GREENBRIER COMPANIES INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v09030exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                         THE GREENBRIER COMPANIES, INC.,
                             AUTOSTACK CORPORATION,
                           GREENBRIER-CONCARRIL, LLC,
                         GREENBRIER LEASING CORPORATION,
                    GREENBRIER LEASING LIMITED PARTNER, LLC,
                      GREENBRIER MANAGEMENT SERVICES, LLC,
                            GREENBRIER LEASING, L.P.,
                            GREENBRIER RAILCAR, INC.,
                                GUNDERSON, INC.,
                             GUNDERSON MARINE, INC.,
                        GUNDERSON RAIL SERVICES, INC. AND
                       GUNDERSON SPECIALTY PRODUCTS, LLC.

                                  $175,000,000

                          8-3/8% Senior Notes due 2015

                               PURCHASE AGREEMENT

                                dated May 5, 2005

                         BANC OF AMERICA SECURITIES LLC
                            BEAR, STEARNS & CO. INC.

<PAGE>

                               PURCHASE AGREEMENT

May 5, 2005

BANC OF AMERICA SECURITIES LLC
BEAR, STEARNS & CO. INC.
  As Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, New York 10019

Ladies and Gentlemen:

      Introductory. The Greenbrier Companies, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the several Initial Purchasers named
in Schedule A (the "Initial Purchasers"), acting severally and not jointly, the
respective amounts set forth in such Schedule A of an $175,000,000 aggregate
principal amount of the Company's 8-3/8% Senior Notes due 2015 (the "Notes").
Banc of America Securities LLC and Bear, Stearns & Co. Inc. have agreed to act
as the several Initial Purchasers in connection with the offering and sale of
the Notes (the "Offering").

      The Notes will be issued pursuant to an indenture, to be dated as of May
11, 2005 (the "Indenture"), among the Company, the Guarantors (as defined below)
and U.S. Bank National Association, as trustee (the "Trustee"). Notes will be
issued only in book-entry form in the name of Cede & Co., as nominee of The
Depository Trust Company (the "Depositary") pursuant to a letter of
representations, to be dated on or before the Closing Date (as defined in
Section 2 hereof) among the Company, the Guarantors, the Trustee and the
Depositary.

      The holders of the Notes will be entitled to the benefits of a
registration rights agreement, to be dated as of May 11, 2005 (the "Registration
Rights Agreement"), among the Company, the Guarantors and the Initial
Purchasers, pursuant to which the Company and the Guarantors will agree to file
with the Commission (as defined below), under the circumstances set forth
therein, (i) a registration statement under the Securities Act (as defined
below) relating to another series of debt securities of the Company with terms
substantially identical to the Notes (the "Exchange Notes") to be offered in
exchange for the Notes (the "Exchange Offer") and (ii) to the extent required by
the Registration Rights Agreement, a shelf registration statement pursuant to
Rule 415 of the Securities Act relating to the resale by certain holders of the
Notes, and in each case, to use its best efforts to cause such registration
statements to be declared effective.

<PAGE>

      The payment of principal of, premium and Liquidated Damages (as defined in
the Registration Rights Agreement), if any, and interest on the Notes and the
Exchange Notes will be fully and unconditionally guaranteed on a senior
unsecured basis, jointly and severally by (i) Autostack Corporation, an Oregon
corporation, Greenbrier-Concarril, LLC, a Delaware limited liability company,
Greenbrier Leasing Corporation, a Delaware corporation, Greenbrier Leasing
Limited Partner, LLC, a Delaware limited liability company, Greenbrier
Management Services, LLC, a Delaware limited liability company, Greenbrier
Leasing, L.P., a Delaware limited partnership, Greenbrier Railcar, Inc., a
Delaware corporation, Gunderson, Inc., an Oregon corporation, Gunderson Marine,
Inc., a Oregon corporation, Gunderson Rail Services, Inc., a Oregon corporation
and Gunderson Specialty Products, LLC, a Delaware limited liability company and
(ii) any subsidiary of the Company formed or acquired after the Closing Date
that executes an additional guarantee in accordance with the terms of the
Indenture, and their respective successors and assigns (collectively, the
"Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and
the Guarantees endorsed thereon are herein collectively referred to as the
"Notes"; and the Exchange Notes and the Guarantees endorsed thereon are herein
collectively referred to as the "Exchange Notes".

      The Company understands that the Initial Purchasers propose to make an
offering of the Notes on the terms and in the manner set forth herein and in the
Offering Memorandum (as defined below) and agrees that the Initial Purchasers
may resell, subject to the conditions set forth herein, all or a portion of the
Notes to purchasers (the "Subsequent Purchasers") at any time after the date of
this Agreement. The Notes are to be offered and sold to or through the Initial
Purchasers without being registered with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (as amended, the "Securities
Act," which term, as used herein, includes the rules and regulations of the
Commission promulgated thereunder), in reliance upon exemptions therefrom.
Pursuant to the terms of the Notes and the Indenture, investors who acquire
Notes shall be deemed to have agreed that Notes may only be resold or otherwise
transferred, after the date hereof, if such Notes are registered for sale under
the Securities Act or if an exemption from the registration requirements of the
Securities Act is available (including the exemptions afforded by Rule 144A
under the Securities Act ("Rule 144A") or Regulation S under the Securities Act
("Regulation S")).

      The Company has prepared and delivered to each Initial Purchaser copies of
a Preliminary Offering Memorandum, dated April 26, 2005 (the "Preliminary
Offering Memorandum"), and has prepared and will deliver to each Initial
Purchaser, copies of the Offering Memorandum, dated May 5, 2005 describing the
terms of the Notes, each for use by such Initial Purchaser in connection with
its solicitation of offers to purchase the Notes. As used herein, "Offering
Memorandum" shall mean, with respect to any date or time referred to in this
Agreement, the Company's Offering Memorandum, dated May 5, 2005 including
amendments or supplements thereto, any exhibits thereto and the Incorporated
Documents (as defined in Section 1 hereof), in the most recent form that has
been prepared and delivered by the Company to the Initial Purchasers in
connection with their solicitation of offers to purchase the Notes. Further, any
reference to the Preliminary Offering Memorandum or the Offering Memorandum
shall be deemed to refer to and include any Additional Issuer Information (as
defined in Section 3 hereof) furnished by the Company prior to the completion of
the distribution of the Notes.

                                       2
<PAGE>

      All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the Offering
Memorandum (or other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
are incorporated by reference in the Offering Memorandum; and all references in
this Agreement to amendments or supplements to the Offering Memorandum shall be
deemed to mean and include the filing of any document under the Securities
Exchange Act of 1934 (as amended, the "Exchange Act", which term, as used
herein, includes the rules and regulations of the Commission promulgated
thereunder) which is incorporated or deemed to be incorporated by reference in
the Offering Memorandum.

      SECTION 1. Representations and Warranties. Each of the Company and the
Guarantors, jointly and severally, hereby represents, warrants and covenants to
each Initial Purchaser as follows:

            (a) The Preliminary Offering Memorandum as of its date and the
Offering Memorandum as of its date and as of the Closing Date does not and will
not, and any supplement or amendment thereto will not, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, except that the
representations and warranties contained in this paragraph shall not apply to
statements in or omissions from and the Offering Memorandum made in reliance
upon and in conformity with information (as set forth in Section 8(b)) relating
to the Initial Purchasers furnished to the Company and the Guarantors in writing
by the Initial Purchasers expressly for use therein. No stop order preventing
the use of the Offering Memorandum, or any order asserting that any of the
transactions contemplated by this Agreement are subject to the registration
requirements of the Act, has been issued. Each of the Preliminary Offering
Memorandum and the Offering Memorandum, as of its date, contains all the
information specified in, and meeting the requirements of, Rule 144A. The
Company has not distributed and will not distribute, prior to the later of the
Closing Date and the completion of the Initial Purchasers' distribution of the
Notes, any offering material in connection with the offering and sale of the
Notes other than the Preliminary Offering Memorandum or the Offering Memorandum.

            (b) Deloitte & Touche LLP, which certified the financial statements
and supporting schedules and information of the Company and its subsidiaries
that are included or incorporated by reference in the Offering Memorandum, is an
independent registered public accounting firm with respect to the Company as
required by the Securities Act, the Exchange Act and the rules and regulations
of the Commission (the "Rules and Regulations").

            (c) Subsequent to the respective dates as of which information is
given in Offering Memorandum, except as disclosed in the Offering Memorandum,
the Company has not declared, paid or made any dividends (other than the
dividend declared and paid by the Company during its third quarter) or other
distributions of any kind on or in respect of its capital stock and there has
been no material adverse change or effect or any development involving a
prospective material adverse change or effect, whether or not arising from
transactions in the ordinary course of business, in or affecting (i) the
business, condition (financial or otherwise), results of operations,
stockholders' equity, properties or prospects of the Company and each subsidiary
of the Company (the "Subsidiaries"), taken as a whole, (ii) the long-term debt
or capital stock of the

                                       3

<PAGE>

Company or any of its Subsidiaries or (iii) the Offering or any other
transaction contemplated by this Agreement or the Offering Memorandum (a
"Material Adverse Effect"). Since the date of the latest balance sheet presented
or incorporated by reference in the Offering Memorandum, neither the Company nor
any Subsidiary has incurred or undertaken any liability or obligation, whether
direct or indirect, liquidated or contingent, matured or unmatured, or entered
into any transaction, including any acquisition or disposition of any business
or asset, which is material to the Company and the Subsidiaries individually or
taken as a whole, except for liabilities, obligations and transactions which are
disclosed in the Offering Memorandum or the acquisition, disposition or leasing
of railcars in the ordinary course of business.

            (d) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Offering Memorandum in the column headed "Actual"
under the caption "Capitalization" and, after giving effect to the Offering and
the other transactions contemplated by this Agreement, the Registration Rights
Agreement, the Indenture and the Offering Memorandum, will be as set forth in
the column headed "As Adjusted" under the caption "Capitalization." All of the
issued and outstanding shares of capital stock of the Company are fully paid and
nonassessable and have been duly authorized and validly issued, in compliance
with all applicable state, federal and foreign securities laws and not in
violation of or subject to any preemptive or similar right that does or will
entitle any person, upon the issuance or sale of any security, to acquire from
the Company or any Subsidiary any capital stock or other security of the Company
or any Subsidiary or any security convertible into, or exercisable or
exchangeable for, capital stock or any other such security (any "Relevant
Security"), except for such rights as may have been fully satisfied or waived
prior to the date of the Offering Memorandum.

            (e) The Subsidiaries listed in Exhibit A are the only subsidiaries
(within the meaning of Rule 405 under the Securities Act) or joint ventures of
the Company, except for entities that when taken together would not constitute a
"significant subsidiary" with the meaning of Rule 102 of Regulation S-X. Except
for the Subsidiaries and as otherwise disclosed in the Offering Memorandum, the
Company holds no ownership or other interest, nominal or beneficial, direct or
indirect, in any corporation, partnership, joint venture or other business
entity. All of the issued shares of capital stock of or other ownership
interests in each Subsidiary have been duly authorized and validly issued and
are fully paid and nonassessable. All of the issued shares of capital stock or
other ownership interests in each Subsidiary or in the case of the entities
listed on Exhibit B, such shares or ownership interest representing the
percentage of the voting control of the Subsidiary set forth next to the name of
the Subsidiary on Exhibit B, are owned directly or indirectly by the Company
free and clear of any lien, charge, mortgage, pledge, security interest, claim,
equity, trust or other encumbrance, preferential arrangement, defect or
restriction of any kind whatsoever (any "Lien").

            (f) Each of the Company and the Subsidiaries has been duly organized
or formed and validly exists as a corporation, partnership or limited liability
company in good standing under the laws of its jurisdiction of organization or
formation. Each of the Company and the Subsidiaries is duly qualified to do
business and is in good standing as a foreign corporation, partnership or
limited liability company in each jurisdiction in which the character or
location of its properties (owned, leased or licensed) or the nature or conduct
of its business makes such qualification necessary, except for those failures to
be so qualified or in good

                                       4
<PAGE>

standing which (individually and in the aggregate) could not reasonably be
expected to have a Material Adverse Effect. Each of the Company and the
Subsidiaries has all requisite corporate (or other entity) power and authority,
and, except as could not reasonably be expected to have a Material Adverse
Effect, all necessary consents, approvals, authorizations, orders,
registrations, qualifications, licenses, filings and permits of, with and from
all judicial, regulatory and other legal or governmental agencies and bodies and
all third parties, foreign and domestic (collectively, the "Consents"), to own,
lease and operate its properties and conduct its business as it is now being
conducted and as disclosed in the Offering Memorandum, and each such Consent is
valid and in full force and effect, and neither the Company nor any Subsidiary
has received notice of any investigation or proceedings which has resulted in
or, if decided adversely to the Company or any Subsidiary, could reasonably be
expected to result in, the revocation of, or imposition of a materially
burdensome restriction on, any such Consent. Each of the Company and the
Subsidiaries is in compliance with all applicable laws, rules, regulations,
ordinances, directives, judgments, decrees and orders, foreign and domestic,
except where failure to be in compliance could not reasonably be expected to
have a Material Adverse Effect. No Consent contains a materially burdensome
restriction not adequately disclosed in the Offering Memorandum.

            (g) The Company has the corporate right, power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated by this Agreement, the Registration
Rights Agreement, the Indenture and the Offering Memorandum. This Agreement and
the transactions contemplated by this Agreement, the Registration Rights
Agreement, the Indenture and the Offering Memorandum have been duly authorized
by the Company. This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

            (h) The execution, delivery, and performance of this Agreement and
consummation of the transactions contemplated by this Agreement, the
Registration Rights Agreement, the Indenture and the Offering Memorandum do not
and will not (A) conflict with, require consent under or result in a breach of
any of the terms and provisions of, or constitute a default (or an event which
with notice or lapse of time, or both, would constitute a default) under, or
result in the creation or imposition of any Lien upon any property or assets of
the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement, instrument, franchise, license or
permit to which the Company or any Subsidiary is a party or by which the Company
or any Subsidiary or their respective properties, operations or assets may be
bound, (B) violate or conflict with any provision of the certificate or articles
of incorporation, by-laws, certificate of formation, limited liability company
agreement or other organizational documents of the Company or any Subsidiary or
(C) violate or conflict with any law, rule, regulation, ordinance, directive,
judgment, decree or order of any judicial, regulatory or other legal or
governmental agency or body, domestic or foreign, except (in the case of clauses
(A) and (C) above) as could not reasonably be expected to have a Material
Adverse Effect.

                                       5
<PAGE>

            (i) No Consent of, with or from any judicial, regulatory or other
legal or governmental agency or body or any third party, foreign or domestic, is
required for the execution, delivery and performance of this Agreement or
consummation of the transactions contemplated by this Agreement, the
Registration Rights Agreement, the Indenture and the Offering Memorandum,
including the issuance, sale and delivery of the Notes to be issued, sold and
delivered hereunder except for such Consent as may be required (i) under
applicable state securities laws in connection with the purchase and resale of
the Notes by the Initial Purchaser and (ii) with respect to the Exchange Notes
(including the Guarantees of the Exchange Notes) under the Securities Act and
applicable state securities laws as contemplated by the Registration Rights
Agreement.

            (j) Except as disclosed in the Offering Memorandum, there is no
judicial, regulatory, arbitral or other legal or governmental proceeding or
other litigation or arbitration, domestic or foreign, pending to which the
Company or any Subsidiary is a party or of which any property, operations or
assets of the Company or any Subsidiary is the subject which, individually or in
the aggregate, if determined adversely to the Company or any Subsidiary, could
reasonably be expected to have a Material Adverse Effect; to the best of the
Company's knowledge, no such proceeding, litigation or arbitration is threatened
or contemplated; and the defense of all such proceedings, litigation and
arbitration against or involving the Company or any Subsidiary could not
reasonably be expected to have a Material Adverse Effect.

            (k) The financial statements, including the notes thereto, and the
supporting schedules included or incorporated by reference in the Offering
Memorandum present fairly the financial position as of the dates indicated and
the cash flows and results of operations for the periods specified of the
Company and its consolidated subsidiaries and the other entities for which
financial statements are included or incorporated by reference in the Offering
Memorandum; except as otherwise stated in the Offering Memorandum, said
financial statements have been prepared in conformity with United States
generally accepted accounting principles ("GAAP") applied on a consistent basis
throughout the periods involved; and the supporting schedules included in the
Offering Memorandum present fairly the information required to be stated
therein. No other financial statements or supporting schedules which would be
required by the Securities Act, the Exchange Act or the Rules and Regulations to
be included in the Offering Memorandum if the Offering Memorandum were a
prospectus included in a registration statement on Form S-1, have not been so
included. The other financial and statistical information included or
incorporated by reference in the Offering Memorandum present fairly the
information included therein and, except for non-GAAP financial measures (as
such term is defined in Item 10(e) of Regulation S-K of the Rules and
Regulations), non-financial operating data (which are addressed below in this
Section 1(k)) and market and industry data (which are addressed below in Section
1(m)), have been prepared on a basis consistent with that of the financial
statements that are included or incorporated by reference in the Offering
Memorandum and the books and records of the respective entities presented
therein. The non-GAAP financial measures and non-financial operating data (which
terms do not include market or industry data) included or incorporated by
reference in the Offering Memorandum have been derived from, and are consistent
with, the books and records of the Company and its subsidiaries.

            (l) There are no pro forma or as adjusted financial statements which
would be required by the Securities Act, the Exchange Act or the Rules and
Regulations to be included in

                                       6
<PAGE>

the Offering Memorandum if the Offering Memorandum were a prospectus included in
a registration statement on Form S-1, which have not been so included.

            (m) The statistical, industry-related and market-related data
included in the Offering Memorandum (i) are based on or derived from sources
which the Company reasonably and in good faith believes are reliable and
accurate, and such data agree with the sources from which they are derived, or
(ii) with respect to the items set forth in Exhibit C hereto, represent the
Company's reasonable estimates determined in good faith.

            (n) The Company is subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act and files reports with the Commission on EDGAR.
The common stock of the Company is registered pursuant to Section 12 of the
Exchange Act and its outstanding shares of common stock are listed on the New
York Stock Exchange (the "NYSE"), and the Company has taken no action designed
to, or likely to have the effect of, terminating the registration of its common
stock under the Exchange Act or de-listing its common stock from the NYSE, nor
has the Company received any notification that the Commission or the NYSE is
contemplating terminating such registration or listing.

            (o) The Company and its Subsidiaries maintain a system of internal
accounting and other controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with United States generally
accepted accounting principles and to maintain accountability for assets, (iii)
access to assets is permitted only in accordance with management's general or
specific authorization and (iv) the recorded accounting for assets is compared
with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.

            (p) Neither the Company nor any of its "Affiliates" (as defined
under Rule 144 under the Securities Act) has taken, directly or indirectly, any
action which constitutes or is designed to cause or result in, or which could
reasonably be expected to constitute, cause or result in, the stabilization or
manipulation of the price of any security to facilitate the sale or resale of
the Notes, provided that this representation and warranty does not cover any
actions of the estate of Alan James (the "Estate") or any representatives or
agents acting on behalf of the Estate (collectively with the Estate, the "James
Group").

            (q) Neither the Company nor any of its Affiliates has, prior to the
date hereof, made any offer or sale of any securities which could be
"integrated" for purposes of the Securities Act or the Rules and Regulations
with the offer and sale of the Notes pursuant to the Offering Memorandum. Except
as disclosed in the Offering Memorandum, neither the Company nor any of its
Affiliates has sold or issued any Relevant Security during the six-month period
preceding the date of the Offering Memorandum, including but not limited to any
sales pursuant to Rule 144A or Regulation D or S under the Securities Act, other
than shares of its common stock issued pursuant to employee benefit plans,
qualified stock option plans or the employee compensation plans or pursuant to
outstanding options, rights or warrants as described in the Offering Memorandum.
The representations and warranties in this paragraph 1(q) do not cover any
actions of the James Group.

                                       7
<PAGE>

            (r) Except as disclosed in the Offering Memorandum, no holder of any
Relevant Security has any rights to require registration of any Relevant
Security as part or on account of, or otherwise in connection with, the offer
and sale of the Notes contemplated hereby, and any such rights so disclosed have
either been fully complied with by the Company or effectively waived by the
holders thereof, and any such waivers remain in full force and effect.

            (s) The documents incorporated or deemed to be incorporated by
reference in the Offering Memorandum (the "Incorporated Documents"), at the time
they were or hereafter are filed with the Commission, complied and will comply
in all material respects with the requirements of the Securities Act, the
Exchange Act and the Rules and Regulations, and, when read together with the
other information in the Offering Memorandum, do not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

            (t) The Company is not and, at all times up to and including
consummation of the transactions contemplated by this Agreement, the
Registration Rights Agreement, the Indenture and the Offering Memorandum, and
after giving effect to application of the net proceeds of the Offering as
contemplated by the Offering Memorandum, will not be, subject to registration as
an "investment company" under the Investment Company Act of 1940, as amended,
and is not and will not be an entity "controlled" by an "investment company"
within the meaning of such act.

            (u) There are no contracts or other documents (including, without
limitation, any voting agreement), which would be required by the Securities
Act, the Exchange Act or the Rules and Regulations to be described in the
Offering Memorandum if the Offering Memorandum were a prospectus included in a
registration statement on Form S-1, which have not been so described.

            (v) No relationship, direct or indirect, exists between or among any
of the Company or any Affiliate of the Company, on the one hand, and any
director, officer, stockholder, customer or supplier of the Company or any
Affiliate of the Company, on the other hand, which would be required by the
Securities Act, the Exchange Act or the Rules and Regulations to be described in
the Offering Memorandum if the Offering Memorandum were a prospectus included in
a registration statement on Form S-1, which have not been so described. There
are no outstanding loans, advances (except normal advances for business expenses
in the ordinary course of business) or guarantees of indebtedness by the Company
to or for the benefit of any of the officers or directors of the Company or any
of their respective family members, except as disclosed in the Offering
Memorandum and except for one salary advance that is immaterial in amount. The
Company has not, in violation of the Sarbanes-Oxley Act, directly or indirectly,
including through a Subsidiary, extended or maintained credit, arranged for the
extension of credit, or renewed an extension of credit, in the form of a
personal loan to or for any director or executive officer of the Company.

            (w) Except as disclosed in the Offering Memorandum, there are no
contracts, agreements or understandings between the Company and any person that
would give rise to a valid claim against the Company or any Initial Purchaser
for a brokerage commission, finder's

                                       8
<PAGE>

fee or other like payment in connection with the transactions contemplated by
this Agreement, the Registration Rights Agreement, the Indenture and the
Offering Memorandum.

            (x) The Company and each Subsidiary owns or leases all such
properties as are necessary to the conduct of its business as presently operated
and as proposed to be operated as described in the Offering Memorandum. The
Company and the Subsidiaries have good and marketable title in fee simple to all
real property and good and marketable title to all personal property owned by
them, in each case free and clear of all Liens except such as are described in
the Offering Memorandum or such as do not (individually or in the aggregate)
materially affect the value of such property or interfere with the use made or
proposed to be made of such property by the Company and the Subsidiaries; and
any real property and buildings held under lease or sublease by the Company and
the Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material to, and do not interfere with, the use
made and proposed to be made of such property and buildings by the Company and
the Subsidiaries. Neither the Company nor any Subsidiary has received any notice
of any claim adverse to its ownership of any real or personal property or of any
claim against the continued possession of any real property, whether owned or
held under lease or sublease by the Company or any Subsidiary.

            (y) The Company and each Subsidiary (i) own or possess adequate
right to use all patents, patent applications, trademarks, service marks, trade
names, trademark registrations, service mark registrations, copyrights,
licenses, formulae, customer lists, and know-how and other intellectual property
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures, "Intellectual Property")
necessary for the conduct of their respective businesses as being conducted and
as described in the Offering Memorandum and (ii) have no reason to believe that
the conduct of their respective businesses does or will conflict with any such
right of others. To the best of the Company's knowledge, all material technical
information developed by and belonging to the Company which has not been
patented has been kept confidential. Except as described in the Offering
Memorandum, neither the Company nor any Subsidiary has granted or assigned to
any other person or entity any right to manufacture, have manufactured, assemble
or sell the current products and services of the Company and its Subsidiaries or
those products and services described in the Offering Memorandum. Except as
would, if determined adversely to the Company or its Subsidiaries, not have
individually or in the aggregate, a Material Adverse Effect, the Company is not
aware of any infringement by third parties of any such Intellectual Property;
there is no pending or, to the Company's knowledge, threatened action, suit,
proceeding or claim by others challenging the Company's or any Subsidiary's
rights in or to any such Intellectual Property, and the Company is unaware of
any facts which would form a reasonable basis for any such claim; and there is
no pending or, to the Company's knowledge, threatened action, suit, proceeding
or claim by others that the Company or any Subsidiary infringes or otherwise
violates any patent, trademark, copyright, trade secret or other proprietary
rights of others, and the Company is unaware of any other fact which would form
a reasonable basis for any such claim.

            (z) The Company and the Subsidiaries maintain insurance in such
amounts and covering such risks as the Company reasonably considers adequate for
the conduct of its business and the value of its properties and as is customary
for companies engaged in similar

                                       9
<PAGE>

businesses in similar industries, all of which insurance is in full force and
effect, except where the failure to maintain such insurance could not reasonably
be expected to have a Material Adverse Effect. There are no material claims by
the Company or any Subsidiary under any such policy or instrument as to which
any insurance company is denying liability or defending under a reservation of
rights clause, except (i) that insurance liability has been denied with respect
to the litigation filed by Mr. James and described under "Recent Developments --
Settlement with the Estate of Alan James" in the Offering Memorandum, and (ii)
the insurer is defending under a reservation of rights in the litigation pending
in Tarrant County, Texas that is described under "Business -- Legal Matters" in
the Offering Memorandum. The Company reasonably believes that it will be able to
renew its existing insurance as and when such coverage expires or will be able
to obtain replacement insurance adequate for the conduct of the business and the
value of its properties at a cost that would not have a Material Adverse Effect.

            (aa) The Company has in effect insurance covering the Company, its
directors and officers for liabilities or losses arising in connection with this
Offering, including, without limitation, liabilities or losses arising under the
Securities Act, the Exchange Act, the Rules and Regulations and applicable
foreign securities laws.

            (bb) Each of the Company and the Subsidiaries has accurately
prepared and timely filed (including through permitted extensions) all federal,
state, foreign and other tax returns that are required to be filed by it, except
where the failure to file would not have a Material Adverse Effect, and has paid
or made provision for the payment of all taxes, assessments, governmental or
other similar charges, including without limitation, all sales and use taxes and
all taxes which the Company or any Subsidiary is obligated to withhold from
amounts owing to employees, creditors and third parties, with respect to the
periods covered by such tax returns (whether or not such amounts are shown as
due on any tax return), except to the extent that any of such taxes, assessments
or charges are being contested in good faith. No deficiency assessment with
respect to a proposed adjustment of the Company's or any Subsidiary's federal,
state, local or foreign taxes is pending or, to the best of the Company's
knowledge, threatened. The accruals and reserves on the books and records of the
Company and the Subsidiaries in respect of tax liabilities for any taxable
period not finally determined are adequate to meet any assessments and related
liabilities for any such period and, since August 31, 2004, the Company and the
Subsidiaries have not incurred any liability for taxes other than in the
ordinary course of its business. There is no tax lien, whether imposed by any
federal, state, foreign or other taxing authority, outstanding against the
assets, properties or business of the Company or any Subsidiary.

            (cc) No labor disturbance by the employees of the Company or any
Subsidiary exists or, to the best of the Company's knowledge, is imminent and
the Company is not aware of any existing or imminent labor disturbances by the
subcontracted labor at the Company's facility in Sahagun, Mexico or the
employees of any of its or any Subsidiary's principal suppliers, manufacturers,
customers or contractors, which, in either case (individually or in the
aggregate), could reasonably be expected to have a Material Adverse Effect.

            (dd) No nonexempt "prohibited transaction" (as defined in either
Section 406 of the Employee Retirement Income Security Act of 1974, as amended,
including the regulations and published interpretations thereunder ("ERISA") or
Section 4975 of the Internal Revenue

                                       10
<PAGE>

Code of 1986, as amended from time to time (the "Code")), has occurred with
respect to any employee benefit plan for which the Company or any Subsidiary
would have any liability; each employee benefit plan for which the Company or
any Subsidiary would have any liability is in compliance in all material
respects with applicable law, including (without limitation) ERISA and the Code;
neither the Company nor any Subsidiary has nor has it maintained any employee
benefit plans as such term is defined in Section 3(3) of ERISA that are subject
to Title IV of ERISA; and each plan for which the Company would have any
liability that is intended to be qualified under Section 401(a) of the Code has
received a favorable determination letter from the IRS as to its qualification
is so qualified and nothing has occurred, whether by action or by failure to
act, which would reasonably be expected to cause the loss of such qualification.

            (ee) The execution, delivery, and performance of this Agreement and
consummation of the transactions contemplated by this Agreement, the
Registration Rights Agreement, the Indenture and the Offering Memorandum do not
and will not involve any prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986.

            (ff) Except as disclosed in the Offering Memorandum with respect to
the Portland Harbor Superfund Site and the ongoing soil and groundwater
remediation at the Gunderson, Portland facility, and except as could not
reasonably be expected to have a Material Adverse Effect,

                  (i) Neither the Company nor any Subsidiary has unlawfully
released any hazardous substance in a manner likely to give rise to any
liability under any applicable law, rule, regulation, order, judgment, decree or
permit relating to pollution or protection of human health and safety and
environment ("Environmental Law").

                  (ii) Neither the Company nor any Subsidiary has agreed
contractually to indemnify any past or current owner or operator of any property
currently owned or operated by the Company or any Subsidiary, for liability
related to such prior ownership or operation of such property, under any
Environmental Law, including any obligation for cleanup or remedial action.

                  (iii) There is no pending or, to the best of the Company's
knowledge, threatened administrative, regulatory or judicial action, claim or
notice of noncompliance or violation, investigation or proceedings relating to
any Environmental Law against the Company or any Subsidiary.

            (gg) Neither the Company, any Subsidiary nor, to the Company's
knowledge, any of its employees or agents has at any time during the last five
years (i) made any unlawful contribution to any candidate for foreign office, or
failed to disclose fully any contribution in violation of law or (ii) made any
payment to any federal or state governmental officer or official, or other
person charged with similar public or quasi-public duties, other than payments
required or permitted by the laws of the United States of any jurisdiction
thereof.

            (hh) Neither the Company nor any Subsidiary (i) is in violation of
its certificate or articles of incorporation, by-laws, certificate of formation,
limited liability company

                                       11
<PAGE>

agreement or other organizational documents, (ii) is in default under, and no
event has occurred which, with notice or lapse of time, or both, would
constitute a default under or result in the creation or imposition of any Lien
upon any property or assets of the Company or any of its subsidiaries pursuant
to, any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it is bound or to which any of its
property or assets is subject or (iii) is in violation in any respect of any
law, rule, regulation, ordinance, directive, judgment, decree or order of any
judicial, regulatory or other legal or governmental agency or body, foreign or
domestic, except (in the case clauses (ii) and (iii) above) violations or
defaults that could not (individually or in the aggregate) reasonably be
expected to have a Material Adverse Effect and except (in the case of clause
(ii) alone) for any Lien disclosed in the Offering Memorandum;

            (ii) The Company is in compliance with applicable provisions of the
Sarbanes-Oxley Act that are effective.

            (jj) The Company has implemented the "disclosure controls and
procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act)
required in order for the Chief Executive Officer and Chief Financial Officer of
the Company to engage in the review and evaluation process mandated by the
Exchange Act. The Company's "disclosure controls and procedures" are reasonably
designed to ensure that all information (both financial and non-financial)
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Rules and Regulations, and that all such
information is accumulated and communicated to the Company's management as
appropriate to allow timely decisions regarding required disclosure and to make
the certifications of the Chief Executive Officer and Chief Financial Officer of
the Company required under the Exchange Act with respect to such reports.

            (kk) Deloitte & Touche LLP and the audit committee of the Company's
Board of Directors have been advised of (i) all significant deficiencies and
material weaknesses in the design or operation of internal controls over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) which are reasonably likely to adversely affect the Company's ability to
record, process, summarize and report financial information and (ii) any fraud,
whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls over financial reporting.
The Chief Executive Officer and Chief Financial Officer have indicated in the
Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2004
and its Quarterly Reports on Form 10-Q for the fiscal quarters ended November
30, 2004 and February 28, 2005 any change in the Company's internal controls
over financial reporting that occurred during the Company's most recent fiscal
quarter reported on in such Annual Report or Quarterly Report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

            (ll) The section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operation - Critical Accounting Policies" in
the Offering Memorandum accurately and fully describes in accordance with
applicable SEC rules (i) accounting policies which the Company believes are the
most important in the portrayal of the financial condition and results of
operations of the Company and its consolidated subsidiaries and which require
management's most difficult, subjective or complex judgments ("critical

                                       12
<PAGE>

accounting policies"), (ii) judgments and uncertainties affecting the
application of critical accounting policies and (iii) explanation of the
likelihood that materially different amounts would be reported under different
conditions or using different assumptions.

            (mm) The Company's board of directors, senior management and audit
committee have reviewed and agreed with the selection, application and
disclosure of critical accounting policies and have consulted with their legal
advisers and independent accountants with regard to such disclosure.

            (nn) The section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources"
in the Offering Memorandum accurately and fully describes in accordance with
applicable SEC rules (i) all material trends, demands, commitments, events,
uncertainties and risks, and the potential effects thereof, that the Company
believes would materially affect liquidity and are reasonably likely to occur
and (ii) all off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on the financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources of the Company and the Subsidiaries
taken as a whole.

            (oo) Except as disclosed in the Offering Memorandum, there are no
outstanding guarantees or other contingent obligations (other than under product
warranties given in the ordinary course of business) of the Company or any
Subsidiary that could reasonably be expected to have a Material Adverse Effect.

            (pp) The Company and its Subsidiaries have all material
certifications required by the Association of American Railroads ("AAR") as a
railcar builder, repair and refurbishment facility and component manufacturer,
and products sold and leased by the Company and its Subsidiaries in North
America meet applicable AAR, Transport Canada and Federal Railroad
Administration standards.

            (qq) No event or circumstance has occurred or arisen that could
reasonably be expected to give rise to a requirement that the Company make
additional disclosure on Form 8-K and has not been so disclosed.

            (rr) The Settlement Agreement between the Company and the estate of
Alan James dated April 20, 2005 (the "Settlement Agreement"), has been duly
executed and delivered by the Company and, to the Company's knowledge, each
other party thereto, and constitutes the legal, valid and binding obligation of
the Company, and, to the Company's knowledge, each other party thereto,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). The
Settlement Agreement is in full force and effect, and neither the Company nor,
to the Company's knowledge, any other party thereto, is in breach of, or default
under, the Settlement Agreement, and no event has occurred that with notice or
lapse of time or both would constitute such a breach or default thereunder by
the Company or, to the Company's knowledge, any other party thereto. There is no
pending or, to the Company's knowledge, threatened action,

                                       13
<PAGE>

suit, proceeding or claim by any person or any judicial, regulatory or other
legal or governmental agency or body challenging the validity, enforcement or
other aspect of the Settlement Agreement, and the Company is unaware of any
facts which would form a reasonable basis for any such claim. No governmental
entity having competent jurisdiction has taken any action or issued any order
restraining, enjoining or otherwise prohibiting the transactions contemplated by
the Settlement Agreement.

            (ss) The Stock Purchase Agreement among the Company, William Furman,
George Chelius, as Executor of the Will and Estate of Alan James and as Trustee
and Eric Epperson, as Executor of the Will and Estate of Alan James and as
Trustee dated April 20, 2005 (the "Stock Purchase Agreement"), has been duly
executed and delivered by the Company and, to the Company's knowledge, each
other party thereto, and constitutes the legal, valid and binding obligation of
the Company, and, to the Company's knowledge, each other party thereto,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). The Stock
Purchase Agreement is in full force and effect, and neither the Company nor, to
the Company's knowledge, any other party thereto, is in breach of, or default
under, the Stock Purchase Agreement, and no event has occurred that with notice
or lapse of time or both would constitute such a breach or default thereunder by
the Company or, to the Company's knowledge, any other party thereto. There is no
pending or, to the Company's knowledge, threatened action, suit, proceeding or
claim by any person or any judicial, regulatory or other legal or governmental
agency or body challenging the validity, enforcement or other aspect of the
Stock Purchase Agreement, and the Company is unaware of any facts which would
form a reasonable basis for any such claim.

            (tt) The Indenture has been duly authorized by the Company and each
Guarantor and, when duly executed and delivered by the Company and each
Guarantor, will be the legal, valid and binding agreement of the Company and
each Guarantor, enforceable against each of them in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law). On the Closing Date, the Indenture will comply in all
material respects with the requirements of the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the rules and regulations of the
Commission applicable to an indenture which is qualified thereunder. The
Offering Memorandum contains a summary of the terms of the Indenture, which is
accurate in all material respects.

            (uu) The Registration Rights Agreement has been duly authorized by
the Company and each Guarantor and, when duly executed and delivered by the
Company and each Guarantor, will be the legal, valid and binding obligation of
the Company and each Guarantor, enforceable against each of them in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at

                                       14
<PAGE>

law) and except that rights to indemnity and contribution thereunder may be
limited by applicable law and public policy. The Offering Memorandum contains a
summary of the terms of the Registration Rights Agreement, which is accurate in
all material respects.

            (vv) The Notes have been duly authorized by the Company for issuance
and sale to the Initial Purchasers pursuant to this Agreement and, when
executed, authenticated and issued in accordance with the terms of the Indenture
and delivered against payment therefor in accordance with the terms hereof and
thereof, the Notes will be the legal, valid and binding obligations of the
Company, enforceable against it in accordance with their terms and entitled to
the benefits of the Indenture, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

            (ww) The Guarantees of the Notes have been duly authorized by each
of the Guarantors and, when executed and delivered in accordance with the terms
of the Indenture and when the Notes have been executed, authenticated and issued
in accordance with the terms of the Indenture and delivered against payment
therefor in accordance with the terms hereof and thereof, the Guarantees of the
Notes will be the legal, valid and binding obligations of each of the
Guarantors, enforceable against each of them in accordance with their terms and
entitled to the benefits of the Indenture, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

            (xx) The Exchange Notes have been duly authorized for issuance by
the Company and, when issued, authenticated and delivered in accordance with the
terms of the Exchange Offer and the Indenture, the Exchange Notes will be the
legal, valid and binding obligations of the Company, enforceable against it in
accordance with their terms and entitled to the benefits of the Indenture,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

            (yy) The Guarantees of the Exchange Notes have been duly authorized
by each of the Guarantors and, when issued, authenticated and delivered in
accordance with the terms of the Indenture and when the Exchange Notes have been
issued and authenticated in accordance with the terms of the Exchange Offer and
the Indenture, the Guarantees of the Exchange Notes will be the legal, valid and
binding obligations of each of the Guarantors, enforceable against each of them
in accordance with their terms and entitled to the benefits of the Indenture,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

            (zz) Subject to compliance by the Initial Purchasers with Sections 2
and 7 hereof, it is not necessary in connection with the offer, sale and
delivery of the Notes to the

                                       15
<PAGE>

Initial Purchasers and to each Subsequent Purchaser in the manner contemplated
by this Agreement and the Offering Memorandum to register the Notes under the
Securities Act or, until such time as the Exchange Notes are issued pursuant to
an effective registration statement, to qualify the Indenture under the Trust
Indenture Act of 1939 (the "Trust Indenture Act," which term, as used herein,
includes the rules and regulations of the Commission promulgated thereunder).

            (aaa) None of the Company, its Affiliates, or any person acting on
its or any of their behalf (other than the Initial Purchasers, as to whom the
Company makes no representation or warranty) has engaged or will engage, in
connection with the offering of the Notes, in any form of general solicitation
or general advertising within the meaning of Rule 502 under the Securities Act.
With respect to those Notes sold in reliance upon Regulation S, (i) none of the
Company, its Affiliates or any person acting on its or their behalf (other than
the Initial Purchasers, as to whom the Company makes no representation or
warranty) has engaged or will engage in any directed selling efforts within the
meaning of Regulation S and (ii) each of the Company and its Affiliates and any
person acting on its or their behalf (other than the Initial Purchasers, as to
whom the Company makes no representation or warranty) has complied and will
comply with the offering restrictions set forth in Regulation S. The Offering
Memorandum will contain the disclosure required by Rule 902. The Company is a
"reporting issuer" as defined in Rule 902 under the Securities Act.

            (bbb) The Notes are eligible for resale pursuant to Rule 144A and
will not be, at the Closing Date, of the same class as securities listed on a
national securities exchange registered under Section 6 of the Exchange Act or
quoted in a U.S. automated interdealer quotation system.

            (ccc) Each of the Company and the Guarantors is, and immediately
after the Closing Date will be, Solvent. As used herein, the term "Solvent"
means, with respect to any person on a particular date, that on such date (i)
the fair market value of the assets of such person is greater than the total
amount of liabilities (including contingent liabilities) of such person, (ii)
the present fair salable value of the assets of such person is greater than the
amount that will be required to pay the probable liabilities of such person on
its debts as they become absolute and matured, (iii) such person is able to
realize upon its assets and pay its debts and other liabilities, including
contingent obligations, as they mature and (iv) such person does not have
unreasonably small capital.

      Any certificate signed by an officer of the Company or any Guarantor and
delivered to the Initial Purchasers or to counsel for the Initial Purchasers
shall be deemed to be a representation and warranty by the Company or such
Guarantor to each Initial Purchaser as to the matters set forth therein.

      SECTION 2. Purchase, Sale and Delivery of the Notes.

            (a) The Notes. Each of the Company and the Guarantors agrees to
issue and sell to the Initial Purchasers, severally and not jointly, all of the
Notes, and the Initial Purchasers agree, severally and not jointly, to purchase
from the Company and the Guarantors the aggregate principal amount of Notes set
forth opposite their names on Schedule A, at a purchase price of

                                       16
<PAGE>

100% of the principal amount thereof payable on the Closing Date, in each case,
on the basis of the representations, warranties and agreements herein contained,
and upon the terms, subject to the conditions thereto, herein set forth.

            (b) The Closing Date. Delivery of certificates for the Notes in
definitive form to be purchased by the Initial Purchasers and payment therefor
shall be made at the offices of Gibson, Dunn & Crutcher LLP, 333 South Grand
Avenue, Los Angeles, California 90071 (or such other place as may be agreed to
by the Company and the Initial Purchasers at 9:00 a.m. New York City time, on
May 11, 2005 or such other time and date as the Initial Purchasers shall
designate by notice to the Company (the time and date of such closing are called
the "Closing Date"). The Company hereby acknowledges that circumstances under
which the Initial Purchasers may provide notice to postpone the Closing Date as
originally scheduled include, but are in no way limited to, any reasonable
determination by the Company and the Initial Purchasers to recirculate to
investors copies of an amended or supplemented Offering Memorandum or a delay as
contemplated by the provisions of Section 16 hereof.

            (c) Delivery of the Notes. The Company shall deliver, or cause to be
delivered, to Banc of America Securities LLC for the accounts of the several
Initial Purchasers certificates for the Notes at the Closing Date against the
irrevocable release of a wire transfer of immediately available federal funds
for the amount of the purchase price therefor. The certificates for the Notes
shall be in such denominations and registered in the name of Cede & Co., as
nominee of the Depositary and shall be made available for inspection on the
business day preceding the Closing Date at a location in New York City, as the
Initial Purchasers may designate. Time shall be of the essence, and delivery at
the time and place specified in this Agreement is a further condition to the
obligations of the Initial Purchasers.

            (d) Delivery of Offering Memorandum to the Initial Purchasers. Not
later than 12:00 p.m., New York City time, on the second business day following
the date of this Agreement, the Company shall deliver or cause to be delivered
copies of the Offering Memorandum in such quantities and at such places as the
Initial Purchasers shall reasonably request.

            (e) Initial Purchasers as Qualified Institutional Buyers. Each
Initial Purchaser severally and not jointly represents and warrants to, and
agrees with, the Company that it is a "qualified institutional buyer" within the
meaning of Rule 144A (a "Qualified Institutional Buyer").

      SECTION 3. Additional Covenants. Each of the Company and the Guarantors
further covenants and agrees with each Initial Purchaser as follows:

            (a) Initial Purchasers' Review of Proposed Amendments and
Supplements. Prior to amending or supplementing the Offering Memorandum
(including any amendment or supplement through incorporation by reference of any
report filed under the Exchange Act), the Company shall furnish to the Initial
Purchasers for review a copy of each such proposed amendment or supplement, and
the Company shall not use any such proposed amendment or supplement to which the
Initial Purchasers reasonably object.

                                       17
<PAGE>

            (b) Amendments and Supplements to the Offering Memorandum and Other
Securities Act Matters. If, prior to the completion of the placement of the
Notes by the Initial Purchasers with the Subsequent Purchasers, any event shall
occur or condition exist as a result of which, in the reasonable judgment of the
Company, it is necessary to amend or supplement the Offering Memorandum in order
to make the statements therein, in the light of the circumstances when the
Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or
if in the reasonable judgment of the Initial Purchasers or the Company, it is
otherwise necessary to amend or supplement the Offering Memorandum to comply
with law, the Company agrees to promptly prepare (subject to Section 3 hereof),
file with the Commission (with respect to Incorporated Documents) and furnish at
its own expense to the Initial Purchasers, amendments or supplements to the
Offering Memorandum so that the statements in the Offering Memorandum as so
amended or supplemented will not, in light of the circumstances when the
Offering Memorandum is delivered to a Subsequent Purchaser, be misleading or so
that the Offering Memorandum, as amended or supplemented, will comply with all
applicable law.

      Following the consummation of the Exchange Offer or the effectiveness of
an applicable shelf registration statement and for so long as the Notes are
outstanding if, in the reasonable judgment of the Initial Purchasers, the
Initial Purchasers or any of their Affiliates are required to deliver a
prospectus in connection with sales of, or market-making activities with respect
to, the Notes, to periodically amend the applicable registration statement so
that the information contained therein complies with the requirements of Section
10 of the Securities Act, to amend the applicable registration statement or
supplement the related prospectus or the documents incorporated therein when
necessary to reflect any material changes in the information provided therein so
that the registration statement and the prospectus will not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances existing as
of the date the prospectus is so delivered, not misleading and to provide the
Initial Purchasers with copies of each amendment or supplement filed and such
other documents as the Initial Purchasers may reasonably request.

      The Company hereby expressly acknowledges that the indemnification and
contribution provisions of Sections 8 and 9 hereof are specifically applicable
and relate to each offering memorandum, registration statement, prospectus,
amendment or supplement referred to in this Section 3.

            (c) Copies of the Offering Memorandum. The Company agrees to furnish
the Initial Purchasers, without charge, as many copies of the Offering
Memorandum and any amendments and supplements thereto as they shall have
reasonably requested.

            (d) Blue Sky Compliance. Each of the Company and the Guarantors
shall cooperate with the Initial Purchasers and counsel for the Initial
Purchasers to qualify or register (or to obtain exemptions from qualifying or
registering) all or any part of the Notes for offer and sale under the
securities laws of the several states of the United States, the provinces of
Canada or any other jurisdictions designated by the Initial Purchasers, shall
comply with such laws and shall continue such qualifications, registrations and
exemptions in effect so long as required for the distribution of the Notes. None
of the Company or any of the Guarantors shall be required to qualify as a
foreign corporation or to take any action that would subject it to general
service of process in any such jurisdiction where it is not presently qualified
or where it would be subject to

                                       18
<PAGE>

taxation as a foreign corporation. The Company will advise the Initial
Purchasers promptly upon receipt by the Company of any notice of the suspension
of the qualification or registration of (or any such exemption relating to) the
Notes for offering, sale or trading in any jurisdiction or any initiation or
threat of any proceeding for any such purpose, and in the event of the issuance
of any order suspending such qualification, registration or exemption, each of
the Company and the Guarantors shall use its best efforts to obtain the
withdrawal thereof at the earliest possible moment.

            (e) Use of Proceeds. The Company shall apply the net proceeds from
the sale of the Notes sold by it in the manner described under the caption "Use
of Proceeds" in the Offering Memorandum.

            (f) The Depositary. The Company will cooperate with the Initial
Purchasers and use its reasonable best efforts to permit the Notes to be
eligible for clearance and settlement through the facilities of the Depositary.

            (g) Additional Issuer Information. Prior to the completion of the
placement of the Notes by the Initial Purchasers with the Subsequent Purchasers,
the Company shall file, on a timely basis, with the Commission and the New York
Stock Exchange (the "NYSE") all reports and documents required to be filed under
Section 13 or 15 of the Exchange Act. Additionally, at any time when the Company
is not subject to Section 13 or 15 of the Exchange Act, for the benefit of
holders and beneficial owners from time to time of the Notes, the Company shall
furnish, at its expense, upon request, to holders and beneficial owners of Notes
and prospective purchasers of Notes information ("Additional Issuer
Information") satisfying the requirements of Rule 144A(d).

            (h) Future Reports to the Initial Purchasers. At any time when the
Company is not subject to Section 13 or 15 of the Exchange Act and any Notes or
Exchange Notes remain outstanding, the Company will furnish to the Initial
Purchasers: (i) as soon as practicable after the end of each fiscal year, copies
of the Annual Report of the Company containing the balance sheet of the Company
as of the close of such fiscal year and statements of income, stockholders'
equity and cash flows for the year then ended and the opinion thereon of the
Company's independent public or certified public accountants; (ii) as soon as
practicable after the filing thereof, copies of each proxy statement, Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K
or other report filed by the Company with the Commission, the NASD, Inc.
("NASD") or any securities exchange; and (iii) as soon as available, copies of
any report or communication of the Company mailed generally to holders of its
capital stock or debt securities (including the holders of the Notes), if, in
each case, such documents are not filed with the Commission within the time
periods specified by the Commission's rules and regulations under Section 13 or
15 of the Exchange Act.

            (i) No Integration. The Company agrees that it will not and will
cause its Affiliates (other than estate of Alan James (the "Estate") or any
representatives or agents acting on behalf of the Estate) not to make any offer
or sale of securities of the Company of any class if, as a result of the
doctrine of "integration" referred to in Rule 502 under the Securities Act, such
offer or sale would render invalid (for the purpose of (i) the sale of the Notes
by the Company to the Initial Purchasers, (ii) the resale of the Notes by the
Initial Purchasers to Subsequent

                                       19
<PAGE>

Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to
others) the exemption from the registration requirements of the Securities Act
provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder
or otherwise.

            (j) Legended Notes. Each certificate for a Note will bear the legend
contained in "Notice to Investors" in the Offering Memorandum for the time
period and upon the other terms stated in the Offering Memorandum.

            (k) PORTAL. The Company will use its reasonable best efforts to
cause such Notes to be eligible for the PORTAL Market.

      The Initial Purchasers, may, in their sole discretion, waive in writing
the performance by the Company or any Guarantor of any one or more of the
foregoing covenants or extend the time for their performance.

      SECTION 4. Payment of Expenses. The Company and the Guarantors, jointly
and severally, agree to pay (or reimburse the Initial Purchasers for) all
expenses incurred in connection with the performance of their respective
obligations hereunder and the consummation of the transactions contemplated
hereby, including, without limitation, (i) all costs, fees and expenses incurred
in connection the issuance, sale and delivery of the Notes and the Exchange
Notes, (ii) all fees and expenses of the Company's and the Guarantors' counsel,
independent public or certified public accountants and other advisors, (iii) all
costs and expenses incurred in connection with the preparation, printing,
filing, shipping and distribution of each Preliminary Offering Memorandum and
the Offering Memorandum (including financial statements and exhibits), and all
amendments and supplements thereto, this Agreement, the Registration Rights
Agreement, the Indenture and the Notes, (iv) all filing fees, attorneys' fees
and expenses incurred by the Company in connection with qualifying or
registering (or obtaining exemptions from the qualification or registration of)
all or any part of the Notes for offer and sale under the securities laws of the
several states of the United States, the provinces of Canada or other
jurisdictions designated by the Initial Purchasers (including, without
limitation, the cost of preparing, printing and mailing preliminary and final
blue sky or legal investment memoranda and any related supplements to the
Preliminary Offering Memorandum or Offering Memorandum, (v) the fees and
expenses of the Trustee, including the fees and disbursements of counsel for the
Trustee in connection with the Indenture, the Notes and the Exchange Notes, (vi)
any fees payable in connection with the rating of the Notes or the Exchange
Notes with the ratings agencies and the listing of the Notes with the PORTAL
Market, (vii) all fees and expenses (including reasonable fees and expenses of
counsel) of the Company and the Guarantors in connection with approval of the
Notes by the Depositary for "book-entry" transfer, and the performance by the
Company and the Guarantors of their respective obligations under this Agreement,
and (viii) all expenses incident to the "road show" for the offering of the
Notes, including the cost of any chartered airplane or other transportation. It
is understood, however, that except as otherwise provided in this Agreement, the
Initial Purchasers will pay all of their own costs and expenses (including the
fees and disbursements of their counsel).

      SECTION 5. Conditions of the Obligations of the Initial Purchasers. The
obligations of the several Initial Purchasers to purchase and pay for the Notes
as provided herein on the Closing

                                       20
<PAGE>

Date shall be subject to the accuracy of the representations and warranties on
the part of the Company and the Guarantors set forth in Section 1 hereof as of
the date hereof and as of the Closing Date as though then made and to the timely
performance by the Company of its covenants and other obligations hereunder, and
to each of the following additional conditions:

            (a) Accountants' Comfort Letter. On the date hereof, the Initial
Purchasers shall have received from Deloitte & Touche LLP, independent public or
certified public accountants for the Company, a letter dated the date hereof
addressed to the Initial Purchasers, in form and substance satisfactory to the
Initial Purchasers, containing statements and information of the type ordinarily
included in accountant's "comfort letters" to Initial Purchasers, delivered
according to Statement of Auditing Standards Nos. 72, 76 and 100 (or any
successor bulletins), with respect to the audited and unaudited financial
statements and certain financial information contained in or incorporated by
reference in the Offering Memorandum.

            (b) No Material Adverse Change or Ratings Agency Change. For the
period from and after the date of this Agreement and prior to the Closing Date:

                  (i) in the judgment of the Initial Purchasers there shall not
have occurred any Material Adverse Effect with respect to the business,
condition (financial or otherwise), results of operations, stockholders' equity,
properties or prospects of the Company and each Subsidiary of the Company listed
on Exhibit A hereto, taken as a whole; and

                  (ii) there shall not have occurred any downgrading, nor shall
any notice have been given of any intended or potential downgrading or of any
review for a possible change that does not indicate the direction of the
possible change, in the rating accorded any securities or indebtedness of the
Company or any of its subsidiaries by any "nationally recognized statistical
rating organization" as such term is defined for purposes of Rule 436 under the
Securities Act.

            (c) Opinion of Counsel for the Company. On the Closing Date, the
Initial Purchasers shall have received (i) the written opinion of Squire,
Sanders & Dempsey LLP, counsel for the Company, dated the Closing Date,
addressed to the Initial Purchasers to the effect set forth in Annex I and in
form and substance reasonably satisfactory to the Initial Purchasers, (ii) the
written opinion of Tonkon Torp LLP, counsel for the Company, dated the Closing
Date, addressed to the Initial Purchasers to the effect set forth in Annex II
and in form and substance reasonably satisfactory to the Initial Purchasers,
(iii) the written opinion of Norriss M. Webb, general counsel for the Company,
dated the Closing Date, addressed to the Initial Purchasers to the effect set
forth in Annex III and in form and substance reasonably satisfactory to the
Initial Purchasers and (iv) the written opinion of McCarthy Tetrault LLP,
Canadian regulatory counsel for the Company, dated the Closing Date, addressed
to the Initial Purchasers to the effect set forth in Annex III(A) and in form
and substance reasonably satisfactory to the Initial Purchasers

            (d) Opinion of Counsel for the Initial Purchasers. On the Closing
Date the Initial Purchasers shall have received the favorable opinion of Gibson,
Dunn & Crutcher LLP, counsel for the Initial Purchasers, dated as of such
Closing Date, with respect to such matters as may be reasonably requested by the
Initial Purchasers.

                                       21
<PAGE>

            (e) Officers' Certificate. On the Closing Date the Initial
Purchasers shall have received a written certificate executed by the Chief
Executive Officer of the Company and each Guarantor and the Chief Financial
Officer or Officer of the Company and each Guarantor, dated as of the Closing
Date, to the effect set forth in Section 5(b)(ii) hereof, and further to the
effect that:

                  (i) for the period from and after the date of this Agreement
and prior to the Closing Date there has not occurred any Material Adverse Effect
with respect to the business, condition (financial or otherwise), results of
operations, stockholders' equity, properties or prospects of the Company and its
Subsidiaries, taken as a whole;

                  (ii) the representations, warranties and covenants of the
Company set forth in Section 1 hereof are true and correct with the same force
and effect as though expressly made on and as of the Closing Date; and

                  (iii) the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to the Closing Date.

            (f) Bring-down Comfort Letter. On the Closing Date the Initial
Purchasers shall have received from Deloitte & Touche LLP, independent public or
certified public accountants for the Company, a letter dated such date, in form
and substance satisfactory to the Initial Purchasers, to the effect that they
reaffirm the statements made in the letter furnished by them pursuant to Section
5(a) hereof, except that the specified date referred to therein for the carrying
out of procedures shall be no more than three business days prior to the Closing
Date.

            (g) PORTAL Listing. At the Closing Date the Notes shall have been
designated for trading on the PORTAL Market.

            (h) The Depositary. At the Closing Date the Notes shall be eligible
for clearance and settlement through the facilities of the Depositary.

            (i) Registration Rights Agreement. The Company shall have entered
into the Registration Rights Agreement and the Initial Purchasers shall have
received executed counterparts thereof.

            (j) Additional Documents. On or before the Closing Date, the Initial
Purchasers and counsel for the Initial Purchasers shall have received such
information, documents and opinions as they may reasonably require for the
purposes of enabling them to pass upon the issuance and sale of the Notes as
contemplated herein, or in order to evidence the accuracy of any of the
representations and warranties, or the satisfaction of any of the conditions or
agreements, herein contained.

            (k) Equity Offering. On or before the Closing Date, the Company
shall have consummated the sale of no less than 4,500,000 shares of its common
stock in a registered public offering pursuant to its registration statement on
Form S-3 (No. 333-121181).

      If any condition specified in this Section 5 is not satisfied when and as
required to be satisfied, this Agreement may be terminated by the Initial
Purchasers by notice to the Company

                                       22
<PAGE>

at any time on or prior to the Closing Date, which termination shall be without
liability on the part of any party to any other party, except that Sections 4,
6, 8 and 9 hereof shall at all times be effective and shall survive such
termination.

      SECTION 6. Reimbursement of Initial Purchasers' Expenses. If this
Agreement is terminated by the Initial Purchasers pursuant to Section 5 or 10
hereof, including if the sale to the Initial Purchasers of the Notes on the
Closing Date is not consummated because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or to comply with any
provision hereof, the Company agrees to reimburse the Initial Purchasers (or
such Initial Purchasers as have terminated this Agreement with respect to
themselves), severally, upon demand for all out-of-pocket expenses that shall
have been reasonably incurred by the Initial Purchasers in connection with the
proposed purchase and the offering and sale of the Notes, including, without
limitation, roadshow expenses, printing expenses, reasonable fees and
disbursements of legal counsel, travel expenses, postage, facsimile and
telephone charges.

      SECTION 7. Offer, Sale and Resale.

            (a) Each of the Initial Purchasers, on the one hand, and the Company
and each of the Guarantors, on the other hand, hereby agree to observe the
following procedures in connection with the offer and sale of the Notes:

                  (i) Offers and sales of the Notes will be made only by the
Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions
in which such offers or sales are made.

                  (ii) Upon original issuance by the Company, and until such
time as the same is no longer required under the applicable requirements of the
Securities Act, the Notes (and all securities issued in exchange therefor or in
substitution thereof, other than the Exchange Notes) shall bear the following
legend:

      "THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY
      NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A
      PERSON WHOM THE SELLER `REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
      BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
      IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
      TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
      SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN
      ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      THE SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
      REQUESTS) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION

                                       23
<PAGE>

      STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL
      APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED STATES."

      Following the sale of the Notes by the Initial Purchasers to Subsequent
Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be
liable or responsible to the Company for any losses, damages or liabilities
suffered or incurred by the Company, including any losses, damages or
liabilities under the Securities Act, arising from or relating to any resale or
transfer of any Note.

            (b) Each of the Initial Purchasers, severally and not jointly,
represents, warrants and covenants to the Company and the Guarantors that:

                  (i) Such Initial Purchaser (A) is not acquiring the Notes with
a view to any distribution thereof that would violate the Securities Act or the
securities laws of any state of the United States or any other applicable
jurisdiction and (B) each offer or sale of the Notes has been and will be made
to persons whom the offeror or seller reasonably believes to be Qualified
Institutional Buyers or non-U.S. persons outside the United States to whom the
offeror or seller reasonably believes offers and sales of the Notes may be made
in reliance upon Regulation S upon the terms and conditions set forth in Annex
IV hereto, which Annex IV is hereby expressly made a part hereof.

                  (ii) The Notes have been and will be offered only by
approaching prospective Subsequent Purchasers on an individual basis. No general
solicitation or general advertising (within the meaning of Rule 502 under the
Securities Act) has or will be used in the United States in connection with the
offering of the Notes.

                  (iii) Such Initial Purchaser and its affiliates or any person
acting on its or their behalf have not engaged and will not engage in any
directed selling efforts within the meaning of Regulation S with respect to the
Notes.

                  (iv) The Notes offered and sold by the Initial Purchasers in
reliance upon Regulation S have been and will be offered and sold only in
offshore transactions.

                  (v) Such Initial Purchaser will use its reasonable best
efforts to deliver a copy of the Offering Memorandum to Subsequent Purchasers
purchasing the Notes from the Initial Purchasers on or before the Closing Date.

      SECTION 8. Indemnification.

            (a) The Company and the Guarantors, jointly and severally, agree to
indemnify and hold harmless each Initial Purchaser and each person, if any, who
controls any Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any and all losses,
liabilities, claims, damages and expenses whatsoever as incurred (including but
not limited to reasonable attorneys' fees and any and all expenses whatsoever
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation), joint or several, to which they or
any of them may become subject under the

                                       24
<PAGE>

Securities Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
a material fact contained in (A) the Preliminary Offering Memorandum or the
Offering Memorandum (or any amendment or supplement thereto) or (B) in any
materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of the offering of the Notes, including
any road show or investor presentations made to investors by the Company
(whether in person or electronically) ("Marketing Materials") but only if such
Marketing Materials are provided to investors together with the Preliminary
Offering Memorandum or the Offering Memorandum or (ii) the omission or alleged
omission to state in the Offering Memorandum, or in any supplement thereto or
amendment thereof, or in any Marketing Materials, a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that neither the Company nor any Guarantor will be liable in any such case to
the extent but only to the extent that any such loss, liability, claim, damage
or expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information relating to any Initial Purchaser
furnished to the Company and the Guarantors by or on behalf of such Initial
Purchaser expressly for use therein. This indemnity agreement will be in
addition to any liability which the Company and the Guarantors may otherwise
have, including but not limited to other liability under this Agreement.

            (b) Each Initial Purchaser, severally and not jointly, agrees to
indemnify and hold harmless the Company, each of the directors of the Company
and the Guarantors and each other person, if any, who controls the Company or
any of the Guarantors within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any losses, liabilities, claims, damages
and expenses whatsoever as incurred (including but not limited to reasonable
attorneys' fees and any and all expenses whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation), joint or several, to which they or any of them may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Preliminary Offering Memorandum or the Offering
Memorandum (or any amendment or supplement thereto), or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that any such
loss, liability, claim, damage or expense arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with information
relating to any Initial Purchaser furnished to the Company and the Guarantors in
by or on behalf of such Initial Purchaser specifically for use therein, which
are the (i) first sentence of the third paragraph, (ii) second sentence of the
fourth paragraph, (iii) third and fourth sentences of the sixth paragraph and
(iv) eighth and ninth paragraphs of the section entitled "Plan of Distribution"
in the Offering Memorandum; provided, however, that in no case shall any Initial
Purchaser be liable or responsible for any amount in excess of the underwriting
discount applicable to the Notes to be purchased by such Initial Purchaser
hereunder.

                                       25
<PAGE>

            (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of any claims or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the claim or the commencement
thereof (but the failure so to notify an indemnifying party shall not relieve
the indemnifying party from any liability which it may have under this Section 8
to the extent that it is not materially prejudiced as a result thereof and in
any event shall not relieve it from any liability that such indemnifying party
may have otherwise than on account of the indemnity agreement hereunder). In
case any such claim or action is brought against any indemnified party, and it
notifies an indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate, at its own expense in the defense of such
action, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided however, that counsel to the
indemnifying party shall not (except with the written consent of the indemnified
party) also be counsel to the indemnified party. The foregoing notwithstanding,
the indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of such
action within a reasonable time after notice of commencement of the action,
(iii) the indemnifying party does not diligently defend the action after
assumption of the defense or (iv) such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by the
indemnifying parties. No indemnifying party shall, without the prior written
consent of the indemnified parties, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
claim, investigation, action or proceeding in respect of which indemnity or
contribution may be or could have been sought by an indemnified party under this
Section 8 or Section 9 hereof (whether or not the indemnified party is an actual
or potential party thereto), unless (A) such settlement, compromise or judgment
(x) includes an unconditional release of the indemnified party from all
liability arising out of such claim, investigation, action or proceeding and (y)
does not include a statement as to or an admission of fault, culpability or any
failure to act, by or on behalf of the indemnified party and (B) the
indemnifying party confirms in writing its indemnification obligations hereunder
with respect to such settlement, compromise or judgment.

      SECTION 9. Contribution. In order to provide for contribution in
circumstances in which the indemnification provided for in Section 8 is for any
reason held to be unavailable from any indemnifying party or is insufficient to
hold harmless a party indemnified thereunder, the Company and the Guarantors, on
the one hand, and the Initial Purchasers, on the other hand, shall contribute to
the aggregate losses, claims, damages, liabilities and expenses of the nature
contemplated by such indemnification provision (including any investigation,
legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claims asserted, but after
deducting in the case of losses, claims, damages,

                                       26
<PAGE>

liabilities and expenses suffered by the Company or any Guarantor, any
contribution received by the Company and the Guarantors from persons, other than
the Initial Purchasers, who may also be liable for contribution, including
persons who control the Company or any of the Guarantors within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act as incurred) to which
the Company, the Guarantors and the Initial Purchasers may be subject, in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors, on the one hand, and the Initial Purchasers, on the
other hand, from the offering of the Notes or, if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to above but also the relative fault of the
Company and the Guarantors, on the one hand, and the Initial Purchasers, on the
other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Guarantors, on the one hand, and the Initial Purchasers, on the other
hand, shall be deemed to be in the same proportion as (i) the total proceeds
from the offering of the Notes (net of discounts and commissions but before
deducting expenses) received by the Company and the Guarantors and (ii) the
discounts and commissions received by the Initial Purchasers, respectively, in
each case as set forth in the table on the cover page of the Offering
Memorandum. The relative fault of the Company and the Guarantors, on the one
hand, and of each of the Initial Purchasers, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or any Guarantor
or the Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, the Guarantors and the Initial Purchasers agree that it would not
be just and equitable if contribution pursuant to this Section 9 were determined
by pro rata allocation (even if the Initial Purchasers were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
9. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 9 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any judicial, regulatory or
other legal or governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission. Notwithstanding the provisions of this Section 9,
(i) in no case shall any Initial Purchaser be required to contribute any amount
in excess of the amount by which the discounts and commissions applicable to the
Notes purchased by such Initial Purchaser pursuant to this Agreement exceeds the
amount of any damages which such Initial Purchaser has otherwise been required
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person, if any, who
controls an Initial Purchaser within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act and each person, if any, who controls the Company
or any Guarantor within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act shall have the same rights to contribution as the Company and
the Guarantors, as applicable, subject in each case to clauses (i) and (ii) of
the immediately preceding sentence. Any party entitled to contribution will,
promptly after receipt of notice of

                                       27
<PAGE>

commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this Section 9, notify each party or parties from whom contribution may be
sought, but the failure to so notify such party or parties shall not relieve the
party or parties from whom contribution may be sought from any obligation it or
they may have under this Section 9 or otherwise. The obligations of the Initial
Purchasers to contribute pursuant to this Section 9 are several in proportion to
the respective principal amount of Notes purchased by each of the Initial
Purchasers hereunder and not joint.

      SECTION 10. Termination of this Agreement. Prior to the Closing Date, this
Agreement may be terminated by the Initial Purchasers by notice given to the
Company if at any time: (i) trading or quotation in any of the Company's
securities shall have been suspended or limited by the Commission or by the
NYSE, or trading in securities generally on the NYSE shall have been suspended
or limited, or minimum or maximum prices shall have been generally established
on the stock exchange by the Commission or the NASD; (ii) a general banking
moratorium shall have been declared by any of federal, New York or Delaware
authorities; (iii) there shall have occurred any outbreak or escalation of
national or international hostilities or any crisis or calamity, or any change
in the United States or international financial markets, or any substantial
change or development involving a prospective substantial change in United
States' or international political, financial or economic conditions, as in the
judgment of the Initial Purchasers is material and adverse and makes it
impracticable or inadvisable to market the Notes in the manner and on the terms
described in the Offering Memorandum or to enforce contracts for the sale of
securities; (iv) in the judgment of the Initial Purchasers there shall have
occurred any Material Adverse Effect with respect to the business, condition
(financial or otherwise), results of operations, stockholders' equity,
properties or prospects of the Company and its Subsidiaries, taken as a whole;
or (v) the Company shall have sustained a loss by strike, fire, flood,
earthquake, accident or other calamity of such character as in the judgment of
the Initial Purchasers may interfere materially with the conduct of the business
and operations of the Company regardless of whether or not such loss shall have
been insured. Any termination pursuant to this Section 10 shall be without
liability on the part of (i) the Company or any Guarantor to any Initial
Purchaser, except that the Company and the Guarantors shall be obligated to
reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6
hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to
any other party except that the provisions of Sections 8 and 9 hereof shall at
all times be effective and shall survive such termination.

      SECTION 11. Representations and Indemnities to Survive Delivery. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, the Guarantors, their respective officers and the
several Initial Purchasers set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of any Initial Purchaser, the Company, any Guarantor or any of their
partners, officers or directors or any controlling person, as the case may be,
and will survive delivery of and payment for the Notes sold hereunder and any
termination of this Agreement.

      SECTION 12. Notices. All communications hereunder shall be in writing and
shall be mailed, hand delivered, couriered or facsimiled and confirmed to the
parties hereto as follows:

      If to the Initial Purchasers:

                                       28
<PAGE>

         Banc of America Securities LLC
         9 West 57th Street
         New York, New York 10019
         Attention: Michael Browne

         with a copy to:

         Gibson, Dunn & Crutcher LLP,
         333 South Grand Avenue,
         Los Angeles, California, 90071,
         Attention: Karen Bertero

         If to the Company or the Guarantors:

         to the Company at its address set forth in the Offering Memorandum,
         Attention: Larry Brady.

         with a copy to:

         Squire, Sanders & Dempsey LLP,
         1300 Huntington Center,
         41 South High Street,
         Columbus Ohio 43215-6197
         Attention: Steve Mount

      Any party hereto may change the address or facsimile number for receipt of
communications by giving written notice to the others.

      SECTION 13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto, including any substitute Initial Purchasers
pursuant to Section 16 hereof, and to the benefit of the indemnified parties
referred to in Sections 8 and 9 hereof, and in each case their respective
successors, and no other person will have any right or obligation hereunder. The
term "successors" shall not include any Subsequent Purchaser of other purchaser
of the Notes as such from any of the Initial Purchasers merely by reason of such
purchase.

      SECTION 14. Partial Unenforceability. The invalidity or unenforceability
of any section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other section, paragraph or provision hereof.
If any section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.

      SECTION 15. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company
and the Initial Purchasers irrevocably (a) submit to the jurisdiction of any
court of the State of New York or the United State District Court for the
Southern District of the State of New York for the

                                       29
<PAGE>

purpose of any suit, action, or other proceeding arising out of this Agreement,
or any of the agreements or transactions contemplated by this Agreement, the
Registration Rights Agreement, the Indenture and the Offering Memorandum (each,
a "Proceeding"), (b) agree that all claims in respect of any Proceeding may be
heard and determined in any such court, (c) waive, to the fullest extent
permitted by law, any immunity from jurisdiction of any such court or from any
legal process therein, (d) agree not to commence any Proceeding other than in
such courts and (e) waive, to the fullest extent permitted by law, any claim
that such Proceeding is brought in an inconvenient forum. THE COMPANY (ON BEHALF
OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS
RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT, THE INDENTURE AND THE OFFERING
MEMORANDUM.

      SECTION 16. Default of One or More of the Several Initial Purchasers. If
any one or more of the several Initial Purchasers shall fail or refuse to
purchase Notes that it or they have agreed to purchase hereunder on the Closing
Date, and the aggregate number of Notes which such defaulting Initial Purchaser
or Initial Purchasers agreed but failed or refused to purchase does not exceed
10% of the aggregate number of the Notes to be purchased on such date, the other
Initial Purchasers shall be obligated, severally, in the proportions that the
number of Notes set forth opposite their respective names on Schedule A bears to
the aggregate number of Notes set forth opposite the names of all such
non-defaulting Initial Purchasers, or in such other proportions as may be
specified by the Initial Purchasers with the consent of the non-defaulting
Initial Purchasers, to purchase the Notes which such defaulting Initial
Purchaser or Initial Purchasers agreed but failed or refused to purchase on the
Closing Date. If any one or more of the Initial Purchasers shall fail or refuse
to purchase Notes and the aggregate number of Notes with respect to which such
default occurs exceeds 10% of the aggregate number of Notes to be purchased on
the Closing Date, and arrangements satisfactory to the Initial Purchasers and
the Company for the purchase of such Notes are not made within 48 hours after
such default, this Agreement shall terminate without liability of any party to
any other party except that the provisions of Sections 4, 6, 8 and 9 hereof
shall at all times be effective and shall survive such termination. In any such
case either the Initial Purchasers or the Company shall have the right to
postpone the Closing Date, as the case may be, but in no event for longer than
seven days in order that the required changes, if any, to the Offering
Memorandum or any other documents or arrangements may be effected.

      As used in this Agreement, the term "Initial Purchaser" shall be deemed to
include any person substituted for a defaulting Initial Purchaser under this
Section 16. Any action taken under this Section 16 shall not relieve any
defaulting Initial Purchaser from liability in respect of any default of such
Initial Purchaser under this Agreement.

      SECTION 17. General Provisions. This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This

                                       30
<PAGE>

Agreement may not be amended or modified unless in writing by all of the parties
hereto, and no condition herein (express or implied) may be waived unless waived
in writing by each party whom the condition is meant to benefit. The section
headings herein are for the convenience of the parties only and shall not affect
the construction or interpretation of this Agreement.

                                       31
<PAGE>

      If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.

                                 Very truly yours,

                                 THE GREENBRIER COMPANIES, INC.

                                 By: /s/ Larry G. Brady
                                     -------------------------------------------
                                     Name:  Larry G. Brady
                                     Title: Senior Vice President and CFO

                                 GREENBRIER-CONCARRIL, LLC

                                 By: /s/ Larry G. Brady
                                     -------------------------------------------
                                     Name:  Larry G. Brady
                                     Title: Vice President

                                 GREENBRIER LEASING CORPORATION

                                 By: /s/ Larry G. Brady
                                     -------------------------------------------
                                     Name:  Larry G. Brady
                                     Title: Vice President

                                 GREENBRIER LEASING LIMITED PARTNER, LLC

                                 By: Greenbrier Leasing Corporation, sole
                                 member and manager

                                 By: /s/ Larry G. Brady
                                     ---------------------------
                                 Name:  Larry G. Brady
                                 Title: Vice President

                                       32
<PAGE>

                                 GREENBRIER MANAGEMENT SERVICES, LLC
                                  by: Greenbrier Leasing Corporation, sole
                                  member and manager

                                 By: /s/ Larry G. Brady
                                     -------------------------------------------
                                     Name   Larry G. Brady
                                     Title: Vice President

                                 GREENBRIER LEASING, L.P.

                                 By Greenbrier Management Services, LLC,
                                 General Partner

                                 By: Greenbrier Leasing Corporation, sole
                                 member

                                 By: /s/ Larry G. Brady
                                     -------------------------------------------
                                     Name:  Larry G. Brady
                                     Title: Vice President

                                 GUNDERSON, INC.

                                 By: /s/ L. Clark Wood
                                     -------------------------------------------
                                     Name:  L. Clark Wood
                                     Title: CEO

                                 GUNDERSON MARINE, INC.

                                 By: /s/ L. Clark Wood
                                     -------------------------------------------
                                     Name:  L. Clark Wood
                                     Title: President

                                     GUNDERSON RAIL SERVICES, INC.

                                 By: /s/ Larry G. Brady
                                     -------------------------------------------
                                     Name:  Larry G. Brady
                                     Title: Vice President

                                       33
<PAGE>

                                     GUNDERSON SPECIALTY PRODUCTS, LLC

                                 By: /s/ L. Clark Wood
                                     -------------------------------------------
                                     Name:  L. Clark Wood
                                     Title: CEO

                                     AUTOSTACK CORPORATION

                                 By: /s/ Larry G. Brady
                                     -------------------------------------------
                                     Name:  Larry G. Brady
                                     Title: Vice President

                                     GREENBRIER RAILCAR, INC.

                                 By: /s/ Larry G. Brady
                                     -------------------------------------------
                                     Name:  Larry G. Brady
                                     Title: Vice President

                                       34
<PAGE>

      The foregoing Purchase Agreement is hereby confirmed and accepted by the
Initial Purchasers as of the date first above written.

BANC OF AMERICA SECURITIES LLC

By: /s/ Michael Brown
    -----------------------------
    Managing Director

BEAR, STEARNS & CO. INC.

By: /s/ Cary H. Thompson
    -----------------------------
    Managing Director

                                       35
<PAGE>

                                                                      SCHEDULE A

<TABLE>
<CAPTION>
                                         AGGREGATE
                                     PRINCIPAL AMOUNT
                                      OF NOTES TO BE
         INITIAL PURCHASERS             PURCHASED
----------------------------------   ----------------
<S>                                  <C>
Banc of America Securities LLC ...   $     87,500,000
Bear, Stearns & Co. Inc...........         87,500,000
                                     ----------------
         Total....................   $    175,000,000
                                     ----------------
</TABLE>

                                  Schedule A-1
<PAGE>

                                                                       EXHIBIT A

                                  SUBSIDIARIES

3048389 Nova Scotia Limited
Alliance Castings Company, LLC
Autostack Corporation
Chicago Castings Company, LLC
Greenbrier-Concarril, LLC
Greenbrier Europe B.V.
Greenbrier Germany GmbH
Greenbrier Leasing Corporation
Greenbrier Leasing, L.P.
Greenbrier Leasing Limited
Greenbrier Leasing Limited Partner, LLC
Greenbrier Management Services, LLC
Greenbrier Railcar, Inc.
Greenbrier U.K. Limited
Gunderson, Inc.
Gunderson-Concarril, S.A. de C.V.
Gunderson Marine, Inc.
Gunderson Rail Services, Inc.
Gunderson Specialty Products, LLC
Ohio Castings Company, LLC
TrentonWorks Limited
WagonySwidnica S.A.

                                    Exhibit A
<PAGE>

                                                                       EXHIBIT B

                               COMPANY STATEMENTS

1.    "Although no formal statistics are available for the European market, we
      believe we are the second largest new freight car manufacturer with an
      estimated 20% market share."

2.    "...we believe we also hold a leading market position in the manufacturing
      of railcars in Europe."

3.    "...we believe that approximately 2,000 railcars are refurbished each
      year..."

                                    Exhibit B

<PAGE>

                                                                       EXHIBIT C

3048389 Nova Scotia Limited      The Greenbrier Companies, Inc. owns 100% of the
                                 common stock. Preferred investors also have an
                                 interest in this entity.

Ohio Castings Company, LLC       Gunderson Specialty Products, LLC owns 33 1/3%
                                 of the entity.

Alliance Castings Company, LLC   Ohio Castings Company, LLC owns 100% of this
                                 entity.

Chicago Castings Company, LLC    Ohio Castings Company, LLC owns 100% of this
                                 entity.

WagonySwidnica S.A.              Greenbrier Europe B.V. owns 97% of this entity.

                                    Exhibit C

<PAGE>

                                                                         ANNEX I

                       FORM OF OPINION OF COMPANY COUNSEL

      (a) The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware, with the corporate power and authority
to own its properties and conduct its business as described in the Offering
Memorandum.

      (b) Each of the Company and the Guarantors has all requisite corporate or
company power and authority to execute, deliver and perform its obligations
under this Agreement and each of the other Operative Documents to which it is a
party and to consummate the transactions contemplated hereby and thereby,
including, without limitation, the corporate or company power and authority to
issue, sell and deliver the Notes and to issue and deliver the Guarantees as
provided herein.

      (c) The Purchase Agreement has been duly authorized, executed and
delivered by the Company and each of the Guarantors.

      (d) The Registration Rights Agreement has been duly authorized, executed
and delivered by the Company and each of the Guarantors, and is the legal, valid
and binding agreement of the Company and each of the Guarantors, enforceable
against each of them in accordance with its terms.

      (e) The Indenture has been duly authorized, executed and delivered by the
Company and each of the Guarantors and is the legal, valid and binding agreement
of the Company and each of the Guarantors, enforceable against each of them in
accordance with its terms.

      (f) The Notes have been duly authorized and executed by the Company for
issuance and sale to the Initial Purchasers pursuant to the Purchase Agreement,
and, when authenticated in accordance with the terms of the Indenture and
delivered against payment therefor in accordance with the terms thereof, the
Notes will be the legal, valid and binding obligations of the Company,
enforceable against it in accordance with their terms and entitled to the
benefits of the Indenture.

      (g) The Guarantees of the Notes have been duly authorized and executed by
each of the Guarantors and, when delivered in accordance with the terms of the
Indenture and when the Notes have been issued and authenticated in accordance
with the terms of the Indenture and delivered against payment therefor in
accordance with the terms thereof, such Guarantees will be the legal, valid and
binding obligations of each of the Guarantors, enforceable against each of them
in accordance with their terms and entitled to the benefits of the Indenture.

      (h) The Exchange Notes have been duly authorized for issuance by the
Company, and, when issued, executed and authenticated in accordance with the
terms of the Exchange Offer and the Indenture, the Exchange Notes will be the
legal, valid and binding obligations of

                                   Annex II-1

<PAGE>

the Company, enforceable against it in accordance with their terms and entitled
to the benefits of the Indenture.

      (i) The Guarantees of the Exchange Notes have been duly authorized by each
of the Guarantors and, when executed and delivered in accordance with the terms
of the Indenture and when the Exchange Notes have been executed, issued and
authenticated in accordance with the terms of the Exchange Offer and the
Indenture, such Guarantees will be the legal, valid and binding obligations of
each of the Guarantors, enforceable against each of them in accordance with
their terms and entitled to the benefits of the Indenture.

      (j) The execution, delivery and performance of this Agreement, the
Registration Rights Agreement and the Indenture and consummation of the
transactions contemplated by this Agreement, the Registration Rights Agreement,
the Indenture and the Offering Memorandum do not and will not result in a
violation of any law, rule or regulation of the United States of America or the
State of New York applicable to the Company and its Subsidiaries.

      (k) No consent, approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or any judicial,
regulatory or other legal or governmental agency or body is required for the
execution, delivery and performance this Agreement, the Registration Rights
Agreement and the Indenture or consummation of the transactions contemplated by
this Agreement, the Registration Rights Agreement, the Indenture and the
Offering Memorandum except for (i) such as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of
the Notes and the Guarantees of the Notes by the Initial Purchasers or regarding
the Exchange Notes and the Guarantees of the Exchange Notes (as to which such
counsel need express no opinion) and (ii) such as may be required under the Act
as regards the Exchange Notes and the Guarantees of the Exchange Notes.

      (l) The Company is not and, after giving effect to the offering and sale
of the Notes and the application of the proceeds thereof as described in the
Offering Memorandum, will not be, an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended.

      (m) The statements under the captions "Description of Notes" and "United
States Federal Income Tax Considerations" in the Offering Memorandum, insofar as
such statements constitute a summary of the legal matters or documents referred
to therein, present fairly in all material respects such legal matters or
documents in the context in which presented in the Offering Memorandum. The
Company has an authorized capitalization as set forth in Offering Memorandum.

      (n) Assuming the accuracy of the representations, warranties and covenants
of the Company and the Initial Purchasers contained herein, no registration of
the Notes or the Guarantees of the Notes under the Securities Act, and no
qualification of an indenture under the Trust Indenture Act with respect
thereto, is required in connection with the purchase of the Notes by the Initial
Purchasers or the initial resale of the Notes by the Initial Purchasers to
Qualified Institutional Buyers in the manner contemplated by this Agreement and
the Offering

                                   Annex II-1

<PAGE>

Memorandum. Such counsel need express no opinion, however, as to when or under
what circumstances Notes initially sold by the Initial Purchasers may be
reoffered or resold.

      (o) The Notes are eligible for resale pursuant to Rule 144A and will not
be, at the Closing Date, of the same class as securities listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in
a U.S. automated interdealer quotation system.

      (p) The Offering Memorandum contains the disclosure required by Rule 902
of the Securities Act. The Company is a "reporting issuer" as defined in Rule
902 under the Securities Act.

      (q) The Indenture complies as to form in all material respects with the
requirements of the Trust Indenture Act and the rules and regulations of the
Commission applicable to an indenture that is qualified thereunder.

      (r) The Incorporated Documents (other than the financial statements and
schedules and other financial data included or incorporated by reference
therein, as to which no opinion need be rendered) at the time such documents
were filed with the Commission, complied as to form in all material respects
with the Act or the Exchange Act, as applicable, and the Rules and Regulations.

      Our opinions in paragraphs (d), (e), (f), (g), (h) and (i) above also are
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity (whether considered in a
proceeding at law or in equity), and our opinion in paragraph (d) above is
additionally subject to limitations upon the rights of indemnification and
contribution that may be imposed by federal or state securities laws or
principles of public policy.

      In addition, such counsel shall state that it has participated in
conferences with officers and other representatives of the Company and the
Guarantors, representatives of the independent auditors of the Company and the
Guarantors and the Initial Purchasers and their representatives at which the
contents of the Offering Memorandum and related matters were discussed and,
although it is not passing upon, and does not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in the Offering
Memorandum and has not made any independent check or verification thereof,
during the course of such participation, no facts have come to its attention
that led it to believe that the Offering Memorandum, as of its date or the
Closing Date, contained or contains an untrue statement of a material fact or
omitted or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (except as to financial statements and other financial data included
or incorporated by reference therein or omitted therefrom, as to which no
opinion need be rendered).

                                   Annex II-1
<PAGE>

                                                                        ANNEX II

                                  May __, 2005

BANC OF AMERICA SECURITIES LLC
BEAR, STEARNS & CO. INC.
     As Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, New York 10019

                         The Greenbrier Companies, Inc.

      We are counsel to The Greenbrier Companies, Inc. (the "Company"). We have
been asked to render this opinion with respect to certain matters specifically
set forth herein pertaining to the Settlement Agreement, dated as of April 20,
2005 (the "Settlement Agreement") and the Stock Purchase Agreement, dated as of
April 20, 2005 (the "Stock Purchase Agreement"), each of such agreements being
by and among (a) George L. Chelius and Eric Epperson, as Executors of the Will
and Estate of Alan James and as Trustees (for convenience, the "Executors"), (b)
the Company and (c) William A. Furman. This opinion is delivered to you in
connection with the Closing of transactions contemplated by that certain
Purchase Agreement, dated as of May ___, 2005 (the "Purchase Agreement") between
and among the Company and Banc of America Securities LLC and Bear, Stearns & Co.
Inc. as Initial Purchasers.

      We have not acted as primary counsel to the Company in connection with the
Purchase Agreement or the transactions contemplated by the Purchase Agreement
and we express no opinion with respect to the Purchase Agreement or the offer or
sale of Shares of the Company's Common Stock under or pursuant to the Purchase
Agreement. This opinion is subject to the assumptions, qualifications,
limitations and exceptions set forth in Exhibit A to this letter. Initially
capitalized terms used in this opinion but not otherwise defined herein have the
meanings set forth in the Purchase Agreement.

      We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of (a) the Purchase Agreement, (b) the
Settlement Agreement, (c) the Stock Purchase Agreement, (d) the letter agreement
dated as of April 20, 2005 ("Letter Agreement") among the Company, Bear, Stearns
& Co., Inc., William A. Furman and the Executors and (e) such corporate records,
documents, certificates and other agreements and instruments (including, without
limitation, both official and unofficial databases and records available and
maintained by public officials) as we have deemed necessary or appropriate to
enable us to render the opinions hereinafter expressed. References in this
opinion to the Settlement Agreement or the Stock Purchase Agreement shall be
deemed to refer to the Settlement Agreement or the Stock Purchase Agreement as
the same are modified or supplemented by the Letter Agreement.

                                   Annex II-1

<PAGE>

      Based upon and subject to the foregoing, and the qualifications and
exclusions set forth herein, we are of the opinion that:

      (1) The Settlement Agreement has been validly authorized, executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

      (2) The Stock Purchase Agreement has been validly authorized, executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

      (3) The execution, delivery, and performance by the Company of the
Settlement Agreement and the Stock Purchase Agreement and consummation by the
Company of the transactions contemplated by the Settlement Agreement and the
Stock Purchase Agreement do not: (A) result in a breach of any of the terms and
provisions of, or constitute a default (or an event which with notice or lapse
of time, or both, would constitute a default) under, or result in the creation
or imposition of any Lien upon any property or assets of the Company or any of
its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan
agreement or any other agreement, instrument, franchise, license or permit known
to us to which the Company or any of its Subsidiaries is a party or by which any
of the Company or any of its Subsidiaries or their respective properties or
assets may be bound; (B) violate or conflict with any provision of the
certificate of incorporation, by-laws or other organizational documents of the
Company or any of its Subsidiaries; or (C) to the best of our knowledge, any
judgment, decree, order, statute, rule or regulation of any court or any
judicial, regulatory or other legal or governmental agency or body that is
applicable to the Company, except, in the case of clauses (A) and (C), for
breaches or violations that, singly or in the aggregate, would not have a
Material Adverse Effect.

      (4) No consent, approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or any judicial,
regulatory or other legal or governmental agency or body is required for the
execution, delivery and performance by the Company of the Settlement Agreement
and the Stock Purchase Agreement or consummation by the Company of the
transactions contemplated by the Settlement Agreement and the Stock Purchase
Agreement, except for such as may be required under state securities or Blue Sky
laws, in connection with the offer and sale of the Notes by the Initial
Purchasers, as to which matters we express no opinion.

      (5) The statements under the caption "Recent Developments - Settlement
with the Estate of Alan James" in the Offering Memorandum, insofar as such
statements constitute a summary of the legal matters or documents referred to
therein, are an accurate and fair

                                   Annex II-1

<PAGE>

presentation with respect to such legal matters and documents in the context in
which made the Offering Memorandum.

      Our opinions are limited to the matters stated in this letter. No
additional opinion is implied or may be inferred beyond the matters expressly
stated in this letter. The opinions expressed herein are limited to the federal
law of the United States, the Applicable Law of the State of Oregon and the
General Corporation Law of the State of Delaware. "Applicable Law" means the
published judicial and administrative decisions and the published rules and
regulations of governmental agencies, of the State of Oregon, in each case which
are generally available (i.e., in terms of access and distribution following
publication or other release) in a format that makes legal research reasonably
feasible, but does not include the statutes, ordinances, administrative
decisions, rules or regulations of counties, towns, municipalities or political
subdivisions. Notwithstanding the terms of the Settlement Agreement, the Stock
Purchase Agreement and the related documents to the effect that any such
agreement or instrument reflects the entire understanding of the parties with
respect to the subject matters therein, courts may consider or entertain parol
evidence.

      Whenever our opinion is based on circumstances "to our knowledge" or by
any other similar phrase, or where it is noted that nothing has been brought to
our attention, it means that the opinion stated is based solely on the conscious
awareness of facts or other information by Kenneth D. Stephens or Sherrill A.
Corbett or on certificates of officers (after discussion of the contents thereof
with such officers) of the Company or certificates of others as to the existence
or non-existence of the factual matters upon which such opinion is predicated.
We have not undertaken any investigation to determine the accuracy of the
matters covered by any such statement and any limited inquiry undertaken by us
during the preparation of this opinion letter should not be regarded as such an
investigation. No inference as to our knowledge of any matters bearing on the
accuracy of the facts underlying any such statement should be drawn from the
fact of our representation of the Company or any Subsidiary.

            This letter sets forth our opinion as of the date it bears. We do
not assume any obligation to provide you with any subsequent opinion or advice
by reason of any fact of which we did not have actual knowledge at that time, by
reason of any change subsequent to that time in any law covered by any of our
opinions, or for any other reason, even though the changes may affect a legal
analysis or conclusion or an information confirmation in this opinion letter.

      This opinion is rendered for your benefit, and may be relied upon only by
you, and only in connection with the transactions contemplated by the Purchase
Agreement. Accordingly, neither this letter nor the opinions expressed in it are
to be relied upon by any other person or entity, or for any other purpose, or
used, circulated, quoted in whole or in part or otherwise referred to in any
document or (except as required by judicial or administrative process or by
other requirements of law) filed with any governmental or other administrative
agency or other person or by any other person or entity or for any other purpose
without in each instance our express, prior written consent.

                                   Annex II-1

<PAGE>

                                 TONKON TORP LLP

                                   Annex II-1

<PAGE>

                                    EXHIBIT A

A.    ASSUMPTIONS

      We have relied, without investigation, upon the following assumptions:

                1.       Each individual, other than the Company, signing the
                         Settlement Agreement, the Stock Purchase Agreement and
                         the related documents has sufficient legal capacity to
                         enter into and perform the transactions contemplated by
                         those agreements (the "Transactions") and to carry out
                         his or her role under those documents.

                2.       Each document submitted to us for review is accurate
                         and complete, each such document that is an original is
                         authentic, each such document that is a copy conforms
                         to an authentic original, and all signatures on each
                         such document are genuine.

                3.       The Executors have satisfied those legal requirements
                         that are applicable to them to the extent necessary to
                         make the Settlement Agreement, the Stock Purchase
                         Agreement and the related documents enforceable against
                         them.

                4.       Each party to the Settlement Agreement, the Stock
                         Purchase Agreement and the related documents, other
                         than the Company, has complied with all legal
                         requirements pertaining to its status as such status
                         relates to its rights to enforce the Settlement
                         Agreement, the Stock Purchase Agreement and the related
                         documents against the Company.

                5.       Each person that is a party to the Settlement
                         Agreement, the Stock Purchase Agreement and the related
                         documents, other than the Company, has the power,
                         authority and legal right to execute and deliver, and
                         to perform such person's obligations under, the
                         Settlement Agreement, the Stock Purchase Agreement and
                         such other documents to which such person is a party.

                6.       Each person that is a party to the Settlement
                         Agreement, the Stock Purchase Agreement and the related
                         documents, other than the Company, has duly authorized,
                         executed and delivered the Settlement Agreement, the
                         Stock Purchase Agreement and such other documents to
                         which such person is a party.

                                   Annex II-1

<PAGE>

                7.       The Settlement Agreement, the Stock Purchase Agreement
                         and the related documents constitute legal, valid and
                         binding obligations of each party thereto, other than
                         the Company, enforceable against each such party in
                         accordance with their terms.

                8.       The parties to the Settlement Agreement and the Stock
                         Purchase Agreement have received the consideration to
                         be delivered to them at the Closing pursuant to the
                         terms of such agreements.

                9.       No action has been taken nor will be taken by any
                         party, other than the Company, before the Closing that
                         would give rise to a defense by any other party that
                         one or more provisions of the Settlement Agreement, the
                         Stock Purchase Agreement or the related documents are
                         unenforceable.

                10.      There has not been any mutual mistake of fact or
                         misunderstanding, fraud, duress or undue influence in
                         connection with the Settlement Agreement, the Stock
                         Purchase Agreement or the related documents.

                11.      The conduct of the parties to the Settlement Agreement,
                         the Stock Purchase Agreement and the related documents
                         has complied with any requirement of good faith, fair
                         dealing and conscionability.

                12.      There are no agreements or understandings among the
                         parties, written or oral, and there is no usage of
                         trade or course of prior dealing among the parties that
                         would, in either case, define, supplement or qualify
                         the terms of the Settlement Agreement, the Stock
                         Purchase Agreement or the related documents.

                13.      All conditions precedent to the effectiveness of the
                         Settlement Agreement, the Stock Purchase Agreement and
                         the related documents have been satisfied or waived.

                14.      The constitutionality or validity of a relevant
                         statute, rule, regulation, or agency action is not in
                         issue unless a reported decision in the State of
                         Delaware or Oregon has specifically addressed but not
                         resolved, or has established, its unconstitutionality
                         or invalidity.

                                   Annex II-1

<PAGE>

                15.      All agreements and court orders, if any, affecting the
                         Company or any of its Subsidiaries would be enforced as
                         written.

B. EXCLUSIONS

      We express no opinion as to the legality, validity, binding effect, or
enforceability or unenforceability of provisions of the Settlement Agreement or
Stock Purchase Agreement which may:

1.    Purport to require waivers or amendments to be in writing or signed by all
      parties;

2.    Purport to provide for exclusive jurisdiction in any venue;

3.    Relate to severability of any material invalid provision, or

4.    Provide for exculpation or indemnification (to the extent exculpation or
      indemnification may be limited by public policy), or which may purport to
      exculpate or indemnify a party from the consequences of its own
      negligence, breach of fiduciary duty, gross negligence, recklessness,
      willful misconduct, or unlawful conduct).

                                   Annex II-1

<PAGE>

                                                                       ANNEX III

                FORM OF OPINION OF GENERAL COUNSEL OF THE COMPANY

      (a) Each of the Company's Subsidiaries has been duly organized and is
validly existing and in good standing under the laws of its jurisdiction of
organization and has all necessary corporate power and authority to own, lease
and operate its property and to conduct its business as described in the
Offering Memorandum. Each of the Company and its Subsidiaries is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the character or location of its properties (owned, leased
or licensed) or the nature or conduct of its business makes such qualification
necessary, except for those failures to be so qualified or in good standing
which would not (individually or when aggregated with other such instances) have
a material adverse effect on the business, condition (financial or otherwise),
results of operations, stockholders' equity, properties or prospects of the
Company and its subsidiaries taken as a whole (a "Material Adverse Effect").

      (b) Neither the Company nor any of its Subsidiaries is in violation of its
respective charter or by-laws and, to such counsel's knowledge, neither the
Company nor any of its Subsidiaries is in default in the performance of any
obligation, agreement, covenant or condition contained in any indenture, loan
agreement, mortgage, lease or other agreement or instrument to which the Company
or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries or their respective property is bound, except for defaults that,
singly or in the aggregate, would not have a Material Adverse Effect.

      (c) Except as disclosed in the Offering Memorandum, to such counsel's
knowledge, neither the Company nor any of its Subsidiaries has violated any
environmental law, any provisions of the Employee Retirement Income Security Act
of 1974, as amended, or any provisions of the Foreign Corrupt Practices Act, or
the rules and regulations promulgated thereunder, except for such violations
which, singly or in the aggregate, would not have a Material Adverse Effect.

      (d) Each of the Company and its Subsidiaries has such authorizations of,
and has made all filings with and notices to, all governmental or regulatory
authorities and self-regulatory organizations and all courts and other
tribunals, including, without limitation, under any applicable environmental
laws, as are necessary to own, lease, license and operate its respective
properties and to conduct its business, except where the failure to have any
such authorization or to make any such filing or notice would not, singly or in
the aggregate, have a Material Adverse Effect; each such authorization is valid
and in full force and effect and each of the Company and its Subsidiaries is in
compliance with all the terms and conditions thereof and with the rules and
regulations of the authorities and governing bodies having jurisdiction with
respect thereto; and no event has occurred (including, without limitation, the
receipt of any notice from any authority or governing body) which allows or,
after notice or lapse of time or both, would allow, revocation, suspension or
termination of any such authorization or results or, after notice or lapse of
time or both, would result in any other impairment of the rights of the holder
of any such authorization; and such authorizations contain no restrictions that
are

                                   Annex III-1

<PAGE>

burdensome to the Company or any of its Subsidiaries; except where such failure
to be valid and in full force and effect or to be in compliance, the occurrence
of any such event or the presence of any such restriction would not, singly or
in the aggregate, have a Material Adverse Effect.

      (e) Other than as set forth in the Offering Memorandum, there are no
judicial, regulatory or other legal or governmental proceedings pending to which
the Company or any of its Subsidiaries is a party or of which any property of
the Company or any of its Subsidiaries is the subject which, if determined
adversely to the Company or any of its Subsidiaries, would singly or in the
aggregate have a Material Adverse Effect; and, to such counsel's knowledge, no
such proceedings are threatened or contemplated.

      (f) The execution, delivery, and performance of this Agreement, the
Registration Rights Agreement and the Indenture and consummation of the
transactions contemplated by this Agreement, the Registration Rights Agreement,
the Indenture and the Offering Memorandum do not and will not (A) conflict with
or result in a breach of any of the terms and provisions of, or constitute a
default (or an event which with notice or lapse of time, or both, would
constitute a default) under, or result in the creation or imposition of any Lien
upon property or assets of the Company or any of its Subsidiaries pursuant to,
any indenture, mortgage, deed of trust, loan agreement or any other material
agreement, instrument, franchise, license or permit to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries or their respective properties or assets may be bound, or (B)
violate or conflict with any provision of the certificate of incorporation,
by-laws or other organizational documents of the Company or any of its
Subsidiaries, or (C) violate any judgment, decree, order, statute, rule or
regulation of any court or any judicial, regulatory or other legal or
governmental agency or body of the United States of America or the State of
Oregon applicable to the Company or any of its Subsidiaries.

      (g) All of the issued and outstanding shares of capital stock of the
Company have been duly authorized and validly issued, are fully paid and
nonassessable and are not subject to any preemptive or, to the best of such
counsel's knowledge, similar rights that entitle or will entitle any person to
acquire any capital stock from the Company upon issuance or sale thereof. All of
the issued shares of capital stock of each Subsidiary of the Company have been
duly authorized and validly issued and are fully paid and nonassessable and are
owned directly or indirectly by the Company, free and clear of all Liens.

      (h) The statements under the caption "Business - Legal Matters" in the
Offering Memorandum, insofar as such statements constitute a summary of the
legal matters, documents or proceedings referred to therein, present fairly in
all material respects such legal matters, documents and proceedings in the
context in which presented in the Offering Memorandum.

                                   Annex III-1

<PAGE>

                                                                    ANNEX III(A)

          FORM OF OPINION OF CANADIAN REGULATORY COUNSEL OF THE COMPANY

                                    [to come]

                                 Annex III(A)-1

<PAGE>

                                                                        ANNEX IV

                  RESALE PURSUANT TO REGULATION S OR RULE 144A.

      Each Initial Purchaser understands that:

      Such Initial Purchaser agrees that it has not offered or sold and will not
offer or sell the Notes in the United States or to, or for the benefit or
account of, a U.S. Person (other than a distributor), in each case, as defined
in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii)
otherwise until 40 days after the later of the commencement of the offering of
the Notes pursuant hereto and the Closing Date, other than in accordance with
Regulation S or another exemption from the registration requirements of the
Securities Act. Such Initial Purchaser agrees that, during such 40-day
restricted period, it will not cause any advertisement with respect to the Notes
(including any "tombstone" advertisement) to be published in any newspaper or
periodical or posted in any public place and will not issue any circular
relating to the Notes, except such advertisements as are permitted by and
include the statements required by Regulation S.

      Such Initial Purchaser agrees that, at or prior to confirmation of a sale
of Notes by it to any distributor, dealer or person receiving a selling
concession, fee or other remuneration during the 40-day restricted period
referred to in Rule 903 of Regulation S , it will send to such distributor,
dealer or person receiving a selling concession, fee or other remuneration a
confirmation or notice to substantially the following effect:

      "The Securities covered hereby have not been registered under the U.S.
      Securities Act of 1933, as amended (the "Securities Act"), and may not be
      offered and sold within the United States or to, or for the account or
      benefit of, U.S. persons (i) as part of your distribution at any time or
      (ii) otherwise until 40 days after the later of the date the Securities
      were first offered to persons other than distributors in reliance upon
      Regulation S and the Closing Date, except in either case in accordance
      with Regulation S under the Securities Act (or in accordance with Rule
      144A under the Securities Act or to accredited investors in transactions
      that are exempt from the registration requirements of the Securities Act),
      and in connection with any subsequent sale by you of the Securities
      covered hereby in reliance on Regulation S under the Securities Act during
      the period referred to above to any distributor, dealer or person
      receiving a selling concession, fee or other remuneration, you must
      deliver a notice to substantially the foregoing effect. Terms used above
      have the meanings assigned to them in Regulation S under the Securities
      Act."
</TEXT>
</DOCUMENT>
