8-K

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.

EX-10.1

Exhibit 10.1

THIRD SUPPLEMENTAL INDENTURE, dated as of November 24, 2009 (the “Third Supplemental Indenture”), by and among GENCORP INC., an Ohio corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”), 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, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer, the Guarantors, and the Trustee have heretofore executed and delivered an Indenture, dated as of August 11, 2003, as amended by the First Supplemental Indenture dated as of October 29, 2004 and Second Supplemental Indenture dated as of June 27, 2006 (as amended, the “Indenture”), pursuant to which the Issuer issued $150,000,000 principal amount of its 9½% Senior Subordinated Notes due 2013 (the “Notes”);

WHEREAS, pursuant to Section 4.18 of the Indenture, each Domestic Subsidiary that is a Material Domestic Subsidiary shall, not later than the date it becomes a Material Domestic Subsidiary, execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture on the terms set forth in the Indenture;

WHEREAS, on the date hereof, the Board of Directors of the Issuer has designated the New Subsidiary Guarantor to be a Material Domestic Subsidiary under the Indenture;

WHEREAS, pursuant to Section 9.1(f) of the Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder to add a Guarantor that will unconditionally guarantee the Notes; and

WHEREAS, the execution and delivery of this Third Supplemental Indenture by the Issuer has been authorized by resolutions of the Board of Directors of the Issuer, the execution and delivery of this Third Supplemental Indenture by the Guarantors has been authorized by the board of directors, manager or members of each Guarantor, the execution and delivery of this Third Supplemental Indenture by the New Subsidiary Guarantor has been authorized by the board of managers of the New Subsidiary Guarantor, and all acts, conditions and requirements necessary to make this Third Supplemental Indenture a valid and binding agreement in accordance with its terms and for the purposes herein set forth have been done and taken, and the execution and delivery of this Third Supplemental Indenture have been in all respects duly authorized.

NOW, THEREFORE, in consideration of the above premises, each party hereto agrees, for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes, as follows:

Section 1.      Definitions.

For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the terms used herein shall have the respective meanings assigned to them in the Indenture.

Section 2.      Guarantee.

The New Subsidiary Guarantor hereby agrees, jointly and severally with all other Guarantors, to unconditionally guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture.

Section 3.      Concerning the Trustee.

The Trustee accepts the trusts of the Indenture, as supplemented by this Third Supplemental Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the Indenture, as supplemented by this Third Supplemental Indenture, to which the parties hereto and the Holders from time to time of the Notes agree and, except as expressly set forth in the Indenture, as supplemented by this Third Supplemental Indenture, shall incur no liability or responsibility in respect thereof. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Issuer. The Trustee makes no representation and shall have no responsibility as to the validity or sufficiency of this Third Supplemental Indenture.

Section 4.      Miscellaneous.

(a)      Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.   This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

(b)      All agreements of the Issuer in this Third Supplemental Indenture shall bind the Issuer’s successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors.

(c)      THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

(d)      If and to the extent that any provision of this Third Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Third Supplemental Indenture or in the Indenture by the Trust Indenture Act, the required provision shall control.

(e)      The titles and headings of the sections of this Third Supplemental Indenture have been inserted for convenience of reference only, and are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

(f)      This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall represent one and the same agreement.

(g)      In case any provision of this Third Supplemental Indenture shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby.

[Signature page on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed, as of the date first written above.

ISSUER: GENCORP INC.
By:	/s/ Kathleen E. Redd
	Name:	Kathleen E. Redd
	Title:	Vice President, Chief Financial Officer and Secretary

GUARANTORS: AEROJET-GENERAL CORPORATION
By:	/s/ Kathleen E. Redd
	Name:	Kathleen E. Redd
	Title:	Vice President and Chief Financial Officer

AEROJET ORDNANCE TENNESSEE, INC.
By:	/s/ Diane L. Wallace
	Name:	Diane L. Wallace
	Title:	Vice President

AEROJET INVESTMENTS LTD.
By:	/s/ Diane L. Wallace
	Name:	Diane L. Wallace
	Title:	President

RKO GENERAL, INC.
By:	/s/ Kathleen E. Redd
	Name:	Kathleen E. Redd
	Title:	Treasurer

NEW SUBSIDIARY GUARANTOR: EASTON DEVELOPMENT COMPANY, LLC
By:	/s/ Kathleen E. Redd
	Name:	Kathleen E. Redd
	Title:	Chief Financial Officer and Secretary

TRUSTEE: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ John (Alex) Briffett
	Name:	John (Alex) Briffett
	Title:	Senior Associate

EX-10.2

Exhibit 10.2

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of November 24, 2009, is by and among Easton Development Company, LLC, a California limited liability company (the “Subsidiary Guarantor”), GenCorp Inc., an Ohio corporation (the “Borrower”) and Wachovia Bank, National Association, in its capacity as administrative agent under that certain Amended and Restated Credit Agreement (the “Administrative Agent”), dated as of June 21, 2007 (as amended, restated, amended and restated 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 provided in the Credit Agreement.

The Subsidiary Guarantor is an Additional Credit Party, and, consequently, the Credit Parties are required by Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder.

Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:

1.            The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement.  The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including without limitation (a) all of the representations and warranties set forth in Article III of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement.  Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Credit Party Obligations in accordance with Article X of the Credit Agreement.

2.           The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement.  The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement.

3.           The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Pledge Agreement, and shall have all the rights and obligations of a “Pledgor” thereunder as if it had executed the Pledge Agreement.  The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all the terms, provisions and conditions contained in the Pledge Agreement.

4.           The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Security Document and the schedules and exhibits thereto.  The information on the schedules to the Credit Agreement and the Security Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Security Documents) to reflect the information shown on the attached Schedule A.

5.           The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect.  The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Credit Party Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Credit Document.

6.           Each of the Borrowerand the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement.

7.           This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

8.           This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of laws that would call for the application of the laws of any other jurisdiction.  The terms of Sections 9.13, 9.14, and 9.16 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

9.           This Agreement may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature.

IN WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

SUBSIDIARY GUARANTOR:	EASTON DEVELOPMENT COMPANY, LLC
	By:	/s/ David C. Hatch
	Name:  David C. Hatch
	Title: Chief Operating Officer and Vice President

BORROWER:	GENCORP INC.,
	an Ohio corporation
	By:	/s/ J. Scott Neish
	Name: J. Scott Neish
	Title: Interim President and Interim Chief Executive Officer

Acknowledged, accepted and agreed:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:	/s/ Robert G. McGill Jr.
Name: Robert G. McGill Jr.
Title:   Director

SCHEDULE A

to

Joinder Agreement

Schedules to Credit Agreement and Security Documents