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Exhibit 4.1
Execution Copy
AMENDMENT NO. 2
TO CREDIT AGREEMENT, AMENDMENT NO. 2
TO POST CLOSING AGREEMENT, AMENDMENT NO. 1
TO COLLATERAL AGREEMENTS AND LIMITED WAIVER
This AMENDMENT NO. 2 TO CREDIT AGREEMENT, AMENDMENT NO. 2 TO POST
CLOSING AGREEMENT, AMENDMENT NO. 1 TO COLLATERAL AGREEMENTS AND LIMITED WAIVER
(this "AMENDMENT NO. 2"), dated as of August 31, 2001 (the "EFFECTIVE DATE") is
made among GENCORP INC., an Ohio corporation ("BORROWER"), 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 Credit Agreement dated as of December 28, 2000 (as amended by that
certain Amendment No. 1 to Credit Agreement and Amendment No. 1 to Post Closing
Agreement dated as of January 26, 2001 ("AMENDMENT NO. 1") 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 certain
provisions of the Credit Agreement.
C. Pursuant to that certain Post Closing Agreement dated December 28,
2000 among the Borrower and the Administrative Agent (as amended by Amendment
No. 1 and as further amended, restated, supplemented or otherwise modified from
time to time, the "POST CLOSING AGREEMENT"), the Borrower has agreed to take or
cause to be taken on its behalf certain actions with respect to Collateral to be
provided to the Administrative Agent on behalf of the Secured Creditors.
D. The Borrower has requested that the Lenders provide additional time
for the Borrower to take such actions under the Post Closing Agreement by
amending, and on a limited basis waiving, certain provisions of the Post Closing
Agreement as set forth herein.
E. 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 Post Closing Agreement.
F. The Administrative Agent and the Borrower are party to that certain
Borrower Security Agreement dated as of December 28, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "BORROWER SECURITY
AGREEMENT"), the Administrative Agent and the Borrower are party to that certain
Borrower Pledge Agreement dated as of December 28, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "BORROWER PLEDGE
AGREEMENT"), the Administrative Agent and certain Subsidiaries of the Borrower
(the "ASSIGNORS") are party to that certain Subsidiary Security Agreement dated
as of December 28, 2000 (as amended, restated, supplemented or otherwise
modified from time to
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time, the "SUBSIDIARY SECURITY AGREEMENT") and the Administrative Agent and
certain Subsidiaries of the Borrower (the "PLEDGORS") are party to that certain
Subsidiary Pledge Agreement dated as of December 28, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "SUBSIDIARY PLEDGE
AGREEMENT").
G. On and subject to the terms and conditions hereof, to reflect
changes in the Uniform Commercial Code applicable thereto, the Administrative
Agent (with the consent of the Required Lenders) and the Borrower wish to amend
certain provisions of the Borrower Security Agreement and the Borrower Pledge
Agreement, the Administrative Agent (with the consent of the Required Lenders)
and the Assignors wish to amend certain provisions of the Subsidiary Security
Agreement and the Administrative Agent (with the consent of the Required
Lenders) and the Pledgors wish to amend certain provisions of the Subsidiary
Pledge Agreement.
H. This Amendment No. 2 shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment; 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 10 hereof, the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is amended by deleting
the definitions of "Scheduled Term A Repayments", "Scheduled Term B
Repayments", "Subordination Agreement" and "Subsidiary Guarantor" in
their entirety and by inserting the following definitions of "Scheduled
Term A Repayments", "Scheduled Term B Repayments", and "Subsidiary
Guarantor" in lieu thereof in the appropriate alphabetical order:
"SCHEDULED TERM A REPAYMENTS" means, with respect to
the principal payments on the Term A Loans for each date set
forth below, the Dollar amount set forth opposite thereto, as
reduced from time to time pursuant to SECTIONS 4.3 AND 4.4:
---------------------------------------- ---------------------
Term A Loan Scheduled Repayment Date Repayment
Amount
---------------------------------------- ---------------------
March 28, 2001 $3,750,000.00
---------------------------------------- ---------------------
June 28, 2001 $3,750,000.00
---------------------------------------- ---------------------
September 28, 2001 $2,373,903.51
---------------------------------------- ---------------------
December 28, 2001 $2,373,903.51
---------------------------------------- ---------------------
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---------------------------- ---------------------------------
Term A Loan Scheduled Repayment
Repayment Date Amount
---------------------------- ---------------------------------
March 28, 2002 $4,747,807.02
---------------------------- ---------------------------------
June 28, 2002 $4,747,807.02
---------------------------- ---------------------------------
September 28, 2002 $4,747,807.02
---------------------------- ---------------------------------
December 28, 2002 $4,747,807.02
---------------------------- ---------------------------------
March 28, 2003 $4,747,807.02
---------------------------- ---------------------------------
June 28, 2003 $4,747,807.02
---------------------------- ---------------------------------
September 28, 2003 $4,747,807.02
---------------------------- ---------------------------------
December 28, 2003 $4,747,807.02
---------------------------- ---------------------------------
March 28, 2004 $4,747,807.02
---------------------------- ---------------------------------
June 28, 2004 $4,747,807.02
---------------------------- ---------------------------------
September 28, 2004 $4,747,807.02
---------------------------- ---------------------------------
December 28, 2004 $4,747,807.02
---------------------------- ---------------------------------
March 28, 2005 $7,121,710.52
---------------------------- ---------------------------------
June 28, 2005 $7,121,710.52
---------------------------- ---------------------------------
September 28, 2005 $7,121,710.52
---------------------------- ---------------------------------
December 28, 2005 $7,121,710.49
---------------------------- ---------------------------------
"SCHEDULED TERM B REPAYMENTS" means, with respect to the
principal payments on the Term B Loans for each date set forth below,
the Dollar amount set forth opposite thereto, as reduced from time to
time pursuant to SECTIONS 4.3 AND 4.4:
---------------------------- ---------------------------------
Term B Loan Scheduled Repayment
Repayment Date Amount
---------------------------- ---------------------------------
March 28, 2001 $500,000.00
---------------------------- ---------------------------------
June 28, 2001 $500,000.00
---------------------------- ---------------------------------
September 28, 2001 $664,886.93
---------------------------- ---------------------------------
December 28, 2001 $664,886.93
---------------------------- ---------------------------------
March 28, 2002 $664,886.93
---------------------------- ---------------------------------
June 28, 2002 $664,886.93
---------------------------- ---------------------------------
September 28, 2002 $664,886.93
---------------------------- ---------------------------------
December 28, 2002 $664,886.93
---------------------------- ---------------------------------
March 28, 2003 $664,886.93
---------------------------- ---------------------------------
June 28, 2003 $664,886.93
---------------------------- ---------------------------------
September 28, 2003 $664,886.93
---------------------------- ---------------------------------
December 28, 2003 $664,886.93
---------------------------- ---------------------------------
March 28, 2004 $664,886.93
---------------------------- ---------------------------------
June 28, 2004 $664,886.93
---------------------------- ---------------------------------
September 28, 2004 $664,886.93
---------------------------- ---------------------------------
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---------------------------- ---------------------------------
December 28, 2004 $664,886.93
---------------------------- ---------------------------------
March 28, 2005 $664,886.93
---------------------------- ---------------------------------
June 28, 2005 $664,886.93
---------------------------- ---------------------------------
September 28, 2005 $664,886.93
---------------------------- ---------------------------------
December 28, 2005 $664,886.93
---------------------------- ---------------------------------
March 28, 2006 $664,886.93
---------------------------- ---------------------------------
June 28, 2006 $664,886.93
---------------------------- ---------------------------------
September 28, 2006 $664,886.93
---------------------------- ---------------------------------
December 28, 2006 $250,662,000.03
---------------------------- ---------------------------------
""SUBSIDIARY GUARANTOR" means each Material Domestic
Subsidiary of the Borrower, any Domestic Subsidiary of the Borrower
which is a party to the Subsidiary Guaranty and any Subsidiary of the
Borrower that becomes a party to the Subsidiary Guaranty or delivers a
guaranty pursuant to SECTION 7.12 or 7.14."
(b) Section 7.1 of the Credit Agreement is amended by inserting the
following new subsection (d) immediately after subsection (c) therein:
"(d) INTERIM FINANCIAL STATEMENTS. Within thirty (30) days
after the end of the Fiscal Year of the Borrower ended as of November
30, 2001, unaudited financial statements consisting of a consolidated
and consolidating balance sheet and statement of stockholders' equity
of the Borrower and its Subsidiaries as at the end of such Fiscal Year
and a consolidated and consolidating statement of income of the
Borrower and its Subsidiaries for such Fiscal Year, all in reasonable
detail and certified on behalf of the Borrower by a Responsible Officer
of the Borrower as having been prepared, to the best knowledge of such
Responsible Officer, in accordance with generally accepted accounting
principles consistently applied (other than for normal year-end
adjustments and, unless then required by the Borrower's reporting
obligations to the Securities and Exchange Commission or by generally
accepted accounting principles, footnote disclosure); PROVIDED,
HOWEVER, if as of November 30, 2001, the EIS Business Sale has
occurred, this SECTION 7.1(d) shall not apply to the Borrower."
(c) Subsection (b) of Section 7.2 of the Credit Agreement is deleted in
its entirety and the following is substituted in lieu thereof:
"(b) OFFICER'S CERTIFICATES. Concurrently with the delivery of
the financial statements referred to in SECTIONS 7.1(a), 7.1(b) and
7.1(d) (if such statements are required to be delivered by the terms of
said SECTION 7.1(d)), a certificate of a Responsible Financial Officer
substantially in the form of EXHIBIT 7.2(b) stating that, to the best
of such officer's knowledge, (i) such financial statements present
fairly, in accordance with GAAP, the financial condition and results of
operations of the Borrower and its Subsidiaries for the period referred
to therein (subject, in the case of interim statements, to normal
recurring adjustments), (ii) no Event of Default or Unmatured Event of
Default has occurred, except as specified in such certificate and, if
so specified, the action
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which the Borrower proposes to take with respect thereto, which
certificate shall set forth detailed computations to the extent
necessary to establish the Borrower's compliance with the covenants set
forth in ARTICLE IX of this Agreement and (iii) setting forth the then
current outstanding amount of each Intercompany Loan;"
(d) The last sentence of Section 8.1 of the Credit Agreement is deleted
in its entirety and the following is substituted in lieu thereof:
"Notwithstanding the foregoing clauses (a) through (g) of this
SECTION 8.1, the Borrower agrees that it will not, nor will it permit
any of its Subsidiaries to pledge, encumber or otherwise suffer to
exist thereon any Lien (other than Customary Permitted Liens), on (w)
any real property owned by the Borrower or any of its Subsidiaries
which is located in the State of California or the State of Nevada, (x)
the Borrower's membership interest in AFC or the Borrower's rights as
lender under the AFC Credit Agreement, (y) the Borrower's interest in
the capital stock of Next Pharma or (z) (A) the Borrower's interest in
the capital stock of GDX Automotive (Pribor) s.r.o. and of LNR Capital
s.r.o. or (B) any real or personal property of either GDX Automotive
(Pribor) s.r.o. or LNR Capital s.r.o."
(e) Subsections (g) and (h) of Section 8.2 of the Credit Agreement are
deleted in their entirety and the following are substituted in lieu thereof:
"(g) unsecured Indebtedness of the Borrower and its
Subsidiaries to the Borrower or any of its Subsidiaries; PROVIDED,
however, that (x) in the case of such intercompany Indebtedness
consisting of a loan or advance by a Credit Party, each such loan or
advance made on or after the Closing Date shall be evidenced by an
Intercompany Note payable to the Credit Party, in form and substance
satisfactory to Administrative Agent, which Intercompany Notes shall be
delivered and pledged to the Collateral Agent as part of the
Collateral, and (y) in the case of such intercompany Indebtedness
consisting of a loan or advance to a Subsidiary of the Borrower which
is not a Credit Party, each such loan or advance, together with all
other outstanding Indebtedness permitted by this clause (g)(y), PLUS
the amount of all outstanding Indebtedness referred to in clause (h)(y)
below that is incurred by Subsidiaries that are not Credit Parties,
shall not exceed in the aggregate at any time $60,000,000 (without
giving effect to Indebtedness issued as consideration in, or to provide
all or any portion of the funds utilized to consummate the Draftex
Acquisition);
(h) Indebtedness incurred by a Foreign Subsidiary to the
Borrower or any of its Subsidiaries; PROVIDED, HOWEVER, that (x) in the
case of such Indebtedness consisting of a loan or advance by a Credit
Party, each such loan or advance made on or after the Closing Date
shall be evidenced by an Intercompany Note payable to the Credit Party,
in form and substance satisfactory to Administrative Agent, which
Intercompany Notes shall be delivered and pledged to the Collateral
Agent as part of the Collateral and (y) in the case of such
Indebtedness consisting of a loan or advance to a Foreign Subsidiary of
the
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Borrower which is not a Credit Party, each such loan or advance,
together with all other outstanding Indebtedness permitted by this
clause (h)(y), PLUS the amount of all outstanding Indebtedness referred
to in clause (g)(y) above that is incurred by Foreign Subsidiaries that
are not Credit Parties, shall not exceed in the aggregate at any time
$60,000,000 (without giving effect to Indebtedness issued as
consideration in, or to provide all or any portion of the funds
utilized to consummate the Draftex Acquisition);"
(f) Subsection (k) of Section 8.2 of the Credit Agreement is amended by
deleting the word "and" immediately before the phrase "(y) to support
obligations of Subsidiaries" in the first sentence and inserting the word "or"
in lieu thereof.
(g) Subsection (n) of Section 8.2 of the Credit Agreement is amended by
deleting the phrase "; and" and inserting in lieu thereof ";".
(h) Subsection (o) of Section 8.2 of the Credit Agreement is amended by
(i) deleting the phrase "; and" immediately before the phrase "(4) GenCorp's and
AFC's obligations under the Indemnity Agreement" and inserting ";" in lieu
thereof, and (ii) inserting the following immediately after clause (4) therein:
"and (5) GenCorp's obligation to make advances to AFC in
accordance with the AFC Credit Facility and AFC's obligation to repay
such advances; and"
(i) Section 8.2 of the Credit Agreement is amended by inserting the
following new subsection (p) immediately after subsection (o) therein:
"(p) Indebtedness of the Borrower consisting of unsecured
Guarantee Obligations in favor of the United States Environmental
Protection Agency which are incurred on behalf of Aerojet in connection
with the EIS Business Sale or in connection with future carve-outs of
restricted real property; PROVIDED, that such Guarantee Obligations
permitted under this clause (p) shall not at any time exceed
$100,000,000."
(j) Subsection (g) of Section 8.7 of the Credit Agreement is deleted in
its entirety and the following is substituted in lieu thereof:
"(g) the Borrower may make intercompany loans and advances (x)
to any of its Wholly-Owned Subsidiaries, any Subsidiary of the Borrower
may make intercompany loans and advances to the Borrower, and any
Subsidiary of the Borrower may make intercompany loans and advances to
any other Wholly-Owned Subsidiary of the Borrower (collectively,
"INTERCOMPANY LOANS"), in accordance with and to the extent permitted
by SECTION 8.2(g) and (h) and (y) to AFC in accordance with the terms
and conditions of the AFC Credit Facility;"
(k) Section 9.3 of the Credit Agreement is deleted in its entirety and
the following is substituted in lieu thereof:
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"Section 9.3 INTEREST COVERAGE RATIO.
The Borrower will not permit the Interest Coverage
Ratio for any Test Period ending on the last day of each
Fiscal Quarter set forth below to be less than the ratio set
forth opposite such date:
FISCAL QUARTER RATIO
--------------- -----
February 28, 2001 3.50 to 1.00
May 31, 2001 3.50 to 1.00
August 31, 2001 2.75 to 1.00
November 30, 2001 3.50 to 1.00
February 28, 2002 3.75 to 1.00
May 31, 2002 3.75 to 1.00
August 31, 2002 3.75 to 1.00
November 30, 2002 and thereafter 4.00 to 1.00"
(l) Section 9.4 of the Credit Agreement is amended by deleting
the ratio "3.25 to 1.00" directly across from the Fiscal Quarter ended
August 31, 2001 and by inserting the ratio "4.25 to 1.00" in lieu
thereof.
2. REALLOCATION OF CERTAIN COMMITMENTS AND LOANS. In order to provide
financial flexibility and additional liquidity to the Borrower prior to the
completion of the EIS Business Sale, the Borrower hereby requests approval by
the Lenders of the following actions:
(a) that the Term B Commitment be increased by an aggregate
principal amount of $65,625,000.03 (the "TERM B COMMITMENT INCREASE
AMOUNT"), subject to the terms and conditions of this Amendment No. 2,
such that the aggregate principal amount of the Term B Commitment shall
equal $264,625,000.03 as of the date of this Amendment No. 2; and Bank
One, NA, BT and ABN Amro Bank, B.V. each hereby agree to advance,
severally, the entire amount of the Term B Commitment Increase Amount
on the terms and conditions set forth in this Amendment No. 2, namely
that: (i) $6,666,666.67 principal amount of Revolving Loans outstanding
as of the date hereof and owing to BT and $6,666,666.67 principal
amount of Revolving Loans outstanding as of the date hereof and owing
to Bank One, NA, shall be reallocated from the Revolving Facility to
the Term B Facility in satisfaction (together with the reallocation
described in (ii) below) of the funding of the Term B Commitment
Increase Amount, PROVIDED, that such reallocation of Loans from the
Revolving Facility shall not cause a reduction in the Revolving
Commitments of either BT or Bank One, NA (other than in accordance with
(b) below); and (ii) $20,083,333.35 principal amount of Term A Loans
outstanding as of the date hereof and owing to BT, $20,083,333.35
principal amount of Term A Loans outstanding as of the date hereof and
owing to Bank One, NA, and $12,124,999.99 principal amount of Term A
Loans outstanding as of the date hereof and owing to ABN Amro Bank,
B.V., shall be reallocated from the Term A Facility to the Term B
Facility in satisfaction (together with the reallocation described in
(i) above) of the funding of the
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Term B Commitment Increase Amount, thereby reducing the aggregate
principal amount of the Term A Facility to $90,208,333.31 as of the
date of this Amendment No. 2;
(b) that, on or prior to the earlier of 5:00 p.m. (New York
City time) (a) on October 15, 2001 or (b) on the date of closing of the
EIS Business Sale, the Borrower shall cause the Revolving Commitment to
be permanently reduced, in part, in the aggregate principal amount of
$13,333,333.34, and shall cause any Revolving Loans relating thereto to
be paid in full, PROVIDED, that such reduction of Revolving Commitment
and repayment of Revolving Loans, if any, shall be applied solely to
the Revolving Commitments and/or related Revolving Loans, as the case
may be, of BT and Bank One, NA, on a pro rata basis, and shall not
apply to the Revolving Commitments or Revolving Loans of any other
Revolving Lender;
(c) that, upon the effectiveness of this Amendment No. 2, (i)
SCHEDULE 1.1(a) to the Credit Agreement shall be deemed modified to
reflect the revised Term A Commitment and the revised Term B Commitment
and (ii) in all necessary respects, the Credit Agreement, including,
without limitation, Sections 4.1, 4.3, 4.4(k) and 4.5 of the Credit
Agreement, shall be deemed amended without further action by any Lender
to reflect such revised Term A Commitment and revised Term B Commitment
and the terms of this Section 2 of this Amendment No. 2; and
(d) Bank One, NA, BT and ABN Amro Bank, B.V. each hereby agree
to waive any compensation which they are otherwise entitled to pursuant
to Section 3.5 of the Credit Agreement for funding losses resulting
from the reallocation of Loans described in the preceding clauses.
3. AMENDMENTS TO POST CLOSING AGREEMENT. Subject to the conditions set
forth in Section 10 hereof, the Post Closing Agreement is hereby amended as
follows:
(a) Paragraph 2 (including the subsections therein) of the
Post Closing Agreement is deleted in its entirety and the words
"Intentionally Omitted" are substituted in lieu thereof.
(b) Paragraph 3 (including the subsections therein) of the
Post Closing Agreement is deleted in its entirety and the words
"Intentionally Omitted" are substituted in lieu thereof.
(c) Subparagraph (a) of Paragraph 4 of the Post Closing
Agreement is amended by deleting the phrase "GDX LLC" where it appears
and by inserting the phrase "HENNIGES Elastomer-und Kunststofftechnik
GmbH & Co. KG" in lieu thereof.
(d) Paragraph 8 of the Post Closing Agreement is amended by
deleting the first line thereof and clauses (a), (b) and (c) in their
entirety and by inserting the phrase "Intentionally Omitted" in lieu
thereof.
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(e) Subparagraph (b) of Paragraph 9 of the Post Closing
Agreement is deleted in its entirety and the following is substituted
in lieu thereof:
"(b) execute documentation, make filings and
otherwise take such actions and deliver such documents as the
Administrative Agent may require to cause the Borrower to
grant a lien and security interest to the Collateral Agent for
the benefit of the Lenders in 65% of the stock of GDX
Automotive SAS and to perfect such security interest, all
under the laws of France;"
(f) Paragraph 10 (including the subsections therein) of the
Post Closing Agreement is deleted in its entirety and the words
"Intentionally Omitted" are substituted in lieu thereof.
(g) Subparagraph (a) of Paragraph 11 of the Post Closing
Agreement is deleted in its entirety and the following is substituted
in lieu thereof:
"(a) execute documentation, make filings and
otherwise take such actions and deliver such documents as the
Administrative Agent may require to cause Penn International
Inc. to grant a lien and security interest to the Collateral
Agent for the benefit of the Lenders in 65% of the stock of
GenCorp GmbH and to perfect such security interest, all under
the laws of Germany;"
(h) (i) Subparagraph (c) of Paragraph 11 of the Post Closing
Agreement is amended by deleting the phrase "; and" and by inserting
"." in lieu thereof, and (ii) subparagraph (d) of Paragraph 11 of the
Post Closing Agreement is deleted in its entirety.
(i) Subparagraph (a) of Paragraph 12 of the Post Closing
Agreement is amended by deleting the phrase "Berger, Missouri" where it
appears in clause (ii) and by inserting the phrase "New Haven,
Missouri" in lieu thereof.
4. AMENDMENTS TO BORROWER SECURITY AGREEMENT. Subject to the conditions
set forth in Section 10 hereof, the Borrower Security Agreement is amended as
follows:
(a) Article I of the Borrower Security Agreement is amended by
deleting the definition of "Investment Property" in its entirety and
inserting in lieu thereof the following:
""INVESTMENT PROPERTY" shall have the meaning
ascribed thereto in Section 9-102 of the New York UCC and
shall include, without limitation (i) all securities, whether
certificated or uncertificated, including, without limitation,
stocks, bonds, interests in limited liability companies,
partnership interests, treasury securities, certificates of
deposit, and mutual fund shares; (ii) all securities
entitlements of the Borrower, including without limitation,
the rights of the Borrower to any securities account and the
financial assets held by a securities intermediary in such
securities account and any free credit balance or other money
owing by any securities intermediary with respect to that
account; (iii) all
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securities accounts held by the Borrower; (iv) all commodity
contracts held by the Borrower; and (v) all commodity accounts
held by the Borrower."
(b) Article I of the Borrower Security Agreement is amended by
inserting the following definitions in the appropriate alphabetical
order:
"DEPOSIT ACCOUNTS" shall have the meaning provided in
the New York UCC.
"LETTER-OF-CREDIT RIGHTS" shall have the meaning
provided in the New York UCC".
"SOFTWARE" shall have the meaning provided in the New
York UCC.
"SUPPORTING OBLIGATIONS" shall have the meaning
provided in the New York UCC.
(c) Subsection (a) of Section 2.1 of the Borrower Security
Agreement is deleted in its entirety and the following is substituted
in lieu thereof:
"(a) As security for the prompt and complete payment
and performance when due of all of the Obligations, the
Borrower does hereby collaterally assign and transfer unto the
Collateral Agent, for the benefit of the Secured Creditors,
and does hereby pledge and grant to the Collateral Agent for
the benefit of the Secured Creditors, a continuing security
interest of first priority (subject to Liens evidenced by
Permitted Filings and other Permitted Liens) in, all of the
right, title and interest of the Borrower in, to and under all
of the personal property of the Borrower, wherever located,
whether now existing or hereafter from time to time acquired,
including the following: (i) each and every Receivable, (ii)
all Contracts, together with all Contract Rights, (iii) all
Inventory, (iv) all Equipment, (v) all Marks, together with
the registrations and right to all renewals thereof, and the
goodwill of the business of the Borrower symbolized by the
Marks, (vi) all Patents and Copyrights, and all reissues,
renewals or extensions thereof, (vii) all Software of the
Borrower and all intellectual property rights therein and all
other proprietary information of the Borrower, including, but
not limited to, Trade Secrets, (viii) all other Goods, General
Intangibles, Chattel Paper, Documents, Investment Property and
Instruments, (ix) all Supporting Obligations and
Letter-of-Credit Rights, (x) all cash, accounts, deposits,
Deposit Accounts, securities and insurance policies now or at
any time hereafter in the possession or under control of the
Borrower or its respective bailees and any interest thereon,
(xi) all other personal property of the Borrower, whether now
owned or hereafter acquired, (xii) all documents of title
evidencing or issued with respect to any of the foregoing, and
(xiii) all Proceeds and products of any and all of the
foregoing (including, without limitation, all insurance and
claims for insurance effected or held for the benefit of the
Borrower in respect thereof) (all of the above, collectively,
the "COLLATERAL")."
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(d) Section 3.7 of the Borrower Security Agreement is deleted
in its entirety and the following is substituted in lieu thereof:
"3.7. TRADE NAMES; CHANGE OF NAME. The Borrower has
not operated nor does operate in any jurisdiction under, or in
the preceding 12 months has had nor has operated in any
jurisdiction under, any trade names, fictitious names or other
names (including, without limitation, any names of divisions
or operations) except its legal name (which is as set forth in
the preamble of this Agreement) and such other trade,
fictitious or other names as are listed on ANNEX D hereto. The
Borrower shall not change its legal name nor assume or operate
in any jurisdiction under any trade, fictitious or other name
in any manner which might make any financing statement or
continuation statement filed in connection therewith seriously
misleading within the meaning of Section 9-506 of the UCC
unless and until (i) it shall have given to the Collateral
Agent not less than 30 days' prior written notice of its
intention so to do, clearly describing such new name and the
jurisdictions in which such new name shall be used and
providing such other information in connection therewith as
the Collateral Agent may reasonably request, (ii) with respect
to such new name, it shall have taken all action to maintain
the security interest of the Collateral Agent in the
Collateral intended to be granted hereby at all times fully
perfected and in full force and effect, (iii) at the request
of the Collateral Agent, it shall have furnished an opinion of
counsel reasonably acceptable to the Collateral Agent to the
effect that all financing or continuation statements and
amendments or supplements thereto have been filed in the
appropriate filing office or offices, and (iv) upon its
reasonable request, the Collateral Agent shall have received
evidence that all other actions (including, without
limitation, the payment of all filing fees and taxes, if any,
payable in connection with such filings) have been taken, in
order to perfect (and maintain the perfection and priority of)
the security interest granted hereby."
(e) Article III of the Borrower Security Agreement is amended
by inserting the following immediately after Section 3.7 therein:
"3.8. STATE OF INCORPORATION. The state of
incorporation of the Borrower is Ohio. The Borrower shall not
change the state in which it is incorporated. The Borrower
shall preserve its corporate existence and not, in one
transaction or a series of related transactions, merge into or
consolidate with any other entity, or sell all or
substantially all of its assets."
(f) Article IV of the Borrower Security Agreement is amended
by (i) inserting the words "OTHER COLLATERAL" to the title of said
Article immediately after the words "RIGHTS; INSTRUMENTS;" and (ii)
inserting the following immediately after Section 4.6 therein:
"4.7. OTHER COLLATERAL. If the Borrower owns or
acquires any Deposit Accounts, Investment Property,
Letter-of-Credit Rights or electronic chattel paper
constituting Collateral, the Borrower will within 15 days
notify the Collateral
11
12
Agent thereof, and upon request by the Collateral Agent will
cooperate with the Collateral Agent in obtaining control with
respect to such Collateral. The Borrower will not create any
Chattel Paper without placing a legend on the Chattel Paper
acceptable to the Collateral Agent indicating that the
Collateral Agent has a security interest in the Chattel
Paper."
(g) Section 7.4 of the Borrower Security Agreement is deleted
in its entirety and the following is substituted in lieu thereof:
"7.4. FINANCING STATEMENTS. The Borrower authorizes
the Collateral Agent to file such financing statements, in
form acceptable to the Collateral Agent, as the Collateral
Agent may from time to time request or as are necessary or
desirable in the opinion of the Collateral Agent to establish
and maintain a valid, enforceable, first priority perfected
security interest (subject only to Permitted Liens) in the
Collateral as provided herein and the other rights and
security contemplated hereby all in accordance with the UCC or
other relevant law as enacted from time to time in any
relevant jurisdiction. The Borrower will pay any applicable
filing fees, recordation taxes and related expenses relating
to its Collateral."
5. AMENDMENTS TO SUBSIDIARY SECURITY AGREEMENT. Subject to the
conditions set forth in Section 10 hereof, the Subsidiary Security Agreement is
hereby amended as follows:
(a) Article I of the Subsidiary Security Agreement is amended
by deleting the definition of "Investment Property" in its entirety and
substituting in lieu thereof the following:
""INVESTMENT PROPERTY" shall have the meaning
ascribed thereto in Section 9-102 of the New York UCC and
shall include, without limitation (i) all securities, whether
certificated or uncertificated, including, without limitation,
stocks, bonds, interests in limited liability companies,
partnership interests, treasury securities, certificates of
deposit, and mutual fund shares; (ii) all securities
entitlements of any Assignor, including without limitation,
the rights of any Assignor to any securities account and the
financial assets held by a securities intermediary in such
securities account and any free credit balance or other money
owing by any securities intermediary with respect to that
account; (iii) all securities accounts held by any Assignor;
(iv) all commodity contracts held by any Assignor; and (v) all
commodity accounts held by any Assignor."
(b) Article I of the Subsidiary Security Agreement is amended
by inserting the following definitions in the appropriate alphabetical
order:
""DEPOSIT ACCOUNTS" shall have the meaning provided
in the New York UCC.
"LETTER-OF-CREDIT RIGHTS" shall have the meaning
provided in the New York UCC.
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13
"SOFTWARE" shall have the meaning provided in the New
York UCC.
"SUPPORTING OBLIGATIONS" shall have the meaning
provided in the New York UCC."
(c) Subsection (a) of Section 2.1 of the Subsidiary Security
Agreement is deleted in its entirety and the following is substituted
in lieu thereof:
"(a) As security for the prompt and complete payment
and performance when due of all of the Obligations, each
Assignor does hereby collaterally assign and transfer unto the
Collateral Agent, for the benefit of the Secured Creditors,
and does hereby pledge and grant to the Collateral Agent for
the benefit of the Secured Creditors, a continuing security
interest of first priority (subject to Liens evidenced by
Permitted Filings and other Permitted Liens) in, all of the
right, title and interest of such Assignor in, to and under
all of the personal property of such Assignor, wherever
located, whether now existing or hereafter from time to time
acquired, including the following: (i) each and every
Receivable, (ii) all Contracts, together with all Contract
Rights, (iii) all Inventory, (iv) all Equipment, (v) all
Marks, together with the registrations and right to all
renewals thereof, and the goodwill of the business of such
Assignor symbolized by the Marks, (vi) all Patents and
Copyrights, and all reissues, renewals or extensions thereof,
(vii) all Software of the Borrower and all intellectual
property rights therein and all other proprietary information
of such Assignor, including, but not limited to, Trade
Secrets, (viii) all other Goods, General Intangibles, Chattel
Paper, Documents, Investment Property and Instruments, (ix)
all Supporting Obligations and Letter-of-Credit Rights, (x)
all cash, accounts, deposits, Deposit Accounts, securities and
insurance policies now or at any time hereafter in the
possession or under control of such Assignor or its respective
bailees and any interest thereon, (xi) all other personal
property of such Assignor, whether now owned or hereafter
acquired, (xii) all documents of title evidencing or issued
with respect to any of the foregoing, and (xiii) all Proceeds
and products of any and all of the foregoing (including,
without limitation, all insurance and claims for insurance
effected or held for the benefit of such Assignor in respect
thereof) (all of the above, collectively, the "COLLATERAL").
(d) Section 3.7 of the Subsidiary Security Agreement is
deleted in its entirety and the following is substituted in lieu
thereof:
"3.7. TRADE NAMES; CHANGE OF NAME. Each Assignor has
not operated nor does operate in any jurisdiction under, or in
the preceding 12 months has had nor has operated in any
jurisdiction under, any trade names, fictitious names or other
names (including, without limitation, any names of divisions
or operations) except its legal name (which is as set forth in
ANNEX B to this Agreement) and such other trade, fictitious or
other names as are listed on ANNEX D hereto. Each Assignor
shall not change its legal name nor assume or operate in any
jurisdiction under any trade, fictitious or other name in any
manner which might make any financing statement or
continuation statement filed in connection therewith
13
14
seriously misleading within the meaning of Section 9-506 of
the UCC unless and until (i) it shall have given to the
Collateral Agent not less than 30 days' prior written notice
of its intention so to do, clearly describing such new name
and the jurisdictions in which such new name shall be used and
providing such other information in connection therewith as
the Collateral Agent may reasonably request, (ii) with respect
to such new name, it shall have taken all action to maintain
the security interest of the Collateral Agent in the
Collateral intended to be granted hereby at all times fully
perfected and in full force and effect, (iii) at the request
of the Collateral Agent, it shall have furnished an opinion of
counsel reasonably acceptable to the Collateral Agent to the
effect that all financing or continuation statements and
amendments or supplements thereto have been filed in the
appropriate filing office or offices, and (iv) upon its
reasonable request, the Collateral Agent shall have received
evidence that all other actions (including, without
limitation, the payment of all filing fees and taxes, if any,
payable in connection with such filings) have been taken, in
order to perfect (and maintain the perfection and priority of)
the security interest granted hereby."
(e) Article III of the Subsidiary Security Agreement is
amended by inserting the following immediately after Section 3.7
therein:
"3.8. STATE OF INCORPORATION. The state of
incorporation of each Assignor is set forth on ANNEX B hereto.
Each Assignor shall not change the state in which it is
incorporated. Each Assignor shall preserve its corporate
existence and not, in one transaction or a series of related
transactions, merge into or consolidate with any other entity,
or sell all or substantially all of its assets."
(f) Article IV of the Subsidiary Security Agreement is amended
by (i) inserting the words "OTHER COLLATERAL" to the title of said
Article immediately after the words "RIGHTS; INSTRUMENTS;" and (ii)
inserting the following immediately after Section 4.6 therein:
"4.7. OTHER COLLATERAL. If any Assignor owns or
acquires any Deposit Accounts, Investment Property,
Letter-of-Credit Rights or electronic chattel paper
constituting Collateral, such Assignor will within 15 days
notify the Collateral Agent thereof, and upon request by the
Collateral Agent will cooperate with the Collateral Agent in
obtaining control with respect to such Collateral. Each
Assignor will not create any Chattel Paper without placing a
legend on the Chattel Paper acceptable to the Collateral Agent
indicating that the Collateral Agent has a security interest
in the Chattel Paper."
(g) Section 7.4 of the Subsidiary Security Agreement is
deleted in its entirety and the following is substituted in lieu
thereof:
"7.4. FINANCING STATEMENTS. Each Assignor authorizes
the Collateral Agent to file such financing statements, in
form acceptable to the Collateral Agent, as the Collateral
Agent may from time to time request or as are necessary
14
15
or desirable in the opinion of the Collateral Agent to
establish and maintain a valid, enforceable, first priority
perfected security interest (subject only to Permitted Liens)
in the Collateral as provided herein and the other rights and
security contemplated hereby all in accordance with the UCC or
other relevant law as enacted from time to time in any
relevant jurisdiction. Each Assignor will pay any applicable
filing fees, recordation taxes and related expenses relating
to its Collateral."
(h) ANNEX B of the Subsidiary Security Agreement is deleted in
its entirety and ANNEX B attached to this Amendment No. 2 is
substituted in lieu thereof.
6. AMENDMENTS TO BORROWER PLEDGE AGREEMENT. Subject to the conditions
set forth in Section 10 hereof, the Borrower Pledge Agreement is hereby amended
as follows:
(a) Section 2.2 of Borrower Pledge Agreement is amended by
inserting the word "Pledged" immediately preceding the word "Notes" in
the first sentence thereof.
(b) Section 2.3 of Borrower Pledge Agreement is deleted in its
entirety and the following is substituted in lieu thereof:
"2.3. UNCERTIFICATED SECURITIES. Notwithstanding
anything to the contrary contained in SECTIONS 2.1 and 2.2
hereof, if any Securities (whether now owned or hereafter
acquired) are uncertificated securities, the Pledgor shall
promptly notify the Pledgee thereof, and shall promptly take
all actions required to perfect the security interest of the
Pledgee under applicable law (including cooperating with the
Collateral Agent in obtaining control with respect to such
Securities). The Pledgor further agrees to take such actions
as the Pledgee deems reasonably necessary or desirable to
effect the foregoing and to permit the Pledgee to exercise any
of its rights and remedies hereunder, and agrees to provide an
opinion of counsel reasonably satisfactory to the Pledgee with
respect to any such pledge of uncertificated Securities
promptly upon request of the Pledgee."
7. AMENDMENTS TO SUBSIDIARY PLEDGE AGREEMENT. Subject to the conditions
set forth in Section 10 hereof, the Subsidiary Pledge Agreement is hereby
amended as follows:
(a) Section 2.2 of Subsidiary Pledge Agreement is amended by
inserting the word "Pledged" immediately preceding the word "Notes" in
the first sentence thereof.
(b) Section 2.3 of Subsidiary Pledge Agreement is deleted in
its entirety and the following is substituted in lieu thereof:
"2.3. UNCERTIFICATED SECURITIES. Notwithstanding
anything to the contrary contained in SECTIONS 2.1 and 2.2
hereof, if any Securities (whether now owned or hereafter
acquired) are uncertificated securities, the respective
Pledgor shall promptly notify the Pledgee thereof, and shall
promptly take all actions required to perfect the security
interest of the Pledgee under applicable law
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16
(including cooperating with the Collateral Agent in obtaining
control with respect to such Securities). Each Pledgor further
agrees to take such actions as the Pledgee deems reasonably
necessary or desirable to effect the foregoing and to permit
the Pledgee to exercise any of its rights and remedies
hereunder, and agrees to provide an opinion of counsel
reasonably satisfactory to the Pledgee with respect to any
such pledge of uncertificated Securities promptly upon request
of the Pledgee."
8. LIMITED WAIVER. The Lenders hereby waive (a) for the period
commencing April 1, 2001 and ending on September 15, 2001, any Event of Default
or Unmatured Event of Default arising solely as a result of the Borrower's
failure to meet, in the time frames provided therein, the requirements of
Paragraphs 4, 9 and 12 of the Post Closing Agreement (as amended by Amendment
No. 1) and (b) for the period commencing May 31, 2001 and ending on October 31,
2001, any Event of Default or Unmatured Event of Default arising solely as a
result of the Borrower's failure to meet, in the time frame provided therein,
the requirements of Section 7.11 of the Credit Agreement (as amended by
Amendment No. 1). Upon expiration of the waiver set forth in clause (a) of the
preceding sentence without compliance by the Borrower with the requirements
specified therein, such waiver shall be automatically revoked and the
requirements of the Post Closing Agreement (as amended by Amendment No. 1)
waived thereby shall again be in full force with retroactive effect to the dates
specified in the Post Closing Agreement (as amended by Amendment No. 1). Upon
expiration of the waiver set forth in clause (b) of the second preceding
sentence without compliance by the Borrower with the requirements specified
therein, such waiver shall be automatically revoked and the requirements of the
Credit Agreement (as amended by Amendment No. 1) waived thereby shall again be
in full force with retroactive effect to the date specified in the Credit
Agreement (as amended by Amendment No. 1). In each case, following such
expiration and noncompliance as described in the respective preceding sentences,
the Administrative Agent and the Lenders shall have all rights and remedies
under the Post Closing Agreement, the Credit Agreement and any other Loan
Document or otherwise that the Administrative Agent and the Lenders would have
had if any such waiver had never been granted.
9. 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. 2 (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. 2 and the other 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
16
17
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. 2, the Credit Agreement, the
Post Closing 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.
10. CONDITIONS. This Amendment No. 2 shall become effective as of the
date first above written; PROVIDED, that the Administrative Agent shall have
received:
(a) counterparts of this Amendment No. 2 duly executed by the
Borrower, the Subsidiary Guarantors, the Assignors (solely with respect
to Section 5 above), the Pledgors (solely with respect to Section 7
above), 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).
11. 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. 2 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.
12. AMENDMENT FEE. The Borrower hereby agrees to pay, without setoff,
deduction or counterclaim, a non-refundable amendment fee for the account of
each Lender, other than the Agents or ABN Amro Bank, N.V., that has executed and
delivered (including delivery of way of telecopy) a copy of this Amendment No. 2
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 noon, New
York City time, on Friday, August 31, 2001, in an amount equal to 0.10% of such
Lender's Commitment. The aggregate amount of such amendment fee shall be paid at
or prior to noon, New York City time, on Tuesday, September 4, 2001 to the
Administrative Agent for the PRO RATA account of the Lenders entitled to receive
such amendment fee.
13. SUCCESSORS AND ASSIGNS. This Amendment No. 2 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. 2 are for the purpose of defining
the
17
18
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. 2.
14. ENTIRE AGREEMENT. This Amendment No. 2, the Credit Agreement (as
amended hereby), the Post Closing Agreement (as amended hereby) and the other
Loan Documents (as amended hereby, if applicable) constitute the entire
agreement of the parties with respect to the subject matter hereof.
15. 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. 2.
16. AMENDMENT; WAIVER. The parties hereto agree and acknowledge that
nothing contained in this Amendment No. 2 in any manner or respect limits or
terminates any of the provisions of the Credit Agreement, the Post Closing
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), the Post Closing Agreement (as amended hereby) and each of the
other Loan Documents (as amended hereby, if applicable) 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. 2 shall not operate as a waiver of any rights, power or
remedy of the Lenders or the Administrative Agent under the Credit Agreement,
the Post Closing Agreement or any other Loan Document, nor constitute a waiver
of any provision of the Credit Agreement, the Post Closing 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, the Post Closing 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
or the Post Closing Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import, and each reference to the Credit Agreement,
the Post Closing 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, the Post Closing Agreement, the Borrower Security
Agreement, the Subsidiary Security Agreement, the Borrower Pledge Agreement or
the Subsidiary Pledge Agreement, as applicable, as amended hereby.
17. CAPTIONS. Section captions used in this Amendment No. 2 are for
convenience only, and shall not affect the construction of this Amendment No. 2.
18. SEVERABILITY. Whenever possible each provision of this Amendment
No. 2 shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment No. 2 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.
18
19
19. COUNTERPARTS. This Amendment No. 2 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. 2 by telecopy
shall be effective as delivery of a manually executed counterpart of this
Amendment No. 2.
[signature pages follow]
19
20
IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of
the date first written above.
GENCORP INC.
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
21
AEROJET-GENERAL CORPORATION, as
Subsidiary Guarantor, Assignor and Pledgor
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
22
AEROJET ORDNANCE TENNESSEE, INC., as
Subsidiary Guarantor, Assignor and Pledgor
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
23
GENCORP PROPERTY INC., as Subsidiary
Guarantor, Assignor and Pledgor
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
24
PENN INTERNATIONAL INC., as Subsidiary
Guarantor, Assignor and Pledgor
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
25
GDX LLC, as Subsidiary Guarantor, Assignor
and Pledgor
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
26
GDX AUTOMOTIVE INC.,
as Subsidiary Guarantor, Assignor and
Pledgor
By:____________________________________
YASMIN R. SEYAL
Treasurer
Signature Page to Amendment No. 2
27
BANKERS TRUST COMPANY,
as Lender, Administrative Agent and
Collateral Agent
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
28
BANK ONE, NA,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
29
ABN AMRO Bank N.V.,
as Lender
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
30
THE BANK OF NEW YORK,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
31
BANK OF NOVA SCOTIA,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
32
NATIONAL CITY BANK,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
33
THE NORTHERN TRUST COMPANY,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
34
WELLS FARGO BANK, N.A.,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
35
CONTINENTAL ASSURANCE COMPANY,
as Lender
By: TCW Asset Management Company,
as Attorney-in-Fact
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
36
KATONAH II, LTD ,
as Lender
By: Katonah Capital LLC, as Manager
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
37
KZH CRESCENT LLC,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
38
KZH CRESCENT-2 LLC,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
39
KZH CRESCENT-3 LLC,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
40
SEQUILS I, LTD.,
as Lender
By: TCW Advisers, Inc.
as its Collateral Manager
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
41
SEQUILS IV, LTD.,
as Lender
By: TCW Advisers, Inc.
as its Collateral Manager
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
42
TCW LEVERAGED INCOME TRUST IV, L.P.,
as Lender
By: TCW (LINC IV), L.L.C.,
as General Partner
By: TCW Asset Management Company,
as managing member of the General Partner
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
43
TORONTO DOMINION (NEW YORK), INC.,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
44
UNITED OF OMAHA LIFE INSURANCE COMPANY,
as Lender
By: TCW Asset Management Company,
its Investment Advisor
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
45
CAPTIVA II FINANCE LTD.,
as Lender
By: TCW Advisers, Inc.
as its Collateral Manager
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
46
FIRST UNION NATIONAL BANK,
as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
47
CIGNA COLLATERALIZED HOLDINGS 1999-1 CDO,
LIMITED, as Lender
By:____________________________________
Name:
Title:
Signature Page to Amendment No. 2
48
ANNEX B
to
SUBSIDIARY SECURITY AGREEMENT
--------------------------------------------------------------------------------
SCHEDULE OF CHIEF EXECUTIVE OFFICES, OTHER
RECORD LOCATIONS AND STATES OF INCORPORATION/ORGANIZATION
----------------------------------------------------------------------------------------------------------------------
I. AEROJET-GENERAL CORPORATION:
(a) Chief Executive Office: P.O. Box 13222
Sacramento, California 95813
(b) Other records locations: None
(c) State of Incorporation/Organization: Ohio
------------- ------------------------------------------------- ------------------------------------------------------
II. AEROJET ORDNANCE TENNESSEE, INC.:
(a) Chief Executive Office: P.O. Box 537012
Sacramento, California 95853-7012
(b) Other records locations: 1367 Old State Road 34
Jonesborough, Tennessee 37659
(c) State of Incorporation/Organization: Tennessee
------------- ------------------------------------------------- ------------------------------------------------------
III. GENCORP PROPERTY INC.:
(a) Chief Executive Office: P.O. Box 537012
Sacramento, California 95853-7012
(b) Other records locations: None.
(c) State of Incorporation/Organization: California
------------- ------------------------------------------------- ------------------------------------------------------
IV. GDX LLC.:
(a) Chief Executive Office: 1209 Orange Street
New Castle County
Wilmington, Delaware 19801
(b) Other records locations: GenCorp Inc.
P.O. Box 537012
Sacramento, California 95853-7012
(c) State of Incorporation/Organization: Delaware
------------- ------------------------------------------------- ------------------------------------------------------
49
------------- ------------------------------------------------- ------------------------------------------------------
V. PENN INTERNATIONAL, INC.:
(a) Chief Executive Office: P.O. Box 537012
Sacramento, California 95853-7012
(b) Other records locations: None.
(c) State of Incorporation/Organization: Ohio
------------- ------------------------------------------------- ------------------------------------------------------
VI. GDX AUTOMOTIVE INC.:
(a) Chief Executive Office: 2121 Heilig Road
Salisbury, North Carolina 28146
(b) Other records locations: P.O. Box 537012
Sacramento, California 95853-7012
(c) State of Incorporation/Organization: Delaware
------------- ------------------------------------------------- ------------------------------------------------------