the L/C Issuer shall not permit any such

extension if (A) the L/C Issuer has determined that it would not be

permitted, or would have no obligation, at such time to issue such Letter

of Credit in its revised form (as extended) under the terms hereof (by

reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or

otherwise), or (B) it has received notice (which may be by telephone or in

writing) on or before the day that is five Business Days before the

Non-Extension Notice Date (1) from the Administrative Agent that the

Required Lenders have elected not to permit such extension or (2) from the

Administrative Agent, any Lender or the Company that one or more of the

applicable conditions specified in Section 4.02 is not then satisfied, and

in each such case directing the L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any

amendment to a Letter of Credit to an advising bank with respect thereto or

to the beneficiary thereof, the L/C Issuer will also deliver to the Company

and the Administrative Agent a true and complete copy of such Letter of

Credit or amendment.

(i) Upon receipt from the beneficiary of any Letter of Credit of any

notice of a drawing under such Letter of Credit, the L/C Issuer shall

notify the Company, or TWI, as applicable, and the Administrative Agent

thereof. In the case of a Letter of Credit denominated in an Alternative

Currency, the Company, or TWI, as applicable, shall reimburse the L/C

Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its

option) shall have specified in such notice that it will require

reimbursement in Dollars, or (B) in the absence of any such requirement for

reimbursement in Dollars, the Company, or TWI, as applicable, shall have

notified the L/C Issuer promptly following receipt of the notice of drawing

that the Company, or TWI, as applicable, will reimburse the L/C Issuer in

Dollars, or Canadian Dollars, as applicable. In the case of any such

reimbursement in Dollars, or Canadian Dollars, as applicable, of a drawing

under a Letter of Credit denominated in an Alternative Currency, the L/C

Issuer shall notify the Company, or TWI, as applicable, of the Dollar

Equivalent, or Canadian Dollar Equivalent

<PAGE>

as applicable, of the amount of the drawing promptly following the

determination thereof. Not later than 10:00 a.m. on the date of any payment

by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or

the Applicable Time on the date of any payment by the L/C Issuer under a

Letter of Credit to be reimbursed in an Alternative Currency (each such

date, an "Honor Date"), the Company, or TWI, as applicable, shall reimburse

the L/C Issuer through the Administrative Agent, or the Canadian Lender

directly, as applicable, in an amount equal to the amount of such drawing

and in the applicable currency. If the applicable Letter of Credit is under

the U.S. Revolving Credit Facility and the Company fails to so reimburse

the L/C Issuer by such time, the Administrative Agent shall promptly notify

each Lender of the Honor Date, the amount of the unreimbursed drawing

(expressed in Dollars in the amount of the Dollar Equivalent thereof in the

case of a Letter of Credit denominated in an Alternative Currency) (the

"Unreimbursed Amount"), and the amount of such Lender's Applicable

Percentage thereof. In such event, the Company, or TWI, as applicable,

shall be deemed to have requested a Committed Borrowing of Base Rate Loans

to be disbursed on the Honor Date in an amount equal to the Unreimbursed

Amount, without regard to the minimum and multiples specified in Section

2.02 for the principal amount of Base Rate Loans, but subject to the amount

of the unutilized portion of the Aggregate Commitments and the conditions

set forth in Section 4.02 (other than the delivery of a Committed Loan

Notice). In no event may the Company, or TWI, as applicable, extend the

time for reimbursing any drawing under a commercial Letter of Credit by

obtaining a banker's acceptance from the L/C Issuer. Any notice given by

the L/C Issuer or the Administrative Agent pursuant to this Section

2.03(c)(i) may be given by telephone if immediately confirmed in writing;

provided that the lack of such an immediate confirmation shall not affect

the conclusiveness or binding effect of such notice.

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i)

make funds available to the Administrative Agent for the account of the L/C

Issuer, in Dollars, at the Administrative Agent's Office for

Dollar-denominated payments in an amount equal to its Applicable Percentage

of the Unreimbursed Amount not later than 10:00 a.m. on the Business Day

specified in such notice by the Administrative Agent, whereupon, subject to

the provisions of Section 2.03(c)(iii), each Lender that so makes funds

available shall be deemed to have made a Base Rate Committed Loan to the

Company in such amount. The Administrative Agent shall remit the funds so

received to the L/C Issuer in Dollars.

(iii) With respect to any Unreimbursed Amount that is not fully

refinanced by a Committed Borrowing of Base Rate Loans because the

conditions set forth in Section 4.02 cannot be satisfied or for any other

reason, the Company, or TWI, as applicable, shall be deemed to have

incurred from the L/C Issuer an L/C Borrowing in the amount of the

Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be

due and payable on demand (together with interest) and shall bear interest

at the Default Rate. In such event, each Lender's payment to the

Administrative Agent for the account of the L/C Issuer pursuant to Section

2.03(c)(ii) shall be deemed payment in respect of its participation in such

L/C Borrowing and shall constitute an L/C Advance from such Lender in

satisfaction of its participation obligation under this Section 2.03.

<PAGE>

(iv) Until each Lender funds its Committed Loan or L/C Advance

pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount

drawn under any Letter of Credit, and in any event with respect to an L/C

Advance on behalf of TWI, interest in respect of such Lender's Applicable

Percentage of such amount shall be solely for the account of the L/C

Issuer.

(v) Each Lender's obligation to make Committed Loans or L/C Advances

to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as

contemplated by this Section 2.03(c), with regard to Letters of Credit

under the U.S. Revolving Line of Credit, shall be absolute and

unconditional and shall not be affected by any circumstance, including (A)

any setoff, counterclaim, recoupment, defense or other right which such

Lender may have against the L/C Issuer, the Company, any Subsidiary or any

other Person for any reason whatsoever; (B) the occurrence or continuance

of a Default, or (C) any other occurrence, event or condition, whether or

not similar to any of the foregoing; provided, however, that each Lender's

obligation to make Committed Loans pursuant to this Section 2.03(c) is

subject to the conditions set forth in Section 4.02 (other than delivery by

the Company of a Committed Loan Notice). No such making of an L/C Advance

shall relieve or otherwise impair the obligation of the Company to

reimburse the L/C Issuer for the amount of any payment made by the L/C

Issuer under any Letter of Credit, together with interest as provided

herein.

(vi) If any Lender fails to make available to the Administrative Agent

for the account of the L/C Issuer any amount required to be paid by such

Lender pursuant to the foregoing provisions of this Section 2.03(c) by the

time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to

recover from such Lender (acting through the Administrative Agent), on

demand, such amount with interest thereon for the period from the date such

payment is required to the date on which such payment is immediately

available to the L/C Issuer at a rate per annum equal to the applicable

Overnight Rate from time to time in effect. A certificate of the L/C Issuer

submitted to any Lender (through the Administrative Agent) with respect to

any amounts owing under this clause (vi) shall be conclusive absent

manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any

Letter of Credit and has received from any Lender such Lender's L/C Advance

in respect of such payment in accordance with Section 2.03(c), if the

Administrative Agent receives for the account of the L/C Issuer any payment

in respect of the related Unreimbursed Amount or interest thereon (whether

directly from the Company or otherwise, including proceeds of Cash

Collateral applied thereto by the Administrative Agent), the Administrative

Agent will distribute to such Lender its Applicable Percentage thereof

(appropriately adjusted, in the case of interest payments, to reflect the

period of time during which such Lender's L/C Advance was outstanding) in

Dollars and in the same funds as those received by the Administrative

Agent.

(ii) If any payment received by the Administrative Agent for the

account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be

returned under any of the

<PAGE>

circumstances described in Section 10.05 (including pursuant to any

settlement entered into by the L/C Issuer in its discretion), each Lender

shall pay to the Administrative Agent for the account of the L/C Issuer its

Applicable Percentage thereof on demand of the Administrative Agent, plus

interest thereon from the date of such demand to the date such amount is

returned by such Lender, at a rate per annum equal to the applicable

Overnight Rate from time to time in effect. The obligations of the Lenders

under this clause shall survive the payment in full of the Obligations and

the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Company, and TWI, as

applicable, to reimburse the L/C Issuer for each drawing under each Letter of

Credit and to repay each L/C Borrowing shall be absolute, unconditional and

irrevocable, and shall be paid strictly in accordance with the terms of this

Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit,

this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or

other right that the Company or any Subsidiary may have at any time against

any beneficiary or any transferee of such Letter of Credit (or any Person

for whom any such beneficiary or any such transferee may be acting), the

L/C Issuer or any other Person, whether in connection with this Agreement,

the transactions contemplated hereby or by such Letter of Credit or any

agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under

such Letter of Credit proving to be forged, fraudulent, invalid or

insufficient in any respect or any statement therein being untrue or

inaccurate in any respect; or any loss or delay in the transmission or

otherwise of any document required in order to make a drawing under such

Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against

presentation of a draft or certificate that does not strictly comply with

the terms of such Letter of Credit; or any payment made by the L/C Issuer

under such Letter of Credit to any Person purporting to be a trustee in

bankruptcy, debtor-in-possession, assignee for the benefit of creditors,

liquidator, receiver or other representative of or successor to any

beneficiary or any transferee of such Letter of Credit, including any

arising in connection with any proceeding under any Debtor Relief Law;

(v) any adverse change in the relevant exchange rates or in the

availability of the relevant Alternative Currency to the Company or any

Subsidiary or in the relevant currency markets generally; or

(vi) any other circumstance or happening whatsoever, whether or not

similar to any of the foregoing, including any other circumstance that

might otherwise constitute a defense available to, or a discharge of, the

Company or any Subsidiary.

The Company, or TWI, as applicable, shall promptly examine a copy of each

Letter of Credit and each amendment thereto that is delivered to it and, in the

event of any claim of

<PAGE>

noncompliance with the Company's instructions or other irregularity, the

Company, or TWI, as applicable, will promptly notify the L/C Issuer. The

Company, or TWI, as applicable, shall be conclusively deemed to have waived any

such claim against the L/C Issuer and its correspondents unless such notice is

given as aforesaid.

(f) Role of L/C Issuer. Each Lender, the Company and TWI agree that, in

paying any drawing under a Letter of Credit, the L/C Issuer shall not have any

responsibility to obtain any document (other than any sight draft, certificates

and documents expressly required by the Letter of Credit) or to ascertain or

inquire as to the validity or accuracy of any such document or the authority of

the Person executing or delivering any such document. None of the L/C Issuer,

the Administrative Agent, any of their respective Related Parties nor any

correspondent, participant or assignee of the L/C Issuer shall be liable to any

Lender for (i) any action taken or omitted in connection herewith at the request

or with the approval of the Lenders or the Required Lenders, as applicable; (ii)

any action taken or omitted in the absence of gross negligence or willful

misconduct; or (iii) the due execution, effectiveness, validity or

enforceability of any document or instrument related to any Letter of Credit or

Issuer Document. The Company, or TWI, as applicable, hereby assumes all risks of

the acts or omissions of any beneficiary or transferee with respect to its use

of any Letter of Credit; provided, however, that this assumption is not intended

to, and shall not, preclude the Company's, or TWI's, as applicable, pursuing

such rights and remedies as it may have against the beneficiary or transferee at

law or under any other agreement. None of the L/C Issuer, the Administrative

Agent, any of their respective Related Parties nor any correspondent,

participant or assignee of the L/C Issuer shall be liable or responsible for any

of the matters described in clauses (i) through (vi) of Section 2.03(e);

provided, however, that anything in such clauses to the contrary

notwithstanding, the Company, or TWI, as applicable, may have a claim against

the L/C Issuer, and the L/C Issuer may be liable to the Company, or TWI, as

applicable, to the extent, but only to the extent, of any direct, as opposed to

consequential or exemplary, damages suffered by the Company, or TWI, as

applicable, which the Company, or TWI, as applicable, proves were caused by the

L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's wrongful

failure to pay under any Letter of Credit after the presentation to it by the

beneficiary of a sight draft and certificate(s) strictly complying with the

terms and conditions of a Letter of Credit. In furtherance and not in limitation

of the foregoing, the L/C Issuer may accept documents that appear on their face

to be in order, without responsibility for further investigation, regardless of

any notice or information to the contrary, and the L/C Issuer shall not be

responsible for the validity or sufficiency of any instrument transferring or

assigning or purporting to transfer or assign a Letter of Credit or the rights

or benefits thereunder or proceeds thereof, in whole or in part, which may prove

to be invalid or ineffective for any reason.

(g) Cash Collateral. (i) Upon the request of the Administrative Agent, or

the Canadian Lender, as applicable, if, as of the Letter of Credit Expiration

Date, any L/C Obligation for any reason remains outstanding, the Company shall,

in each case, immediately Cash Collateralize the then Outstanding Amount of all

L/C Obligations.

(ii) In addition, if the Administrative Agent or the Canadian Lender

notifies the Company or TWI at any time that the Outstanding Amount of all

L/C Obligations at such time exceeds the U.S. Letter of Credit Sublimit or

the Canadian Letter of Credit Sublimit then in effect, then, within two

Business Days after receipt of such notice, the

<PAGE>

Company shall Cash Collateralize the L/C Obligations in an amount equal to

the amount by which the Outstanding Amount of all L/C Obligations exceeds

the U.S. Letter of Credit Sublimit or the Canadian Letter of Credit

Sublimit, as applicable.

(iii) The Administrative Agent or the Canadian Lender may, at any time

and from time to time after the initial deposit of Cash Collateral, request

that additional Cash Collateral be provided in order to protect against the

results of exchange rate fluctuations.

(iv) Sections 2.05 and 8.02(c) set forth certain additional

requirements to deliver Cash Collateral hereunder. For purposes of this

Section 2.03, Section 2.05 and Section 8.02(c), "Cash Collateralize" means

to pledge and deposit with or deliver to the Administrative Agent, for the

benefit of the L/C Issuer and the Lenders, as collateral for the L/C

Obligations, cash or deposit account balances pursuant to documentation in

form and substance reasonably satisfactory to the Administrative Agent and

the L/C Issuer (which documents are hereby consented to by the Lenders).

Derivatives of such term have corresponding meanings. The Company hereby

grants to the Administrative Agent, for the benefit of the L/C Issuer and

the Lenders, a security interest in all such cash, deposit accounts and all

balances therein and all proceeds of the foregoing. Cash Collateral shall

be maintained in blocked, non-interest bearing deposit accounts at Bank of

America.

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the

L/C Issuer and the Company when a Letter of Credit is issued (including any such

agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP

shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform

Customs and Practice for Documentary Credits, as most recently published by the

International Chamber of Commerce at the time of issuance shall apply to each

commercial Letter of Credit.

(i) Letter of Credit Fees. With regard to Letters of Credit issued under

the U.S. Revolving Credit Facility, the Company shall pay to the Administrative

Agent for the account of each Lender in accordance with its Applicable

Percentage, in Dollars, a Letter of Credit fee (the "Letter of Credit Fee") (i)

for each commercial Letter of Credit equal to 0.125% of 1% per annum times the

Dollar Equivalent of the daily amount available to be drawn under such Letter of

Credit, and (ii) for each standby Letter of Credit equal to the Applicable Rate

times the Dollar Equivalent of the daily amount available to be drawn under such

Letter of Credit. With regard to any Letters of Credit issued under the Canadian

Revolving Credit Facility, TWI shall pay the equivalent amounts as provided

above in Canadian Dollars to the Canadian Lender. For purposes of computing the

daily amount available to be drawn under any Letter of Credit, the amount of

such Letter of Credit shall be determined in accordance with Section 1.08.

Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and

(ii) due and payable on the first Business Day after the end of each March,

June, September and December, commencing with the first such date to occur after

the issuance of such Letter of Credit, on the Letter of Credit Expiration Date

and thereafter on demand. If there is any change in the Applicable Rate during

any quarter, the daily amount available to be drawn under each standby Letter of

Credit shall be computed and multiplied by the Applicable Rate separately for

each period during such quarter that such Applicable Rate was in effect.

Notwithstanding anything to the contrary contained

<PAGE>

herein, upon the request of the Required Lenders, while any Event of Default

exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C

Issuer. The Company, or TWI, as applicable, shall pay directly to the L/C Issuer

for its own account, in Dollars, or Canadian Dollars, as applicable, a fronting

fee (i) with respect to each commercial Letter of Credit, at the rate specified

in the Fee Letter, computed on the Dollar Equivalent, or Canadian Dollar

Equivalent, as applicable, of the amount of such Letter of Credit, and payable

upon the issuance thereof, (ii) with respect to any amendment of a commercial

Letter of Credit increasing the amount of such Letter of Credit, at a rate

separately agreed between the Company and the L/C Issuer, computed on the Dollar

Equivalent, or Canadian Dollar Equivalent, as applicable, of the amount of such

increase, and payable upon the effectiveness of such amendment, and (iii) with

respect to each standby Letter of Credit, at the rate per annum specified in the

Fee Letter, computed on the Dollar Equivalent, or the Canadian Dollar

Equivalent, as applicable, of the daily amount available to be drawn under such

Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due

and payable on the tenth Business Day after the end of each March, June,

September and December in respect of the most recently-ended quarterly period

(or portion thereof, in the case of the first payment), commencing with the

first such date to occur after the issuance of such Letter of Credit, on the

Letter of Credit Expiration Date and thereafter on demand. For purposes of

computing the daily amount available to be drawn under any Letter of Credit, the

amount of such Letter of Credit shall be determined in accordance with Section

1.08. In addition, the Company, or TWI, as applicable, shall pay directly to the

L/C Issuer for its own account, in Dollars, or Canadian Dollars, as applicable,

the customary issuance, presentation, amendment and other processing fees, and

other standard costs and charges, of the L/C Issuer relating to letters of

credit as from time to time in effect. Such customary fees and standard costs

and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict between

the terms hereof and the terms of any Issuer Document, the terms hereof shall

control.

(l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a

Letter of Credit issued or outstanding hereunder is in support of any

obligations of, or is for the account of, a Subsidiary, the Company shall be

obligated to reimburse the L/C Issuer hereunder for any and all drawings under

such Letter of Credit. The Company hereby acknowledges that the issuance of

Letters of Credit for the account of Subsidiaries inures to the benefit of the

Company, and that the Company's business derives substantial benefits from the

businesses of such Subsidiaries.

2.04 SWING LINE LOANS.

(a) The Swing Line. Subject to the terms and conditions set forth herein,

the Swing Line Lender agrees, in reliance upon the agreements of the other

Lenders set forth in this Section 2.04, to make loans in Dollars (each such

loan, a "Swing Line Loan") to the Company from time to time on any Business Day

during the Availability Period in an aggregate amount not to exceed at any time

outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that

such Swing Line Loans, when aggregated with the Applicable Percentage of the

Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting

as Swing Line Lender,

<PAGE>

may exceed the amount of such Lender's Commitment; provided, however, that after

giving effect to any Swing Line Loan, (i) the Total Outstandings under the U.S.

Revolving Credit Facility shall not exceed the U.S. Revolver Ceiling, and (ii)

the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such

Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,

plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing

Line Loans shall not exceed such Lender's Commitment, and provided, further,

that (i) the Company shall not use the proceeds of any Swing Line Loan to

refinance any outstanding Swing Line Loan. Within the foregoing limits, and

subject to the other terms and conditions hereof, the Company may borrow under

this Section 2.04, prepay under Section 2.05, and reborrow under this Section

2.04. Notwithstanding the Company's ability to borrow and reborrow hereunder,

each Swing Line Loan shall be repaid in full not later than ten (10) Business

Days after the date such loan was made. Each Swing Line Loan shall bear interest

at a rate equal to the Base Rate minus one percent (1.0%). Immediately upon the

making of a Swing Line Loan, each Lender shall be deemed to, and hereby

irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a

risk participation in such Swing Line Loan in an amount equal to the product of

such Lender's Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the

Company's irrevocable notice to the Swing Line Lender and the Administrative

Agent, which may be given by telephone. Each such notice must be received by the

Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the

requested borrowing date, and shall specify (i) the amount to be borrowed, which

shall be a minimum of $100,000, and (ii) the requested borrowing date, which

shall be a Business Day. Each such telephonic notice must be confirmed promptly

by delivery to the Swing Line Lender and the Administrative Agent of a written

Swing Line Loan Notice, appropriately completed and signed by a Responsible

Officer of the Company. Promptly after receipt by the Swing Line Lender of any

telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the

Administrative Agent (by telephone or in writing) that the Administrative Agent

has also received such Swing Line Loan Notice and, if not, the Swing Line Lender

will notify the Administrative Agent (by telephone or in writing) of the

contents thereof. Unless the Swing Line Lender has received notice (by telephone

or in writing) from the Administrative Agent (including at the request of any

Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)

directing the Swing Line Lender not to make such Swing Line Loan as a result of

the limitations set forth in the proviso to the first sentence of Section

2.04(a), or (B) that one or more of the applicable conditions specified in

Article IV is not then satisfied, then, subject to the terms and conditions

hereof, the Swing Line Lender will, not later than 2:00 p.m. on the borrowing

date specified in such Swing Line Loan Notice, make the amount of its Swing Line

Loan available to the Company at its office by crediting the account of the

Company on the books of the Swing Line Lender in Same Day Funds.

(i) The Swing Line Lender at any time in its sole and absolute

discretion may request, on behalf of the Company (which hereby irrevocably

authorizes the Swing Line Lender to so request on its behalf), that each

Lender make a Base Rate Committed Loan in an amount equal to such Lender's

Applicable Percentage of the amount of Swing Line

<PAGE>

Loans then outstanding. Such request shall be made in writing (which

written request shall be deemed to be a Committed Loan Notice for purposes

hereof) and in accordance with the requirements of Section 2.02, without

regard to the minimum and multiples specified therein for the principal

amount of Base Rate Loans, but subject to the unutilized portion of the

Aggregate Commitments and the conditions set forth in Section 4.02. The

Swing Line Lender shall furnish the Company with a copy of the applicable

Committed Loan Notice promptly after delivering such notice to the

Administrative Agent. Each Lender shall make an amount equal to its

Applicable Percentage of the amount specified in such Committed Loan Notice

available to the Administrative Agent in Same Day Funds for the account of

the Swing Line Lender at the Administrative Agent's Office for

Dollar-denominated payments not later than 10:00 a.m. on the day specified

in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),

each Lender that so makes funds available shall be deemed to have made a

Base Rate Committed Loan to the Company in such amount. The Administrative

Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by

such a Committed Borrowing in accordance with Section 2.04(c)(i), the

request for Base Rate Committed Loans submitted by the Swing Line Lender as

set forth herein shall be deemed to be a request by the Swing Line Lender

that each of the Lenders fund its risk participation in the relevant Swing

Line Loan and each Lender's payment to the Administrative Agent for the

account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be

deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative

Agent for the account of the Swing Line Lender any amount required to be

paid by such Lender pursuant to the foregoing provisions of this Section

2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender

shall be entitled to recover from such Lender (acting through the

Administrative Agent), on demand, such amount with interest thereon for the

period from the date such payment is required to the date on which such

payment is immediately available to the Swing Line Lender at a rate per

annum equal to the applicable Overnight Rate from time to time in effect. A

certificate of the Swing Line Lender submitted to any Lender (through the

Administrative Agent) with respect to any amounts owing under this clause

(iii) shall be conclusive absent manifest error.

(iv) Each Lender's obligation to make Committed Loans or to purchase

and fund risk participations in Swing Line Loans pursuant to this Section

2.04(c) shall be absolute and unconditional and shall not be affected by

any circumstance, including (A) any setoff, counterclaim, recoupment,

defense or other right which such Lender may have against the Swing Line

Lender, the Company or any other Person for any reason whatsoever, (B) the

occurrence or continuance of a Default, or (C) any other occurrence, event

or condition, whether or not similar to any of the foregoing; provided,

however, that each Lender's obligation to make Committed Loans pursuant to

this Section 2.04(c) is subject to the conditions set forth in Section

4.02. No such funding of risk participations shall relieve or otherwise

impair the obligation of the Company to repay Swing Line Loans, together

with interest as provided herein.

<PAGE>

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk

participation in a Swing Line Loan, if the Swing Line Lender receives any

payment on account of such Swing Line Loan, the Swing Line Lender will

distribute to such Lender its Applicable Percentage of such payment

(appropriately adjusted, in the case of interest payments, to reflect the

period of time during which such Lender's risk participation was funded) in

the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of

principal or interest on any Swing Line Loan is required to be returned by

the Swing Line Lender under any of the circumstances described in Section

10.05 (including pursuant to any settlement entered into by the Swing Line

Lender in its discretion), each Lender shall pay to the Swing Line Lender

its Applicable Percentage thereof on demand of the Administrative Agent,

plus interest thereon from the date of such demand to the date such amount

is returned, at a rate per annum equal to the applicable Overnight Rate.

The Administrative Agent will make such demand upon the request of the

Swing Line Lender. The obligations of the Lenders under this clause shall

survive the payment in full of the Obligations and the termination of this

Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall

be responsible for invoicing the Company for interest on the Swing Line Loans.

Until each Lender funds its Base Rate Committed Loan or risk participation

pursuant to this Section 2.04 to refinance such Lender's Applicable Percentage

of any Swing Line Loan, interest in respect of such Applicable Percentage shall

be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Company shall make all

payments of principal and interest in respect of the Swing Line Loans directly

to the Swing Line Lender.

2.05 SECURITY. All Obligations of Borrowers under this Agreement, all other

Loan Documents, and any obligations arising pursuant to a Swap Contract, shall

be secured by the Collateral in accordance with the Loan Documents.

2.06 PREPAYMENTS. (a) Each Borrower may, upon notice from the Company to

the Administrative Agent, at any time or from time to time voluntarily prepay

Committed Loans in whole or in part without premium or penalty; provided that

(i) such notice must be received by the Administrative Agent not later than

10:00 a.m. (A) three Business Days prior to any date of prepayment of

Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five,

in the case of prepayment of Loans denominated in Special Notice Currencies)

prior to any date of prepayment of Eurocurrency Rate Loans denominated in

Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed

Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars

shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000

in excess thereof; and (iii) any prepayment of Eurocurrency Rate Loans

denominated in Alternative Currencies shall be in a minimum principal amount of

$1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice

shall specify the date and amount of such prepayment and the Type(s) of

Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the

Interest Period(s) of such Loans. The

<PAGE>

Administrative Agent will promptly notify each Lender of its receipt of each

such notice, and of the amount of such Lender's Applicable Percentage of such

prepayment. If such notice is given by the Company, the applicable Borrower

shall make such prepayment and the payment amount specified in such notice shall

be due and payable on the date specified therein. Any prepayment of a

Eurocurrency Rate Loan shall be accompanied by all accrued interest on the

amount prepaid, together with any additional amounts required pursuant to

Section 3.05. Each such prepayment shall be applied to the Committed Loans of

the Lenders in accordance with their respective Applicable Percentages.

(b) The Company may, upon notice to the Swing Line Lender (with a copy to

the Administrative Agent), at any time or from time to time, voluntarily prepay

Swing Line Loans in whole or in part without premium or penalty; provided that

(i) such notice must be received by the Swing Line Lender and the Administrative

Agent not later than 10:00 a.m. on the date of the prepayment, and (ii) any such

prepayment shall be in a minimum principal amount of $100,000. Each such notice

shall specify the date and amount of such prepayment. If such notice is given by

the Company, the Company shall make such prepayment and the payment amount

specified in such notice shall be due and payable on the date specified therein.

Total Outstandings under either the U.S. Revolving Credit Facility or the

Canadian Revolving Credit Facility at such time exceed the U.S. Revolver Ceiling

or the Canadian Revolver Ceiling, respectively, or the Aggregate Commitments

then in effect, then, within two Business Days after receipt of such notice, the

Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C

Obligations in an aggregate amount sufficient to reduce such Outstanding Amount

as of such date of payment to an amount not to exceed 100% of the U.S. Revolver

Ceiling or the Canadian Revolver Ceiling, respectively, or the Aggregate

Commitments then in effect; provided, however, that, subject to the provisions

of Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize

the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment

in full of the Loans the Total Outstandings exceed the U.S. Revolver Ceiling or

the Canadian Revolver Ceiling, respectively, or the Aggregate Commitments then

in effect. The Administrative Agent may, at any time and from time to time after

the initial deposit of such Cash Collateral, request that additional Cash

Collateral be provided in order to protect against the results of further

exchange rate fluctuations.

(d) If the Administrative Agent notifies the Company at any time that the

Outstanding Amount of all Loans denominated in Alternative Currencies at such

time exceeds the Alternative Currency Sublimit then in effect, then, within two

Business Days after receipt of such notice, the Borrowers shall prepay Loans in

an aggregate amount sufficient to reduce such Outstanding Amount as of such date

of payment to an amount not to exceed 100% of the Alternative Currency Sublimit

then in effect.

2.07 TERMINATION OR REDUCTION OF COMMITMENTS. The Company may, upon notice

to the Administrative Agent, terminate the Aggregate Commitments, or from time

to time permanently reduce the Aggregate Commitments; provided that (i) any such

notice shall be received by the Administrative Agent not later than 11:00 a.m.

five Business Days prior to the date of termination or reduction, (ii) any such

partial reduction shall be in an aggregate amount of $1,000,000 or any whole

multiple of $1,000,000 in excess thereof, (iii) the Company shall not

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terminate or reduce the Aggregate Commitments if, after giving effect thereto

and to any concurrent prepayments hereunder, the Total Outstandings would exceed

the Aggregate Commitments, and (iv) if, after giving effect to any reduction of

the Aggregate Commitments,

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