ex102to8k07319_112242009.htm


    Exhibit 10.2

     

    
      JOINDER
AGREEMENT

      


      THIS JOINDER AGREEMENT (this “Agreement”), dated as
of November 24, 2009, is by and among Easton Development Company, LLC, a
California limited liability company (the “Subsidiary
Guarantor”), GenCorp Inc., an Ohio corporation (the “Borrower”) and
Wachovia Bank, National Association, in its capacity as administrative agent
under that certain Amended and Restated Credit Agreement (the “Administrative
Agent”), dated as of June 21, 2007 (as amended, restated, amended and
restated or otherwise modified, the “Credit Agreement”),
by and among the Borrower, the Material Domestic Subsidiaries of the Borrower
from time to time party thereto (the “Guarantors”), the
Lenders from time to time party thereto and the Administrative
Agent.  Capitalized terms used herein but not otherwise defined shall
have the meanings provided in the Credit Agreement.

      


      The Subsidiary Guarantor is an
Additional Credit Party, and, consequently, the Credit Parties are required by
Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become
a “Guarantor” thereunder.

      


      Accordingly, the Subsidiary
Guarantor and the Borrower hereby agree as follows with the Administrative
Agent, for the benefit of the Lenders:

      


      1.            The
Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary Guarantor will be deemed to be a
party to and a “Guarantor” under the Credit Agreement and shall have all of the
obligations of a Guarantor thereunder as if it had executed the Credit
Agreement.  The Subsidiary Guarantor hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the applicable Credit Documents, including without limitation (a)
all of the representations and warranties set forth in Article III of the Credit
Agreement and (b) all of the affirmative and negative covenants set forth in
Articles V and VI of the Credit Agreement.  Without limiting the
generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor
hereby guarantees, jointly and severally together with the other Guarantors, the
prompt payment of the Credit Party Obligations in accordance with Article X of
the Credit Agreement.

      


      2.           The
Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary Guarantor will be deemed to be a
party to the Security Agreement, and shall have all the rights and obligations
of an “Obligor”
(as such term is defined in the Security Agreement) thereunder as if it had
executed the Security Agreement.  The Subsidiary Guarantor hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Security Agreement.

      


      3.           The
Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary Guarantor will be deemed to be a
party to the Pledge Agreement, and shall have all the rights and obligations of
a “Pledgor” thereunder as if it had executed the Pledge
Agreement.  The Subsidiary Guarantor hereby ratifies, as of the date
hereof, and agrees to be bound by, all the terms, provisions and conditions
contained in the Pledge Agreement.

      


      4.           The
Subsidiary Guarantor acknowledges and confirms that it has received a copy of
the Credit Agreement and the schedules and exhibits thereto and each Security
Document and the schedules and exhibits thereto.  The information on
the schedules to the Credit Agreement and the Security Documents are hereby
supplemented (to the extent permitted under the Credit Agreement or Security
Documents) to reflect the information shown on the attached Schedule
A.

      


      5.           The
Borrower confirms that the Credit Agreement is, and upon the Subsidiary
Guarantor becoming a Guarantor, shall continue to be, in full force and
effect.  The parties hereto confirm and agree that immediately upon
the Subsidiary Guarantor becoming a Guarantor the term “Credit Party
Obligations,” as used in the Credit Agreement, shall include all
obligations of the Subsidiary Guarantor under the Credit Agreement and under
each other Credit Document.

      


      6.           Each
of the Borrower and
the Subsidiary Guarantor agrees that at any time and from time to time, upon the
written request of the Administrative Agent, it will execute and deliver such
further documents and do such further acts as the Administrative Agent may
reasonably request in accordance with the terms and conditions of the Credit
Agreement in order to effect the purposes of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      7.           This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute one
contract.

      


      8.           This
Agreement shall be governed by and construed and interpreted in accordance with
the laws of the State of New York without regard to principles of conflicts of
laws that would call for the application of the laws of any other
jurisdiction.  The terms of Sections 9.13, 9.14, and 9.16 of the
Credit Agreement are incorporated herein by reference, mutatis mutandis, and the
parties hereto agree to such terms.

      


      9.           This
Agreement may, upon execution, be delivered by facsimile or electronic mail,
which shall be deemed for all purposes to be an original signature.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, each of the
Borrower and the Subsidiary Guarantor has caused this Agreement to be duly
executed by its authorized officer, and the Administrative Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

      


      
        	
                SUBSIDIARY
      GUARANTOR:

              	
                EASTON
      DEVELOPMENT COMPANY, LLC

              
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/ David C. Hatch

                

              
	 
      	
                Name:  David
      C. Hatch

              
	 
      	
                Title:
      Chief Operating Officer and Vice
President

              


      

      


      


      
        	 
      	 
      
	
                BORROWER:

              	
                GENCORP
      INC.,

              
	 
      	
                an
      Ohio corporation

              
	 
      	 
      
	 
      	
                By:

              	
                /s/
      J. Scott Neish

              
	 
      	
                Name:
      J. Scott Neish

              
	 
      	
                Title:
      Interim President and Interim Chief Executive
  Officer

              


      

      


      


      Acknowledged,
accepted and agreed:

      


      
        	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION,

              
	
                  as
      Administrative Agent

              
	 
      
	
                By:

              	
                
                  /s/
      Robert G. McGill Jr.

                

              
	
                Name:
      Robert G. McGill Jr.

              
	
                Title:   Director

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      SCHEDULE
A

      to

      Joinder
Agreement

      


      Schedules to Credit
Agreement and Security Documents