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Exhibit 10.1    
    


CONFORMED
COPY 


 
  AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
  AND LIMITED WAIVER AND CONSENT    
    


        This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER AND CONSENT (this "Amendment
No. 1"), dated as of July 29, 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 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 and waive, on a limited basis, certain provisions
of the Credit Agreement as set forth herein, all subject to the express terms and conditions specified in this Amendment No. 1. 


        C.    This
Amendment No. 1 shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment No. 1; 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 conditions set forth in Section 5 hereof, 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: 



"Acquisition" means a Permitted Acquisition. 


"ARC Acquisition Agreement" means the Purchase Agreement, dated as of May 2, 2003 between the ARC Seller and Aerojet, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. 


"ARC Acquisition Closing Date" means the date on which the ARC Business Acquisition shall have been consummated in accordance with the terms of the ARC
Acquisition Documents. 


"ARC Acquisition Documents" means the ARC Acquisition Agreement, the Other Agreements (as defined in the ARC Acquisition Agreement), the Disclosure
Package (as defined in the ARC Acquisition Agreement) and any material agreement, document, instrument and certificate executed and/or delivered pursuant to the terms thereof. 


"ARC Acquisition Subordinated Notes" means collectively, those certain unsecured senior subordinated notes due 2013 issued by the Borrower and in a
minimum principal amount which shall not be less than $140,000,000 when initially issued and in a maximum principal amount which shall not exceed $200,000,000 at any time outstanding, as the same may
be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder. 




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"ARC Business Acquisition" means the purchase by Aerojet from the ARC Seller of (a) substantially all of the ARC Seller's business relating
directly to (i) the manufacturing of propulsion systems for missiles and space vehicles (including station keeping thrusters); (ii) the manufacturing of certain related propellants and
components; and (iii) the manufacturing of automotive airbag propellants, in the United States and in the United Kingdom through the ARC Seller's affiliate, the UK Company and (b) all of
the issued and outstanding share capital of the UK Company, pursuant to the ARC Acquisition Agreement. 


"ARC Seller" means Atlantic Research Corporation. 


"Cash Operating Account" has the meaning assigned to that term in Section 4.4(l). 


"Cash Operating Account Close Date" has the meaning assigned to that term in Section 4.4(l). 



"Minimum Liquidity Amount" has the meaning assigned to that term in Section 7.18. 


"Retained Amount" has the meaning assigned to that term in Section 4.4(l). 


"UK Company" means ARC UK Limited. 




        (b)    The
definition of "Consolidated Adjusted EBITDA" contained in Section 1.1 of the Credit Agreement shall be amended by (i) deleting the phrase
"minus, to the extent included in Consolidated Net Income or Consolidated Net Loss for such period, any non-cash non-operating
income or gains related to defined pension plans of the Borrower" immediately following the phrase "Section 420 of the Internal Revenue Code (or its successor provision) was utilized by the
Borrower in the preceding Fiscal Year," and substituting in lieu thereof the following: 



"(vi) any
non-cash loss or expense related to defined pension plans of the Borrower minus, (A) to the extent included in
Consolidated Net Income or Consolidated Net Loss for such period, any non-cash income or gains related to defined benefit pension plans of the Borrower, and (B) any cash payments
relating to defined benefit pension plans of the Borrower" 





        and
(ii) inserting the following sentence immediately following the phrase "assuming the consummation of the OTS Business Acquisition as of the first day of such
four-quarter period.": 




"Further,
for any four-quarter period ending on or prior to the date that is the one-year anniversary date of the ARC Acquisition Closing Date but after the ARC Acquisition
Closing Date (to the extent such date occurs), Consolidated Adjusted EBITDA shall be calculated on a pro forma basis assuming the consummation of the ARC Business Acquisition as of the first day of
such four-quarter period." 




        (c)    The
definition of "Consolidated Net Worth" contained in Section 1.1 of the Credit Agreement shall be amended by inserting the phrase
"plus, but only so long as the Consolidated Net Worth of the Borrower calculated in accordance with the preceding provisions (and prior to the following
adjustment) is greater than zero, the accumulated charge to equity, if any, associated with the minimum pension liability relating to any defined benefit pension plan of the Borrower," immediately
following the phrase "obsolescence, environmental liabilities, deferred income taxes, insurance and inventory valuation". 



        (d)    Subsection
2.10(a)(i)(A) of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof: 



        "(A)
the aggregate LC Obligations at such time would exceed the Dollar Equivalent of Seventy Million Dollars ($70,000,000), or" 




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        (e)    Section 4.4
of the Credit Agreement shall be amended by inserting the following new subsections (k) and (l) immediately after subsection
(j) thereof: 



"(k)
Mandatory Prepayment Upon Purchase Price Adjustment Related to ARC Business Acquisition. On the Business Day following receipt of the net cash
proceeds of any payment by the ARC Seller to Aerojet pursuant to any adjustment to the Purchase Price (as such term is defined in the ARC Acquisition Agreement) an amount equal to 100% of such payment
shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of Section 4.5(a), subject to modification of such
application as set forth in Section 4.5(c); provided that no such payment shall be required to be
so applied if the proceeds of such adjustment do not equal or exceed $7,000,000 (or the Dollar Equivalent thereof). 


(l)
Mandatory Prepayment Upon Issuance of ARC Acquisition Subordinated Notes.    Notwithstanding anything to the contrary in  Section 4.4(h), on the Business Day of receipt thereof, an amount equal to 100% of the Net Offering Proceeds of the ARC Acquisition Subordinated
Notes shall be (x) first, applied to repay, pro rata, the outstanding Revolving Loans (without a permanent reduction of the Revolving
Commitments) pursuant to Section 4.5(a) (and the Revolving Lenders hereby waive compensation for funding losses pursuant to  Section 3.5 solely as
a result of such repayment) and (y) second, retained by the Borrower
for the purpose of financing, in part, the ARC Business Acquisition (the "Retained Amount"); provided,
however, that pending application of the Retained Amount to finance the ARC Business Acquisition in the manner permitted hereunder, such Retained Amount shall be deposited by
the Borrower on the Business Date of receipt thereof into a designated operating account of the Borrower at DBTCA (the "Cash Operating Account"), which
Cash Operating Account shall be maintained in accordance with, and used for the purposes described in, said Section 7.18. In the event that the
ARC Business Acquisition has not been consummated by December 31, 2003 (the "Cash Operating Account Close Date"), the Borrower shall be required
on the Cash Operating Account Close Date to apply an amount equal to 100% of the Retained Amount to repay, on a pro rata basis, the Term A Loans pursuant to  Section 4.5(a), and thereafter, to the
extent of any remaining Retained Amount, to repay, on a pro rata basis, the New Term B Loans pursuant to  Section 4.5(a), subject to modification of such application as set forth in  Section 4.5(c)." 




        (f)    The
first sentence of Section 4.5(a) of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof: 



"Subject
in all events to the final proviso set forth in Section 4.4(d), (f),  (g), (h)
 and (j) and except as otherwise
expressly provided in Section 4.4(d) and (j), all prepayments of principal made by the Borrower
pursuant to Section 4.4 (other than with respect to Section 4.4(a),  (b), (c) and (l)) shall be applied to repay the
Term A Loans and the New Term B Loans (with the Term A Percentage of such repayment to be applied as a repayment of Term A Loans and the New Term B Percentage of such repayment to be applied as a
repayment of New Term B Loans)." 




        (g)    Section 4.5(a)
of the Credit Agreement shall be amended by inserting the following sentences immediately after the sentence "Any prepayment of Term Loans pursuant
to Section 4.4(i) shall be applied pro rata to each of the Scheduled Term A Repayments and Scheduled New Term B Repayments.": 



"Any
prepayments of Revolving Loans pursuant to Section 4.4(l) shall be applied, to the payment, pro rata, of the then outstanding balance of the
Revolving Loans and within each of the Revolving Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and with respect to Eurocurrency Loans, in such order
as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall 




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determine).
Any prepayments of Term Loans pursuant to Section 4.4(l) shall be allocated first to
the Term A Loans or the New Term B Loans, as the case may be, based on the aggregate principal amount of the Scheduled Term A Repayments or the Scheduled New Term B Repayments, as applicable, due
within the twelve month period following the date of such prepayment in direct order of maturity, and, thereafter, shall be allocated second to the Term
A Loans or the New Term B Loans, as the case may be, in proportional amounts equal to the Term A Percentage or the New Term B Percentage (in each case, after giving effect to the prepayments made to
the Scheduled Term A Repayments or Scheduled New Term B Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each
Term A Loan or New Term B Loan, shall be applied to reduce the remaining Scheduled Term A Repayments or Scheduled New Term B Repayments on a pro rata basis (based upon the then remaining principal
amount of such Scheduled Term A Repayments or Scheduled New Term B Repayments, as the case may be)." 




        (h)    The
first sentence of Section 4.5(c) of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof: 



"Notwithstanding
anything to the contrary contained in this Section 4.5 with respect to any voluntary prepayment or mandatory prepayment of New
Term B Loans otherwise required pursuant to Sections 4.3, 4.4(d),  (e), (f)
, (g),  (h), (i), (j),  (k) and (l), if the Borrower has given the Administrative Agent written notification that the
Borrower has elected, in its sole discretion, to give each Lender with a New Term B Loan the right to waive such Lender's rights to receive its pro rata percentage of such prepayment (any such
repayment, a "Waivable Prepayment"), the Administrative Agent shall notify such Lenders thereof and the amount required to be applied to each such
Lender's New Term B Loans pursuant to the Waivable Prepayment." 




        (i)    Article VII
of the Credit Agreement shall be amended by inserting the following new Section 7.18 immediately after Section 7.17 therein: 



"Section 7.18
Cash Operating Account. 


Until
the earlier to occur of (i) the ARC Acquisition Closing Date or (ii) the Cash Operating Account Close Date, the Borrower agrees to maintain the Cash Operating Account and, subject
to the following sentence, to use amounts on deposit in the Cash Operating Account for (x) the purposes described in Section 4.4(l) and
(y) ongoing working capital needs and general corporate purposes. 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 $165,000,000 (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. Amounts held in the Cash Operating Account shall be
invested solely in Cash and Cash Equivalents." 




        (j)    Section 8.2
of the Credit Agreement shall be amended by (i) in subsection (p) thereof, deleting the "." and inserting in lieu thereof the following
phrase "; and" and (ii) inserting the following new subsections (q), (r) and (s) immediately after subsection (p) therein: 



        "(q)    Indebtedness
of the Borrower arising under the ARC Acquisition Subordinated Notes; provided, that the principal amount
of such Indebtedness shall not be less than $140,000,000 in the aggregate when initially issued and shall not exceed $200,000,000 in the aggregate at any time outstanding; 




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        (r)    Indebtedness
consisting of Guarantee Obligations of any Subsidiary of the Borrower of the ARC Acquisition Subordinated Notes,  provided, that such Subsidiary Guarantee Obligations shall be unsecured and shall be
subordinated to the Obligations on terms and conditions reasonably
satisfactory to the Administrative Agent and the principal amount of the ARC Acquisition Subordinated Notes being guaranteed shall not be less than $140,000,000 in the aggregate when initially issued
and shall not exceed $200,000,000 in the aggregate at any time outstanding; and 


        (s)    Indebtedness
consisting of an unsecured Guarantee Obligation by the Borrower of the obligations of Aerojet under the ARC Acquisition Documents." 




        (k)    Section 8.7(h)
of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof: 



"(h)
the Borrower and its Subsidiaries may make capital contributions to existing Foreign Subsidiaries of the Borrower, and may capitalize or forgive any Indebtedness owed to them by a Foreign
Subsidiary of the Borrower, provided, that the aggregate amount of such contributions, capitalizations and forgiveness, without duplication as to
amounts contributed from one Subsidiary to its Subsidiary (determined without regard to any write-downs or write-offs thereof), shall not exceed an amount equal to $5,000,000 (or the
Dollar Equivalent thereof) and provided further that, notwithstanding the preceding proviso, the Borrower and its Subsidiaries may make capital
contributions to Snappon SA through contributions of intercompany receivables in an aggregate amount not to exceed $24,000,000 (or the Dollar Equivalent thereof);" 




        (l)    Section 8.11
of the Credit Agreement shall be amended by (i) in subsection (ii) thereof, deleting the "or"; (ii) in subsection
(iii) thereof, deleting the "." and inserting in lieu thereof the following phrase "; or"; and (iii) inserting the following new subsection (iv) immediately after subsection
(iii) therein: 



"(iv) amend,
modify or permit the amendment or modification in any way adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent after reasonable advance
notice of such proposed change) of any provision of the ARC Acquisition Subordinated Notes or the Subordinated Notes, or any indentures or agreements pursuant to which the ARC Acquisition Subordinated
Notes or the Subordinated Notes have been authorized without the prior written consent of the Required Lenders; provided,  however, that with respect to
amendments and modifications to such notes or agreements which do not require consent of the affected noteholders, such
consent of the Lenders shall not be unreasonably withheld, conditioned or delayed, and provided further that it being understood, without limitation,
that no amendment or modification of such notes or agreements that, solely with respect to the terms of such notes or agreements, reduces principal, interest or fees, premiums or penalty charges, or
extends any scheduled or mandatory payment, prepayment or redemption of principal or interest, or makes less restrictive any agreement or releases away any security, or waives any condition precedent
or default shall be adverse to the interests of the Lenders for purposes of this Agreement." 




        (m)    Section 9.1
of the Credit Agreement shall be amended by deleting the Fiscal Years Ending November 30, 2003 and November 30, 2004 and the amounts
immediately set forth opposite such Fiscal Years and substituting the following in lieu thereof: 



	"Fiscal Year Ending
 
	 	Amount
	 
	November 30, 2003	 	$	50,000,000	 
	November 30, 2004	 	$	55,000,000	"





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        (n)    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
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	 	4.10 to 1.00	 	4.20 to 1.00
	August 31, 2004	 	4.20 to 1.00	 	4.10 to 1.00
	November 30, 2004	 	4.50 to 1.00	 	4.20 to 1.00
	February 28, 2005	 	4.60 to 1.00	 	4.30 to 1.00
	May 31, 2005	 	4.60 to 1.00	 	4.40 to 1.00
	August 31, 2005	 	4.60 to 1.00	 	4.50 to 1.00
	November 30, 2005	 	4.70 to 1.00	 	4.70 to 1.00
	February 28, 2006

and thereafter	 	5.00 to 1.00	 	5.00 to 1.00"






        (o)    Section 9.4
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
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	 	3.25 to 1.00	 	3.25 to 1.00
	November 30, 2003	 	3.25 to 1.00	 	3.70 to 1.00
	February 28, 2004	 	3.25 to 1.00	 	3.60 to 1.00
	May 31, 2004	 	3.25 to 1.00	 	3.60 to 1.00
	August 31, 2004	 	3.25 to 1.00	 	3.60 to 1.00
	November 30, 2004	 	3.00 to 1.00	 	3.25 to 1.00
	February 28, 2005	 	2.90 to 1.00	 	3.25 to 1.00
	May 31, 2005	 	2.90 to 1.00	 	3.10 to 1.00
	August 31, 2005	 	2.90 to 1.00	 	3.00 to 1.00
	November 30, 2005	 	2.80 to 1.00	 	2.80 to 1.00
	February 28, 2006r	 	2.60 to 1.00	 	2.60 to 1.00
	May 31, 2006

and thereafter	 	2.50 to 1.00	 	2.50 to 1.00"






        (p)    Section 10.1(c)
of the Credit Agreement shall be amended by deleting the phrase "Sections 7.3(a) or  7.11" therein and substituting in lieu thereof the phrase "Sections 7.3(a),  7.11 or 7.18". 




        2.    Limited Waiver and Consent.


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        (a)    The
Majority Lenders of each of the Term A Facility and the New Term B Facility 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 ARC Acquisition Subordinated Notes. 



        (b)    The
Required Lenders hereby waive compliance by the Borrower with respect to Section 8.7(k) of the Credit Agreement in connection with the ARC Business
Acquisition and hereby consent to the ARC Business Acquisition as a "Permitted Acquisition" for all purposes of the Credit Agreement, notwithstanding the terms and conditions set forth in such
Section 8.7(k). 


        (c)    The
Facing Agent hereby consents to the increase in the maximum amount of aggregate LC Obligations from $60,000,000 to $70,000,000. 




        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. 1 (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. 1 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. 1, 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.    Amendment Fee.    In consideration of the execution of this Amendment No. 1 by the Lenders, the Borrower
hereby agrees to pay on the Amendment Effective Date, without setoff, deduction or counterclaim, to the Administrative Agent on account of each Lender that has executed and delivered (including
delivery of way of facsimile) a copy of this Amendment No. 1 to the attention of Kay McNab at Winston & Strawn, 35 West Wacker Drive, Chicago, Illinois 60601, telecopy number
312-558-5700, at or prior to 2:00 p.m. (New York City time) on July 29, 2003 (the "Delivery Date"), a
non-refundable amendment fee (the "Amendment Fee") in an amount equal to 0.125% of the sum of such Lender's Revolving Commitment, Term A
Loans and New Term B Loans as of the Delivery Date. 


        5.    Conditions.    This Amendment No. 1 shall become effective on the date (the
"Amendment Effective Date") each of the following conditions precedent is satisfied: 



        (a)    the
Administrative Agent shall have received counterparts of this Amendment No. 1 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); 



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        (b)    the
Administrative Agent shall have received duly executed originals of a certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower and each
other Credit Party, dated as of the date hereof, stating that (A) since November 30, 2002 (i) no event or condition has occurred or is existing which could reasonably be expected
to have a Material Adverse Effect; (ii) there has been no material adverse change in the industry in which the Borrower or such Credit Party operates; (iii) no litigation has been
commenced which, if successful, would have a Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement and the other Loan Documents; (iv) there
have been no Restricted Payments made by the Borrower or any of its Subsidiaries other than in accordance with the Credit Agreement; and (v) there has been no material increase in liabilities,
liquidated or contingent, and no material decrease in assets of the Borrower or any of its Subsidiaries, and (B) all necessary governmental (domestic and foreign) and third party approvals in
connection with the Credit Agreement and the transactions contemplated by this Amendment No. 1 have been obtained and remain in effect; 



        (c)    the
Administrative Agent shall have received pro forma (after giving effect to the transactions contemplated by this Amendment No. 1, including the issuance of
the ARC Acquisition Subordinated Notes and the consummation of the ARC Business Acquisition) financial statements in form and substance satisfactory to the Administrative Agent and the Required
Lenders; 


        (d)    the
Administrative Agent shall have received from the Borrower all fees and expenses of legal counsel (both foreign and U.S.) to the Administrative Agent to the extent
then invoiced; 


        (e)    the
Borrower shall have paid in full to the Administrative Agent the Amendment Fee required by Section 4 hereof; and 


        (f)    the
ARC Acquisition Subordinated Notes shall have been issued and shall be outstanding. 




        6.    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. 1 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. 


        7.    Successors and Assigns.    This Amendment No. 1 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. 1 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. 1. 


        8.    Entire Agreement.    This Amendment No. 1, 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. 


        9.    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. 1. 


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        10.    Amendment; Waiver.    The parties hereto agree and acknowledge that nothing contained in this Amendment
No. 1 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.
Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment No. 1 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 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. 


        11.    Captions.    Section captions used in this Amendment No. 1 are for convenience only, and shall not
affect the construction of this Amendment No. 1. 


        12.    Severability.    Whenever possible each provision of this Amendment No. 1 shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Amendment No. 1 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. 1. 


        13.    Counterparts.    This Amendment No. 1 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. 1 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. 


[signature
pages immediately follow] 


9





 

        IN
WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the date first written above. 



	

GENCORP INC.	
 	

GENCORP PROPERTY INC.,

as Subsidiary Guarantor
	

By:	
 	

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

Title: President and Chief Executive Officer	
 	

By:	
 	

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

Title: President
	

AEROJET FINE CHEMICALS LLC

By its sole member: GenCorp Inc.,

an Ohio corporation

as Subsidiary Guarantor	
 	

AEROJET-GENERAL CORPORATION,

as Subsidiary Guarantor
	

By:	
 	

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

Title: Treasurer	
 	

By:	
 	

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

Title: Treasurer
	

AEROJET INVESTMENTS LTD.,

as Subsidiary Guarantor	
 	

AEROJET ORDNANCE TENNESSEE, INC.,

as Subsidiary Guarantor
	

By:	
 	

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

Title: Vice President & Chief

Financial Officer/Treasurer	
 	

By:	
 	

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

Title: President
	

GDX AUTOMOTIVE INC.,

as Subsidiary Guarantor	
 	

GDX LLC

By its sole member: GenCorp Inc.,

an Ohio corporation

as Subsidiary Guarantor
	

By:	
 	

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

Title: President and Chairman	
 	

By:	
 	

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

Title: President
	 	 	 	 	 	 	 



10





 

	

PENN INTERNATIONAL INC.,

as Subsidiary Guarantor	
 	

RKO GENERAL, INC.,

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
	

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/  MARGUERITE SUTTON      
 Name: MARGUERITE SUTTON

Title: Vice President	
 	

By:	
 	

/s/  TERRENCE J. WARD      
 Name: TERRENCE J. WARD

Title: Senior Vice President
	

 	
 	

 	
 	

By:	
 	

/s/  EDWARD JOHN HILL III      
 Name: EDWARD JOHN HILL III

Title: Assistant Vice President
	

AMMC CDO II, LIMITED

By: American Money Management Corp.,

as Collateral Manager	
 	

VENTURE CDO 2002, LIMITED

By its investment advisor, Barclays

Capital Asset Management Limited,
	

 	
 	

 	
 	

By its sub-advisor, Barclays Bank PLC,

New York Branch
	

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	
 	

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
	 	 	 	 	 	 	 






11





 

	

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, LIMITED,

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 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
	 	 	 	 	 	 	 



12





 

	

AIM FLOATING RATE FUND

By: INVESCO Senior Secured Management, Inc.

as Attorney in fact	
 	

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 Advisor	
 	

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
	

By:	
 	

/s/  JOSEPH ROTONDOV      
 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 PORTFOLIOS-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
	 	 	 	 	 	 	 






13





 

	

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 IV, LTD.	
 	

HARBOURVIEW CLO V, LTD.
	

By:	
 	

/s/  BILL CAMPBELL      
 Name: BILL CAMPBELL

Title: Manager	
 	

By:	
 	

/s/  BILL CAMPBELL      
 Name: BILL CAMPBELL

Title: Manager
	 	 	 	 	 	 	 



14





 

	

OPPENHEIMER SENIOR FLOATING RATE FUND	
 	

PACIFICA PARTNERS I, L.P.,

By: Imperial Credit Asset Management as its Investment Manager

as Lender
	

By:	
 	

/s/  BILL CAMPBELL      
 Name: BILL CAMPBELL

Title: Manager	
 	

By:	
 	

/s/  DEAN KAWAI      
 Name: DEAN KAWAI

Title: Senior Vice President
	

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
	

STANFIELD CLO LTD.

By: Stanfield Capital Partners LLC

as its Investment Manager

as Lender	
 	

WINDSOR LOAN FUNDING, LIMITED

By: Stanfield Capital Partners LLC

as its Collateral Manager

as Lender
	

By:	
 	

/s/  CHRISTOPHER A. BONDY      
 Name: CHRISTOPHER A. BONDY

Title: Partner	
 	

By:	
 	

/s/  CHRISTOPHER A. BONDY      
 Name: CHRISTOPHER A. BONDY

Title: Partner
	

STANFIELD ARBITRAGE CDO, LTD.

By: Stanfield Capital Partners LLC

as its Collateral Manager

as Lender	
 	

STANFIELD QUATTRO CLO, LTD.

By: Stanfield Capital Partners LLC

as its Collateral Manager

as Lender
	

By:	
 	

/s/  CHRISTOPHER A. BONDY      
 Name: CHRISTOPHER A. BONDY

Title: Partner	
 	

By:	
 	

/s/  CHRISTOPHER A. BONDY      
 Name: CHRISTOPHER A. BONDY

Title: Partner
	 	 	 	 	 	 	 





15





 

	

HAMILTON CDO, LTD.

By: Stanfield Capital Partners LLC

as its Collateral Manager

as Lender	
 	

AURUM CLO 2002-1 LTD.

By: Columbia Management Advisors, Inc.

(f/k/a Stein Roe & Farnham Incorporated),

as Investment Manager
	

By:	
 	

/s/  CHRISTOPHER A. BONDY      
 Name: CHRISTOPHER A. BONDY

Title: Partner	
 	

By:	
 	

/s/  JAMES R. FELLOWS      
 Name: JAMES R. FELLOWS

Title: Sr. Vice President & Portfolio Manager
	

SRF 2000, INC.,

as Lender	
 	

C-SQUARED CDO LTD.

By: TCW Advisors, Inc., as its Portfolio Manager
	

By:	
 	

/s/  DIANA M. HIMES      
 Name: DIANA M. HIMES

Title: Assistant Vice President	
 	

By:	
 	

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

Title: Senior Vice President
	

KZH CRESCENT LLC	
 	

KZH CRESCENT-2 LLC
	

By:	
 	

/s/  HI HUA      
 Name: HI HUA

Title: Authorized Agent	
 	

By:	
 	

/s/  HI HUA      
 Name: HI HUA

Title: Authorized Agent
	

KZH CRESCENT-3 LLC	
 	

TCW SELECT LOAN FUND, LIMITED

By: TCW Advisors, Inc., as its

Collateral Manager
	

By:	
 	

/s/  HI HUA      
 Name: HI HUA

Title: Authorized Agent	
 	

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
	 	 	 	 	 	 	 



16





 

	

SEQUILS I, LTD.

By: TCW Advisors, Inc., as its

Collateral Manager	
 	

SEQUILS IV, 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
	

TORONTO DOMINION (NEW YORK), INC.

as Lender	
 	

WACHOVIA BANK, National Association,
	

By:	
 	

/s/  GWEN ZIRKLE      
 Name: GWEN ZIRKLE

Title: Vice President	
 	

By:	
 	

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

Title: Vice President
	

WELLS FARGO BANK, N.A.,

as Lender	
 	

 	
 	

 
	

By:	
 	

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

Title: Vice President	
 	

 	
 	

 




17









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Exhibit 10.1


AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER AND CONSENT