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Exhibit 10.2    
    


CONFORMED
COPY 


 
 

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT    
    


        This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment No. 2"), dated as of
August 25, 2003 is made among GENCORP INC., an Ohio corporation ("Borrower"), DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust
Company), 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")) (collectively with Amendment No. 1, 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 certain provisions of the Credit Agreement as set
forth herein, all subject to the express terms and conditions specified in this Amendment No. 2. 



        C.    This
Amendment No. 2 shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment No. 2; 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.    Subject to the condition set forth in Section 3 hereof, the Credit
Agreement is hereby amended as follows: 



        (a)    The
second sentence of Section 7.18 of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof: 



"For
so long as the Cash Operating Account remains in existence in accordance with this Section 7.18, the Borrower agrees to maintain amounts on
deposit in the Cash Operating Account plus Total Available Revolving Commitment in an aggregate amount of not less than $140,000,000 (the
"Minimum Liquidity Amount") and further agrees that it shall not withdraw more than $25,000,000 in the aggregate from the Cash Operating Account and
that it shall only withdraw such permitted amounts so long as it shall maintain the Minimum Liquidity Amount at the time of, and after giving effect to, any such withdrawal." 




        (b)    Section 9.3
of the Credit Agreement shall be amended by (i) deleting all of the Fiscal Quarters after (but not including) May 31, 2003 and the
ratios immediately set forth opposite such Fiscal Quarters and (ii) substituting the following in lieu thereof; provided that (A) the
ratios set forth under the heading "Effective Date Ratio" shall become effective immediately upon the Effective Date and (B) the ratios set forth under the heading "ARC  Acquisition Ratio" shall




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become
immediately effective (and shall supersede the Effective Date Ratios) upon the ARC Acquisition Closing Date, without any further action on behalf of the Borrower or the Lenders: 



	"Fiscal Quarter
 
	 	Effective Date Ratio
	 	ARC Acquisition Ratio

	August 31, 2003	 	4.50 to 1.00	 	4.50 to 1.00
	November 30, 2003	 	4.10 to 1.00	 	4.40 to 1.00
	February 28, 2004	 	4.10 to 1.00	 	4.30 to 1.00
	May 31, 2004	 	4.00 to 1.00	 	4.00 to 1.00
	August 31, 2004	 	3.90 to 1.00	 	3.80 to 1.00
	November 30, 2004	 	4.10 to 1.00	 	3.90 to 1.00
	February 28, 2005	 	4.20 to 1.00	 	4.00 to 1.00
	May 31, 2005	 	4.20 to 1.00	 	4.00 to 1.00
	August 31, 2005	 	4.20 to 1.00	 	4.10 to 1.00
	November 30, 2005	 	4.40 to 1.00	 	4.30 to 1.00
	February 28, 2006	 	4.70 to 1.00	 	4.60 to 1.00
	May 31, 2006	 	5.00 to 1.00	 	4.70 to 1.00
	August 31, 2006	 	5.00 to 1.00	 	4.90 to 1.00
	November 30, 2006 and thereafter	 	5.00 to 1.00	 	5.00 to 1.00"





        2.    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. 2 (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. 2 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. 2, 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. 




        3.    Condition.    This Amendment No. 2 shall become effective on the date (the
"Amendment Effective Date") the Administrative Agent shall have received counterparts of this Amendment No. 2 duly executed by the Borrower, the
Subsidiary Guarantors, the Administrative Agent and the percentages of Lenders required by the Credit Agreement (and such counterparts of the Lenders held by the Administrative Agent shall be released
by the Administrative Agent without any further action by such Lenders). 


        4.    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 


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Amendment
No. 2 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. 



        5.    Successors and Assigns.    This Amendment No. 2 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. 2 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. 2. 


        6.    Entire Agreement.    This Amendment No. 2, 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. 


        7.    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. 2. 



        8.    Amendment; Waiver.    The parties hereto agree and acknowledge that nothing contained in this Amendment
No. 2 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 as expressly set forth herein and
further agree and acknowledge that the Credit Agreement (as amended hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed. The
execution, delivery and effectiveness of this Amendment No. 2 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. 



        9.    Captions.    Section captions used in this Amendment No. 2 are for convenience only, and shall not affect
the construction of this Amendment No. 2. 


        10.    Severability.    Whenever possible each provision of this Amendment No. 2 shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Amendment No. 2 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. 2. 



        11.    Counterparts.    This Amendment No. 2 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. 2 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 2. 


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[signature
pages immediately follow] 


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        IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of the date first written above. 



	GENCORP INC.	 	AEROJET-GENERAL CORPORATION,

as Subsidiary Guarantor
	

By:	
 	

/s/  TERRY L. HALL      
 Title: President and Chief

Executive Officer	
 	

By:	
 	

/s/  YASMIN R. SEYAL      
 Name:  YASMIN R. SEYAL

Title:    Treasurer
	

AEROJET ORDNANCE TENNESSEE, INC.,

as Subsidiary Guarantor	
 	

GENCORP PROPERTY INC.,

as Subsidiary Guarantor
	

By:	
 	

/s/  DALE G. ADAMS      
 Name:  DALE G. ADAMS

Title:    President	
 	

By:	
 	

/s/  TERRY L. HALL      
 Name:  TERRY L. HALL

Title:    President
	

PENN INTERNATIONAL INC.,

as Subsidiary Guarantor	
 	

GDX LLC, as Subsidiary Guarantor
	

By:	
 	

/s/  TERRY L. HALL      
 Name:  TERRY L. HALL

Title:    President	
 	

By:	
 	

/s/  TERRY L. HALL      
 Name:  TERRY L. HALL

Title:    President
	

AEROJET FINE CHEMICALS LLC,

as Subsidiary Guarantor	
 	

AEROJET INVESTMENTS LTD.,

as Subsidiary Guarantor
	

By:	
 	

/s/  YASMIN R. SEYAL      
 Name:  YASMIN R. SEYAL

Title:    Treasurer	
 	

By:	
 	

/s/  FRANK V. FOGARTY      
 Name:  FRANK V. FOGARTY

Title:    Vice President and Chief

Financial Officer/Treasurer
	

GDX AUTOMOTIVE INC.,

as Subsidiary Guarantor	
 	

RKO GENERAL, INC.,

as Subsidiary Guarantor
	

By:	
 	

/s/  YASMIN R. SEYAL      
 Name:  YASMIN R. SEYAL

Title:    Treasurer	
 	

By:	
 	

/s/  TERRY L. HALL      
 Name:  TERRY L. HALL

Title:    President
	 	 	 	 	 	 	 





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DEUTSCHE BANK TRUST COMPANY

AMERICAS (formerly known as Bankers

Trust Company), as Lender, Administrative

Agent and Facing Agent	
 	

ABN AMRO BANK N.V.,

as Lender
	 	 	 	 	By:	 	/s/  TERRENCE J. WARD      
 Name:  TERRENCE J. WARD

Title:    Senior Vice President
	

By:	
 	

/s/  MARGUERITE SUTTON      
 Name:  MARGUERITE SUTTON

Title:    Vice President	
 	

By:	
 	

/s/  PETER J. HALLAN      
 Name:  PETER J. HALLAN

Title:    Vice President
	

AMMC CDO II, LIMITED

By:    American Money Management Corp.,

as Collateral	
 	

VENTURE CDO 2002, LIMITED

By its investment advisor, Barclays Capital

Asset Management Manager Limited,

By its sub-advisor, Barclays Bank PLC,

New York Branch

as Lender
	

By:	
 	

/s/  DAVID P. MEYER       
 Name:  DAVID P. MEYER

Title:    Vice President	
 	

By:	
 	

/s/  MARTIN F. DAVEY      
 Name:  MARTIN F. DAVEY

Title:    Director
	

VENTURE II CDO 2002, LIMITED

By its investment advisor, Barclays Bank PLC,

New York Branch as Lender	
 	

THE BANK OF NOVA SCOTIA,

as Lender
	

By:	
 	

/s/  MARTIN F. DAVEY      
 Name:  MARTIN F. DAVEY

Title:    Director	
 	

By:	
 	

/s/  JOHN QUICK      
 Name:  JOHN QUICK

Title:    Managing Director
	

THE BANK OF NEW YORK,

as Lender	
 	

BANK ONE, NA,

as Lender
	

By:	
 	

/s/  BRENDAN T. NEDZI      
 Name:  BRENDAN T. NEDZI

Title:    Senior Vice President	
 	

By:	
 	

/s/  WILLIAM BUHR      
 Name:  WILLIAM BUHR

Title:    Associate
	

FRANKLIN CLO I LTD,

as Lender	
 	

FRANKLIN CLO II LTD,

as Lender
	

By:	
 	

/s/  RICHARD D'ADDARIO      
 Name:  RICHARD D'ADDARIO

Title:    Vice President	
 	

By:	
 	

/s/  RICHARD D'ADDARIO      
 Name:  RICHARD D'ADDARIO

Title:    Vice President
	

  FRANKLIN CLO III LTD,

as Lender	
 	

FRANKLIN CLO IV LTD,

as Lender



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By:	
 	

/s/  RICHARD D'ADDARIO      
 Name:  RICHARD D'ADDARIO

Title:    Vice President	
 	

By:	
 	

/s/  RICHARD D'ADDARIO      
 Name:  RICHARD D'ADDARIO

Title:    Vice President
	

FRANKLIN FLOAT RATE TRUST,

as Lender	
 	

FRANKLIN FLOATING DAILY,

as Lender
	

By:	
 	

/s/  RICHARD D'ADDARIO      
 Name:  RICHARD D'ADDARIO

Title:    Senior Vice President	
 	

By:	
 	

/s/  RICHARD D'ADDARIO      
 Name:  RICHARD D'ADDARIO

Title:    Senior Vice President
	

ING CAPITAL LLC,

as Lender	
 	

AERIES FINANCE-II LTD.

By:    INVESCO Senior Secured Management Inc. as Sub-Managing Agent
	

By:	
 	

/s/  WILLIAM POVEY      
 Name:  WILLIAM POVEY

Title:    Managing Director	
 	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory
	

AIM FLOATING RATE FUND

By: INVESCO Senior Secured Management Inc. as Sub-Advisor	
 	

AMARA-I FINANCE, LTD.

By: INVESCO Senior Secured Management Inc. as Financial Manager
	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory	
 	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory
	

AMARA 2 FINANCE, LTD.

By: INVESCO Senior Secured Management Inc. as Financial Manager	
 	

AVALON CAPITAL LTD.

By: INVESCO Senior Secured Management Inc. as Portfolio Advisor
	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory	
 	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory
	

AVALON CAPITAL LTD. 2

By: INVESCO Senior Secured Management Inc. as Portfolio Manager	
 	

INVESCO CBO 2000-1 LTD.

By: INVESCO Senior Secured Management Inc. as Portfolio Advisor
	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory	
 	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory
	

  CHARTER VIEW PORTFOLIO

By: INVESCO Senior Secured Management Inc. as Investment Advisor	
 	

DIVERSIFIED CREDIT PORTFOLIO LTD.

By: INVESCO Senior Secured Management Inc. as Investment Advisor





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By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory	
 	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory
	

INVESCO EUROPEAN CDO I S.A.

By: INVESCO Senior Secured Management Inc. as Collateral Manager	
 	

OASIS COLLATERALIZED HIGH INCOME

PORTFOLIO-1, LTD.

By: INVESCO Senior Secured Management Inc. as Subadvisor
	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory	
 	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory
	

SARATOGA CLO I, LIMITED

By: INVESCO Senior Secured Management Inc. as Asset Manager	
 	

SEQUILS-LIBERTY, LTD.

By: INVESCO Senior Secured Management Inc. as Collateral Manager
	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory	
 	

By:	
 	

/s/  JOSEPH ROTONDO      
 Name:  JOSEPH ROTONDO

Title:    Authorized Signatory
	

NATIONAL CITY BANK,

as Lender	
 	

THE NORTHERN TRUST COMPANY,

as Lender
	

By:	
 	

/s/  TOM GURBACH      
 Name:  TOM GURBACH

Title: Vice President	
 	

By:	
 	

/s/  PETER R. MARTINETS      
 Name:  PETER R. MARTINETS

Title:    Vice President
	

HARBOURVIEW CLO V, LTD.,

as Lender	
 	

HARBOURVIEW CLO IV, Ltd.,

as Lender
	

By:	
 	

/s/  BILL CAMPBELL      
 Name:  BILL CAMPBELL

Title: Manager	
 	

By:	
 	

/s/  BILL CAMPBELL      
 Name:  BILL CAMPBELL

Title: Manager
	

OPPENHEIMER SENIOR FLOATING RATE FUND,

as Lender	
 	

PACIFICA PARTNERS I, L.P.,

By: Imperial Credit Asset Management as its

Investment Manager
	

By:	
 	

/s/  BILL CAMPBELL      
 Name:  BILL CAMPBELL

Title: Manager	
 	

By:	
 	

/s/  DEAN KAWAI      
 Name:  DEAN KAWAI

Title:    Senior Vice President
	 	 	 	 	 	 	 



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PROMETHEUS INV FUND NO 2,

as Lender	
 	

PROMETHEUS INV NO 1,

as Lender
	

By:	
 	

/s/  IRV ROA      
 Name:  IRV ROA

Title:    Director	
 	

By:	
 	

/s/  IRV ROA      
 Name:  IRV ROA

Title:    Director
	

By:	
 	

/s/  ELIZABETH TALLMADGE      
 Name:  ELIZABETH TALLMADGE

Title:    Managing Director

Chief Investment Officer	
 	

By:	
 	

/s/  ELIZABETH TALLMADGE      
 Name:  ELIZABETH TALLMADGE

Title:    Managing Director

Chief Investment Officer
	

C-SQUARED CDO LTD.

By: TCW Advisors, Inc., as its Portfolio

Manager	
 	

KZH CRESCENT LLC,

as a Lender
	

By:	
 	

/s/  RICHARD F. KURTH      
 Name:  RICHARD F. KURTH

Title:    Senior Vice President	
 	

By:	
 	

/s/  DORIAN HERRERA      
 Name:  DORIAN HERRERA

Title:    Authorized Agent
	

KZH CRESCENT-2 LLC,

as a Lender	
 	

KZH CRESCENT-3 LLC,

as a Lender
	

By:	
 	

/s/  DORIAN HERRERA      
 Name:  DORIAN HERRERA

Title:    Authorized Agent	
 	

By:	
 	

/s/  DORIAN HERRERA      
 Name:  DORIAN HERRERA

Title:    Authorized Agent
	

TCW SELECT LOAN FUND, LIMITED

By: TCW Advisors, Inc., as its Collateral

Manager	
 	

SEQUILS I, LTD.

By: TCW Advisors, Inc., as its Collateral

Manager
	

By:	
 	

/s/  RICHARD F. KURTH      
 Name:  RICHARD F. KURTH

Title:    Senior Vice President	
 	

By:	
 	

/s/  RICHARD F. KURTH      
 Name:  RICHARD F. KURTH

Title:    Senior Vice President
	

By:	
 	

/s/  JONATHAN R. INSULL      
 Name:  JONATHAN R. INSULL

Title:    Managing Director	
 	

By:	
 	

/s/  JONATHAN R. INSULL      
 Name:  JONATHAN R. INSULL

Title:    Managing Director
	 	 	 	 	 	 	 





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SEQUILS IV, LTD.

By: TCW Advisors, Inc., as its Collateral

Manager	
 	

WACHOVIA BANK, National Association,

as Lender
	

By:	
 	

/s/  RICHARD F. KURTH      
 Name:  RICHARD F. KURTH

Title:    Senior Vice President	
 	

By:	
 	

/s/  ROBERT G. MCGILL JR.      
 Name:  ROBERT G. MCGILL JR.

Title:    Vice President
	

By:	
 	

/s/  JONATHAN R. INSULL      
 Name:  JONATHAN R. INSULL

Title:    Managing Director	
 	

 	
 	

 
	

WELLS FARGO BANK, N.A.,

as Lender	
 	

 	
 	

 
	

By:	
 	

/s/  GREGORY J. MELLOR      
 Name:  GREGORY J. MELLOR

Title:    Vice President	
 	

 	
 	

 




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Exhibit 10.2


AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT