FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.3

FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 8, 2008 (this “ Amendment ”), is entered into among The Greenbrier Companies, Inc., an Oregon corporation (the “ Company ”), TrentonWorks Limited, a Nova Scotia corporation (“ TWI ”), the Subsidiary Guarantors, the Lenders party hereto, Bank of America, N.A., as U.S. Administrative Agent and Bank of America, N.A., acting through it Canada branch, as Canadian Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS

     A. The Company, TWI, the Lenders, the U.S. Administrative Agent and the Canadian Administrative Agent entered into that certain Amended and Restated Credit Agreement, dated as of November 7, 2006 (the “ Credit Agreement ”).

     B. The parties hereto have agreed to amend the Credit Agreement as provided herein.

     C. In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.

AGREEMENT

     1.  Amendments .

     (a) Section 1.01 . The following definitions in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

     “ Aggregate Canadian Commitments ” means $0.

     “ Canadian Letter of Credit Sublimit ” means CDN$0.

     “ Canadian Swing Line Sublimit ” means CDN$0.

     “ Loan Documents ” means (a) this Agreement, (b) each Note, (c) each Issuer Document, (d) the Fee Letter, (e) the Guaranties, (f) the Security Agreement, (g) the Pledge Agreement and (h) each other security agreement, pledge, deed of trust, mortgage or other document purporting to create a Lien on the Collateral.

     “ 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. For purposes of the Loan Documents, the term “Subsidiary” shall not include (a) any “SPE” and (b) except for the preparation of the financial statements required by Section 7.01 and calculation of the financial covenants set forth in Section 7.11, TWI.

     “ TWI ” has the meaning specified in the introductory paragraph hereto. As of January 8, 2008, TWI is not a Borrower or a Loan Party.

     (b) Termination of TWI as a Borrower, Etc .

     Notwithstanding anything to the contrary in this Amendment or in any other Loan Document, as of the date hereof, TWI shall no longer be a Borrower, any covenant or representation applicable to TWI in Articles V, VI or VII of the Credit Agreement shall be of no further force or effect with respect to TWI and the Canadian Commitments of each Canadian Lender are hereby terminated. The Administrative Agents are hereby authorized and directed by the Lenders to execute and deliver such agreements, terminations or other documents in connection with the termination of the Canadian Revolving Credit Facility and removal of TWI as a Borrower.

     2.  Effectiveness; Conditions Precedent . This Amendment shall be effective as of the date hereof when all of the conditions set forth in this Section shall have been satisfied in form and substance satisfactory to the Administrative Agents.

     (a) Execution and Delivery of this Amendment . The Administrative Agents shall have received copies of this Amendment duly executed by each Loan Party, the Required Lenders, the Canadian Lenders, the U.S. Administrative Agent, the Canadian Administrative Agent, the Canadian L/C Issuer and the Canadian Swing Line Lender.

     (b) Termination of Canadian Facility . The Total Canadian Outstandings shall be $0, all outstanding Canadian Letters of Credit shall have been returned to the Canadian L/C Issuer for cancellation, the Aggregate Canadian Commitments shall have been terminated and all Obligations under the Canadian Revolving Credit Facility (other than contingent indemnification obligations) shall have been satisfied.

     (c) Fees and Expenses . The Borrower shall have paid all fees and expenses owed by the Borrower to the Administrative Agents and the Arranger.

     3.  Ratification of Credit Agreement . The Loan Parties acknowledge and consent to the terms set forth herein and agree that this Amendment does not impair, reduce or limit any of their obligations under the Loan Documents.

     4.  Authority/Enforceability . Each of the Loan Parties represents and warrants as follows:

     (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

     (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms.