Exhibit 10.1

FIFTH AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS

THIS FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS dated as of May 21, 2025 (this “Amendment”), is entered into among THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Borrower”), the Guarantors party hereto, the New Guarantors (as defined below), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and its separate capacity as an L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Lenders party thereto and Bank of America, N.A., as Administrative Agent are parties to that certain Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended by that certain (i) First Amendment to Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of June 3, 2019, (ii) Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 27, 2021, (iii) Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 29, 2022, (iv) Fourth Amendment Letter Agreement, dated as of March 13, 2023 and (v) CDOR Transition Amendment, dated as of June 20, 2024, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”); and

WHEREAS, the parties hereto have agreed to amend the Existing Credit Agreement and certain other Loan Documents as provided herein (the Existing Credit Agreement, as so amended by this Amendment, the “Credit Agreement”).

NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Amendments. Effective upon satisfaction of the conditions precedent set forth in Section 2 below:

(a) the Existing Credit Agreement (excluding all schedules and exhibits, other than those certain schedules and exhibits thereto specified below) is hereby amended and restated in its entirety as set forth in Annex A attached hereto; and

(b) Exhibit D (Compliance Certificate) of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Annex B attached hereto.

(c) Schedules 2.01, 7.01, 7.02, 7.03 and 10.02 of the Existing Credit Agreement are hereby amended and restated in their entirety as set forth in Annex C attached hereto.

(d) A new Schedule 2.11 is hereby added to the Credit Agreement to read as set forth in Schedule 2.11 attached hereto.

(e) Schedules 1, 2 and 3 of the Security Agreement are hereby supplemented to include information attached hereto as Schedule 1 and Schedule 1 of the Pledge Agreement is hereby amended and restated in the form attached hereto as Schedule 1.

2. Effectiveness; Conditions Precedent. This Amendment shall be effective on the date on which all the conditions set forth in this Section 2 have been satisfied (such date, the “Fifth Amendment Effective Date”):

(a) receipt by the Administrative Agent of the following, each in form and substance reasonably satisfactory to the Administrative Agent:

(i) executed counterparts of this Amendment, each executed by each Loan Party (including the New Guarantors) and each Lender;

(ii) favorable opinions of legal counsel to the Loan Parties (including the New Guarantors), addressed to the Administrative Agent and each Lender, dated as of the Fifth Amendment Effective Date; and

(iii) (A) copies of the Organization Documents of each Loan Party (including the New Guarantors) certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Fifth Amendment Effective Date; (B) resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (including the New Guarantors) as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; and (C) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party (including the New Guarantors) is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;

(b) the Administrative Agent and the Lenders shall have received (i) at least five Business Days prior to the Fifth Amendment Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (ii) at least five Business Days prior to the Fifth Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower;

(c) the Administrative Agent and the Lenders shall have received all accrued fees and expenses required to be paid on the Fifth Amendment Effective Date; and

(d) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Fifth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

3. Joinder of New Guarantors.

(a) Each of Castings LLC, a Delaware limited liability company, and Greenbrier Tank Components, LLC, an Oregon limited liability company (each, a “New Guarantor” and collectively, the “New Guarantors”), hereby acknowledges, agrees and confirms that, by its

execution of this Amendment, such New Guarantor will be deemed to be a party to the Subsidiary Guaranty, will be a “Guarantor” for all purposes of the Subsidiary Guaranty and shall have all of the obligations of a Guarantor thereunder as if it had executed the Subsidiary Guaranty. Each New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Subsidiary Guaranty. Without limiting the generality of the foregoing terms of this Section 3(a), each New Guarantor hereby jointly and severally together with the other Guarantors, guarantees to the Administrative Agent and the other holders of the Guaranteed Obligations (as such term is defined in the Subsidiary Guaranty), as provided in the Subsidiary Guaranty, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.

(b) Each New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such New Guarantor will be deemed to be a party to the Security Agreement, and shall have all the obligations of a “Debtor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. Each New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 3(b), each New Guarantor hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the other holders of Secured Obligations (as such term is defined in the Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of such New Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of such New Guarantor.

(c) Each New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such New Guarantor will be deemed to be a party to the Pledge Agreement, and shall have all the obligations of a “Debtor” (as such term is defined in the Pledge Agreement) thereunder as if it had executed the Pledge Agreement. Each New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph 3(c), each New Guarantor hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the other holders of Secured Obligations (as such term is defined in the Pledge Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of such New Guarantor in and to the Pledged Collateral (as such term is defined in Section 2 of the Pledge Agreement) of such New Guarantor.

(d) (d) Each New Guarantor hereby waives acceptance by the Administrative Agent and the holders of the Secured Obligations (as such term is defined in the Security Agreement) of the guaranty by such New Guarantor under the Subsidiary Guaranty upon the execution of this Amendment by such New Guarantor.

4. Ratification of Credit Agreement and other Loan Documents. Except as specifically amended, released or terminated herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The Loan Parties acknowledge and consent to the terms set forth herein and agree that the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way impair, reduce or limit any of the obligations of the Loan Parties under the Loan Documents, as amended hereby. This Amendment is a Loan Document.

5. Waiver of Breakage Costs. Inasmuch as the Revolving Loans and Term Loan are outstanding under the Credit Agreement immediately prior to the Fifth Amendment Effective Date, the Borrower must make prepayments, adjustments, and/or conversions of such Loans as are necessary to give

effect to this Amendment. The Borrower, in consultation with the Administrative Agent, has endeavored to manage the selection of Interest Periods with respect to outstanding Term SOFR Loans (as defined in the Existing Credit Agreement) in such a manner as to minimize breakage costs. Nonetheless, such prepayments, adjustments, and/or conversions of such Loans under the Credit Agreement likely will cause breakage costs. Notwithstanding the provisions of Section 3.05 of the Credit Agreement, each of the Lenders party hereto hereby waives its right to receive compensation or reimbursement for such breakage costs in connection with any resetting of the Interest Period for the Loans outstanding as of the Fifth Amendment Effective Date.

6. Reallocation. The Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitment and Term Loan of each Lender as set forth on Schedule 2.01 attached hereto is the Revolving Commitment and Term Loan of such Lender as of the Fifth Amendment Effective Date, with the reallocation of the outstanding Revolving Loans under the Revolving Commitment and the Term Loan of the Lenders as they existed immediately prior to the Fifth Amendment Effective Date having been made per instructions from the Administrative Agent, and neither any Assignment and Acceptance nor any other action of any Person is required to give effect to the Term Loans as set forth on Schedule 2.01 attached hereto.

7. Exiting Lenders. Each of the following entities are referred to as an “Exiting Lender”: HSBC Bank USA, National Association, First Independence Bank of Detroit, and Cathay Bank. Upon giving effect to this Amendment, each Exiting Lender shall cease to be a Lender under the Credit Agreement, the Commitments of each Exiting Lender under the Credit Agreement shall terminate, no Exiting Lender shall have any other commitment or other obligation under the Credit Agreement and each Exiting Lender shall be paid in full all principal, interest and other amounts owing to it or accrued for its account under the Credit Agreement. In accordance with Section 10.01 of the Credit Agreement no Exiting Lender is required to be a party to this Amendment.

8. New Lenders.

(a) By execution of this Amendment, PNC Bank, National Association (the “New Lender”) hereby (i) acknowledges, agrees and confirms that, by its execution of this Amendment, the New Lender shall be deemed to be a party to the Credit Agreement as of the Fifth Amendment Effective Date and a “Lender” for all purposes of the Credit Agreement and shall have all of the obligations of a Lender thereunder, and (ii) agrees to provide the Commitments in the amount set forth on Schedule 2.01 attached hereto. The New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Credit Agreement. The New Lender acknowledges that it has a participation interest in each Letter of Credit issued prior to the date hereof and any drawings thereunder.

(b) The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it satisfies the requirements of an Eligible Assignee, (C) from and after the date of this Amendment, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to its decision to enter into this Amendment and to become a Lender under the Credit Agreement and either it, or the Person exercising discretion in making its decision to enter into this Amendment and to become a Lender under the Credit Agreement, is experienced in transactions of this type, (E) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) of the Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, (F) it has, independently and without reliance upon

the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and become a Lender under the Credit Agreement, and (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by the New Lender pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(c) Each Loan Party agrees that, as of the Fifth Amendment Effective Date, the New Lender shall (i) be a party to the Credit Agreement, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.

(d) The address of the New Lender for purposes of 10.02 of the Credit Agreement is as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the Fifth Amendment Effective Date, or such other address as shall be designated by the New Lender in accordance with Section 10.02 of the Credit Agreement.

9. Authority/Enforceability. Each Loan Party represents and warrants as follows:

(a) it has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment;

(b) this Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, subject to applicable Debtor Relief Laws and general principles of equity;

(c) the execution, delivery and performance of this Amendment by each Loan Party does not conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any (x) with respect to the creation of any Lien (other than Permitted Liens), Contractual Obligation or (y) with respect to any conflict, breach or contravention or payment, Contractual Obligation, in each case, to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries, except to the extent as could not reasonably be expected to have a Material Adverse Effect, or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; and

(d) the execution, delivery and performance by each Loan Party of this Amendment does not (i) contravene the terms of its Organization Documents or (ii) violate any material Law.

10. Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants to the Lenders that after giving effect to this Amendment (a) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Fifth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, except as acknowledged in this Amendment, and (b) no Default exists or would result from the Credit Extensions contemplated by this Amendment or from the application of the proceeds thereof.

11. Amendments; Counterparts/Facsimile. This Amendment shall not be construed as a waiver of or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment and execution using an Electronic Signature, or in the form of an Electronic Record shall be permitted in accordance with Section 10.20 of the Credit Agreement.

12. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

13. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

14. Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

15. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


BORROWER:	THE GREENBRIER COMPANIES, INC., By: /s Michael J. Donfris Name: Michael J. Donfris Title: Senior Vice President, Chief Financial Officer
GUARANTORS:	GREENBRIER-CONCARRIL, LLC By: /s Michael J. Donfris Name: Michael J. Donfris Title: Senior Vice President, Chief Financial Officer
	GREENBRIER LEASING COMPANY LLC By: /s Michael J. Donfris Name: Michael J. Donfris Title: Senior Vice President, Chief Financial Officer
	GREENBRIER MANAGEMENT SERVICES, LLC By: GREENBRIER LEASING COMPANY LLC Its: Sole Member By: /s Michael J. Donfris Name: Michael J. Donfris Title: Senior Vice President, Chief Financial Officer
	GREENBRIER RAILCAR LEASING, INC. By: /s Michael J. Donfris Name: Michael J. Donfris Title: Senior Vice President, Chief Financial Officer

THE GREENBRIER COMPANIES, INC.

GREENBRIER COMPANIES INC 10-Q