AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT, WAIVER AND CONSENT

Exhibit 10.1

AMENDMENT NO. 7 TO AMENDED AND RESTATED

CREDIT AGREEMENT, WAIVER AND CONSENT

This AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT, WAIVER AND CONSENT (this “Amendment No. 7”), dated as of November 3, 2004 is made among GENCORP INC., an Ohio corporation (“Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS, for itself, as a Lender and as Administrative Agent for the Lenders (“Administrative Agent”), and the other Lenders signatory to the hereinafter defined Credit Agreement.

RECITALS

A. The Administrative Agent, the Lenders and the Borrower are party to that certain Amended and Restated Credit Agreement dated as of December 28, 2000 and amended and restated as of October 2, 2002 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver and Consent dated as of July 29, 2003 (“Amendment No. 1”), that certain Amendment No. 2 to Amended and Restated Credit Agreement dated as of August 25, 2003 (“Amendment No. 2”), that certain Amendment No. 3 to Amended and Restated Credit Agreement and Limited Waiver dated as of December 31, 2003 (“Amendment No. 3”), that certain Amendment No. 4 to Amended and Restated Credit Agreement, Consent and Waiver dated as of August 30, 2004 (“Amendment No. 4”), that certain Amendment No. 5 to Amended and Restated Credit Agreement dated as of October 13, 2004 (“Amendment No. 5”), and that certain Amendment No. 6 to Amended and Restated Credit Agreement dated as of November 3, 2004 (“Amendment No. 6”) (collectively with Amendment Xx. 0, Xxxxxxxxx Xx. 0, Amendment Xx. 0, Xxxxxxxxx Xx. 0, Xxxxxxxxx Xx. 0 and Amendment No. 6, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. On and subject to the terms and conditions hereof, the Administrative Agent, the Lenders and the Borrower wish to amend or waive certain provisions of the Credit Agreement as set forth herein, all subject to the express terms and conditions specified in this Amendment No. 7.

C. This Amendment No. 7 shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment No. 7; capitalized terms used herein without definition are so used as defined in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:


	1. Amendments to Credit Agreement. On the Amendment Effective Date (as hereinafter defined), the Credit Agreement is hereby amended as follows:


	(a) Section 1.1 of the Credit Agreement shall be amended by inserting the following definitions in the applicable alphabetical order:


	“2024 Convertible Subordinated Notes” means, collectively, those certain convertible subordinated notes due in 2024 to be issued by the Borrower on or prior to December 31, 2004 in a minimum principal amount not less than an amount used to repay in whole or in part any outstanding subordinated notes plus any costs, expenses and premium associated therewith, as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder.”

	“2004 Capital Stock Offering” means the common stock to be issued by the Borrower on or prior to December 31, 2004.”


	(b) Section 4.4(f) of the Credit Agreement shall be amended by inserting the following provisions immediately following the last sentence of such subsection:

“Furthermore, notwithstanding anything to the contrary in this Section 4.4(f), an amount equal to 100% of the Net Offering Proceeds of the 2004 Capital Stock Offering (the “Equity Retained Amount”) shall be deposited into a designated account of the Borrower at a domestic office of one of the Lenders (the “Equity Retained Proceeds Account”). The Equity Retained Amount shall not be withdrawn from the Equity Retained Proceeds Account by the Borrower except as provided in the last sentence hereof. Amounts held in the Equity Retained Proceeds Account shall be pledged to the Term Lenders and held as cash collateral on behalf of all of the Term Lenders by the Lender with which the Equity Retained Proceeds Account is established (and such Lender shall act as collateral sub-agent for the Collateral Agent in accordance with this Agreement). The Equity Retained Amount shall be invested solely in Cash and Cash Equivalents. Notwithstanding anything in this Agreement to the contrary, including, without limitation Section 12.1(a), amounts held in the Equity Retained Proceeds Account shall not be released from such account, other than strictly in accordance with the following sentence. On or prior to March 1, 2005 (the “Equity Approval Date”) the Borrower shall be required to obtain Required Lender approval for the use of an amount equal to 100% of the Equity Retained Amount (except that no such approval shall be required (i) to the extent the Borrower shall use all or any portion of such amount to prepay, on a pro rata basis the Term Loans, all in accordance with the terms and procedures set forth in this Section 4.4(f) or (ii) if the Term Loans have been repaid in full).


	(c) Section 4.4(h) of the Credit Agreement shall be amended by inserting the following provisions immediately following the last sentence of such subsection:


	“Furthermore, notwithstanding anything to the contrary in this Section 4.4(h), an amount equal to 100% of the Net Offering Proceeds of the 2024


	Convertible Subordinated Notes shall be received by the Borrower and shall be applied on or before the tenth (10) Business Day following the receipt thereof by the Borrower, to repay, in whole or in part, existing subordinated notes plus any costs, expenses and premium associated therewith.”


	(d) Section 8.2 of the Credit Agreement shall be amended by (i) in subsection (t) thereof, deleting the “.” and inserting in lieu thereof the following phrase “; and” and (ii) inserting the following new subsection (u) immediately after subsection (t) therein:


	“(u) Indebtedness of the Borrower arising under the 2024 Convertible Subordinated Notes.”


	(e) Section 8.11(iv) of the Credit Agreement shall be amended by inserting the phrase “or the 2024 Convertible Subordinated Notes” immediately following the phrase “or the 2004 Subordinated Notes” in both instances in which it appears.

	(f) Section 10.1(o) of the Credit Agreement shall be amended by inserting the phrase “or the 2024 Convertible Subordinated Notes” immediately after the phrase “or the 2004 Subordinated Notes” in both instances in which it appears.


	2. Waiver and Consent.


	(a) The Lenders hereby waive compliance by the Borrower with respect to Section 4.4(f) of the Credit Agreement in connection with the application of the Net Offering Proceeds of the 2004 Capital Stock Offering.

	(b) The Lenders hereby waive compliance by the Borrower with respect to Section 4.4(h) of the Credit Agreement in connection with the application of the Net Offering Proceeds of the 2024 Convertible Subordinated Notes.

	(c) Pursuant to Section 8.6(b) of the Credit Agreement, the Administrative Agent and the Lenders hereby consent to the to the terms and conditions of the 2004 Capital Stock Offering.


	3. Representations and Warranties. As of the date hereof, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a) After giving effect to this Amendment No. 7 and the transactions contemplated hereby (i) no Unmatured Event of Default or Event of Default shall have occurred or be continuing and (ii) the representations and warranties of the Borrower contained in the Loan Documents shall each be true and correct in all material respects at and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which event such representation and warranties shall be true and correct as of such specified date.


	(b) The execution, delivery and performance, as the case may be, by the Borrower of this Amendment No. 7 and the other Loan Documents and transactions contemplated hereby are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action (including, without limitation, all necessary shareholder approvals) of the Borrower, shall have received all necessary governmental approvals, and do not and will not contravene or conflict with any provision of law applicable to the Borrower, the certificate or articles of incorporation or bylaws of the Borrower, or any order, judgment or decree of any court or other agency of government or any contractual obligation binding upon the Borrower.

	(c) Each of this Amendment No. 7, the Credit Agreement and any other Loan Document is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, except to the extent enforceability is limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally or by application of general principles of equity.


	4. Conditions. This Amendment No. 7 shall become effective on the date first written above in the preamble to this Amendment No. 7 (the “Amendment Effective Date”); provided, that the Administrative Agent shall have received:


	(a) counterparts of this Amendment No. 7 duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent and the percentage of Lenders required by the Credit Agreement; and

	(b) from the Borrower all fees and expenses of legal counsel due and payable pursuant to Section 12.4 of the Credit Agreement (to the extent then invoiced).


	5. Affirmation of Subsidiary Guarantors. By its signature set forth below, each Subsidiary Guarantor hereby confirms to the Administrative Agent and the Lenders that, after giving effect to this Amendment No. 7 and the transactions contemplated hereby, the Subsidiary Guaranty of such Subsidiary Guarantor and each other Loan Document to which such Subsidiary Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

	6. Successors and Assigns. This Amendment No. 7 shall be binding on and shall inure to the benefit of the Borrower, the Administrative Agent, the Lenders and their respective successors and assigns; provided that the Borrower may not assign its rights, obligations, duties or other interests hereunder without the prior written consent of the Administrative Agent and the Lenders. The terms and provisions of this Amendment No. 7 are for the purpose of defining the relative rights and obligations of the Borrower, the Administrative Agent and the Lenders with respect to the transactions contemplated hereby and there shall be no third party beneficiaries of any of the terms and provisions of this Amendment No. 7.


	7. Entire Agreement. This Amendment No. 7, the Credit Agreement (as amended hereby) and the other Loan Documents constitute the entire agreement of the parties with respect to the subject matter hereof.

	8. Incorporation of Credit Agreement. The provisions contained in Sections 12.4, 12.9 and 12.10 of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety with respect to this Amendment No. 7.

	9. Amendment; Waiver. The parties hereto agree and acknowledge that nothing contained in this Amendment No. 7 in any manner or respect limits or terminates any of the provisions of the Credit Agreement or any of the other Loan Documents other than as amended or waived as expressly set forth herein and further agree and acknowledge that the Credit Agreement (as amended and waived hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed. Except as expressly set forth in this Amendment No. 7, the execution, delivery and effectiveness of this Amendment No. 7 shall not operate as a waiver of any rights, power or remedy of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document. No delay on the part of any Lender or the Administrative Agent in exercising any of their respective rights, remedies, powers and privileges under the Credit Agreement or any of the Loan Documents or partial or single exercise thereof, shall constitute a waiver thereof. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Credit Agreement in the Loan Documents and all other documents delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended hereby.

	10. Captions. Section captions used in this Amendment No. 7 are for convenience only, and shall not affect the construction of this Amendment No. 7.

	11. Severability. Whenever possible each provision of this Amendment No. 7 shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment No. 7 shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment No. 7.

	12. Counterparts. This Amendment No. 7 may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 7 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 7.

[signature page immediately follows]

IN WITNESS WHEREOF, this Amendment No. 7 has been duly executed as of the date first written above.

GENCORP INC.



By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Chairman, President and Chief Executive Officer

Signature Page to Amendment No. 7


AEROJET-GENERAL CORPORATION, as Subsidiary Guarantor
By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Treasurer

Signature Page to Amendment No. 7


AEROJET ORDNANCE TENNESSEE, INC., as Subsidiary Guarantor
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Assistant Treasurer

Signature Page to Amendment No. 7


GENCORP PROPERTY INC., as Subsidiary Guarantor
By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	President

Signature Page to Amendment No. 7


GDX LLC, as Subsidiary Guarantor
By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	President

Signature Page to Amendment No. 7


AEROJET FINE CHEMICALS LLC, as Subsidiary Guarantor
By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Treasurer

Signature Page to Amendment No. 7


AEROJET INVESTMENTS LTD., as Subsidiary Guarantor
By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 7


RKO GENERAL, INC., as Subsidiary Guarantor
By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	President

Signature Page to Amendment No. 7


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender, Administrative Agent and Facing Agent
By:	/s/ Xxxxxxxxxx Xxxxxx
	Name:	Xxxxxxxxxx Xxxxxx
	Title:	Vice President

Signature Page to Amendment No. 7


BANK ONE, NA, as Lender
By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Managing Director

Signature Page to Amendment No. 7


ABN AMRO BANK N.V. as Lender
By:	/s/ Xxxxxxxx X. Xxxx
	Name:	Xxxxxxxx X. Xxxx
	Title:	Senior Vice President



By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Vice President

Signature Page to Amendment Xx. 0


XXX XXXX XX XXX XXXX as Lender
By:	/s/ Xxxxxxxxx X. Xxxx
	Name:	Xxxxxxxxx X. Xxxx
	Title:	Vice President

Signature Page to Amendment Xx. 0


XXX XXXX XX XXXX XXXXXX, as Lender
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director

Signature Page to Amendment Xx. 0


XXXXXXXX XXXX XXXX, as Lender
By:	/s/ Xxxxxxx X. Xxxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxxx
	Title:	Vice President

Signature Page to Amendment No. 7


XXXXX FARGO BANK, N.A., as Lender
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President

Signature Page to Amendment No. 7


Wachovia Bank NA
By:	/s/ Xxxxxx X. XxXxxx, Xx.
	Name:	Xxxxxx X. XxXxxx, Xx.
	Title:	Director

Signature Page to Amendment No. 7


ING CAPITAL LLC, as Lender
By:	/s/ Xxxxx Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx Xxxxx
	Title:	Vice President

Signature Page to Amendment No. 7


	AMMC CDO II, LIMITED, as Lender
	By:	American Money Management Corp.,
		as Collateral Manager



By:	/s/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

Signature Page to Amendment No. 7


	C-SQUARED CDO LTD.
	By:	TRW Advisors, Inc., as its
		Portfolio Manager



By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Senior Vice President

Signature Page to Amendment No. 7


	CELEBRITY CLO LIMITED
	By:	TCW Advisors, Inc.,
		As Agent



By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Senior Vice President



By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Managing Director

Signature Page to Amendment Xx. 0


XXX XXXXXXXX-0 LLC, as Lender
By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Authorized Agent

Signature Page to Amendment No. 7


	TCW SELECT LOAN FUND, LIMITED
	By:	TCW Advisors, Inc., as its
		Collateral Manager



By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Senior Vice President



By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Managing Director

Signature Page to Amendment No. 7


	FIRST 2004-I CLO, LTD.
	By:	TCW Advisors, Inc., as its
		Collateral Manager



By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Senior Vice President



By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Managing Director

Signature Page to Amendment No. 7


	VELOCITY CLO, LTD.
	By:	TCW Advisors, Inc., as its
		Collateral Manager



By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Senior Vice President



By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Managing Director

Signature Page to Amendment No. 7


	FIRST 2004-II CLO, LTD.
	By:	TCW Advisors, Inc., as its
		Collateral Manager



By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Senior Vice President



By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Managing Director

Signature Page to Amendment No. 7

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AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT, WAIVER AND CONSENT

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