1 EXHIBIT A CREDIT AGREEMENTCredit Agreement • February 18th, 2000 • Gencorp Inc • Motor vehicle parts & accessories • New York
GENCORP INC. as IssuerFirst Supplemental Indenture • November 3rd, 2004 • Gencorp Inc • Fabricated rubber products, nec • New York
RECITALSCredit Agreement • April 3rd, 2002 • Gencorp Inc • Motor vehicle parts & accessories
GENCORP INC. and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee INDENTURE Dated as ofIndenture • December 1st, 2004 • Gencorp Inc • Fabricated rubber products, nec • New York
RECITALSRights Agreement • February 4th, 1997 • Gencorp Inc • Motor vehicle parts & accessories
Execution Copy AGREEMENT TO AMEND AND RESTATE ------------------------------ This AGREEMENT TO AMEND AND RESTATE (this "AGREEMENT"), dated as of October 2, 2002, among GENCORP INC., an Ohio corporation, the Lenders to be party to the Credit Agreement...Credit Agreement • October 15th, 2002 • Gencorp Inc • Motor vehicle parts & accessories • New York
Exhibit 10.8 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this "Amendment No. 3"), dated as of December 31, 2003 is made among GENCORP...Credit Agreement • February 27th, 2004 • Gencorp Inc • Fabricated rubber products, nec
GENCORP INC. March 1998Restricted Stock Agreement • April 9th, 1998 • Gencorp Inc • Motor vehicle parts & accessories • Ohio
among GENCORP INC., as Borrower,Credit Agreement • December 8th, 2004 • Gencorp Inc • Fabricated rubber products, nec • New York
AEROJET ROCKETDYNE HOLDINGS, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 14, 2016 2.25% Convertible Senior Notes due 2023Indenture • December 14th, 2016 • Aerojet Rocketdyne Holdings, Inc. • Guided missiles & space vehicles & parts • New York
INDENTURE dated as of December 14, 2016 between AEROJET ROCKETDYNE HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Exhibit 4.12 REGISTRATION RIGHTS AGREEMENT Dated as of January 16, 2004 By and BetweenRegistration Rights Agreement • February 27th, 2004 • Gencorp Inc • Fabricated rubber products, nec • New York
RECITALS:Guaranty Agreement • November 5th, 2001 • Gencorp Inc • Motor vehicle parts & accessories • New York
RECITALSPurchase Agreement • October 15th, 2003 • Gencorp Inc • Fabricated rubber products, nec • New York
REGISTRATION RIGHTS AGREEMENT by and among GenCorp Inc. and Morgan Stanley & Co. LLC Citigroup Global Markets Inc. Wells Fargo Securities, LLC SunTrust Robinson Humphrey, Inc. and the Guarantors party hereto from time to time Dated as of January 28, 2013Registration Rights Agreement • February 1st, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2013, by and among GenCorp Inc., an Ohio corporation (the “Company”), the guarantors signatory hereto from time to time (collectively, the “Guarantors”) and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc.,Wells Fargo Securities, LLC and SunTrust Robinson Humphrey, Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7.125% Second-Priority Senior Secured Notes due 2021 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
AMENDMENT NO. 1Asset Purchase Agreement • November 5th, 2001 • Gencorp Inc • Motor vehicle parts & accessories
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2001 • Gencorp Inc • Motor vehicle parts & accessories
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN AEROJET - GENERAL CORPORATIONAsset Purchase Agreement • November 5th, 2001 • Gencorp Inc • Motor vehicle parts & accessories • New York
WITNESSETH:Severance Agreement • February 18th, 2000 • Gencorp Inc • Motor vehicle parts & accessories • Ohio
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 22nd, 2004 • Gencorp Inc • Fabricated rubber products, nec
and - GENCORP INC. AGREEMENT FOR THE SALE AND PURCHASE OF ALL OF THE ISSUED SHARES OF VARIOUS COMPANIES COMPRISING THE DRAFTEX INTERNATIONAL CAR BODY SEALS DIVISION ASHURST MORRIS CRISP Broadwalk House 5 Appold Street London EC2A 2HAAgreement for the Sale and Purchase of Shares • January 12th, 2001 • Gencorp Inc • Motor vehicle parts & accessories
EXHIBIT AAsset Purchase Agreement • March 15th, 1996 • Gencorp Inc • Guided missiles & space vehicles & parts
EXECUTION VERSION ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 15th, 2002 • Gencorp Inc • Motor vehicle parts & accessories • New York
GENCORP INC. 1999 EQUITY AND PERFORMANCE INCENTIVE PLANRestricted Stock Agreement • October 15th, 2002 • Gencorp Inc • Motor vehicle parts & accessories • Ohio
GENCORP INC., THE SUBSIDIARY GUARANTORS AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE AND COLLATERAL AGENT 7.125% SECOND-PRIORITY SENIOR SECURED NOTES DUE 2021 Indenture Dated as of January 28, 2013Indenture • February 1st, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
THIS INDENTURE, dated as of January 28, 2013, is between GenCorp Inc., an Ohio corporation (the “Company”), the Subsidiary Guarantors listed as signatories hereto and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Company has duly authorized the creation of its 7.125% Second-Priority Secured Notes due 2021 (the “Notes”) and to provide therefor the Company and the Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Notes:
RECITALS --------Director Indemnification Agreement • February 18th, 2000 • Gencorp Inc • Motor vehicle parts & accessories • Ohio
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 17, 2016 among AEROJET ROCKETDYNE HOLDINGS, INC., as Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender...Credit Agreement • June 20th, 2016 • Aerojet Rocketdyne Holdings, Inc. • Guided missiles & space vehicles & parts • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 17, 2016, among AEROJET ROCKETDYNE HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer (each such term, defined herein).
TAX MATTERS AGREEMENT BY AND BETWEEN GENCORP INC. AND OMNOVA SOLUTIONS INC.Tax Matters Agreement • February 18th, 2000 • Gencorp Inc • Motor vehicle parts & accessories • Ohio
RECITALS --------Director and Officer Indemnification Agreement • February 18th, 2000 • Gencorp Inc • Motor vehicle parts & accessories • Ohio
EXHIBIT 10.40 INDEPENDENT CONSULTING AGREEMENT DATED AS OF SEPTEMBER 16, 2002Independent Consulting Agreement • February 11th, 2003 • Gencorp Inc • Motor vehicle parts & accessories • California
1 EXHIBIT A AMENDMENT TO RIGHTS AGREEMENT This Amendment, dated as of August 21, 1995, is among GenCorp Inc., an Ohio corporation (the "Company"), The First Chicago Trust Company of New York (the "Resigning Rights Agent") and The Bank of New York, a...Rights Agreement • February 16th, 1996 • Gencorp Inc • Guided missiles & space vehicles & parts
WITNESSETH:Services and Support Agreement • February 18th, 2000 • Gencorp Inc • Motor vehicle parts & accessories • Ohio
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among GENCORP INC., as Borrower, ITS MATERIAL DOMESTIC SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative...Credit Agreement • June 3rd, 2014 • Gencorp Inc • Fabricated rubber products, nec • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 30, 2014, among GENCORP INC., a Delaware corporation (the “Borrower”), each of those Material Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Material Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”).
Page 1 of 24 WHEREAS, in light of certain changed circumstances surrounding the APA and the PPA, Seller has provided consideration, under the PPA, of $9 million in cash as a credit to U.S. EPA's "past costs" and has established an irrevocable...Environmental Agreement • November 5th, 2001 • Gencorp Inc • Motor vehicle parts & accessories • New York
July 26, 2002Employment Retention Agreement • February 11th, 2003 • Gencorp Inc • Motor vehicle parts & accessories
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 21st, 2020 • Aerojet Rocketdyne Holdings, Inc. • Guided missiles & space vehicles & parts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 20, 2020, by and among Lockheed Martin Corporation, a Maryland corporation (“Parent”), Mizar Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Aerojet Rocketdyne Holdings, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A. Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties.”
