exv10w1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of March 17,
2010, is by and among GENCORP INC., an Ohio corporation (the “Borrower”), the subsidiaries
of the Borrower from time to time party thereto (the “Guarantors”), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Administrative Agent”).
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto
in the Credit Agreement.



W I T N E S S E T H




     WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to
time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain
Amended and Restated Credit Agreement dated as of June 21, 2007 (as amended, modified, extended,
restated, replaced, or supplemented from time to time, the “Credit Agreement”);



     WHEREAS, the Borrower has requested that the Required Lenders agree to certain amendments to
the Credit Agreement; and



     WHEREAS, the Required Lenders are willing to amend the Credit Agreement subject to the terms
and conditions hereof.



     NOW, THEREFORE, IN CONSIDERATION of the agreements herein contained, the parties hereby agree
as follows:



SECTION 1

AMENDMENT




     1.1 New Definitions. The following definitions are hereby added to Section 1.1 of the
Credit Agreement in the appropriate alphabetical order:



     “4.0625% Convertible Debentures” shall mean, collectively, those certain 4.0625%
Convertible Subordinated Debentures due 2039 issued by the Borrower, as the same may be amended,
restated, supplemented or otherwise modified from time to time as permitted hereunder.



     “Aggregate Refinancing Indebtedness Amount” shall have the meaning set forth in
Section 6.1(e).



     “Debt Repurchase” shall mean a redemption, repurchase, retirement or other
satisfaction or extinguishment, including, without limitation, by optional redemption, required
repurchase rights, exchange, open market and/or privately negotiated purchases, of Indebtedness.



 









 





     “Designated Cash” shall mean, so long as there are no Revolving Loans outstanding, (a)
cash and Cash Equivalents of the Borrower or any of its Subsidiaries subject to account control
agreements in favor of the Administrative Agent that are in form and substance reasonably
acceptable thereto and (b) cash and Cash Equivalents of the Borrower or any of its Subsidiaries
that are held in a blocked account with the Administrative Agent or a separate account with an
escrow agent, in each case that are earmarked for the permanent reduction of Indebtedness of any of
the Credit Parties.



     “Equity Repurchase” shall have the meaning set forth in Section 6.10(f).



     “GDX Automotive SAS Judgments” shall mean any legal judgments rendered under French
law against GDX Automotive SAS.



     “GenCorp Savings Plan” shall mean the GenCorp Retirement Savings Plan, a defined
contribution plan, as amended from time to time, which plan includes the GenCorp Stock Fund (a
unitized stock fund that invests primarily in the Capital Stock of the Borrower, but also has small
investments in cash and cash equivalents) that issues units to plan participants.



     “Impacted Lender” means any Lender as to which (a) the Administrative Agent, the
Swingline Lender or the Issuing Lender has actual knowledge that the Lender has defaulted, and
continues to remain in default, in fulfilling its funding obligations under one or more other
syndicated credit facilities, (b) the Lender or the entity that Controls the Lender has been deemed
insolvent or become subject to a bankruptcy or other similar proceeding, (c) with respect to which
the Federal Deposit Insurance Corporation has been appointed receiver or conservator by a federal
or state chartering authority or otherwise pursuant to the FDI Act (12 U.S.C. § 11(c)), or (d) the
Lender has notified the Administrative Agent in writing (or issued a public statement) that such
Lender will not fund its obligations under this Agreement.



     “Infrastructure Improvements” shall mean any real estate physical improvements
(including, without limitation, grading, road building, landscaping, utility installations and
other similar development improvements contemplated by or required for the permitted proposed
redevelopment of the property) and related expenditures for such improvements (including without
limitation, planning documentation, studies, engineering plans and plan fees in support of the
physical improvements and permitting process).



     “Refinancing Indebtedness” shall have the meaning set forth in Section 6.1(e).



     “Rescission Offer” shall mean a rescission offer or offers to be launched by the
Borrower under which the Borrower will offer (using cash and/or Capital Stock) to (a) rescind and
repurchase the units (consisting, in part, of Capital Stock of the Borrower), including any
unrealized losses with respect to such units, sold to or issued to Persons in the GenCorp
Stock Fund of the GenCorp Savings Plan who may have been deemed to have purchased such units that
were “sold” in violation of Section 5 of the Securities Act of 1933, as amended, or any similar
state laws, (b) make payments to Persons who sold such units at a loss or who have



2









 




unrealized
losses with respect to such units and (c) pay interest to affected Persons; provided that
the Rescission Offer shall not include the rescission of units purchased by participants after the
effective date of the Borrower’s registration statement on Form S-8 dated June 30, 2008.





“Second Amendment Effective Date” shall mean March 17, 2010.



     1.2 Deleted Definitions. The following definitions are hereby deleted in their
entirety from Section 1.1 of the Credit Agreement:



     “Incremental Term Loan”

     “Incurrence Test”

     “Refinance Period”



     1.3 Amendment to Definition of Applicable Percentage. The definition of Applicable
Percentage set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:



     “Applicable Percentage” shall mean, for any day, a rate per annum equal to (a) 0.625%
with respect to the Commitment Fee, (b) 2.25% with respect to Revolving Loans and Term Loans that
are Alternate Base Rate Loans, (c) 3.25% with respect to Revolving Loans and Term Loans that are
LIBOR Rate Loans and (d) 3.25% with respect to the Revolving LOC Commitment Fee.



     1.4 Amendment to Definition of Cash Equivalents. Clause (c) of the definition of Cash
Equivalents set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:



     (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the
parent company thereof) or any variable rate notes issued by, or guaranteed by any domestic
corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent
thereof) or better by Moody’s and maturing within twelve (12) months of the date of acquisition,



     1.5 Amendment to Definition of Equity Issuance. The definition of Equity Issuance set
forth in Section 1.1 of the Credit Agreement is hereby amended by (1) amending and restating clause
(v) in its entirety and (2) adding a new clause (vii) to the end of such definition and making the
appropriate punctuation and grammatical changes thereto, in each case to read as follows:



     (v) any equity issuance the proceeds of which are used to refinance, or consummate a Debt
Repurchase of, the Existing Subordinated Notes and/or the outstanding Term Loans, in whole or in
part, in each case, as permitted by Section 6.1(e) or Section 6.10(f)



***




     (vii) any equity issuance issued in connection with the Rescission Offer.



3









 





     1.6 Amendment to Definition of Existing Subordinated Notes. The definition of
Existing Subordinated Notes set forth in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:



     “Existing Subordinated Notes” shall mean, collectively, the 9.50% Senior Subordinated
Notes, the 2.25% Convertible Notes, the 4.00% Convertible Notes and the 4.0625% Convertible
Debentures, as the same may be amended, restated, supplemented or otherwise modified from time to
time as permitted hereunder.



     1.7 Amendment to Definition of Leverage Ratio. The definition of Leverage Ratio set
forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:



     “Leverage Ratio” shall mean, as of any date of determination, the ratio of (i)
Consolidated Funded Debt on such date minus Designated Cash to (ii) Consolidated EBITDAP.



     1.8 Amendment to Definition of Net Cash Proceeds. The definition of Net Cash Proceeds
set forth in Section 1.1 of the Credit Agreement is hereby amended by adding the following clause
(f) after clause (e) in such definition (but prior to the phrase “it being understood”) and making
the appropriate punctuation and grammatical changes thereto to read as follows:



     (f) expenditures incurred or accrued related to any Infrastructure Improvements with respect
to any proposed or planned real estate development related to a Permitted Real Estate Sale or
Permitted Real Estate Transfer; provided that such expenditures were incurred or accrued on
or after December 1, 2007.



     1.9 Amendment to Definition of Non-Cash and Other Adjustments. The definition of
Non-Cash and Other Adjustments set forth in Section 1.1 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:



     “Non-Cash and Other Adjustments” shall mean (i) charges associated with environmental
reserve adjustments and (ii) all non-cash expenses or income incurred outside the normal course of
business of the Credit Parties including litigation settlements and awards and other charges
relating to legal matters, charges associated with impairments of tangible and intangible assets
and any cancellation of debt income or similar income or gain realized in connection with the
repurchase of any Indebtedness, including, without limitation, any Debt Repurchase.



     1.10 Amendment to Definition of Permitted Investments. The definition of Permitted
Investments in Section 1.1 of the Credit Agreement is hereby amended by (1)
amending and restating clause (k) in its entirety and (2) adding the following clauses (p),
(q), (r) and (s) to the end of such definition and making the appropriate punctuation and
grammatical changes thereto, in each case, to read as follows:



4









 






(k) Guaranty Obligations permitted pursuant to Section 6.1(e), 6.1(h), 6.1(k) and 6.1(l);



***





(p) the Rescission Offer;




(q) Debt Repurchases of the Existing Subordinated Notes to the extent permitted by Section
6.10;




(r) Equity Repurchases to the extent permitted by Section 6.10; and



     (s) Investments to the extent permitted by Section 6.4(a).



     1.11 Amendment to Definition of Permitted Real Estate Sales. The definition of
Permitted Real Estate Sales set forth in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:



     “Permitted Real Estate Sales” shall mean the sale of any owned real property of a
Credit Party (a) subject to a Lien in favor of the Administrative Agent for the benefit of the
Lenders or (b) not listed on Schedule 1.1(f) (as such schedule may be updated from time to
time with the consent of the Administrative Agent), in each case, that satisfies the following
requirements: (i) no Default or Event of Default shall exist at the time of such sale or be caused
by such sale, (ii) such sale is for Fair Market Value and (iii) the Net Cash Proceeds of such sale
are applied to the Loans to the extent required pursuant to Section 2.9(b).



     1.12 Amendment to Section 2.1(a). The second sentence of Section 2.1(a) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



     For purposes hereof, the aggregate principal amount available for Revolving Loan borrowings
hereunder shall be SIXTY-FIVE MILLION DOLLARS ($65,000,000) (as such aggregate maximum amount may
be reduced from time to time as provided in Section 2.8, the “Revolving Committed Amount”).



     1.13 Amendment to Section 2.2(a). The following sentence is hereby added to the end
of Section 2.2(a) of the Credit Agreement to read as follows:



     The Revolving Issuing Lender shall be under no obligation to issue any Revolving Letter of
Credit if any Revolving Lender is at such time a Defaulting Lender or an Impacted Lender hereunder,
unless the Revolving Issuing Lender has entered into arrangements satisfactory to the Revolving
Issuing Lender with the Borrower or such Revolving Lender to eliminate the
Revolving Issuing Lender’s risk with respect to such Lender’s Revolving LOC Obligations. The
Revolving Issuing Lender shall provide prompt notice to the Borrower upon becoming aware of any
Defaulting Lender or Impacted Lender.



5









 





     1.14 Amendment to Section 2.3(b)(i). The following sentence is hereby added to the
end of Section 2.3(b)(i) of the Credit Agreement to read as follows:



     Notwithstanding anything to the contrary contained herein, the Swingline Lender shall not at
any time be obligated to make any Swingline Loan hereunder if any Revolving Lender is at such time
a Defaulting Lender or an Impacted Lender hereunder, unless the Swingline Lender has entered into
arrangements satisfactory to the Swingline Lender with the Borrower or such Revolving Lender to
eliminate the Swingline Lender’s risk with respect to such Revolving Lender’s obligations in
respect of its Swingline Commitment. The Swingline Lender shall provide prompt notice to the
Borrower upon becoming aware of any Defaulting Lender or Impacted Lender.



     1.15 Amendment to Section 2.4(a). The parenthetical in the first sentence of Section
2.4(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



     (as such amount may be increased by any Credit-Linked Purchase that is converted to Term Loans
pursuant to Section 2.5(d)(ii), the “Term Loan Committed Amount”)



     1.16 Amendment to Section 2.5(a)(i)(A). Section 2.5(a)(i)(A) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:



     (A) ONE HUNDRED MILLION DOLLARS ($100,000,000) (as reduced from time to time in accordance
with the terms of Section 2.5(d)(ii) or Section 2.8(a), the “Credit-Linked LOC Committed
Amount”) and



     1.17 Amendment to Section 2.9(b)(vi). Section 2.9(b)(vi) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:



     (vi) Issuances of Equity. Promptly, upon receipt by any Credit Party or any of its
Subsidiaries of proceeds from any Equity Issuance, the Borrower shall prepay the Loans in an
aggregate amount equal to the lesser of (A) 50% of the Net Cash Proceeds of such Equity Issuance
and (B) an amount necessary to, after giving pro forma effect to any repayments of Indebtedness and
other Debt Repurchases, reduce the Leverage Ratio to less than or equal to 3.0 to 1.0;
provided that no prepayment under this Section 2.9(b)(vi) shall be required with respect to
any Equity Issuance if the Leverage Ratio, after giving pro forma effect to any repayments of
Indebtedness and other Debt Repurchases, is less than or equal to 3.0 to 1.0 (such prepayment to be
applied as set forth in clause (x) below).



     1.18 Amendment to Section 2.21. The first sentence of Section 2.21 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



     If any Lender shall (a) be a Defaulting Lender, (b) be an Impacted Lender or (c) become
affected by any of the changes or events described in Sections 2.16, 2.17, 2.18 or 2.19 and shall
petition the Borrower for any increased cost or amounts thereunder (in the case of any Lender



6









 




falling under the category of clause (a), (b) or (c) above, a “Replaced Lender”), then in
such case, the Borrower may, upon at least thirty (30) Business Days’ notice to the Administrative
Agent and such Replaced Lender and so long as no Default or Event of Default has occurred and is
continuing, designate a replacement lender (a “Replacement Lender”) acceptable to the
Administrative Agent in its reasonable discretion, to which such Replaced Lender shall, subject to
its receipt (unless a later date for the remittance thereof shall be agreed upon by the Borrower
and the Replaced Lender) of all amounts owed to such Replaced Lender under Sections 2.16, 2.17,
2.18 or 2.19, assign at par all (but not less than all) of its rights, obligations, Loans and
Commitments hereunder; provided, that all amounts owed to such Replaced Lender by the
Borrower (except liabilities which by the terms hereof survive the payment in full of the Loans and
termination of this Agreement) shall be paid in full as of the date of such assignment.




     1.19 Deletion of Section 2.22. Section 2.22 of the Credit Agreement is hereby deleted
in its entirety.



     1.20 Amendment to Section 3.24. The last sentence of Section 3.24 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



     Schedule 3.24 may be updated from time to time by the Borrower to include new Material
Contracts and/or to remove Material Contracts to the extent (a) permitted by Section 6.8(a)(iii) to
be cancelled, terminated, not renewed or not extended or (b) it no longer meets the criteria to
qualify as a Material Contract, in each case, by giving written notice thereof to the
Administrative Agent.



     1.21 Amendment to Section 6.1. Section 6.1(e) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:



     (e) (i) Indebtedness of the Credit Parties and their Subsidiaries (other than the Permitted
Real Estate Entities) pursuant to the Existing Subordinated Notes and (ii) senior unsecured or
subordinated Indebtedness (such Indebtedness, “Refinancing Indebtedness”) in an aggregate
amount not to exceed the sum of (A) the outstanding Existing Subordinated Notes and outstanding
Term Loans immediately prior to the incurrence of such Refinancing Indebtedness and (B) the
aggregate amount of cash previously used to consummate Debt Repurchases of the Existing
Subordinated Notes, in whole or in part, within the nine (9) month period prior to the incurrence
of such Refinancing Indebtedness (collectively, the “Aggregate Refinancing Indebtedness
Amount”); provided that (1) no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (2) the sum of (x) the Existing Subordinated Notes then
outstanding after giving effect to such Refinancing Indebtedness, (y) the Term Loans then
outstanding after giving effect to such Refinancing Indebtedness and (z) such Refinancing
Indebtedness shall not exceed the Aggregate Refinancing Indebtedness Amount plus an amount
equal to the aggregate costs, fees, accrued interest and call premiums incurred, on or after the
Second Amendment Effective Date, in connection with the Debt Repurchase or other
extinguishment of the Existing Subordinated Notes and/or Term Loans or in connection with the
incurrence of Refinancing Indebtedness, (3) the Refinancing Indebtedness shall be issued on terms
reasonably satisfactory to the Administrative Agent (such consent not to be unreasonably




7











 




withheld or delayed), (4) the maturity date of such Refinancing Indebtedness shall be at
least six (6) months after the Credit-Linked Maturity Date, (5) such Refinancing Indebtedness shall
not be subject to mandatory amortization payments, (6) the instruments governing such Refinancing
Indebtedness shall not contain financial maintenance covenants and (7) after giving effect to the
incurrence of such Refinancing Indebtedness, the Indebtedness of the Credit Parties and their
Subsidiaries shall not exceed $438,600,000 (i.e. the total Indebtedness of the Credit Parties and
their Subsidiaries as of November 30, 2009) plus an amount equal to the aggregate costs,
fees, accrued interest and call premiums incurred, on or after the Second Amendment Effective Date,
in connection with the Debt Repurchase or other extinguishment of the Existing Subordinated Notes
and/or Term Loans or in connection with the incurrence of Refinancing Indebtedness;




     1.22 Amendment to Section 6.4. Each of Section 6.4(a)(v) and 6.4(a)(ix) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



     (v) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party;
provided that prior to or simultaneously with any such dissolution, liquidation or winding
up, all assets of such Subsidiary (other than GDX Automotive SAS, Snappon SA or any other Foreign
Subsidiary that is not a Significant Subsidiary) are transferred to a Credit Party (other than a
Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or
creditors thereof;



     (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company
pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (as amended,
restated, supplemented or otherwise modified, the “Granite Agreement”);



     1.23 Amendment to Section 6.10. Section 6.10 of the Credit Agreement is hereby
amended by (1) amending and restating clause (c)(ii) in its entirety, (2) deleting clause (c)(iii)
in its entirety and (3) adding the following clause (f) to the end of such Section and, in each
case, making the appropriate punctuation and grammatical changes thereto, in each case, to read as
follows:



     (ii) so long as no Event of Default has occurred and is continuing and no Default or Event of
Default would result therefrom, the Borrower and its applicable Subsidiaries may refinance the
Existing Subordinated Notes, in whole or in part, on the terms set forth in Section 6.1(e)



***




     (f) so long as no Default has occurred and is continuing, both immediately before and after
giving effect to such Restricted Payment and the Credit Parties are in pro forma compliance with
each of the financial covenants set forth in Section 5.9, the Borrower and its applicable
Subsidiaries may (i) consummate the Rescission Offer with cash and/or Capital Stock;
provided that the cash and/or Cash Equivalents used to consummate the Rescission Offer
shall not exceed $15,000,000 in the aggregate, (ii) repurchase shares of the Borrower’s Capital
Stock (an “Equity Repurchase”) in an aggregate amount not to exceed $25,000,000 per
fiscal



8









 




year; provided that (A) at the time of any such Equity Repurchase, all or
substantially all (as determined by the Administrative Agent) of the 2.25% Convertible Notes shall
have been retired or refinanced, (B) there shall be no Revolving Loans outstanding during the
fifteen (15) days immediately preceding and during the fifteen (15) days immediately following the
date of such Equity Repurchase and (C) the Borrower shall have at least $25,000,000 of cash and
Cash Equivalents on its consolidated balance sheet after giving effect to such Equity Repurchase
and (iii) consummate a Debt Repurchase, using cash on hand (including, without limitation, net
proceeds from the offering of the 4.0625% Convertible Debentures or from an equity issuance) or via
the issuance or incurrence of Refinancing Indebtedness, of the 9.50% Senior Subordinated Notes, the
4.00% Convertible Notes, the 2.25% Convertible Notes and/or, so long as after giving effect to such
Debt Repurchase the Borrower has cash and Cash Equivalents on hand in an amount equal to or
exceeding the amount necessary to satisfy the 2.25% Convertible Notes in full, the 4.0625%
Convertible Debentures, in whole or in part; provided that (A) there shall be no Revolving
Loans outstanding during the fifteen (15) days immediately preceding and during the fifteen (15)
days immediately following the date of such Debt Repurchase and (B) the Borrower shall have at
least $25,000,000 of cash and Cash Equivalents on its consolidated balance sheet after giving
effect to such Debt Repurchase.




     1.24 Amendment to Section 6.12(b). Section 6.12(b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:



     (b) which the Borrower or any of its Subsidiaries intends to use for substantially the same
purpose as any other property which has been or is to be sold or transferred by the Borrower or any
of its Subsidiaries to any Person (other than the Borrower or any of its Subsidiaries) in
connection with such lease, except for such sale leasebacks in the amount of $20,000,000 in the
aggregate during the term of this Agreement.



     1.25 Amendment to Section 7.1(f). The last sentence of Section 7.1(f) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



     Notwithstanding the foregoing, (i) with respect to any Subsidiary that is not a Significant
Subsidiary, none of the events above shall constitute a Default or an Event of Default unless such
event shall not have been cured by the Borrower or applicable Subsidiary or waived by the Required
Lenders within sixty (60) days of such event occurring and (ii) with respect to GDX Automotive SAS
and Snappon SA, none of the events above shall constitute a Default or an Event of Default if it is
deemed by the Borrower to be in the best interest of the Borrower and it will not have a Material
Adverse Effect.



     1.26 Amendment to Section 7.1(g). Section 7.1(g) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:



     (g) Judgment Default. One or more judgments, orders, decrees or arbitration awards
shall be entered against the Credit Parties or any of their Subsidiaries involving in the aggregate
a liability (to the extent not paid when due or covered by insurance) of (i) with respect
to the Snappon Judgments, $10,000,000 or more, (ii) with respect to the GDX Automotive SAS



9









 




Judgments, $10,000,000 or more and (iii) with respect to all other judgments, orders, decrees or
arbitration awards, $5,000,000 or more, and all such judgments, orders, decrees or arbitration
awards identified in clauses (i), (ii) and (iii) above shall not have been paid and satisfied,
vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry
thereof.




SECTION 2

REVOLVING COMMITTED AMOUNT

AND

CREDIT-LINKED LOC COMMITTED AMOUNT




     Pursuant to Section 2.8(a) of the Credit Agreement, the Borrower hereby elects to permanently
reduce (a) the Revolving Committed Amount to $65,000,000 and (b) the Credit-Linked LOC Committed
Amount to $100,000,000. The Credit Parties and the Required Lenders hereby agree that, after
giving effect to this Amendment on the Second Amendment Effective Date (i) the Revolving Committed
Amount shall be reduced to $65,000,000 and (ii) the Credit-Linked LOC Committed Amount shall be
reduced to $100,000,000 and the amount of such reduction of the Credit-Linked LOC Committed Amount
shall be returned to the Credit-Linked Lenders on a pro rata basis by the Administrative Agent in
accordance with Section 2.6(f) of the Credit Agreement. With respect to the voluntary commitment
reduction made pursuant to this Section, the Required Lenders hereby waive the voluntary commitment
reduction notice required by Section 2.8(a). The Required Lenders hereby acknowledge and agree
that the Refinance Period will terminate as of the Second Amendment Effective Date.



SECTION 3

CONDITIONS TO EFFECTIVENESS




     3.1 Conditions to Effectiveness. This Amendment shall become effective as of the
Second Amendment Effective Date upon satisfaction of the following conditions (in each case, in
form and substance reasonably acceptable to the Administrative Agent):




     (a) Executed Amendment. Receipt by the Administrative Agent of a copy of this
Amendment duly executed by each of the Credit Parties and the Administrative Agent, on
behalf of the Required Lenders.




     (b) Executed Consents. Receipt by the Administrative Agent of executed
consents, in substantially the form of Exhibit A attached hereto (each a “Lender
Consent”), from the Required Lenders authorizing the Administrative Agent to enter into
this Amendment on their behalf. The delivery by the Administrative Agent of its signature
page to this Amendment shall constitute conclusive evidence that the Lender Consents from
the Required Lenders have been obtained.




     (c) Fees and Expenses.



10









 






     (i) The Administrative Agent shall have received from the Borrower, for the
account of each Lender that executes and delivers a Lender Consent to the
Administrative Agent by 5:00 p.m. (EDT) on or before March 17, 2010 (each such
Lender, a “Consenting Lender”, and collectively, the “Consenting
Lenders”), an amendment fee in an amount equal to twenty-five (25) basis points
on (A) the aggregate Revolving Commitments of such Consenting Lenders, (B) the
outstanding principal amount of the Term Loan held by such Consenting
Lenders and (C) the outstanding principal amount of such Consenting Lenders’
Credit-Linked Deposit.




     (ii) The Administrative Agent shall have received from the Borrower such other
fees and expenses that are payable by the Borrower in connection with the
consummation of the transactions contemplated hereby and Moore & Van Allen PLLC
shall have received from the Borrower payment of all documented outstanding fees and
expenses previously incurred and all documented fees and expenses incurred in
connection with this Amendment.




     (d) Due Diligence. The Administrative Agent shall have completed in form and
scope satisfactory thereto its legal due diligence on the Borrower and its Subsidiaries.




     (e) Legal Opinion. The Administrative Agent shall have received an opinion
from Olshan Grundman Frome Rosenzweig & Wolosky LLP, dated as of the Second Amendment
Effective Date and in form and substance acceptable to the Administrative Agent.




     (f) Miscellaneous. All other documents and legal matters in connection with
the transactions contemplated by this Amendment shall be reasonably satisfactory in form and
substance to the Administrative Agent and its counsel.



SECTION 4

MISCELLANEOUS




     4.1 Representations and Warranties. Each of the Credit Parties represents and
warrants as follows as of the Second Amendment Effective Date, after giving effect to this
Amendment:




     (a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.




     (b) This Amendment has been duly executed and delivered by such Person and constitutes
such Person’s valid and legally binding obligation, enforceable against such Person in
accordance with its terms, except as such enforceability may be subject to
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium



11









 






or similar laws affecting creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law or in
equity).




     (c) No consent, approval, authorization or order of, or filing, registration or
qualification with, any Governmental Authority or third party is required in connection with
the execution, delivery or performance by such Person of this Amendment, except for any
required filings with the Securities and Exchange Commission.




     (d) The representations and warranties set forth in Article III of the Credit Agreement
(as amended by this Amendment) are true and correct as of the date hereof (except for those
which expressly relate to an earlier date).




     (e) After giving effect to this Amendment, no event has occurred and is continuing
which constitutes a Default or an Event of Default.




     (f) The Security Documents continue to create a valid security interest in, and Lien
upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders,
which security interests and Liens are perfected in accordance with the terms of the
Security Documents and prior to all Liens other than Permitted Liens.




     (g) The Credit Party Obligations are not reduced or modified by this Amendment and are
not subject to any offsets, defenses or counterclaims.



     4.2 Instrument Pursuant to Credit Agreement. This Amendment is a Credit Document
executed pursuant to the Credit Agreement and shall be construed, administered and applied in
accordance with the terms and provisions of the Credit Agreement.



     4.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the
Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit
Agreement applicable to it and (b) that it is responsible for the observance and full performance
of its respective Credit Party Obligations.



     4.4 Survival. Except as expressly modified and amended in this Amendment, all of the
terms and provisions and conditions of each of the Credit Documents shall remain unchanged.



     4.5 Expenses. The Borrower agrees to pay all reasonable, documented costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of
this Amendment, including without limitation the reasonable expenses of the Administrative Agent’s
legal counsel.



     4.6 Further Assurances. The Credit Parties agree to promptly take such action, upon
the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.



12









 





     4.7 Entirety. This Amendment and the other Credit Documents embody the entire
agreement among the parties hereto and thereto and supersede all prior agreements and
understandings, oral or written, if any, relating to the subject matter hereof and thereof.



     4.8 Counterparts; Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of an executed counterpart to this
Amendment by telecopy or other electronic means shall be effective as an original and shall
constitute a representation that an original will be delivered upon the Administrative Agent’s
request.



     4.9 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby
acknowledges and confirms that it has no knowledge of any actions, causes of action, claims,
demands, damages and liabilities of whatever kind or nature, in law or in equity, against the
Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective
officers, employees, representatives, agents, counsel or directors arising from any action by such
Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date
hereof.



     4.10 Waiver of Jurisdiction; Service of Process; Waiver of Jury Trial. The
jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and
9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.



     4.11 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW).



     4.12 Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Credit Parties, the Administrative Agent, the Lenders and their respective
successors and assigns.



[Signature Pages Follow]





13











 




GENCORP INC.

SECOND AMENDMENT TO CREDIT AGREEMENT 

     The parties hereto have duly executed this Amendment as of the date first above written.




	 	 	 	 	 
	
BORROWER:	GENCORP INC.,

an Ohio corporation

 	 
	 	By:  	/s/ Kathleen E. Redd
 	 
	 	 	Name:  	Kathleen E. Redd 	 
	 	 	Title:  	Vice President, CFO and Secretary 	 
	 
	GUARANTORS:	
 AEROJET-GENERAL CORPORATION,

an Ohio corporation

 	 
	 	By:  	/s/ Kathleen E. Redd
 	 
	 	 	Name:  	Kathleen E. Redd 	 
	 	 	Title:  	Vice President, CFO and Secretary 	 
	 
	 	

AEROJET ORDNANCE TENNESSEE, INC.,

a Tennessee corporation

 	 
	 	By:  	/s/ Brian E. Sweeney
 	 
	 	 	Name:  	Brian E. Sweeney 	 
	 	 	Title:  	Vice President and Secretary 	 



 









 





GENCORP INC.

SECOND AMENDMENT TO CREDIT AGREEMENT 

	 	 	 	 	 



	 	 	 	 	 
	ADMINISTRATIVE
AGENT:	WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Lender and as Administrative Agent on behalf of

the Required Lenders

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



 









 






	 	 	 	 	 



EXHIBIT A




FORM OF

LENDER CONSENT



See Attached.



 









 





LENDER CONSENT





     This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as
of June 21, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit
Agreement”), by and among GENCORP INC., an Ohio corporation (the “Borrower”), the
subsidiaries of the Borrower from time to time party thereto (the “Guarantors”), the
lenders from time to time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit
Agreement unless otherwise defined herein.



     The undersigned hereby approves the Second Amendment to Credit Agreement by and among the
Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (the
“Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the
Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the
terms and conditions of the Amendment and the Credit Agreement.



     Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an
original.



     A duly authorized officer of the undersigned has executed this Lender Consent as of March ___,
2010.



	 	 	 	 	 
	 	
 	, 
	 	as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	
 	 	 
	 	 	Title:  	
 	 	 
	 
	 	*

 	 
	 	By:  	
 	 
	 	 	Name:  	
 	 	 
	 	 	Title:  	
 	 	 
	 





 




			
	*	 	Second signature block only required to be
signed if two signature blocks are required by such Lender.