AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN UNITED TECHNOLOGIES CORPORATION AND GENCORP INC. Dated as of June 12, 2013Stock and Asset Purchase Agreement • June 14th, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT, dated as of June 12, 2013 (this “Agreement”), is made by and between United Technologies Corporation, a Delaware corporation (the “Seller”), and GenCorp Inc., an Ohio corporation (the “Buyer”). Capitalized terms used herein have the meanings set forth in Section 12, unless otherwise defined herein.
PURCHASE AGREEMENT JOINDERPurchase Agreement • June 14th, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
WHEREAS, GenCorp Inc., an Ohio corporation (the “Issuer”), Aerojet-General Corporation, an Ohio corporation (the “Existing Guarantor”) and the Initial Purchasers named therein (the “Initial Purchasers”) heretofore executed and delivered a Purchase Agreement, dated January 18, 2013 (the “Purchase Agreement”), providing for the issuance and sale of the Securities pursuant to the Purchase Agreement; and
ContractJoinder Agreement • June 14th, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of June 14, 2013, is by and among Pratt & Whitney Rocketdyne, Inc., a Delaware corporation (“Rocketdyne”), Arde, Inc., a New Jersey corporation (“Arde”), Arde-Barinco, Inc., a New Jersey corporation (“Arde-Barinco” and, together with Rocketdyne and Arde, collectively the “Subsidiary Guarantors”), GenCorp Inc., an Ohio corporation (the “Borrower”) and Wells Fargo Bank, National Association, in its capacity as administrative agent under that certain Second Amended and Restated Credit Agreement (the “Administrative Agent”), dated as of November 18, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Material Domestic Subsidiaries of the Borrower from time to time party thereto (the “Guarantors”), the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meanings p
GENCORP INC., THE SUBSIDIARY GUARANTORS AND AS TRUSTEE AND COLLATERAL AGENT First Supplemental Indenture Dated as of June 14, 2013 To Indenture Dated as of January 28, 2013First Supplemental Indenture • June 14th, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of June 14, 2013, among GenCorp Inc. (the “Issuer”), Pratt & Whitney Rocketdyne, Inc., Arde, Inc. and Arde-Barinco, Inc., each a direct or indirect subsidiary of the Issuer (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), and U.S. Bank National Association, as trustee (the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 14th, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of June 14, 2013 is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent pursuant to the First Lien Credit Agreement (as hereinafter defined) for the lenders who are party from time to time thereto and the holders of the other Credit Party Obligations (as defined in the First Lien Credit Agreement) thereunder (in such capacity, together with its successors and assigns in such capacity, the “First Lien Agent”), and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined) for the Notes Trustee and Noteholders (each as hereinafter defined) (in such capacity, together with its successors and assigns in such capacity, the “Second Lien Agent”) and is accepted and agreed to by the Notes Trustee.
SECOND LIEN SECURITY AGREEMENTSecurity Agreement • June 14th, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
THIS SECOND LIEN SECURITY AGREEMENT (this “Security Agreement”), is entered into as of June 14, 2013, among GENCORP INC., an Ohio corporation (the “Issuer”), the Material Domestic Subsidiaries (as defined herein) of the Issuer from time to time party hereto (individually a “Guarantor” and collectively the “Guarantors”; the Guarantors, together with the Issuer, individually an “Obligor” and collectively the “Obligors”) and U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Agent pursuant to the Indenture referred to below (in such capacity, the “Collateral Agent”).
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT June 14, 2013Registration Rights Agreement • June 14th, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
Reference is hereby made to the Registration Rights Agreement, dated as of January 28, 2013 (the “Registration Rights Agreement”), by and among GENCORP INC., AEROJET-GENERAL CORPORATION, MORGAN STANLEY & CO. LLC, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC and SUNTRUST ROBINSON HUMPHREY, INC. Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
