Exhibit 10.4
[Estate]
Lock-Up Agreement
April , 2005
Bear, Stearns & Co. Inc.
As Representative of the
several
Underwriters referred to
below
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Attention: Equity Capital Markets
The Greenbrier Companies, Inc. Lock-Up
Agreement
Ladies and Gentlemen:
This letter agreement (this
“Agreement”) relates to the proposed public offering
(the “Offering”) by The Greenbrier Companies, Inc., a
Delaware corporation (the “Company”), of its common
stock, $.001 par value (the “Stock”).
In order to induce you and the other
underwriters for which you act as representative (the
“Underwriters”) to underwrite the Offering, the
undersigned hereby agrees that, without the prior written consent
of Bear, Stearns & Co. Inc. (“Bear Stearns”),
during the period from the date hereof (i) until ninety (90) days
from the date of the final prospectus for the Offering, or (ii) if
the date of the final prospectus for the Offering is not prior to
June 19, 2005, until June 19, 2005 (the “Lock-Up
Period”), the undersigned (a) will not, directly or
indirectly, offer, sell, agree to offer or sell, solicit offers to
purchase, grant any call option or purchase any put option with
respect to, pledge, borrow or otherwise dispose of any Relevant
Security (as defined below), and (b) will not establish or increase
any “put equivalent position” or liquidate or decrease
any “call equivalent position” with respect to any
Relevant Security (in each case within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder), or otherwise enter into any
swap, derivative or other transaction or arrangement that transfers
to another, in whole or in part, any economic consequence of
ownership of a Relevant Security, whether or not such transaction
is to be settled by delivery of Relevant Securities, other
securities, cash or other consideration; provided ,
however , that the foregoing restrictions shall not preclude
or otherwise limit (i) the exercise of an option to purchase Stock
previously granted to the undersigned by the Company, (ii) the
transfer to the Company of Stock in connection with an exercise of
an option to purchase Stock solely to pay the option exercise price
or any taxes required to be withheld by the Company to the extent
such transfer is permitted to satisfy such obligations pursuant to
the Company’s equity compensation plans or the agreement
pursuant to which such option was granted and so long as such
transfer does not result in a sale of Stock to the public, (iii) a
bona fide gift of Stock approved by Bear Stearns so long as the
recipient of such Stock agrees in writing to be bound by the
restrictions of this Lock-Up Letter Agreement or, (iv) the sale of
Stock to the Company as contemplated by that certain Stock Purchase
Agreement among the undersigned, William A. Furman and the Company,
or (v) the pledge of up to 750,000 shares of Stock by the
undersigned to secure a loan of up to $5.0 million in principal
amount; provided as to (iii) above, each resulting
transferee of
