Exhibit 10.1



 




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 No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5
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:
    




4






 




		
	 	     
    (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





5






 


		
	 	
    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.
    




6






 




		
	 	     
    (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






 




		
	 	     
    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]

8






 








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



GENCORP INC.



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Terry L. Hall
 	 
	 	 	Name:  	Terry L. Hall 	 
	 	 	Title:  	Chairman, President and
Chief Executive Officer 	 




Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	AEROJET-GENERAL CORPORATION,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Yasmin R. Seyal
 	 
	 	 	Name:  	Yasmin R. Seyal 	 
	 	 	Title:  	Treasurer 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	AEROJET ORDNANCE TENNESSEE, INC., as

Subsidiary Guarantor

 	 
	 	By:  	/s/ Nabara Kazimi
 	 
	 	 	Name:  	Nabara Kazimi 	 
	 	 	Title:  	Assistant Treasurer 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	GENCORP PROPERTY INC.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Terry L. Hall
 	 
	 	 	Name:  	Terry L. Hall 	 
	 	 	Title:  	President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	GDX LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Terry L. Hall
 	 
	 	 	Name:  	Terry L. Hall 	 
	 	 	Title:  	President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	AEROJET FINE CHEMICALS LLC,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Yasmin R. Seyal
 	 
	 	 	Name:  	Yasmin R. Seyal 	 
	 	 	Title:  	Treasurer 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	AEROJET INVESTMENTS LTD.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Frank V. Fogarty
 	 
	 	 	Name:  	Frank V. Fogarty 	 
	 	 	Title:  	Chief Financial Officer
and Treasurer 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	RKO GENERAL, INC.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Terry L. Hall
 	 
	 	 	Name:  	Terry L. Hall 	 
	 	 	Title:  	President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as

Lender, Administrative Agent and Facing

Agent

 	 
	 	By:  	/s/ Marguerite Sutton
 	 
	 	 	Name:  	Marguerite Sutton 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK ONE, NA,

as Lender

 	 
	 	By:  	/s/ Stephen C. Price
 	 
	 	 	Name:  	Stephen C. Price 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	ABN AMRO BANK N.V.

as Lender

 	 
	 	By:  	/s/ Terrence J. Ward
 	 
	 	 	Name:  	Terrence J. Ward 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Peter J. Hallan
 	 
	 	 	Name:  	Peter J. Hallan 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK

as Lender

 	 
	 	By:  	/s/ Elizabeth T. Ying
 	 
	 	 	Name:  	Elizabeth T. Ying 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

as Lender

 	 
	 	By:  	/s/ Mark Sparrow
 	 
	 	 	Name:  	Mark Sparrow 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK,

as Lender

 	 
	 	By:  	/s/ Kenneth M. Blackwell
 	 
	 	 	Name:  	Kenneth M. Blackwell 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as Lender

 	 
	 	By:  	/s/ Gregory J. Mellor
 	 
	 	 	Name:  	Gregory J. Mellor 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	Wachovia Bank NA

 	 
	 	By:  	/s/ Robert G. McGill, Jr.
 	 
	 	 	Name:  	Robert G. McGill, Jr. 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	ING CAPITAL LLC,

as Lender

 	 
	 	By:  	/s/ David Scott Orner
 	 
	 	 	Name:  	David Scott Orner 	 
	 	 	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/ Chester M. Eng
 	 
	 	 	Name:  	Chester M. 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/ Richard F. Kurth
 	 
	 	 	Name:  	Richard F. Kurth 	 
	 	 	Title:  	Senior Vice President 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	CELEBRITY CLO LIMITED

 	 
	 	By:  	TCW Advisors, Inc.,
 	 
	 	 	As 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 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	KZH CRESCENT-3 LLC,

as Lender

 	 
	 	By:  	/s/ Dorian Herrera
 	 
	 	 	Name:  	Dorian Herrera 	 
	 	 	Title:  	Authorized Agent 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	TCW SELECT LOAN FUND, LIMITED

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



	 	 	 	 	 
	 	 	 
	 	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 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST 2004-I CLO, LTD.

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



	 	 	 	 	 
	 	 	 
	 	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 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	VELOCITY CLO, LTD.

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



	 	 	 	 	 
	 	 	 
	 	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 	 



Signature Page to Amendment
No. 7









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST 2004-II CLO, LTD.

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



	 	 	 	 	 
	 	 	 
	 	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 	 
	 




Signature Page to Amendment
No. 7