Attached files
| file | filename |
|---|---|
| EX-10.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex101to8k07319_112242009.htm |
| EX-10.2 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex102to8k07319_112242009.htm |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 24,
2009
|
GenCorp
Inc.
|
||
|
(Exact
name of registrant as specified in its charter)
|
||
|
Ohio
|
1-01520
|
34-0244000
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
Highway
50 and Aerojet Road, Rancho Cordova,
California
|
95742
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: 916-355-4000
|
|
|
(Former
name or former address, if changed since last
report.)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
Third Supplemental
Indenture
On November 24, 2009, GenCorp Inc., an
Ohio corporation (the “Company”), Easton Development Company, LLC, a California
limited liability company (the “New Subsidiary Guarantor”), and The Bank of New
York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A. and successor to The Bank of New York), a national banking
association organized under the laws of the United States of America (the
“Trustee”), entered into a supplemental indenture (the “Third Supplemental
Indenture”) to amend the Indenture dated as of August 11, 2003, by and
among the Company, as issuer, the guarantors party thereto, and the Trustee, as
amended by the First Supplemental Indenture dated October 29, 2004 and the
Second Supplemental Indenture dated as of June 27, 2006, governing the
Company’s 9½% Senior Subordinated Notes due 2013 (as amended, the
“Indenture”). The Third Supplemental Indenture amended the Indenture
to add the New Subsidiary Guarantor as a guarantor party to the
Indenture.
Joinder
Agreement
On November 24, 2009, the Company, the
New Subsidiary Guarantor, and Wachovia Bank, National Association, in its
capacity as administrative agent (the “Administrative Agent”) under the Amended
and Restated Credit Agreement, dated as of June 21, 2007 (as amended, restated,
amended and restated or otherwise modified, the “Credit Agreement”), by and
among the Company, as borrower, the guarantors party thereto, the lenders from
time to time party thereto, and the Administrative Agent, entered into a joinder
agreement (the “Joinder Agreement”) to add the New Subsidiary Guarantor as a
guarantor party to the Credit Agreement.
The foregoing description of the Third
Supplemental Indenture and Joinder Agreement does not purport to be
complete and is qualified in its entirety by reference to the text of the
applicable agreements, each of which is included as an exhibit to this Current
Report on Form 8-K and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
|
Exhibit No.
|
Description
|
|
10.1
|
Third
Supplemental Indenture dated as of November 24, 2009, by and among GenCorp
Inc., Easton Development Company, LLC, and The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust Company,
N.A. and successor to The Bank of New York), to the Indenture dated as of
August 11, 2003, as amended, between GenCorp Inc. as Issuer, the
Guarantors party thereto as Guarantors, and The Bank of New York Mellon
Trust Company, N.A., as Trustee.
|
|
10.2
|
Joinder
Agreement dated as of November 24, 2009, by and among GenCorp Inc., Easton
Development Company, LLC, and Wachovia Bank, National Association, a
national banking association, as Administrative Agent in its capacity as
administrative agent under the Amended Credit Agreement dated as of
June 27, 2006, among GenCorp Inc., as the Borrower, each of those
Material Domestic Subsidiaries of the Borrower identified as a ‘Guarantor’
on the signature pages thereto and Wachovia Bank, National Association, a
national banking association, as Administrative
Agent.
|
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
|
GENCORP
INC.
|
|
|
By:
|
/s/
Kathleen E. Redd
|
|
Name:
|
Kathleen
E. Redd
|
|
Title:
|
Vice
President, Chief Financial Officer and
Secretary
|
Dated:
November 30, 2009
Exhibit
Index
|
Exhibit No.
|
Description
|
|
10.1
|
Third
Supplemental Indenture dated as of November 24, 2009, by and among GenCorp
Inc., Easton Development Company, LLC, and The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust Company,
N.A. and successor to The Bank of New York), to the Indenture dated as of
August 11, 2003, as amended, between GenCorp Inc. as Issuer, the
Guarantors party thereto as Guarantors, and The Bank of New York Mellon
Trust Company, N.A., as Trustee.
|
|
10.2
|
Joinder
Agreement dated as of November 24, 2009, by and among GenCorp Inc., Easton
Development Company, LLC, and Wachovia Bank, National Association, a
national banking association, as Administrative Agent in its capacity as
administrative agent under the Amended Credit Agreement dated as of
June 27, 2006, among GenCorp Inc., as the Borrower, each of those
Material Domestic Subsidiaries of the Borrower identified as a ‘Guarantor’
on the signature pages thereto and Wachovia Bank, National Association, a
national banking association, as Administrative
Agent.
|