SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.4

SECOND AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 8, 2008 (this “ Amendment ”), is entered into among The Greenbrier Companies, Inc., an Oregon corporation (the “ Company ”), the Subsidiary Guarantors, the Lenders party hereto and Bank of America, N.A., as U.S. Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS

     A. The Company, the Subsidiary Guarantors, the Lenders and the U.S. Administrative Agent entered into that certain Amended and Restated Credit Agreement, dated as of November 7, 2006 (as previously amended, 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 .

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

     “ Joint Venture ” means a Person or other legal arrangement which meets the following criteria: (a) it is 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) formed by the Company or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person and (b) the Company and its Subsidiaries directly or indirectly own less than 75% of the Equity Interests.

     “ 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 any “SPE” or any “Joint Venture”.

     “ U.S. Swing Line Sublimit ” means an amount equal to the lesser of $25,000,000 and the amount available under the U.S. Revolver Ceiling. The U.S. Swing Line Sublimit is part of, and not in addition to, the Aggregate U.S. Commitments.

     (ii) The definition of “ BBRM ” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety.

     (b) Section 7.02(h) . Section 7.02(h) of the Credit Agreement is hereby amended to read as follows:

     (h) [Intentionally Omitted.]

     (c) Section 7.02(j) . Section 7.02(j) of the Credit Agreement is hereby amended to read as follows:

     (j) Investments in Greenbrier-GIMSA, LLC or Gunderson-GIMSA S. de R.L. de C.V. made after the Closing Date in an aggregate outstanding amount not exceeding the sum of (i) $30,000,000 plus (ii) any excess amount of Restricted Payments available to be paid pursuant to Section 7.06(d) that have not been distributed and have not been invested pursuant to Section 7.02(f) or 7.02(g) ; and

     (d) Section 7.03(d) . The proviso at the end of Section 7.03(d) of the Credit Agreement is hereby amended to read as follows:

provided; however , that the aggregate amount of all such Term Debt at any one time outstanding pursuant to this subsection (d) shall not exceed $200,000,000;

     (e) Section 7.03 . Section 7.03 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (h) thereof, renumbering clause “(i)” as “(j)” and adding the following new clause (i) immediately after clause (h) therein:

          (i) intercompany Indebtedness resulting from loans and advances permitted by Section 7.02 ; and

     (f) Section 7.06(d) . Section 7.06(d) of the Credit Agreement is hereby amended to read as follows:

     (d) the Company may declare or pay Restricted Payments after the Closing Date in an aggregate amount not to exceed the sum of (i) $25,000,000 plus (ii) 50% of the cumulative net income of the Company and its Subsidiaries since August 31, 2006 minus (iii) all amounts available to make Restricted Payments pursuant to this subsection (d) that have been invested pursuant to Sections 7.02(f) , 7.02(g) and 7.02(j) .

     (g) Section 7.11(b) . The grid in Section 7.11(b) of the Credit Agreement is hereby amended to read as follows:

     (h) Section 7.12 . Section 7.12 of the Credit Agreement is hereby amended to read as follows:

      7.12 Capital Expenditures .

     Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations), except for capital expenditures in the ordinary course of business not exceeding $50,000,000 in the aggregate in any fiscal year for the Company and its Subsidiaries, and any such expenditures made for leasing assets.

     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 U.S. Administrative Agent.

     (a) Execution and Delivery of this Amendment . The U.S. Administrative Agent shall h