Exhibit 10.1
AMENDMENT NO. 6 TO AMENDED AND RESTATED
CREDIT AGREEMENT
This AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment No. 6"), dated as of November 3, 2004 is made among GENCORP INC., an
Ohio corporation ("Borrower"), DEUTSCHE BANK TRUST COMPANY AMERICAS, for itself,
as a Lender and as Administrative Agent for the Lenders ("Administrative
Agent"), and the other Lenders signatory to the hereinafter defined Credit
Agreement.
RECITALS
A. The Administrative Agent, the Lenders and the Borrower are party to
that certain Amended and Restated Credit Agreement dated as of
December 28, 2000 and amended and restated as of October 2, 2002 (as
amended by that certain Amendment No. 1 to Amended and Restated
Credit Agreement and Limited Waiver and Consent dated as of July 29,
2003 ("Amendment No. 1"), that certain Amendment No. 2 to Amended
and Restated Credit Agreement dated as of August 25, 2003
("Amendment No. 2"), that certain Amendment No. 3 to Amended and
Restated Credit Agreement and Limited Waiver dated as of December
31, 2003 ("Amendment No. 3"), that certain Amendment No. 4 to
Amended and Restated Credit Agreement, Consent and Waiver dated as
of August 30, 2004 ("Amendment No. 4"), and that certain Amendment
No. 5 to Amended and Restated Credit Agreement dated as of October
13, 2004 ("Amendment No. 5") (collectively with Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No.
5, and as further amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement").
B. On and subject to the terms and conditions hereof, the
Administrative Agent, the Lenders and the Borrower wish to amend or
waive certain provisions of the Credit Agreement as set forth
herein, all subject to the express terms and conditions specified in
this Amendment No. 6.
C. This Amendment No. 6 shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment No. 6;
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:
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1. Amendments to Credit Agreement. On the Amendment Effective Date (as
hereinafter defined), the Credit Agreement is hereby amended as follows:
(a) Section 8.1 of the Credit Agreement shall be amended by
inserting the following new paragraph immediately after the last paragraph
thereof as follows:
"Notwithstanding any provision in the Credit Agreement to the contrary,
including, without limitation, Section 8.1 thereof, the Required Lenders
hereby consent to the recording by Granite Construction Company or Aerojet
of (i) that certain "Declaration of Restrictions" (as defined in the
Agreement Granting Right to Mine Aggregates between Aerojet and Granite
Construction Company), and (ii) one or more "Deed Restrictions" (as
defined in the Agreement Granting Right to Mine Aggregates between Aerojet
and Granite Construction Company), which Declaration of Restrictions and
Deed Restrictions shall be recorded against portions of the Mortgaged
California Real Estate."
2. 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. 6 and the transactions
contemplated hereby (i) no Unmatured Event of Default or Event of Default
shall have occurred or be continuing and (ii) the representations and
warranties of the Borrower contained in the Loan Documents shall each be
true and correct in all material respects at and as of the date hereof to
the same extent as though made on and as of such date, except to the
extent such representations and warranties expressly relate to an earlier
date in which event such representation and warranties shall be true and
correct as of such specified date.
(b) The execution, delivery and performance, as the case may be, by
the Borrower of this Amendment No. 6 and the other Loan Documents and
transactions contemplated hereby are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action
(including, without limitation, all necessary shareholder approvals) of
the Borrower, shall have received all necessary governmental approvals,
and do not and will not contravene or conflict with any provision of law
applicable to the Borrower, the certificate or articles of incorporation
or bylaws of the Borrower, or any order, judgment or decree of any court
or other agency of government or any contractual obligation binding upon
the Borrower.
(c) Each of this Amendment No. 6, the Credit Agreement and any other
Loan Document is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its respective terms,
except to the extent enforceability is limited by bankruptcy, insolvency
or similar laws affecting the rights of creditors generally or by
application of general principles of equity.
3. Conditions. This Amendment No. 6 shall become effective on the date
first written above in the preamble to this Amendment No. 6 (the "Amendment
Effective Date"); provided, that the Administrative Agent shall have received:
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(a) counterparts of this Amendment No. 6 duly executed by the
Borrower, the Subsidiary Guarantors, the Administrative Agent and the
percentage of Lenders required by the Credit Agreement; and
(b) from the Borrower all fees and expenses of legal counsel due and
payable pursuant to Section 12.4 of the Credit Agreement (to the extent
then invoiced).
4. 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. 6 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.
5. Successors and Assigns. This Amendment No. 6 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. 6 are for the purpose of defining
the relative rights and obligations of the Borrower, the Administrative Agent
and the Lenders with respect to the transactions contemplated hereby and there
shall be no third party beneficiaries of any of the terms and provisions of this
Amendment No. 6.
6. Entire Agreement. This Amendment No. 6, the Credit Agreement (as
amended hereby) and the other Loan Documents constitute the entire agreement of
the parties with respect to the subject matter hereof.
7. 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. 6.
8. Amendment; Waiver. The parties hereto agree and acknowledge that
nothing contained in this Amendment No. 6 in any manner or respect limits or
terminates any of the provisions of the Credit Agreement or any of the other
Loan Documents other than as amended as expressly set forth herein and further
agree and acknowledge that the Credit Agreement (as amended hereby) and each of
the other Loan Documents remain and continue in full force and effect and are
hereby ratified and confirmed. The execution, delivery and effectiveness of this
Amendment No. 6 shall not operate as a waiver of any rights, power or remedy of
the Lenders or the Administrative Agent under the Credit Agreement or any other
Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any other Loan Document. No delay on the part of any Lender or the
Administrative Agent in exercising any of their respective rights, remedies,
powers and privileges under the Credit Agreement or any of the Loan Documents or
partial or single exercise thereof, shall constitute a waiver thereof. On and
after
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the Amendment Effective Date, each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference to the Credit Agreement in the Loan Documents and all other documents
delivered in connection with the Credit Agreement shall mean and be a reference
to the Credit Agreement, as amended hereby.
9. Captions. Section captions used in this Amendment No. 6 are for
convenience only, and shall not affect the construction of this Amendment No. 6.
10. Severability. Whenever possible each provision of this Amendment No. 6
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment No. 6 shall be prohibited
by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment No. 6.
11. Counterparts. This Amendment No. 6 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. 6 by telecopy
shall be effective as delivery of a manually executed counterpart of this
Amendment No. 6.
[signature pages immediately follows]
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IN WITNESS WHEREOF, this Amendment No. 6 has been duly executed as of the
date first written above.
GENCORP INC.
By: /s/ Terry L. Hall
------------------------------
Name: Terry L. Hall
Title: Chairman, President and
Chief Executive Officer
Signature Page to Amendment No. 6
AEROJET-GENERAL CORPORATION,
as Subsidiary Guarantor
By: /s/ Yasmin R. Seyal
------------------------
Name: Yasmin R. Seyal
Title: Treasurer
Signature Page to Amendment No. 6
AEROJET ORDNANCE TENNESSEE, INC.,
as Subsidiary Guarantor
By: /s/ Nabara Kazimi
------------------------------
Name: Nabara Kazimi
Title: Assistant Treasurer
Signature Page to Amendment No. 6
GENCORP PROPERTY INC.,
as Subsidiary Guarantor
By: /s/ Terry L. Hall
--------------------
Name: Terry L. Hall
Title: President
Signature Page to Amendment No. 6
GDX LLC, as Subsidiary Guarantor
By: /s/ Terry L. Hall
----------------------------
Name: Terry L. Hall
Title: President
Signature Page to Amendment No. 6
AEROJET FINE CHEMICALS LLC,
as Subsidiary Guarantor
By: /s/ Yasmin R. Seyal
-----------------------
Name: Yasmin R. Seyal
Title: Treasurer
Signature Page to Amendment No. 6
AEROJET INVESTMENTS LTD.,
as Subsidiary Guarantor
By: /s/ Frank V. Fogarty
------------------------------
Name: Frank V. Fogarty
Title: Vice President Chief
Financial Officer and
Treasurer
Signature Page to Amendment No. 6
RKO GENERAL, INC.,
as Subsidiary Guarantor
By: /s/ Terry L. Hall
--------------------
Name: Terry L. Hall
Title: President
Signature Page to Amendment No. 6
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Lender, Administrative
Agent and Facing Agent
By: /s/ Marguerite Sutton
-------------------------------
Name: Marguerite Sutton
Title: Vice President
Signature Page to Amendment No. 6
BANK ONE, NA,
as Lender
By: /s/ Stephen C. Price
-------------------------
Name: Stephen C. Price
Title: Managing Director
Signature Page to Amendment No. 6
ABN AMRO BANK N.V.
as Lender
By: /s/ Terrence J. Ward
----------------------------
Name: Terrence J. Ward
Title: Senior Vice President
By: /s/ Peter J. Hallan
----------------------------
Name: Peter J. Hallan
Title: Vice President
Signature Page to Amendment No. 6
THE BANK OF NEW YORK
as Lender
By: /s/ Elizabeth T. Ying
---------------------------
Name: Elizabeth T. Ying
Title: Vice President
Signature Page to Amendment No. 6
THE BANK OF NOVA SCOTIA,
as Lender
By: /s/ Mark Sparrow
--------------------
Name: Mark Sparrow
Title: Director
Signature Page to Amendment No. 6
NATIONAL CITY BANK,
as Lender
By: /s/ Kenneth M. Blackwell
--------------------------
Name: Kenneth M. Blackwell
Title: Vice President
Signature Page to Amendment No. 6
WELLS FARGO BANK, N.A.,
as Lender
By: /s/ Gregory J. Mellor
-----------------------
Name: Gregory J. Mellor
Title: Vice President
Signature Page to Amendment No. 6
Wachovia Bank NA
By: /s/ Robert G. McGill, Jr.
---------------------------
Name: Robert G. McGill, Jr.
Title: Director
Signature Page to Amendment No. 6
ING CAPITAL LLC,
as Lender
By: /s/ David Scott Orner
-----------------------
Name: David Scott Orner
Title: Vice President
Signature Page to Amendment No. 6
AMMC CDO II, LIMITED,
as Lender
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Chester M. Eng
--------------------------------
Name: Chester M. Eng
Title: Senior Vice President
Signature Page to Amendment No. 6
C-SQUARED CDO LTD.
By: TRW Advisors, Inc., as its
Portfolio Manager
By: /s/ Richard F. Kurth
----------------------------
Name: Richard F. Kurth
Title: Senior Vice President
Signature Page to Amendment No. 6
CELEBRITY CLO LIMITED
By: TCW Advisors, Inc.,
As Agent
By: /s/ Richard F. Kurth
----------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /s/ Jonathan R. Insull
----------------------------
Name: Jonathan R. Insull
Title: Managing Director
Signature Page to Amendment No. 6
KZH CRESCENT-2 LLC,
as Lender
By: /s/ Joyce Fraser-Bryant
-----------------------
Name: Joyce Fraser-Bryant
Title: Authorized Agent
Signature Page to Amendment No. 6
KZH CRESCENT-3 LLC,
as Lender
By: /s/ Joyce Fraser-Bryant
-----------------------
Name: Joyce Fraser-Bryant
Title: Authorized Agent
Signature Page to Amendment No. 6
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ Richard F. Kurth
----------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /s/ Jonathan R. Insull
----------------------------
Name: Jonathan R. Insull
Title: Managing Director
Signature Page to Amendment No. 6
FIRST 2004-I CLO, LTD.
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ Richard F. Kurth
----------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /s/ Jonathan R. Insull
----------------------------
Name: Jonathan R. Insull
Title: Managing Director
Signature Page to Amendment No. 6
VELOCITY CLO, LTD.
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ Richard F. Kurth
----------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /s/ Jonathan R. Insull
----------------------------
Name: Jonathan R. Insull
Title: Managing Director
Signature Page to Amendment No. 6
FIRST 2004-II CLO, LTD.
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ Richard F. Kurth
-----------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /s/ Jonathan R. Insull
-----------------------------
Name: Jonathan R. Insull
Title: Managing Director
Signature Page to Amendment No. 6