WARRANT AGREEMENT

Exhibit 4.2

WARRANT AGREEMENT

AMONG

THE GREENBRIER COMPANIES, INC.,

WLR RECOVERY FUND IV, L.P.,

WLR IV PARALLEL ESC, L.P.

AND

THE OTHER HOLDERS FROM TIME TO TIME PARTY HERETO

Dated as of June 10, 2009

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WARRANT AGREEMENT

     This Warrant Agreement (the “ Agreement ”) is entered into as of June 10, 2009, among The Greenbrier Companies, Inc., an Oregon corporation (the “ Company ”), WLR Recovery Fund IV, L.P., a Delaware limited partnership (“ WLR-IV ”), WLR IV Parallel ESC, L.P., a Delaware limited partnership (“ Parallel Employee Fund ”), and each of the other Holders (as defined below) from time to time party hereto.

RECITALS

     WHEREAS, the Company, WL Ross & Co. LLC (“ WLRCo. ”), as administrative agent, and WLR-IV and Parallel Employee Fund as the initial “Holders” thereunder, have entered into that certain Credit Agreement, dated as of the date hereof (the “ Credit Agreement ”);

     WHEREAS, in order to induce WLR-IV and Parallel Employee Fund to enter into the Credit Agreement, the Company does hereby agree to enter into this Agreement pursuant to which the Company shall issue and deliver warrant certificates in substantially the form attached hereto as Exhibit A (the “ Warrant Certificate ”) evidencing Warrants to purchase shares of the Company’s common stock, no par value (“ Common Stock ”), subject to adjustment (the “ Issuance ”), on the terms and subject to the conditions of this Agreement;

     WHEREAS, the Company, WLR-IV, Parallel Employee Fund, WLRCo. and each of the Holders from time to time party to this Agreement are entering into an Investor Rights and Restrictions Agreement (the “ Rights and Restrictions Agreement ”), dated as of the date hereof, in connection with this Agreement and the Issuance; and

     WHEREAS, the applicable parties are entering into the transactions contemplated by this Agreement and the Rights and Restrictions Agreement in part to pursue potentially mutually beneficial investment opportunities, whether made through the Company and its Subsidiaries (as defined in the Rights and Restrictions Agreement), as a joint venture or otherwise.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

      1. DEFINITIONS .

     Unless otherwise specified herein, as used in this Agreement, the following terms shall have the following meanings:

      Affiliate : the meaning set forth in the Rights and Restrictions Agreement.

      Antitrust Law : the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and all other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position

through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement.

      Applicable Exchange : the New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange on which the Common Stock is listed at the applicable time.

      Articles of Incorporation : the Company’s Articles of Incorporation (or equivalent organizational document), as amended from time to time.

      Beneficial Owner , Beneficially Own and Beneficial Ownership : the meanings given such terms in the Rights and Restrictions Agreement.

      Board : the board of directors of the Company.

      Business Combination : a merger, consolidation, statutory share exchange or similar transaction involving the Company.

      Business Day : any day that is not a Saturday, Sunday or a day on which banks in New York, New York are required or permitted by law to be closed.

      Capital Stock : the meaning set forth in the Rights and Restrictions Agreement.

      Change of Control : the meaning given such term in the Rights and Restrictions Agreement.

      Common Stock : the meaning set forth in the recitals to this Agreement.

      Company : the meaning set forth in the preamble to this Agreement, together with its successors and permitted assigns.

      Convertible Securities : the meaning set forth in the Rights and Restrictions Agreement.

      Credit Agreement : the meaning set forth in the recitals to this Agreement.

      DOJ : means the United States Department of Justice or any successor thereto.

      Excess Shares : the meaning set forth in Section 3.2(c).

      Exchange Act : the Securities Exchange Act of 1934.

      Exchange Cap : the meaning set forth in Section 3.2(b).

      Excluded Stock : the meaning set forth in Section 4.4(b).

      Exercise Date : the meaning set forth in Section 3.2(a).

      Exercise Price : the meaning set forth in Section 3.1.

      Expiration Date : the meaning set forth in Section 3.3.

      Fair Market Value :

          (i) in the case of shares of securities where, for a continuous period of at least four months prior to the issuance thereof, other shares of the same class had already been listed on the Applicable Exchange, the average of the daily volume-weighted average prices per share of such securities for the 20 consecutive trading days immediately preceding the day as of which Fair Market Value is being determined;

          (ii) in the case of securities not covered by (i) above, the Fair Market Value of such securities shall be determined by either (A) an Independent Financial Expert appointed for such purpose, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, or (B) in good faith by the Board, if agreed to by Holders holding a majority in interest of Warrants at such time outstanding, in either case assuming such securities are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors;

          (iii) in the case of cash, the amount thereof; and

          (iv) in the case of other property, the Fair Market Value of such property shall be determined by either (A) an Independent Financial Expert appointed for such purpose, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, or (B) in good faith by the Board, if agreed to by Holders holding a majority in interest of Warrants at such time outstanding, in either case assuming such property is to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors.

      FTC : means the United States Federal Trade Commission or any successor thereto.

      Governmental Authority : means any government, or any political subdivision thereof, any governmental or regulatory entity or body, department, commission, board, agency, instrumentality or self-regulatory organization, and any court, tribunal or judicial body, in each case whether federal, state, county, provincial or local, and whether domestic or foreign.

      Holders : WLR-IV, Parallel Employee Fund and, from time to time hereafter, the other holders of the Warrants.

      HSR Act : means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

      Independent Financial Expert : a nationally recognized financial advisory firm mutually agreed to by the Company and Holders holding a majority in interest of the Warrants at such time outstanding, which firm does not have a material financial interest or other material economic relationship with either the Company or any member of the WLR Group or their respective Affiliates. If the Company and Holders holding a majority in interest of the Warrants at such time outstanding are unable to agree on an Independent Financial Expert, each of them shall choose promptly a separate Independent Financial Expert and these two Independent Financial Experts shall choose promptly a third Independent Financial Expert to determine the applicable Fair Market Value.

      Initial Number : the meaning set forth in Section 4.4(a)(i).

      Invesco : the meaning set forth in Section 7.9(b).

      Invesco Mutual Funds Business : the meaning set forth in Section 7.9(b).

      IPC : the meaning set forth in Section 7.9(b).

      Issuance : the meaning set forth in the recitals to this Agreement.

      Parallel Employee Fund : the meaning set forth in the preamble to this Agreement.

      Per Share Fair Market Value : the meaning set forth in Section 4.2.

      Person : any individual, corporation, limited liability company, trust, joint venture, association, joint stock company, partnership, Government Authority or entity.

      Preferred Stock : the meaning set forth in Section 8.6.

      Rights and Restrictions Agreement : the meaning set forth in the recitals to this Agreement.

      SEC : the Securities and Exchange Commission.

      Securities Act : the Securities Act of 1933.

      Stockholder Rights Agreement : the meaning set forth in the Rights and Restrictions Agreement.

      Total Current Voting Power : the meaning set forth in the Rights and Restrictions Agreement.

      Transfer : the meaning set forth in the Rights and Restrictions Agreement.

      Underlying Common Stock : the shares of Common Stock issuable or issued upon the exercise of the Warrants.

      Voting Agreement : the meaning set forth in Section 3.2(c).

      VWAP : the dollar volume-weighted average sales price for the Common Stock on the Applicable Exchange during the applicable day beginning at 9:30:01 a.m., New York City time (or such other time as the Applicable Exchange publicly announces is the official opening of trading), and ending at 4:00:00 p.m., New York City time (or such other time as the Applicable Exchange publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” functions, or, if the foregoing does not apply, the dollar volume-weighted average price of the Common Stock in the over-the-counter market on the electronic bulletin board for such security during such day as reported by Bloomberg, or, if no dollar volume-weighted average sales price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market

makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).

      Warrant Certificates : the meaning set forth in the recitals to this Agreement.

      Warrants : the warrants issued by the Company pursuant to this Agreement pursuant to the Issuance.

      WLRCo .: the meaning set forth in the recitals to this Agreement.

      WLR Group : the meaning set forth in Section 1(a)(y) of the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment or termination thereof.

      WLR-IV : the meaning set forth in the preamble to this Agreement.

      2. ORIGINAL ISSUE OF WARRANTS .

          2.1 Form of Warrant Certificates . The Warrant Certificates shall be in registered form only and substantially in the form attached hereto as Exhibit A , shall be dated the date on which signed by the Company and may have such legends and endorsements typed, stamped, printed, lithographed or engraved thereon as provided in Section 3.5 and as required by the Rights and Restrictions Agreement or as may be required to comply with any law or with any rule or regulation pursuant thereto.

          2.2 Execution and Delivery of Warrant Certificates . (a) Simultaneously herewith and in accordance with Section 4.01(c) of the Credit Agreement, Warrant Certificates evidencing Warrants entitling the Holders to purchase, subject to Section 3.2, an aggregate of 3,377,903 shares of Common Stock shall be executed by the Company and delivered as directed by WLR-IV in writing on or prior to the date hereof.

               (b) From time to time, the Company shall sign and deliver Warrant Certificates in required denominations to Persons entitled thereto in connection with any transfer or exchange permitted under this Agreement and the Rights and Restrictions Agreement. The Warrant Certificates shall be executed on behalf of the Company by its President and any Vice President, either manually or by facsimile signature printed thereon and shall not be valid for any purpose unless so signed.

      3. EXERCISE PRICE; EXERCISE OF WARRANTS; TRANSFER AND EXPIRATION OF WARRANTS .

          3.1 Exercise Price . Each Warrant Certificate shall, when signed by the Company, entitle the Holder thereof, subject to the provisions of this Agreement, to purchase, except as provided in Sections 3.2 and 3.3 hereof, one share of Common Stock for each Warrant represented thereby, subject to all adjustments made on or prior to the date of exercise thereof, at an exercise price (the “ Exercise Price ”) of $6.00 per share, subject to all adjustments made on or prior to the date of exercise thereof as herein provided.

          3.2 Exercise of Warrants . (a) Subject to this Section 3.2, the Warrants shall be exercisable in whole or in part from time to time on any Business Day (each, an “ Exercise Date ”) beginning on the date hereof and ending on the Expiration Date, in the manner provided for herein.

               (b) In the event that events occurring after the date hereof would result in the adjustment provisions of Article 4 hereof causing the Warrants to become exercisable in the aggregate for a number of shares of Common Stock that would exceed the number of shares that the Company may issue upon exercise of the Warrants under the applicable rules and regulations of the Applicable Exchange (the “ Exchange Cap ”), from and after such time, upon exercise of any Warrant, for each share of Common Stock for which such Warrant is exercised, in lieu of such share, the Company will deliver (i) a portion of a share of Common Stock equal to a fraction, the numerator of which is the Exchange Cap, less the aggregate number of shares of Common Stock previously issued upon exercise of the Warrants (as adjusted for stock splits, dividends, contributions and the like), and the denominator of which is the aggregate number of shares of Common Stock that would be issuable upon exercise of the Warrants remaining outstanding as of such event without giving effect to this Section 3.2(b) and (ii) an amount in cash equal to one minus such fraction multiplied by the Fair Market Value of a share of Common Stock as of the date of exercise (with the effect that upon exercise of all Warrants the total number of shares will not exceed the Exchange Cap, and the obligation to deliver any excess shares otherwise deliverable upon such exercises but for the operation of this Section 3.2(b) would be settled in cash), provided that the foregoing shall not apply from and after such time as the Company obtains the approval of its shareholders as required by the applicable rules and regulations of the Applicable Exchange for issuances of shares of Common Stock in excess of the Exchange Cap ( provided further , however , that the Company shall expressly have no obligation to seek such shareholder approval).

               (c) Subject to the following sentence, the Company shall not be obligated to issue any shares of Common Stock upon exercise of the Warrants and the Holders shall not be entitled to receive any such shares of Common Stock if, and the Warrants shall not be exercisable to the extent that, the issuance of such shares of Common Stock would, but for this Section 3.2(c) and the effect of the provision set forth in Section 1(a)(y) of the Stockholder Rights Agreement, result in the WLR Group (or, if the applicable Holder is not a member of the WLR Group, such Holder or any of its Affiliates) becoming an “Acquiring Person” as that term is defined and calculated in accordance with the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment thereto (to the extent that such later amendment lowers or has the effect of lowering the applicable percentage of Beneficial Ownership for purposes of calculating whether any such Person is an “Acquiring Person”) or termination thereof. In the event such shares may not be so issued as a result of this Section 3.2(c) (any such shares which may not be so issued, the “ Excess Shares ”), the Company shall not be obligated to issue any Excess Shares unless and until such time as the Excess Shares Beneficially Owned by the applicable Holder have become subject to and bound by the terms of the voting agreement set forth in Section 4.9 of the Rights and Restrictions Agreement (such Section 4.9, the “ Voting Agreement ”) by executing a written document pursuant to which such Holder acknowledges and agrees that any Excess Shares Beneficially Owned by it are subject to and bound by the terms of the Voting Agreement.

          3.3 Expiration of Warrants . Any unexercised Warrants shall expire and the rights of the Holders of such Warrants to purchase Underlying Common Stock shall terminate at the close of business on the fifth anniversary of the date of this Agreement (the “ Expiration Date ”).

          3.4 Method of Exercise; Payment of Exercise Price . (a) Unless the Warrant is being exercised in accordance with Section 3.4(b), in order to exercise a Warrant, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Company, with the form on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the aggregate Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for exercise. Any such payment of the Exercise Price shall be payable in cash or other same-day funds, provided that, in lieu of cash or other same-day funds, such Holder may pay all or any portion of the Exercise Price by delivering to the Company written notice of its election to cancel (including evidence, reasonably acceptable to the Company, of the cancellation of) principal amount and/or accrued interest payable by the Company to such Holder under the Credit Agreement in an aggregate amount equal to the aggregate Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for exercise.

               (b) In lieu of exercising a Warrant in the manner provided above in Section 3.4(a), the Holder thereof may, at its option at any time, elect to receive such number of shares of Common Stock upon surrender of the applicable Warrant at the principal office of the Company together with notice of such election as determined by the following formula: