ex101to8k07319_112242009.htm


    Exhibit 10.1

     

    
      THIRD SUPPLEMENTAL INDENTURE, dated as
of November 24, 2009 (the “Third Supplemental Indenture”), by and among GENCORP
INC., an Ohio corporation (the “Issuer”), the guarantors party hereto (the
“Guarantors”), EASTON DEVELOPMENT COMPANY, LLC, a California limited liability
company (the “New Subsidiary Guarantor”), and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.(formerly known as The Bank of New York Trust Company, N.A. and
successor to The Bank of New York ), a national banking association organized
under the laws of the United States of America, as trustee (the
“Trustee”).

       

      RECITALS

       

      WHEREAS, the Issuer, the Guarantors,
and the Trustee have heretofore executed and delivered an Indenture, dated as of
August 11, 2003, as amended by the First Supplemental Indenture dated as of
October 29, 2004 and Second Supplemental Indenture dated as of June 27,
2006 (as amended, the “Indenture”), pursuant to which the Issuer issued
$150,000,000 principal amount of its 91⁄2% Senior Subordinated Notes due 2013 (the
“Notes”);

       

      WHEREAS, pursuant to Section 4.18 of
the Indenture, each Domestic Subsidiary that is a Material Domestic Subsidiary
shall, not later than the date it becomes a Material Domestic Subsidiary,
execute and deliver to the Trustee a supplemental indenture pursuant to which
such Subsidiary shall unconditionally guarantee all of the Issuer’s obligations
under the Notes and the Indenture on the terms set forth in the
Indenture;

       

      WHEREAS, on the date hereof, the Board
of Directors of the Issuer has designated the New Subsidiary Guarantor to be a
Material Domestic Subsidiary under the Indenture;

       

      WHEREAS, pursuant to Section 9.1(f) of
the Indenture, the Issuer, the Guarantors and the Trustee may amend or
supplement the Indenture or the Notes without the consent of any Holder to add a
Guarantor that will unconditionally guarantee the Notes; and

       

      WHEREAS, the execution and delivery of
this Third Supplemental Indenture by the Issuer has been authorized by
resolutions of the Board of Directors of the Issuer, the execution and delivery
of this Third Supplemental Indenture by the Guarantors has been authorized by
the board of directors, manager or members of each Guarantor, the execution and
delivery of this Third Supplemental Indenture by the New Subsidiary Guarantor
has been authorized by the board of managers of the New Subsidiary Guarantor,
and all acts, conditions and requirements necessary to make this Third
Supplemental Indenture a valid and binding agreement in accordance with its
terms and for the purposes herein set forth have been done and taken, and the
execution and delivery of this Third Supplemental Indenture have been in all
respects duly authorized.

       

      NOW, THEREFORE, in consideration of the
above premises, each party hereto agrees, for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Notes, as
follows:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Section
1.      Definitions.

       

      For all
purposes of this Third Supplemental Indenture, except as otherwise expressly
provided or unless the context otherwise requires, the terms used herein shall
have the respective meanings assigned to them in the Indenture.

       

      Section
2.      Guarantee.

       

      The New
Subsidiary Guarantor hereby agrees, jointly and severally with all other
Guarantors, to unconditionally guarantee the Issuer’s obligations under the
Notes on the terms and subject to the conditions set forth in Article 10 of the
Indenture and to be bound by all other applicable provisions of the
Indenture.

       

      Section
3.      Concerning the
Trustee.

       

      The Trustee accepts the trusts of the
Indenture, as supplemented by this Third Supplemental Indenture, and agrees to
perform the same, but only upon the terms and conditions set forth in the
Indenture, as supplemented by this Third Supplemental Indenture, to which the
parties hereto and the Holders from time to time of the Notes agree and, except
as expressly set forth in the Indenture, as supplemented by this Third
Supplemental Indenture, shall incur no liability or responsibility in respect
thereof. Without limiting the generality of the foregoing, the Trustee assumes
no responsibility for the correctness of the recitals herein contained, which
shall be taken as the statements of the Issuer. The Trustee makes no
representation and shall have no responsibility as to the validity or
sufficiency of this Third Supplemental Indenture.

       

      Section
4.      Miscellaneous.

       

      (a)      Except
as hereby expressly amended, the Indenture is in all respects ratified and
confirmed and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.   This Third Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder
of Notes heretofore or hereafter authenticated and delivered shall be bound
hereby.

       

      (b)      All
agreements of the Issuer in this Third Supplemental Indenture shall bind the
Issuer’s successors. All agreements of the Trustee in this Third Supplemental
Indenture shall bind its successors.

       

      (c)      THIS
THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

       

      (d)      If and
to the extent that any provision of this Third Supplemental Indenture limits,
qualifies or conflicts with another provision that is required to be included in
this Third Supplemental Indenture or in the Indenture by the Trust Indenture
Act, the required provision shall control.

       

      (e)      The
titles and headings of the sections of this Third Supplemental Indenture have
been inserted for convenience of reference only, and are not to be considered a
part hereof and shall in no way modify or restrict any of the terms or
provisions hereof.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (f)      This
Third Supplemental Indenture may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall represent
one and the same agreement.

       

      (g)      In case
any provision of this Third Supplemental Indenture shall be determined to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof or of the Indenture shall not in any way be
affected or impaired thereby.

       

      [Signature
page on next page]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, the parties hereto
have caused this Third Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed, as of the date first written
above.

       

      
        	 	
                ISSUER:

                 

                GENCORP
      INC.

                 

              
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/
      Kathleen E. Redd

                

              
	 
      	 
      	
                Name:

              	
                Kathleen
      E. Redd

              
	 
      	 
      	
                Title:

              	
                Vice
      President, Chief Financial Officer and
Secretary

              


      

      


      
        	 
      	
                GUARANTORS:

                 

                AEROJET-GENERAL
      CORPORATION

                 

              
	 
      	
                By:

              	
                
                  /s/
      Kathleen E. Redd

                

              
	 
      	 
      	
                Name:

              	
                Kathleen
      E. Redd

              
	 
      	 
      	
                Title:

              	
                Vice
      President and Chief Financial
Officer

              


      

      


      
        	 
      	 
      
	 
      	
                AEROJET
      ORDNANCE TENNESSEE, INC.

                 

              
	 
      	
                By:

              	
                
                  /s/
      Diane L. Wallace

                

              
	 
      	 
      	
                Name:

              	
                Diane
      L. Wallace

              
	 
      	 
      	
                Title:

              	
                Vice
      President

              


      

      


      


      
        	 	
                AEROJET
      INVESTMENTS LTD.

                 

              
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/
      Diane L. Wallace

                

              
	 
      	 
      	
                Name:

              	
                Diane
      L. Wallace

              
	 
      	 
      	
                Title:

              	
                President

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                RKO
      GENERAL, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/
      Kathleen E. Redd

                

              
	 
      	 
      	
                Name:

              	
                Kathleen
      E. Redd

              
	 
      	 
      	
                Title:

              	
                Treasurer

              
	 
      	 
      


      

      


      
        	 
      	
                NEW
      SUBSIDIARY GUARANTOR:

                 

                EASTON
      DEVELOPMENT COMPANY, LLC

                 

              
	 
      	
                By:

              	
                
                  /s/
      Kathleen E. Redd

                

              
	 
      	 
      	
                Name:

              	
                Kathleen
      E. Redd

              
	 
      	 
      	
                Title:

              	
                Chief
      Financial Officer and Secretary

              


      

      


      
        	 
      	
                TRUSTEE:

                 

                THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

                 

              
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/
      John (Alex) Briffett

                

              
	 
      	 
      	
                Name:

              	
                John
      (Alex) Briffett

              
	 
      	 
      	
                Title:

              	
                Senior
      Associate