GenCorp Inc. Form 10-Q/Quarter end 8-31-2001

0000950152-01-504877.txt : 20011010 0000950152-01-504877.hdr.sgml : 20011010 ACCESSION NUMBER: 0000950152-01-504877 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010831 FILED AS OF DATE: 20011009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340244000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 1753956 BUSINESS ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: ANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9163554000 MAIL ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: ANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 10-Q 1 l90621ae10-q.htm GENCORP INC. FORM 10-Q/QUARTER END 8-31-2001 GenCorp Inc. Form 10-Q/Quarter end 8-31-2001

TABLE OF CONTENTS


FORM 10-Q
PART I. FINANCIAL INFORMATION
		CONDENSED CONSOLIDATED STATEMENTS OF INCOME
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO THE UNAUDITED INTERIM CONDENSED
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Exhibit 10--Amendment No.2 to Credit Agreement

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended August 31, 2001		Commission File Number 1-1520

GenCorp Inc.

(Exact name of registrant as specified in its charter)


Ohio		34-0244000

(State of Incorporation)		(I.R.S. Employer Identification No.)

Highway 50 and Aerojet Road Rancho Cordova, California 95670

(Address of principal executive offices) (Zip Code)

P.O. Box 537012 Sacramento, California 95853

(Mailing address) (Zip Code)

Registrant’s telephone number, including area code (916) 355-4000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO

As of September 30, 2001, there were 43,008,685 outstanding shares of GenCorp Inc.’s common stock, par value $0.10.

GENCORP INC.

Table of Contents


Part I. Financial Information	Page No.


Item 1. Financial Statements

Condensed Consolidated Statements of Income — Three months and nine months ended August 31, 2001 and 2000	-3-

Condensed Consolidated Balance Sheets — August 31, 2001 and November 30, 2000	-4-

Condensed Consolidated Statements of Cash Flows — Nine months ended August 31, 2001 and 2000	-5-

Notes to the Unaudited Interim Condensed Consolidated Financial Statements — August 31, 2001	-6-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	-19-

Item 3. Quantitative and Qualitative Disclosures About Market Risk	-23-


Part II. Other Information


Item 1. Legal Proceedings	-23-

Item 5. Other Information	-25-

Item 6. Exhibits and Reports on Form 8-K	-26-


Signatures	-27-

-2-

PART I. FINANCIAL INFORMATION

GENCORP INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollars in millions, except per share amounts)
(Unaudited)


			Three Months Ended								Nine Months Ended
				August 31,											August 31,
			2001				2000				2001					2000

Net Sales				$	356			$	260			$	1,119				$	770




Costs and Expenses Cost of products sold					309				212				972					623




	Selling, general and administrative				13				10				34					28




	Depreciation and amortization				21				13				59					39




	Interest expense				10				5				28					12




	Other (income) expense, net				(5	)			(5	)			(9	)				(7	)




	Foreign exchange gain				—				—				(11	)				—




	Restructuring charge				—				—				19					—




	Unusual items, net				—				(6	)			8					(5	)

					348				229				1,100					690

Income before income taxes and cumulative effect of a change in accounting principle					8				31				19					80




Income tax (provision) benefit					(3	)			(12	)			6					(32	)

Income before cumulative effect of a change in accounting principle					5				19				25					48




Cumulative effect of a change in accounting principle, net of taxes					—				—				—					74

Net Income				$	5			$	19			$	25				$	122

	Basic earnings per common share:




		Before cumulative effect of a change in accounting principle		$	.12			$	.46			$	.59				$	1.15




		Cumulative effect of a change in accounting principle			—				—				—					1.76

	Total			$	.12			$	.46			$	.59				$	2.91

	Diluted earnings per common share:




		Before cumulative effect of a change in accounting principle		$	.12			$	.46			$	.58				$	1.15




		Cumulative effect of a change in accounting principle			—				—				—					1.76

	Total			$	.12			$	.46			$	.58				$	2.91

	Cash dividends declared on common stock			$	.03			$	.03			$	.09				$	.09

See notes to the unaudited interim condensed consolidated financial statements.

-3-

GENCORP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in millions, except per share amounts)



		Unaudited				Audited
		August 31,			November 30,
		2001				2000


Current Assets
Cash and cash equivalents		$	36				$	17




Accounts receivable			216					135




Inventories, net			195					182




Current deferred income taxes			51					11




Prepaid expenses and other			14					1

	Total Current Assets		512					346

Recoverable from U.S. Government and other third parties for environmental remediation costs			188					203




Deferred income taxes			17					76




Prepaid pension			339					281




Investments and other assets			157					53




Property, plant and equipment, net			512					365

	Total Assets	$	1,725				$	1,324


Liabilities and Shareholders’ Equity
Short-term borrowings and current portion of long-term debt		$	25				$	—




Accounts payable			68					47




Income taxes payable			5					8




Other current liabilities			359					273

	Total Current Liabilities		457					328

Long-term debt, net of current portion			456					190




Postretirement benefits other than pensions			224					230




Reserves for environmental remediation			311					328




Other liabilities			58					53

	Total Liabilities		1,506					1,129

Shareholders’ Equity
Preference stock — (none issued and outstanding)			—					—




Common stock — $0.10 par value; 42,159,150 shares outstanding			4					4




Other capital			7					2




Retained earnings			238					217




Accumulated other comprehensive loss			(30	)				(28	)

	Total Shareholders’ Equity		219					195

	Total Liabilities and Shareholders’ Equity	$	1,725				$	1,324

See notes to the unaudited interim condensed consolidated financial statements.

-4-

GENCORP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in millions)
(Unaudited)


			Nine Months Ended
			August 31,
			2001			2000


Operating Activities
Income before cumulative effect of a change in accounting principle			$	25		$	48
Depreciation, amortization and gain on asset disposition				56			39
Foreign currency transaction gain				(11	)		—




Deferred income taxes				33			28




Gain on sale of minority interest in subsidiary				—			(5	)

Changes in operating assets and liabilities net of effects of acquisitions of businesses:




	Current assets, net			(5	)		(5	)




	Current liabilities, net			(45	)		(33	)




	Other non-current assets, net			(64	)		(49	)




	Other non-current liabilities, net			(33	)		(27	)

		Net Cash Used In Operating Activities		(44	)		(4	)

Investing Activities
Capital expenditures				(29	)		(59	)




Proceeds from asset dispositions				5			—




Proceeds from sale of minority interest in subsidiary				—			25




Purchase of Draftex International, net of cash acquired				(179	)		—

		Net Cash Used In Investing Activities		(203	)		(34	)

Financing Activities
Proceeds from issuance of long-term debt				350			—




Net (repayments) borrowings on long-term revolving credit facilities				(104	)		42




Net short-term borrowings (paid) incurred				20			(1	)




Dividends paid				(4	)		(4	)




Other equity transactions				4			1

		Net Cash Provided By Financing Activities		266			38

Net Increase in Cash and Cash Equivalents				19			—




Cash and cash equivalents at beginning of period				17			23

Cash and cash equivalents at end of period			$	36		$	23

See notes to the unaudited interim condensed consolidated financial statements.

-5-

GENCORP INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2001

Note A — Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements. These interim statements should be read in conjunction with the financial statements and notes thereto included or incorporated by reference in the GenCorp Inc. (Company) Annual Report on Form 10-K for the fiscal year ended November 30, 2000 as filed with the United States Securities and Exchange Commission.

All normal recurring accruals and adjustments considered necessary for a fair presentation of the unaudited results for the three-month and nine-month periods ended August 31, 2001 and 2000 have been reflected. The results of operations for the nine months ended August 31, 2001 are not necessarily indicative, if annualized, of those to be expected for the full fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates.

Certain reclassifications have been made to conform prior periods’ data to the current period’s presentation.

Note B — Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share before cumulative effect of a change in accounting principle:


		Three Months Ended				Nine Months Ended
		August 31,				August 31,

		2001		2000		2001		2000


Numerator (in millions)
Income before cumulative effect of a change in accounting principle		$	5	$	19	$	25	$	48

Denominator (in thousands)
Denominator for basic earnings per common share — Weighted average shares outstanding			42,254		41,967		42,134		41,923




Effect of dilutive securities:




	Employee stock options		538		78		364		103




	Performance based unvested stock		—		—		46		—

Dilutive potential common shares			538		78		410		103

Denominator for diluted earnings per share — Adjusted weighted average shares and assumed conversions			42,792		42,045		42,544		42,026

-6-


		Three Months Ended								Nine Months Ended
				August 31,									August 31,
		2001				2000				2001				2000


Earnings Before Cumulative Effect of a Change in Accounting Principle Per Share Of Common Stock:




	Basic earnings per share		$	.	12		$	.	46		$	.	59	$	1.15




	Diluted earnings per share		$	.	12		$	.	46		$	.	58	$	1.15

Note C — Comprehensive Income

The components of total comprehensive income were as follows (in millions):


		Three Months Ended					Nine Months Ended
		August 31,					August 31,
		2001		2000			2001			2000

Income before cumulative effect of a change in accounting principle		$	5	$	19		$	25		$	48




Other comprehensive income, net of taxes:




	Effect of foreign currency translation adjustments		7		(3	)		(1	)		(8	)

Total comprehensive income		$	12	$	16		$	24		$	40

Note D — Acquisitions, Divestitures and Other Related Matters

On December 29, 2000 the Company acquired all of the outstanding stock of The Laird Group’s Draftex International Car Body Seals Division (Draftex) for cash consideration of approximately $209 million. The purchase price is preliminary and will be adjusted to reflect certain working capital adjustments provided for in the purchase agreement and currently under negotiation with the seller. Draftex is now included with the Company’s GDX Automotive business segment and adds 11 manufacturing plants in six countries including Spain, France, Germany, Czech Republic, China, and the United States. The acquisition was accounted for under the purchase method of accounting and the excess of cost over the fair value of the net assets acquired is being amortized on a straight-line basis over a twenty year period. The initial allocation of the purchase price includes a preliminary reserve for certain costs including involuntary employee terminations, associated benefit and facility exit costs of approximately $25 million of which approximately $2 million has been incurred to date. Negotiations with the seller have not been settled and have been placed into arbitration for resolution. The final allocation of the purchase price is expected to be made in late 2001 after arbitrated negotiations have been settled and the exit plan has been finalized. The Company’s results of operations include Draftex results since the date of acquisition. In connection with the acquisition, the Company entered into a new $500 million credit facility (see Note I).

-7-

The pro forma unaudited results of operations for the nine months ended August 31, 2001 and 2000, assuming consummation of the Draftex Acquisition and incurrance of additional debt equal to the purchase price as of December 1, 1999, are as follows:


			Nine Months Ended
(Dollars in millions, except per share amounts)					August 31,
			2001			2000

Net Sales			$	1,155			$	1,105




Income before cumulative effect of a change in accounting principle			$	17			$	25




Net income			$	17			$	99




Earnings per common share:




Basic and diluted:




	Before cumulative effect of a change in accounting principle		$	.41			$	.59




		Pro Forma Net income	$	.41			$	2.35

The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisition taken place as of December 1, 1999 or the results of future operations of the Company. Furthermore, the pro forma results do not give effect to incremental costs or savings that may occur as a result of restructuring, integration and consolidation of the acquisition.

On April 20, 2001, the Company announced that Aerojet had signed a definitive agreement to sell its Electronic and Information Systems (EIS) business to Northrop Grumman Corporation for $315 million in cash. Net proceeds from the sale are expected to be approximately $225 million. The EIS business had revenues of $323 million in fiscal year 2000. The sale, which is subject to government approvals, is expected to close before the end of fiscal year 2001. Northrop Grumman will acquire the assets of EIS operations in Azusa, California, and in Boulder and Colorado Springs, Colorado, and the EIS employees will transfer to Northrop Grumman.

Note E — Restructuring and Asset Write-Downs

The Company recorded a charge in earnings from continuing operations of $19 million ($12 million after tax or $.27 per share) during the second quarter of 2001 related to a restructuring plan at the Company’s GDX Automotive subsidiary. This charge relates to the closure of the Marion, Indiana and Ballina, Ireland manufacturing facilities. The restructuring program includes the elimination of approximately 760 employee positions and is expected to be substantially complete by the end of the Company’s fiscal year 2001. The restructuring charge includes approximately $14 million in cash charges primarily related to severance and employee benefit costs. The balance of the restructuring charge relates to non-cash charges primarily for the disposition of plant assets. Cash expenditures for restructuring costs during 2001 totaled approximately $4 million.

Note F — Change in Accounting Principle

Effective December 1, 1999, the Company changed its methods for determining the market-related value of plan assets used in determining the expected return-on-assets component of annual net pension costs and the amortization of gains and losses for both pension and postretirement benefit costs. Under the previous accounting method, the market-related value of assets was determined by smoothing assets over a five-year period. The new method shortens the smoothing period for determining the market-related value of plan assets from a five-year period to a three-year period. The changes result in a calculated

-8-

market-related value of plan assets that is closer to current value, while still mitigating the effects of short-term market fluctuations. The new method also reduces the substantial accumulation of unrecognized gains and losses created under the previous method due to the disparity between fair value and market-related value of plan assets. Under the previous accounting method all gains and losses were subject to a ten-percent corridor and amortized over the expected working lifetime of active employees (approximately 11 years). The new method eliminates the ten-percent corridor and reduces the amortization period to five years.

Note G — Inventories

Inventories are stated at the lower of cost or market value. A portion of the inventories is priced by use of the last-in, first-out (LIFO) method using various dollar value pools. Interim LIFO determinations involve management’s estimate of expected year-end inventory. Components of inventory are as follows:


(Dollars in millions)		August 31,			November 30,
		2001			2000

Raw materials and supplies		$	41		$	28




Work-in-process			36			12




Finished products			18			9

	Approximate replacement cost of inventories		95			49




Less: reserves, primarily LIFO			(12	)		(7	)

	Subtotal		83			42

Long-term contracts at average cost			253			310




Less: progress payments			(141	)		(170	)

	Subtotal long-term contract inventories		112			140

Total Inventories		$	195		$	182

Note H — Property, Plant and Equipment


(Dollars in millions)	August 31,			November 30,
	2001			2000


Land	$	34		$	30




Buildings and improvements		331			261




Machinery and equipment		724			599




Construction-in-progress		55			49

		1,144			939




Less: accumulated depreciation		(632	)		(574	)

	$	512		$	365

Note I — Long-term Debt

-9-

guarantee obligations in favor of the U.S. EPA for up to $100 million; and revisions to certain financial covenants including the leverage ratio and the interest coverage ratio.

The term loans include quarterly installment payment provisions. The Term B Loan must be repaid upon close of the sale of the EIS business (Note D). Interest is variable based on the prime lending rate or the federal funds rate plus 1/2 of 1 percent, plus a variable margin of 0.75 — 2.25 percent or the eurocurrency rate plus 1.75 — 3.25 percent depending on the Company’s most recent leverage ratio. The average interest rate on the New Facility was 8.03 percent as of August 31, 2001. The Company pays a commitment fee for unused available funds and the amount available under the New Facility was $38 million as of August 31, 2001. Scheduled payments on the term loans total $11 million, $19 million, $22 million, $22 million, and $29 million in fiscal years 2001, 2002, 2003, 2004 and 2005, respectively with the remainder due thereafter. The New Facility contains certain restrictive covenants that require the Company to meet specified financial ratios and restricts capital expenditures, incurrance of additional debt, payments of dividends and certain other distributions, and other transactions. The Company was in compliance with these restrictive covenants, as amended, as of August 31, 2001.

As of August 31, 2001, outstanding letters of credit totaled $9 million.

Note J — Contingencies

Environmental Matters

Sacramento, California

In 1989, the United States District Court approved a Partial Consent Decree (Decree) requiring Aerojet to conduct a Remedial Investigation/Feasibility Study (RI/FS) of Aerojet’s Sacramento, California site and to prepare a RI/FS report on specific environmental conditions present at the site and alternatives available to remedy such conditions. Aerojet also is required to pay for certain governmental oversight costs associated with Decree compliance. The State of California expanded surveillance of perchlorate and nitrosodimethylamine (NDMA) under the RI/FS because these chemicals were detected in public water supply wells near Aerojet’s property at previously undetectable levels using new testing protocols.

Aerojet has substantially completed its efforts under the Decree to determine the nature and extent of contamination at the facility. Preliminarily, Aerojet has identified the technologies that will likely be used to remediate the site and estimated costs using generic remedial costs from databases of Superfund remediation costs. Over the next several years, Aerojet will conduct feasibility studies to refine technical approaches and costs to remediate the site. The remediation costs are principally for design, construction, enhancement and operation of groundwater and soil treatment facilities, ongoing project management and regulatory oversight, and are expected to be incurred over a period of approximately 15 years. Aerojet is also addressing groundwater contamination off of its facility through the development of an Operable Unit Feasibility Study. This Study was completed and submitted as a draft to the governmental oversight agencies in November 1999. In response to governmental agency comments, Aerojet revised the draft report and it was resubmitted in May 2000. The agencies have now accepted the report as complete. The Study enumerates various remedial alternatives by which offsite groundwater can be addressed. The governmental agencies selected the remedial action alternative to be implemented and issued a Record of Decision (ROD) to Aerojet on July 24, 2001 that will be subject to Aerojet and public review and comment before the proposed remediation is approved. EPA will then issue a proposed consent agreement to Aerojet for the implementation of the ROD. A discussion of Aerojet’s efforts to estimate these costs is contained under the heading Aerojet’s Reserve and Recovery Balances.

-10-

In September 2000, Aerojet filed a motion with the U.S. District Court seeking court approval of a modification to the Decree carving out approximately 3,200 acres from the site. The agencies opposed the motion. In November 2000, the court denied Aerojet’s motion on the basis that Aerojet knew that the carve-out property was not contaminated at the time it was included in the Decree. Aerojet appealed this decision but the appeal was stayed while Aerojet and the agencies met in an effort to reach a negotiated agreement removing the “carve-out” property from the Decree and from the National Priorities List. On September 14, 2001, Aerojet reached agreement with the relevant agencies on a Stipulation to modify the Decree. On September 25, 2001, the Stipulation was lodged with the U.S. District Court and will be followed by a 30-day public comment period. In addition to the removal of the clean property from the Superfund site designation, the Stipulation provides, among other things, that: (i) GenCorp will provide a $75 million guarantee to assure that remediation activities at the Sacramento site are fully funded; (ii) Aerojet will provide a short-term and long-term replacement plan for lost water supplies; and (iii) the Superfund site will be divided into “Operable Units” to allow Aerojet and the regulatory agencies to more quickly address and restore priority areas.

San Gabriel Valley Basin, California

Aerojet, through its Azusa facility, has been named by the United States Environmental Protection Agency (EPA) as a potentially responsible party (PRP) in the portion of the San Gabriel Valley Superfund Site known as the Baldwin Park Operable Unit (BPOU). Regulatory action involves requiring site specific investigation, possible cleanup, issuance of a Record of Decision (ROD) regarding regional groundwater remediation and issuance to Aerojet and 18 other PRPs Special Notice letters requiring groundwater remediation. All of the Special Notice PRPs are alleged to have contributed volatile organic compounds (VOCs). Aerojet’s investigation demonstrated that the groundwater contamination by VOCs is principally upgradient of Aerojet’s property and that lower concentrations of VOC contaminants are present in the soils of Aerojet’s presently and historically owned properties. The EPA contends that Aerojet is one of the four largest sources of VOC groundwater contamination at the BPOU of the 19 PRPs identified by the EPA. Aerojet contests the EPA’s position regarding the source of contamination and the number of responsible PRPs. Aerojet has participated in a Steering Committee comprised of 14 of the PRPs.

Soon after the EPA issued Special Notice letters in May 1997, as a result of the development of more sensitive measuring methods, perchlorate was detected in wells in the BPOU. More recently, NDMA was also detected using newly developed measuring methods. Suspected sources of perchlorate include Aerojet’s solid rocket development and manufacturing activities in the 1940s and 1950s, military ordnance produced by a facility adjacent to the Aerojet facilities in the 1940s, and fertilizer used in agriculture. NDMA is a suspected byproduct of liquid rocket fuel activities by Aerojet in the same time period. In addition, new regulatory standards for a chemical known as 1.4 dioxane require additional treatment. Aerojet may be a minor contributor of this chemical. Aerojet is in the process of developing new, low cost technologies for the treatment of perchlorate, NDMA and 1.4 dioxane.

On September 10, 1999, eleven of the nineteen Special Notice PRP’s, including Aerojet (the Offering Parties), submitted a Good Faith Offer to the EPA to implement an EPA-approved remedy, which was accepted by the agency as a basis for negotiating a Consent Decree. The remedy, as proposed, would employ low cost treatment technologies being developed by Aerojet to treat perchlorate, NDMA, and 1.4 dioxane, as well as traditional treatment for VOCs. Aerojet’s low pressure UV/OX process, which drastically reduces the energy requirements to treat NDMA and 1.4 dioxane, was recently accepted in January 2001 by the California Department of Health Services for use in drinking water systems.

Since submitting the Good Faith Offer, Aerojet has continued negotiations with the other Offering Parties regarding final cost allocations, and the Offering Parties have continued negotiations with the court-appointed Watermaster and local water purveyors regarding an agreement that would provide for use of

-11-

the remediation project’s treated water. A discussion of Aerojet’s efforts to estimate these costs is contained under the heading Aerojet’s Reserve and Recovery Balances.

On November 23, 1999, the Regional Board issued an order to Aerojet and other PRPs to conduct certain additional soil and groundwater sampling with respect to new chemicals found in the groundwater since completion of an earlier site investigation. That study, completed in 1994, concluded that no site remediation was required. At this time, the State Regional Water Quality Control Board (Regional Board) has ordered site remediation involving certain limited soil gas extraction which Aerojet is in the process of implementing. It is too early to know whether any further remediation will be required. The Regional Board Order also indicated that at some future time it may attempt to order Aerojet to pay certain past and future costs of private and public purveyors who have been affected by contamination. There is a substantial legal question as to the Regional Board’s legal authority to consider such action; but, if the current agreements described below are finalized with the local water entities, this issue may be moot.

On April 4, 2000, Aerojet was sued by the San Gabriel Basin Water Quality Authority (WQA) in the United States District Court for the Central District of California, Case No. 00-03579. The action, which was served on Aerojet on April 18, 2000, sought to recover $1,560,000 for funds contributed by the WQA to the cost of the La Puente Valley Water District treatment plant constructed in 1999 and 2000, plus future operation and maintenance costs of approximately $1 million per year. It was filed pursuant to CERCLA section 107(a) and the Water Quality Authority Act section 407(c). In November 2000, the La Puente Valley Water District joined as a plaintiff with the WQA seeking recovery of its alternative water costs since its wells were closed in May 1997. In June 2001, La Puente amended its complaint to seek recovery of expenditures starting in 1991 to treat VOCs in its well water up to the time the wells were closed. Aerojet and certain of the PRPs have since paid these costs of the La Puente treatment plant and are currently paying operational costs pending a possible global settlement of the EPA cleanup project with all of the relevant local water purveyors. Aerojet filed third party claims against the other 18 PRPs identified by the EPA in the UAO in July 2001. The third parties that have been served to date have filed a motion to dismiss and a motion to sever the third party claims from the trial of the plaintiffs’ claims against Aerojet. The motion is now set for October 29, 2001 at which time, the Court will set new trial dates for the case. If the Definitive Agreement is executed, all of the plaintiff’s claims will be resolved.

On May 16, 2000, Aerojet was sued by the Upper San Gabriel Valley Municipal Water District (Upper District) in the United States District Court for the Central District of California, Case No. 00-05284. The action, which was served on Aerojet on May 19, 2000, seeks to recover the Upper District’s contribution to the same treatment plant of the La Puente Valley Water District as is the subject matter of the WQA suit discussed above. The claim is for an amount in excess of $1,686,000 for costs incurred or committed to be paid in connection with that project. These costs have been paid by Aerojet and certain of the PRPs and the same considerations apply to this action as are described in the WQA action.

On June 28, 2000, Aerojet was sued in a second action filed by the San Gabriel Basin Water Quality Authority (WQA) in the United States District Court for the Central District of California, Case No. 00-CU-07042. The suit, which was served on Aerojet on October 12, 2000, seeks to recover $2,000,000 for funds contributed by the WQA to the cost of the Suburban Water System’s Big Dalton treatment project. This action is not related to the La Puente actions since it involves past costs. A tentative agreement has been made with WQA and Aerojet and certain of the PRPs on a settlement of these past cost claims if a global settlement is reached with the local water purveyors on the construction of the EPA project. The expenditures claimed in the lawsuit relate primarily to VOC contamination that ultimately should be borne mostly by other PRPs and Aerojet has brought in the other PRPs identified by the EPA in the UAO as third party defendants. If not settled, the case is currently set for trial in the Spring of 2002.

-12-

During June 2000, Aerojet entered into agreements with several local purveyors to toll the statute of limitations with respect to purveyor claims for past costs related to remediation or costs related to alternative water sources as a result of the contamination in their groundwater production wells allegedly caused by Aerojet and other industrial companies in the San Gabriel Basin. In September 2001, San Gabriel Valley Water Company (SGVWC) gave notice that is was terminating the tolling agreement.

On October 10, 2000, Aerojet was sued by the Valley County Water District (Valley) in the United States District Court for the Central District of California, Case No. 00-10803. The action, which was served on Aerojet on October 12, 2000, seeks to recover under CERCLA and state causes of action for past, present, and future costs relating to treatment of groundwater allegedly contaminated by Aerojet. If the current agreements described below with the local water entities are completed, these claims would be subsumed by the terms of these agreements. At the current time, the parties have continued the initial scheduling conference with the Court until November 2001 and no activity is taking place in the litigation.

On June 30, 2000 the EPA issued a Unilateral Administrative Order (No. 2000-13) to Aerojet and 18 other PRPs requiring them to carry out the BPOU groundwater cleanup. The Order became effective July 10, 2000, and all the PRPs responded that they would comply with all lawful requirements of the Order. The Order required the PRPs to proceed with the proposed cleanup plan but further ordered that the PRPs negotiate with the San Gabriel Basin Watermaster (Watermaster) and local water purveyors to modify the project to meet the water supply needs of the BPOU.

Under the auspices of EPA oversight, certain of the PRPs have continued to negotiate with the Watermaster and local water purveyors. On January 12, 2001, a Memorandum of Understanding (MOU) was executed between seven of the Special Notice PRPs, including Aerojet, and the Watermaster and certain local purveyors under which these PRPs would finance the implementation by the Watermaster and these purveyors of an EPA approved remedy for the BPOU. Pursuant to the MOU, Aerojet and the other six PRPs provided a total of $4 million in immediate funding to cover expenses of the three public agencies that financed the new treatment plant at La Puente Valley County Water District. The MOU provided for a stay of all the water entity litigation pending the negotiation of a Definitive Agreement on the principles set forth in the MOU, which continued in effect through April 2001 when the MOU expired. Despite the expiration of the MOU, the parties have continued negotiations of a Definitive Agreement and are now attempting to resolve the final disputed issues. If a Definitive Agreement is reached, the parties have already reached agreement on the past cost claims of all the relevant water entities.

Although the Water Quality Authority withdrew from the negotiations on expiration of the litigation stay, it has indicated that it will rejoin the negotiations if a final agreement is reached, and it has been cooperating where possible to assist the process. Under the anticipated Definitive Agreement, the seven PRPs, (who have now been joined by an eighth PRP), including Aerojet, will provide one hundred percent of the resources for construction and operation of the remaining extraction and treatment facilities required to complete the EPA cleanup program, after credits for contributions from the United States Bureau of Reclamation under existing legislation and other available government funds. At the same time, the eight PRPs have reached a tentative agreement to mediate, and, if necessary, litigate the final allocation of costs among themselves. This agreement contains an allocation of interim financing costs pending completion of the final allocation, on which basis, these PRPs have been financing the interim steps necessary to keep the project within the EPA schedule.

On September 28, 2001, California Domestic Water Company filed a complaint in the United States District Court for the Central District of California, Case No. 01-18449 MMM (Ctx), under CERCLA against all 19 PRPs identified by EPA in the UAO to recover its costs 1) for past treatment of VOCs, 2) for the plant

-13-

it is now constructing to treat NDMA plus additional VOC treatment, and 3) for the future costs of treatment. It intends to pursue this action if a Definitive Agreement is not reached.

Aerojet intends to defend itself vigorously to assure that it is appropriately treated with other PRPs and that costs of any remediation are properly spread over all users of the San Gabriel Valley aquifer. In addition, Aerojet is also pursuing its insurance remedies. On the basis of information presently available, management believes that established environmental reserves for San Gabriel Valley groundwater remediation efforts are adequate.

Muskegon, Michigan

In a lawsuit filed by the EPA, the United States District Court ruled in 1992 that Aerojet and its two inactive Cordova Chemical subsidiaries (Cordova) are liable for remediation of Cordova’s Muskegon, Michigan site, along with a former owner/operator of an earlier chemical plant at the site, who is the other potentially responsible party (PRP). That decision was appealed to the United States Court of Appeals.

In May 1997, the United States Court of Appeals for the Sixth Circuit issued an en banc decision reversing Aerojet’s and the other PRP’s liability under the CERCLA statute. Petitions for certiorari to the United States Supreme Court for its review of the appellate decision were filed on behalf of the State of Michigan and the EPA and were granted in December 1997. On June 8, 1998, the United States Supreme Court issued its opinion. The Court held that a parent corporation could be directly liable as an operator under CERCLA if it can be shown that the parent corporation operated the facility. The Supreme Court vacated the Sixth Circuit’s 1997 ruling and remanded the case back to the United States District Court in Michigan for retrial. Aerojet did not expect that it would be found liable on remand. Aerojet entered into settlement discussions with the EPA and a proposed consent decree was filed with the District Court in July 1999. After a May 8, 2000 hearing, the court requested additional briefing by all parties to occur by July 2000. On August 24, 2000 the court approved the consent decree effectively dismissing the action as against Aerojet and Cordova. It is expected that the remaining PRP will appeal the approval of the Consent Decree if it is found liable.

In a separate action, Aerojet and Cordova won indemnification for the Muskegon site investigation and remediation costs from the State of Michigan in the state Court of Claims. The Michigan Court of Appeals affirmed on appeal, and the Michigan Supreme Court refused to hear the case. Further, the Michigan Supreme Court also denied the State’s motion for reconsideration. As a result, the Company believes that most of the $50 million to $100 million in anticipated remediation costs will be paid by the State of Michigan and the former PRP owner/operator of the site. A settlement agreement with the State of Michigan, related to the proposed consent decree discussed above, has been finalized effective upon the August 24, 2000 approval of the EPA consent decree. In September 2000, Cordova received a settlement payment of $1.5 million from the State of Michigan. In addition, Aerojet settled with one of its two insurers in August 1999 for $4 million.

Aerojet’s Reserve and Recovery Balances

On January 12, 1999, having finally received all necessary Government approvals, Aerojet and the United States Government implemented, with effect retroactive to December 1, 1998, the October 1997 Agreement in Principle resolving certain prior environmental and facility disagreements between the parties. Under this Agreement, a “global” settlement covering all environmental contamination (including perchlorate) at the Sacramento and Azusa sites was achieved; the Government/Aerojet environmental cost sharing ratio was raised to 88 percent/12 percent from the previous 65 percent/35 percent (with both Aerojet and the Government retaining the right to opt out of this sharing ratio for Azusa only, after at least $40 million in allowable environmental remediation costs at Azusa have been recognized); the cost allocation

-14-

base for these costs was expanded to include all of Aerojet (in lieu of the prior limitation to the Sacramento business base); and Aerojet obtained title to all of the remaining Government facilities on its Sacramento property, together with an advance agreement recognizing the allowability of certain facility demolition costs.

During the year ended November 30, 1999, Aerojet entered into a settlement agreement covering certain environmental claims with certain of its insurance carriers and received settlement proceeds of approximately $92 million. Under the terms of its agreements with the United States Government, Aerojet was obliged to credit the Government a portion of the insurance recoveries for past costs paid by the Government. On March 8, 2001, Aerojet entered into a settlement agreement with the United States Government that resolved Aerojet’s obligation to allocate a portion of the insurance recoveries to the Government.

In the fourth quarter of 1999, Aerojet obtained sufficient information to provide a reasonable basis for estimating the costs to address groundwater contamination off its Sacramento facility and its probable share of the San Gabriel Valley BPOU, and recorded those estimates in its reserve and recovery balances. Estimates regarding the Sacramento Western Groundwater Remediation were based on the Operable Unit Feasibility Study, previous references and Aerojet’s opinion as to which remediation alternative proposed by the study will be approved by the EPA and the State. Estimates regarding the San Gabriel Valley BPOU remediation were based on the Good Faith Offer/Administrative Consent Order and Watermaster/purveyor negotiations referenced previously. Not resolved at this time are whether Aerojet will have any additional liability for its possible share of water purveyor past cost claims, as well as the EPA’s past and future oversight costs. In regard to the matter discussed above, management believes, on the basis of presently available information, that resolution of this matter would not materially affect liquidity, capital resources, or the consolidated financial condition of the Company.

As of August 31, 2001, Aerojet had total reserves of $302 million for costs to remediate the Sacramento and San Gabriel Valley Basin sites and has recognized $199 million for probable future recoveries. These estimates are subject to change as work progresses, additional experience is gained and environmental standards are revised. In addition, legal proceedings to obtain reimbursements of environmental costs from insurers are continuing.

Lawrence, Massachusetts

The Company has studied remediation alternatives for its closed Lawrence, Massachusetts facility, which was contaminated with PCBs, and has begun site remediation and off-site disposal of debris. The Company has a remaining reserve of $14 million as of August 31, 2001 for estimated decontamination and long-term operating and maintenance costs of this site. The reserve represents the Company’s best estimate for the remaining remediation costs. Estimates of future remediation costs could range as high as $37 million depending on the results of future testing, and the ultimate remediation alternatives undertaken at the site. The time frame for remediation is currently estimated to range from four to nine years.

El Monte, California

On December 21, 2000, Aerojet received an order from the Los Angeles Region office of the California Regional Water Quality Control Board requiring a work plan for investigation of Aerojet’s former El Monte facility. On January 22, 2001, Aerojet filed an appeal of the order with the Board asserting selective enforcement. The appeal is in abeyance pending negotiations with the Board. In March 2001, Aerojet submitted a limited work plan to the Board in light of the Board’s failure to adequately seek similar investigations by lessees and owners of the facility following Aerojet’s ownership. On February 21, 2001, Aerojet received a general notice letter from U.S. EPA Region IX naming Aerojet as a PRP to the South El

-15-

Monte Operable Unit of the San Gabriel Valley Superfund site. Aerojet continues to negotiate with the Regional Board for a limited investigation of this former facility.

Other Sites

The Company is also currently involved, together with other companies, in approximately 21 other Superfund and non-Superfund remediation sites. In many instances, the Company’s liability and proportionate share of costs have not been determined largely due to uncertainties as to the nature and extent of site conditions and the Company’s involvement. While government agencies frequently claim PRPs are jointly and severally liable at such sites, in the Company’s experience, interim and final allocations of liability costs are generally made based on relative contributions of waste. Based on the Company’s previous experience, its allocated share has frequently been minimal, and in many instances, has been less than one percent. The Company has reserves of approximately $21 million as of August 31, 2001 which it believes are sufficient to cover its best estimate of its share of the environmental remediation costs at these other sites. Also, the Company is seeking recovery of its costs from its insurers.

Environmental Summary

In regard to the sites discussed above, management believes, on the basis of presently available information, that resolution of these matters will not materially affect liquidity, capital resources or consolidated financial condition. The effect of resolution of these matters on results of operations cannot be predicted due to the uncertainty concerning both the amount and timing of future expenditures and future results of operations.

Other Legal Matters

Olin Corporation

In August 1991, Olin Corporation (Olin) advised GenCorp that it believed GenCorp to be jointly and severally liable for certain Superfund remediation costs, estimated by Olin to be $70 million, associated with a former Olin manufacturing facility and waste disposal sites in Ashtabula County, Ohio. In 1993, GenCorp sought declaratory judgment in the United States District Court for the Northern District of Ohio that the Company is not responsible for environmental remediation costs. Olin counterclaimed seeking a judgment that GenCorp is jointly and severally liable for a share of remediation costs. In late 1995, the Court hearing on the issue of joint and several liability was completed, and in August 1996 the Court held hearings relative to allocation. At its request, in 1998, the Court received an additional briefing regarding the impact of the U.S. Supreme Court’s decision in Best Foods which the Company believes definitively addresses many issues in this case in its favor. Another hearing relative to liability and allocation was held on January 11, 1999. The Court rendered its interim decision on liability on August 16, 1999, finding GenCorp 30 percent liable for remediation costs at “Big D Campground” landfill and 40 percent liable for remediation costs attributable to the Olin TDI facility with regard to the Fields Brook site. Phase III proceedings on the allowability of those remediation costs were completed in July 2001, and a final order could be received prior to the end of 2001. Upon issuance of the final order, the matter will be ripe for appeal.

The Company continues to vigorously litigate this matter and believes that it has meritorious defenses to Olin’s claims. While there can be no certainty regarding the outcome of any litigation, in the opinion of management, after reviewing the information currently available with respect to this matter and consulting with the Company’s counsel, any liability which may ultimately be incurred will not materially affect the consolidated financial condition of the Company.

-16-

Other Matters

The Company and its subsidiaries are subject to various other legal actions, governmental investigations, and proceedings relating to a wide range of matters in addition to those discussed above. In the opinion of management, after reviewing the information which is currently available with respect to such matters and consulting with the Company’s counsel, any liability which may ultimately be incurred with respect to these additional matters will not materially affect the consolidated financial condition of the Company. The effect of resolution of these matters on results of operations cannot be predicted because any such effect depends on both future results of operations and the amount and timing of the resolution of such matters.

Note K — New Accounting Pronouncements

In June 2001, the Financial Accounting Standard Board issued two new pronouncements: Statement of Financial Accounting Standards No. 141, “Business Combinations” (SFAS 141) and SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). SFAS 141, which is effective for acquisitions initiated after June 30, 2001, prohibits the use of the pooling-of-interest method for business combinations and establishes the accounting and financial reporting requirements for business combinations accounted for by the purchase method. SFAS 142 requires that an intangible asset that is acquired shall be initially recognized and measured based on its fair value. The statement also provides that, although most other intangible assets will continued to be amortized, goodwill should not be amortized, but shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to its carrying amount. SFAS 142 is effective for fiscal periods beginning after December 15, 2001. Early adoption is permitted. Existing goodwill will continue to be amortized through the remainder of fiscal 2001 and, unless the Company elects to early adopt, fiscal 2002, at which time amortization will cease and the Company will perform a transitional goodwill impairment test. The Company is currently evaluating the impact of the new accounting standards on existing goodwill and other intangible assets.

In July 2001, the Financial Accounting Standards Board voted to issue Statement No. 143, “Accounting for Asset Retirement Obligations” (SFAS 143). SFAS 143 requires the Corporation to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and is effective for the Corporation’s fiscal year beginning December 1, 200. Management is in the process of evaluating the impact this standard will have on the Corporation’s consolidated financial statements.

Note L — Derivative Financial Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No.133, “Accounting for Derivative Instruments and Hedging Activities”, (SFAS 133) which, for the Company, was effective December 1, 2000. This statement establishes accounting and reporting standards requiring that every derivative instrument, including certain derivative instruments embedded in other contracts, be recorded in the balance sheet as either an asset or liability measured at fair value. The statement also requires that changes in the derivative’s fair value be recognized in earnings unless specific hedge accounting criteria are met. The adoption of SFAS 133 did not have a material effect on the financial statements, since the Company historically has not generally invested in derivative instruments or routinely engaged in hedging activities.

Note M — Subsequent Event

On September 24, 2001, the Company announced a restructuring of its corporate headquarters, including a voluntary early retirement program (VERP) offered to eligible employees. The company anticipates that this restructuring will result in a $6 to $8 million pretax charge in the fourth quarter of 2001

-17-

and reduce annual corporate expenditures by approximately $3 million beginning in fiscal year 2002. The Company has reserved the right to not proceed with the restructure if the EIS Transaction does not close by December 1, 2001.

Note N — Segment Information


(Dollars in millions)			Three Months Ended						Nine Months Ended
			August 31,						August 31,
			2001			2000			2001			2000

Net Sales:




	Aerospace, defense and fine chemicals		$	166		$	145		$	521			$	414




	GDX Automotive			190			115			598				356

		Total		356			260			1,119				770




Income:




	Aerospace, defense and fine chemicals			24			29			71				73




	GDX Automotive			(2	)		4			2				20




	Restructuring Charge			—			—			(19	)			—




	Unusual items			—			—			(9	)			—

		Segment Operating Profit		22			33			45				93




Interest expense				(10	)		(5	)		(28	)			(12	)




Corporate other income (expense)				(2	)		(3	)		(7	)			(3	)




Corporate expenses				(2	)		—			(3	)			(3	)




Foreign currency transaction gain				—			—			11				—




Unusual items				—			6			1				5

	Income before income taxes and cumulative effect of a change in accounting principle			8			31			19				80




Income tax (benefit) provision				(3	)		(12	)		6				(32	)

	Income before cumulative effect of a change in accounting principle		$	5		$	19		$	25			$	48

GDX Automotive’s segment assets increased by more than $300 million compared to the amount reported in the November 30, 2000 annual report on Form 10-K due to the acquisition of Draftex (Note D).

No unusual items were recognized in the Company’s results of operations for the third quarter of 2001. During the third quarter of 2000, the Company recognized an unusual gain of $5 million from the sale of an equity interest in Aerojet Fine Chemicals, and a net $1 million gain from other unusual items.

During the second quarter of 2001, the Company settled outstanding tax claims with the Internal Revenue Service and the State of California. The portion of the settlement with the State of California that will be repaid to the Company’s defense customers is reflected as an unusual expense item of $2 million in segment operating profit. The income retained by the Company, $2 million on an after tax basis, is reflected in the income tax benefit for the quarter. During the first quarter of 2001, the Company reached a settlement with the State of California on an outstanding tax claim. The portion of the settlement that will be repaid to the Company’s defense customers is reflected as an unusual expense item of $7 million in segment income. The benefit retained by the Company, $5 million on an after tax basis, is in the income tax provision for the first quarter.

-18-

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Material Changes in Results of Operations

Third quarter 2001 earnings decreased to $5 million or $0.12 per diluted share compared to third quarter 2000 earnings, excluding unusual items, of $15 million or $0.37 per diluted share. Revenues for the third quarter 2001 increased by 37%, to $356 million over third quarter 2000 revenues of $260 million. Revenues for both of GenCorp’s Aerospace, Defense and Fine Chemicals and GDX Automotive segments were up significantly. Operating profit was $22 million for the quarter as compared to $33 million for third quarter 2000, with decreases recorded in both of the Company’s segments.

Aerospace, Defense and Fine Chemicals

The aerospace, defense and fine chemicals business segment’s net sales for the quarter increased $21 million to $166 million compared to $145 million for the comparable period in 2000. Operating profit for the quarter was $24 million versus $29 million for third quarter 2000. For the nine months ended August 31, 2001, sales increased to $521 and operating profit was $71 million as compared to sales and operating profit of $414 million and $73 million, respectively for the same period in the prior year. Increased revenues from the SBIRS program, Titan and Delta rocket programs, and the Advanced Technology Microwave Sounder (ATMS) Program accounted for the majority of the increase, partially offset by lower revenues from the pharmaceutical fine chemicals business. Operating profit was favorably impacted by the performance at the defense business unit, offset by a loss for the pharmaceutical fine chemicals business. Aerojet would have exceeded last year’s operating profit but for losses at the pharmaceutical fine chemicals business, which were due primarily to the slip of certain product deliveries that will carry over to the fourth quarter of 2001 or fiscal year 2002. The Company is currently reviewing various strategic alternatives related to the pharmaceutical fine chemicals business, in addition to the corrective actions taken earlier in the year.

Significant contract awards during the quarter included: an award to build cooling systems for sensors on certain missiles used by the U.S. Navy; an award to develop variable thrust motors for the U.S. Army’s NetFire Missiles; a contract for warheads for the TOW 2A anti-tank weapon; and, an award to develop motors for the U.S. Army’s compact kinetic energy missile. During the quarter, Aerojet booked contract award funding of $91 million with contract backlog at August 31, 2001 totaling $1.0 billion.

Operational highlights for the quarter at Aerojet included the successful intercept of a target moving at more than 15,000 miles per hour by an Exoatmospheric Kill Vehicle (EKV) at an altitude of approximately 140 miles over the Pacific Ocean. Aerojet’s liquid-propellant Divert and Attitude Control System (DACS) guided the EKV. The test was conducted as part of the country’s efforts to develop a national missile defense system. In addition, Aerojet successfully test-fired a full-scale 67-foot demonstration solid rocket motor at thrust levels ranging from 285,000 to 390,000 pounds in late August. Verification of this motor paves the way for its use on space launch systems beginning with Lockheed Martin’s Atlas V, which supports the U.S. Air Force Evolved Expendable Launch Vehicle (EELV) Program.

GDX Automotive

-19-

Company’s GDX Automotive business segment and adds 11 manufacturing plants in six countries including Spain, France, Germany, Czech Republic, China, and the United States. The acquisition was accounted for under the purchase method of accounting and the excess of cost over the fair value of the net assets acquired is being amortized on a straight-line basis over a twenty year period. The initial allocation of the purchase price includes a preliminary reserve for exit costs including involuntary employee terminations and relocation costs of approximately $25 million of which approximately $2 million has been incurred to date. Negotiations with the seller have not been settled and have been placed into arbitration for resolution. The final allocation of the purchase price is expected to be made in late 2001 after arbitrated negotiations have been settled and the exit plan for certain facilities is finalized. The Company’s results of operations include the operating results of Draftex since the date of acquisition.

Net sales for the Company’s GDX Automotive segment increased 65 percent to $190 million for third quarter 2001, versus $115 million for third quarter 2000. For the nine months ended August 31, 2001, sales increased to $598 million from $356 million for the nine months ended August 31, 2000. The increase in sales was due primarily to the acquisition of Draftex, partially offset by lower volumes in the segment’s base North American business.

A third quarter 2001 operating loss of $2 million was recorded by the segment, versus operating profit of $4 million in the third quarter of 2000. Operating profit for the nine months ended August 31, 2000 decreased to $2 million compared to $20 million in the prior year. The decrease in operating profit was due to pricing and volume pressures, a negative influence from the Volkswagen strike in Mexico, labor inefficiencies relating primarily to the new 2002 Ford Explorer, decline in production at the Berger, Missouri plant due to OEM reductions in the production of sedans, increased employee health care costs and higher utility costs. Overall, volumes for light trucks and sport utility vehicles have remained relatively stable but build rates have declined for certain passenger cars for which GDX Automotive supplies parts.

As part of its recovery plan, GDX Automotive continues to focus on cost reduction actions, productivity improvements and realization of cost saving synergies from the Draftex acquisition. The closures of its Marion, Indiana and Ballina, Ireland manufacturing plants, under the previously announced restructuring (see below), are proceeding according to plan. The closure of the Ballina plant is essentially complete and the Marion closure is now expected to be complete by year-end rather than carry into the first quarter of 2002.

Liquidity and Capital Resources

Net cash used in operating activities for the first nine months of fiscal 2001 was $44 million as compared to $4 million for the first nine months of 2000. The increased use of cash by operating activities primarily reflects the pay down of accounts payable and other current liabilities assumed as part of the Draftex acquisition as well as decreased net income from Aerojet Fine Chemicals and GDX Automotive.

For the first nine months of 2001, cash used in investing activities of continuing operations was $203 million compared to $34 million in the same period in 2000. 2001 cash flow from investing activities primarily included $179 million cash paid, net of cash acquired for the Draftex Acquisition and capital expenditures of $29 million. Cash flow from investing activities in the first nine months of 2000 included capital expenditures of $59 million and cash received from the sale of a minority interest in Aerojet Fine Chemicals of $25 million. The significant reduction in capital expenditures reflects the completion of major infrastructure expansion at the Company’s pharmaceutical fine chemicals business unit, completion of the Space Based Infrared System (SBIRS) Payload Test Facility and management initiatives to reduce capital expenditures.

-20-

Financing activities provided $266 million of cash during the nine-month period ended August 31, 2001 compared to $38 million during the same period in 2000. The increase was due primarily to borrowings under the new debt agreement used to finance the purchase of Draftex and cash requirements for the integration and restructuring of the Draftex acquisition and GDX Automotive business.

On September 25, 2001, the Company announced that the U.S. Environmental Protection Agency has concluded that approximately 3,200 acres of the Company’s property at Aerojet’s Sacramento, California site is free of contamination and should be removed from restraining superfund restrictions. On the same date, the agency filed an agreement to remove this property from the restrictive Superfund site designation with the Federal District Court in Sacramento. The agreement will require modification of the existing Partial Consent Decree after a 30-day public comment period and public hearing in Sacramento. The carve-out of this property from the Superfund order will enable the Company to continue efforts directed at development of this property. It is situated along the major Highway 50 corridor in East Sacramento, which is among the top ten fastest growth and investment regions in the nation. The property is ideally suited for office, commercial and light industrial uses. All 3,200 acres is zoned for multiple uses, and much of it is already entitled. Under the agreement GenCorp will provide a $75 million guarantee to assure remediation activities at the Sacramento site are fully funded.

On December 28, 2000, the Company entered into a new $500 million senior credit facility (the New Facility). The New Facility was used primarily to finance the acquisition of the Draftex business and replaced the previous Credit Facility. The New Facility consists of a $150 million revolving loan (Revolver) and a $150 million term loan (Term A Loan) expiring December 28, 2005 and a $200 million term loan (Term B Loan) expiring December 28, 2006. Effective August 31, 2001, the Company amended the New Facility. Key provisions of the amendment include: A transfer of outstanding balances of $13 million from the Revolver and $52 million from the Term A Loan to the Term B Loan; a provision to allow unsecured guarantee obligations in favor of the U.S. EPA for up to $100 million; and revisions to certain financial covenants including the leverage ratio and the interest coverage ratio. The Term B Loan must be repaid upon close of the sale of the EIS business (Note D). The Company was in compliance with the restrictive covenants of the New Facility, as amended, as of August 31, 2001.

Restructuring Charge

On March 28, 2001, the Company announced that it would implement a restructuring and consolidation of its GDX Automotive business. The restructuring includes the intended closure of GDX Automotive’s Marion, Indiana and Ballina, Ireland manufacturing facilities. The Company recorded a restructuring charge in earnings from continuing operations of $19 million ($12 million after tax or $.27 per share) during the second quarter. The restructuring program includes the elimination of approximately 760 employee positions and is expected to be substantially complete by the end of fiscal 2001. The decision to close the Company’s Marion, Indiana facility was precipitated by excess capacity and deterioration of performance and losses. Remaining programs from these facilities will be relocated to other GDX Automotive facilities. The decision to close the Ballina, Ireland plant was also precipitated by excess capacity issues as well as

-21-

increased difficulty in retaining plant personnel in light of record employment levels in the region and the strength of the Irish Punt versus other currencies which caused performance declines at the plant. The Company has already begun transferring work from Ballina and Marion to its other facilities in the United States and Germany.

The restructuring charge includes approximately $14 million in cash charges primarily related to severance and employee benefit costs. The balance of the restructuring charge relates to non-cash charges primarily for estimated losses on the disposition of plant assets. The company expects to complete the majority of the restructuring program by the end of fiscal year 2001. Cash expenditures for restructuring costs during 2001 amounted to $4 million. Cash outflows are not expected to have a material adverse effect on the Company’s liquidity.

Environmental Matters

GenCorp’s policy is to conduct its businesses with due regard for the preservation and protection of the environment. The Company devotes a significant amount of resources and management attention to environmental matters and actively manages its ongoing processes to comply with extensive environmental laws and regulations. The Company is involved in the remediation of environmental conditions that resulted from generally accepted manufacturing and disposal practices in the 1950’s and 1960’s that were followed at certain GenCorp plants. In addition, the Company has been designated a potentially responsible party, with other companies, at sites undergoing investigation and remediation.

The nature of environmental investigation and cleanup activities often makes it difficult to determine the timing and amount of any estimated future costs that may be required for remedial measures. However, the Company reviews these matters and accrues for costs associated with the remediation of environmental pollution when it becomes probable that a liability has been incurred and the amount of the liability (usually based upon proportionate sharing) can be reasonably estimated. The Company’s Condensed Consolidated Balance Sheet as of August 31, 2001 reflects accruals of $337 million and amounts recoverable of $199 million from the United States Government and other third parties for such costs.

The effect of resolution of environmental matters on results of operations cannot be predicted due to the uncertainty concerning both the amount and timing of future expenditures and future results of operations. However, management believes, on the basis of presently available information, that resolution of these matters will not materially affect liquidity, capital resources or the consolidated financial condition of the Company. The Company will continue its efforts to mitigate past and future costs through pursuit of claims for insurance coverage and continued investigation of new and more cost effective remediation alternatives and associated technologies. For additional discussion of environmental matters, refer to Note J — Contingencies.

Adoption of the Euro

The Company is continually evaluating the impact of the adoption of the Euro on its existing and recently acquired foreign subsidiaries. The Company believes its subsidiaries will complete their transition to the Euro by December 1, 2001 and that the adoption of the Euro by the European Economic Community will not have a material impact on the Company’s international businesses.

Forward-Looking Statements

This report on Form 10-Q contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements may present (without limitation) management’s expectations, beliefs, plans and objectives, future financial performance, and assumptions or judgments

-22-

concerning such matters. Any discussions contained in this report, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. Such factors are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2000 filed with the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in interest rates on long-term debt obligations. The Company’s policy is to manage its interest rate exposures through the use of a combination of fixed and variable rate debt. Currently, the Company does not use derivative financial instruments to manage its interest rate risk. The majority of the Company’s notes payable and long-term debt of $481 million matures in the year 2006 and had an average variable interest rate of 8.03 percent as of August 31, 2001. A one percentage point change in the interest rate on the Company’s long term debt would have impacted interest expense in the first nine months of fiscal 2001 by approximately $3 million.

With the addition of Draftex in 2001, the Company conducts significant business in foreign countries. However, foreign currency transaction gains and losses were not material to the Company’s results of operations for the three months and nine months ended August 31, 2001. Accordingly, the Company does not anticipate that it will be subject to material foreign currency transaction gains and losses with respect to future transactions from its foreign subsidiaries in the remainder of fiscal year 2001.

The Company entered into forward currency exchange contracts in connection with the Draftex acquisition in the first nine months of 2000, resulting in foreign currency transaction gains of approximately $11 million. As of August 31, 2001, there are no significant foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates outstanding. The Company is evaluating the future use of such financial instruments.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information concerning legal proceedings, including proceedings relating to environmental matters, which appears in Note J beginning on page 10 of this report is incorporated herein by reference.

Bowers, et al. v. Aerojet-General Corporation, et al.

This “toxic tort” action was filed on May 18, 2001 in Los Angeles County Superior Court, Case No. BC250817, on behalf of approximately 27 plaintiffs against approximately 30 manufacturing companies including Aerojet and GenCorp. It includes no water purveyor defendants. It alleges personal injury claims for negligence, battery and wrongful death arising from groundwater contamination. Aerojet and GenCorp were served on July 17, 2001.

-23-

Wotus, et al. v. GenCorp Inc. and OMNOVA Solutions Inc., et al.

On October 12, 2000, a group of hourly retirees filed a class action seeking recision or modification of the current Hourly Retiree Medical Plan established in spring, 1994, or reinstatement of pre-1994 benefit plan terms. Wotus, et al. v. GenCorp Inc., et al., U.S.D.C., N.D. Ohio, Case No. CV-2604. GenCorp was served on October 16, 2000. The crux of the dispute relates to the payment of benefit contributions by retirees as a result of the cost caps implemented in the fall, 1993. The caps were instituted to alleviate the impact of Financial Accounting Standard Board Statement No. 106 (FAS 106). Benefit contributions had been delayed until January 1, 2000 pursuant to a moratorium negotiated with the United Rubber Workers of America (URW) and its successor, the United Steelworkers of America (USWA), as well as from savings generated by Plan sponsored networks. A failure to pay contributions results in a termination of benefits.

The class representatives consist of three hourly retirees from the Jeannette, Pennsylvania facility of OMNOVA Solutions Inc. (OMNOVA), the company spun-off from GenCorp on October 1, 1999, and one hourly retiree from GenCorp’s former Akron tire plant. The putative class encompasses all eligible hourly retirees formerly represented by the URW or USWA. The Unions, however, are not party to the suit, and have agreed not to support such litigation pursuant to Memoranda of Agreement negotiated with GenCorp.

The retirees also challenge the creation of the OMNOVA Plan, which has terms identical to the prior GenCorp Plan, without retiree approval.

GenCorp prevailed in a similar class action filed in 1995, arising at its Wabash, Indiana location. Divine, et al. v. GenCorp. Inc., U.S.D.C., N.D. Ind., Case No. 96-CV-0394-AS, but a Motion to Dismiss on res judicata grounds was recently denied. GenCorp does not believe that this ruling will change the ultimate disposition of the Wotus case.

The court has ordered discovery regarding the identification of putative class members, followed by non-binding mediation to be completed by November 1, 2001.The GenCorp and OMNOVA insurance carriers have been advised of this litigation and have agreed to reimburse litigation expenses, subject to deductibles, but have asserted a reservation of rights as to damages. OMNOVA has requested indemnification by GenCorp under the terms of the 1999 Spin-Off Agreement, but Gencorp has denied the request.

Vinyl Chloride Conspiracy Cases

Following an “investigative” report published in the Houston Chronicle on November 29, 1998 a “toxic tort” lawsuit was filed against GenCorp and 39 other chemical companies and trade association co-defendants in Common Pleas Court for Ashtabula County, Ohio, McKinley, et al. v. GenCorp Inc., et al. Case No. 98CV00797. The complaint was filed by the heirs of a former production employee at GenCorp’s former polyvinyl chloride (PVC) resin facility in Ashtabula, Ohio and GenCorp was served on December 21, 1998. GenCorp, as the former employer, is alleged to have intentionally exposed the decedent to vinyl chloride (VC), a building block compound for PVC that is listed as a carcinogen by certain government agencies. The alleged exposure is claimed to have resulted in fatal liver damage. Plaintiffs also allege that all of the co-defendants engaged in a conspiracy to suppress information regarding the carcinogenic risk of VC to industry workers, despite the fact that OSHA has strictly regulated workplace exposure to VC since 1974. GenCorp settled the claims against it in May 2001, under favorable terms, and the remaining co-defendants settled all claims in September 2001.

This lawsuit was an outgrowth of three similar but unrelated “toxic tort” civil conspiracy cases brought in 14th Judicial District Court, Calcasieu Parish, Louisiana by the heirs of deceased former employees of two chemical plants in Lake Charles, Louisiana: (Ross, et ux. v. Conoco, Inc., et al. (Case No. 90-4837);

-24-

Landon, et ux. v. Conoco, Inc., et al. (Case No. 97-7949); Tousaint, et ux. v. Insurance Co. of North America, et al. (Case No. 92-6172). GenCorp was named as a “conspiring” co-defendant in all three cases, along with most of the same co-defendants in the McKinley case. All cases pending in Louisiana have been settled on a basis favorable to the Company.

On March 22, 1999, GenCorp was served with a similar conspiracy suit alleging VC exposure from various aerosol products, including hairspray. Bland, et al. v. Air Products & Chemicals, Inc., et al., Jefferson County (Beaumont), Texas, (Case No. D-160,599). VC was used as an aerosol propellant in the 1960’s. Again, the same co-defendants are named, with the addition of various consumer products and personal care manufacturers.

On or about August 25, 1999, GenCorp was served with a suit alleging conspiracy, manufacturers’ liability, and related claims by a railyard worker for CSX Transportation in Cincinnati, Ohio. Wiefering, et al. v. Allied Chemical Corp., et al., Cuyahoga County Common Pleas Court, (Cleveland) Ohio, (Case No. 389385). Plaintiff alleges that he contracted “vinyl chloride disease” as a result of exposure to VC and PVC products shipped by GenCorp and other manufacturers through the CSX Cincinnati railyards.

On July 20, 2000, GenCorp was served with another “vinyl chloride (VC) conspiracy suit” by an employee of a Delaware PVC manufacturer, Zerby v. Allied Signal, Inc., et al., New Castle County Superior Court (Wilmington, DE), (Case No. OOC-07-68 FSS). Three similar actions, Staples et al. v. Dow Chemical Co., et al., Brazoria County District Court (Houston), Texas, (Case No. 9673-BH99), Valentine v. PPG Industries, et al., Pickaway County Common Pleas Court (Columbus), Ohio (Case No. 2001 CI121), and Bogner, et. Ux. v. AirCo, Inc., et al., Madison County Circuit Court (Peoria), Illinois (Case No.: 01-L-1343) were filed December 5, 2000, May 31, 2001, and September 10, 2001, respectively.

All of the VC conspiracy cases, Ross, Landon, Tousaint, Bland, Wiefering, Zerby, Staples, Valentine, and Bogner, involve allegations that the co-defendants engaged in a conspiracy to suppress information regarding the carcinogenic risk of VC to industry workers. GenCorp is not alleged to be an employer, VC manufacturer or VC supplier in any of these cases. However, in the Wiefering and Zerby cases, GenCorp is erroneously alleged to be the successor to the Great American Chemical Corp., and has moved to dismiss those false allegations.

GenCorp has notified its insurers of all of these claims and is vigorously defending its actions.

Item 5. Other Information

On September 24, 2001, the Company announced that Terry Hall, Senior Vice President and Chief Financial Officer, has been promoted to the position of Chief Operating Officer of the Corporation. He will continue to report to Bob Wolfe, GenCorp Chairman, Chief Executive Officer and President, who has expressed a desire to retire at the end of 2003. In a second management move, Yasmin Seyal, Corporate Treasurer, has been promoted to Senior Vice President, Finance and will serve as acting Chief Financial Officer, also reporting to Wolfe.

-25-

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits


Table		Exhibit
Item No.	Exhibit Description	No.

4	Amendment No. 2 to Credit Agreement, Amendment No. 2 to Post Closing Agreement, Amendment No. 1 to Collateral Agreements, and Limited Waiver dated August 31, 2001 between the Company and Bankers Trust Company as a Lender and as Administrative Agent for the Lenders (“Administrative Agent”), and the other Lenders signatory to the Credit Agreement	4.1

b) Reports on Form 8-K

On September 17, 2001, the Company filed an 8-K incorporating its press release dated September 17, 2001, announcing that: The Company had reached an agreement with the U.S. EPA to remove 3,200 acres of property at its Sacramento Aerojet facility from the Superfund site designation; GenCorp will be restructuring its Corporate Headquarters; and that the Company expects third quarter earnings to fall short of analysts’ consensus expectations.

On September 25, 2001, the Company filed an 8-K incorporating its press releases dated September 24, 2001 (2) and September 25, 2001, announcing notification that the U.S. EPA had intended to file and did file an agreement to carve out 3,200 acres of clean land from the Aerojet Sacramento Superfund designation with the Federal District Court in Sacramento on September 25, 2001, and announcing that Terry Hall, Senior Vice President and Chief Financial Officer has been promoted to the position of Chief Operating Officer of the Corporation and that Yasmin Seyal, Corporate Treasurer, has been promoted to Senior Vice President, Finance, and will serve as acting Chief Financial Officer.

-26-

SIGNATURES

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 thereunto duly authorized.


		GENCORP INC.


Date	October 8, 2001	By /s/ Terry L. Hall

		Terry L. Hall Senior Vice President and Chief Operating Officer (Principal Financial Officer during the Quarter ended August 31, 2001)



Date	October 8, 2001	By /s/ William R. Phillips

		William R. Phillips Senior Vice President, Law; General Counsel and Secretary (Duly Authorized Officer)

EX-10 3 l90621aex10.txt EXHIBIT 10--AMENDMENT NO.2 TO CREDIT AGREEMENT 1 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 2 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 ---------------------------------------- --------------------- 2 3 ---------------------------- --------------------------------- 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 ---------------------------- --------------------------------- 3 4 ---------------------------- --------------------------------- 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 4 5 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 5 6 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: 6 7 "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 7 8 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. 8 9 (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 9 10 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")." 10 11 (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. 12 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 15 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 ------------- ------------------------------------------------- ------------------------------------------------------

10-Q 4 l90621ae10-q_pdf.pdf COURTESY COPY begin 644 l90621ae10-q_pdf.pdf M)5!$1BTQ+C(-)>+CS],-"C$P,B`P(&]B:@T\/"`-+TQI;F5A7!E("]#871A;&]G(`TO4&%G97,@.#@@,"!2(`TO2E0@ M,3`P(#`@4B`-/CX@#65N9&]B:@TQ,38@,"!O8FH-/#P@+U,@-#@Q("]&:6QT M97(@+T9L871E1&5C;V1E("],96YG=&@@,3$W(#`@4B`^/B`-O7OW M[NUEY:MWKUIU]R;$H!-'-%XJLS4O]=%D,5N8Y7GKT(0D*Z&E6UL5CI2H>B=Z MJ/6\B)IT2,17\L)6U99,%^.%GM%F\;0*^[6L3%86*%5)2>);,K'# M:I(;+[M7Q\$%+P,C+O%R6X4I[CAK6>%UE7K%66^3A7P.O*-8'E M3B$;&!@Z.AI8.CH8)#H:&!@U@`P&XPX04P+$9`0R&04C@$Q!5Y`H`TB420G$ M!#(X.AJ`B!&J&600@R!8&Q-<+8L'D!`%&R`!(Q@8-,#R:1U@VSQ`'(Z.#K)" M'@B"&)C]I@)I'B`6!(N4,?`R>C"P=*DTG&.=\^``[YV*7J?TAL``KA8/1Y>M M&4`5``$&`'%NL3<-96YD"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@ M,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-,3`U(#`@;V)J#3P\(`TO M4')O8U-E="!;("]01$8@+U1E>'0@72`-+T9O;G0@/#P@+T8R(#$P-R`P(%(@ M+T8V(#$P-B`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`Q,3$@,"!2(#X^ M(`T^/B`-96YD;V)J#3$P-B`P(&]B:@T\/"`-+U1Y<&4@+T9O;G0@#2]3=6)T M>7!E("]4>7!E,2`-+T9I7!E("]4>7!E,2`-+T9I"]1+W1H7!E("]%>'1'4W1A M=&4@#2]302!F86QS92`-+U--(#`N,#(@#2]/4"!F86QS92`-+T)'(#$Q-"`P M(%(@#2]50U(@,3$S(#`@4B`-+TA4("]$969A=6QT(`TO5%(@+TED96YT:71Y M(`T^/B`-96YD;V)J#3$Q,B`P(&]B:@T\/"`O1FEL=&5R("]&;&%T941E8V]D M92`O3&5N9W1H(#EM-JJB93 M94V]JENO;KUSZYQ3[QX<,S7!_Z%:"*!A$ER;TCF5Q<48@>/" MZKJ3'2XNKDXN+@N7J9+2UE)"JG/"JD\,(P2,*$)9CD)FV&'+;7#E!B6AF%%&/8GHUT8#R.P,GPU MO@>_CK\Q\3!9;9)H4FARCR?DA?(N\]Z8AIE>,OTWD4P\X%OQD_B#@EC!MT(' MX0DS*[-2LPES5_,T\]>?+/ZDR<+"8K/%;4L_RRZ1@RA=-#3):5+G9-GDLY-_ MF;)SRG/Q(G$G:4Z&6-E;';6:H,*HE];VUK=L%MODV+RU3;:]8[?6[@AM1D?1 MXQ*MY-54QZGUTYAIKE*15*2OY\9/B,]7Y_;]U`S\H4W5Y+^XQ5PA!3Q!6)OO MODVEPFZE3$`.(3(GU&+RW;PE;&4>V-6S8L\$6LVRK]U<,=71`TRLKA!RJ* MGQ`7H5@H"4FOJM2QY-NL*EU&Y68),K='TSZ;=3_F`E`#X/P3:YQ?6UA>4,7D M55<4M$FZZJLKC[+%16CLC0G1R3?BUL-S*BJUYJ^/!V%.;\T.G:Z;+=669&VC MD:DG,O=D1"F<+Q0@###Q$+!1;60`63O.^5(66&/YH]Y[]./`RE1U[/;PR-:= M=65[=^\N87;O*=E=+"DKR\_6ZO[L+V=%*89%:7CG4QYT&A91R-G9&=DC;QHQ MIY9]O8PY$]3K^TU\Q0%;M`1P/:C&:"A[.=AWG?D`@XU/>6>0+P7.+UX8;?&F M@8F]O^$^H[CJ?S?P9*;.%I8@7(]4,VE4YK#8)X`12?,`6Z01@TL;&?X83:?( MVO]/E`S_/558UXVWP2Y>&Y13,MC5+1!)LX"'WP4>#Z9D&577MAP\?3*Y+B%! MK8Y3-.MJ69%7F<;@EX9GP]<\:#!6A7&2%K(H@^[O;Q;`'K-@Z4R23HS1DCBP[4"K(0-8!J6`)YG)( M0S)6I*\VS#::H32::&X-#=5\[[3]G2PW*L@I1BM=B`S!D:MZ?86D69^L82?6 M"WRBBP*+&)&^GSO:A\/P4QZG@FG4CKV$+$I;&"U!.7SP@N7$^:^>#(_38.IZ MVV6>XT;DD,#4YA-=1QK[AR5@?MPYU#OT.* M^^0=<(3'U)WBX_FM6N'-V`H?->T=X>7$!"BN;I;H4G-5(<_RCX$K6'P/,\!V M08O\$$O^H_?&UT2C6)! MM^HF%Y@FKFB'W$%2R\6#CIK)!8;QT:V)0&(5-`O("\AS0$!JP7-,@%;>I%`N M'[)AA"@VFGZ:NS:$`W>7!_[<0PI"^?N_U']9PIYYGEU&;,_*SDJ6(`4?X6@G MD5M8DE59#^&4V MX+[C0<\JH2BCGC.]"+D'\.81V/,#CUMC\*90?@Y:@CY'832*'IL#YN#7"O,> M`+VX?WJ0)C,VF*D!T8\@`;]Z(8I`;=1XXV>?(F)SB,Q[91]XW2@_5E[.'CO> MNJ]9(JK4<"-]^&'.A\>M-=A3$WR^+BS\TX,YQ.53AQIZ))#`1QLF1H@>/L08 M9A!&-@91O?AJOV\?J.X$]Y,C$`,]%/D5"+>]UA,F-\Y'$*3"_?TGR#Z)MG>71KGSB M8P3.71$1[T:3`P^YF51GTY6_#[2L#9X7%*U0,UN.SKTV2(MJ-)!SCC.MQQM? M0.XH[_I6"LH.P"Q8`S$T>#H`@28A:T^$(3OWBT@(]%^N'#I]GBDNRE,'&S]] M?J0=7`<#E5Z8N6,GLTTC3X^53-\*9OV/CHX\`3L]"@DP;IEQ#6$W\,3?`<^& M#(>I\.ICVTC6(F3ZT2U]'POP^L.$S#8RZ9=WX=!PJF*HYR[])*!"D[6Q,#BZ M<4?3_X1#S'_#@70YP\5^-`$X7%\#Z\]R\]/P:L,*GF%=#156DK$_[@$JYGIL MT_@H:B)3&Q:_-%5MEZ[=5J3;)=3"AAJ!9I.^8W])U=Y*]B*8$5#-/^M`E&94 MQNKHZ-A=T8P6]@DF=AAS"`10#T)43XB@6U^C/0T=[5!Q6ELC!F(,\L<\0$"V M'#384(\*JC)]Z(D`P?+,;0N+C/AG`K(9U(>!.?.S9Z?;(?8_;%=[5!3G%<^Z MSGSFV)CH=GG,]LQ:\15C?<8`&O!%DOJ*BHH:DV,UU@A!(;(LLSQ$0!;V!8CR MV&49'@LJ;Q`47Z@)T5JI45'CLT9M3I.HM=F@N;.YF[;?L#:F)SWSWYSY[OW] MOON[OWO'1C\\5/RW*E!R,!'GVE_EL9&%=_!+]8,&8T:35I5X(N583"B''+Z0 M.6^I(;^5E^P#'39[!5]DMU9J5`=[^P0<+#^F..UXLPPHK5/ZKEU!\2D]STDK MU9F0R.C9F*P8BS%Q?N,4#C M_(5%KNG!'':BV;)@37IA$S\$"FF*-CC0`;O;:)9';G!6-[I42=(W$*:.8T>O M7;T9AVKP98NU0PM6`A-,M\V.M)(9@=60JF,CMFL*\VMX^,TO8]_^*?8;)#0]=58.+7JC2"+RDDH^ MYR".P"C3YV971G%P(+W+M'8X6P[-[<,:@)6&/]Q0JY(\J^%[->XRL.>-%>80 M#E\C'[RI>PLG!@$#\V`GC#E[GU<]AN$GQL[=HZUFL^`#)I&-RXXQ9GWX7N-H M#6Y"/YQ!"^Q?M^3D4FUX+R@W/]*H)!@`@:?L6GB/]-;:.O-Y7X,NC&E6163F*PC+]>)+[WTA+26U)Z=2SJ.'N@1R M^V>=\AH=E`UI;=*_Z:$(MQ+JI2[U%7OQ]0+Z:;M`;AE+TB(X[_MD96I:`O_' MFB_>TFQ)WBRD[4PI,VC3BVNV'=#L@=_F091/KOVY7W(KI\I"T2F5 MNY6>/CG6&A8_\MHP1;(Q^([`7LFIS*+@QQ%\3I\ZTTCAI8MD3IZ^ZCM."K(1 ML'D/,G86"J5SC,V[@@W=YJ-(I;D@7[?[FER-&ZZ=9PM\RLC4>T90,Z/YIG:J M#GE6R@G3!:K)O5E(.+QG(EZ5E,C@3(%M+S.N[M!Z%_V_Q!RU-T%:Z#W$.*5J M%IYOR#];*">@6\N_6A3T'T`*!U8)/Z:IJ;9'@S]$0S(&4V,-H4\P#L)DC(;1 MZ`_SM"T#43GJ2X@'`92WW&Y03DFAZE89 MK??E'<7I$7)-YUITP=D^PN&V9,=E#N83DTLTNS2/>\H[#FJ=99T=USG50U#A M2R>1Y]')PML1ZL9B:UTGC#9A$(Y'SK)1GV2U"3(%?%.$\?M^3L.S%*>J)]HB MZ]YM3;9'G3105OR$K[?R1Y8S4ZZ#7PQPFM(*B]6N MQ:\]I]3]Y`QT@:;D^DG'@4$FK>T?-M#1`LTR47H)VV2BGC&B>KTMH3QQ#ZZ' MG0''B\#/!1P'$S"T<@J/^UC5+8%I$,B,_0_R,@]6DVP:9 M>(:!::SJH7>-=%>];W?AR0[PS\5`RGN<*=A,77D-+9JG0]%[%]*^54K+Z%:M M9[>;C+JXK2N:%FLF3UJ&[-B>M5]%:6',M++H2&[%^Y$S4+,*_(X(O(ZMPTU, M%5M6Y*SDZXY%7]5`T/D'=[2P#N]5P#CNS\?KNQ[W3`YU\C5L?^-(_SB@J*B$ M:#=$5_XZ1%HEJH/STL7SG+3K8P(#]AIP0*76Q69#..,]PV9C...BDZAJCP@# M-!][<]G9N;I)LKH/$5ELG9)'5/2YX<=.I4=>WS!58"_FN)*'=$@LLN+HLP3IO0LDL.O$]@V4W/N>DZ?O,Z4S>,8KQ)?@;\SNN.&#@?7 M(-JZ9<\3!7+$5)[>,0G,WL,!#A:V2J?JKMKM1_/H9/C"%[/@AZG*'T+DF+3# MFW*;A^)7&`#?,*G[TZN<7,MA6ST-62&0DV9'=F-(8VC`<&S& MD=*O&&-IMM/.U5;L/&2C7Y@$\JG1OJ4AI&U,'[8>Q]\-HHDG2#,.HN*ON+$Y M*-#!GH85-R'F`KQMWU]F/[9KT$\>6N29K_0LE,%D4C#F%G,L)R0GZ;;PR""_ M[C3S^_N&Q@JNSF4]8:69/A'(*6.ER8WCZ#KP:@!.QA6OC]N^;7E.H`!I(ME@ MVYC7P(GU^RMK>1@,8^_C<*9,U[S"P,7&6U;GTMIUB61E09)]PR>X'/8$4'>8 M?_%>;=[)_,!GIGZ>>N$R&5">-.:WT#Q4 MB&W2[3;%;NF.4NJ%"/6<1&$^^FNPB)4BI">,PUM-DG`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`I'8(NNQ.W%C`KX$;R:C4 ML!VNM->G??"+3!9."*&STF-X+?U7])XWVHT^G-F$]Z+E%^'2MG(6W85KR(=5 M/5\2.4)[8;=A>(P9-'S63]@P6)\MDTGVWR]#_=K.%F'(A!ER>KB=;:^K;NAG\.Z@RZ[[7V$]IA[2A ME.^.0^AM!EL@871O&TM,A8WR'N3UGH:NN2I$)8O4G^_8G/+H#D/<NCH(+=S;&7(IA25NU;NZZ112*KDILUG!$-,N_M'! M1S#&]*'GC^&GXU!@R9AR,3#$['>(+!8D%@05-E!UO7UU>J:X2UU)C__<`]\Z MGU6K:F`=<'CHT=?YOF6%WE9BEI=Q9$"9RH!G=A#HS8<+D>.>P/B`F-?E6/C? M<@R=3W'AFQ2_B@?;5#D'+`L$6B3I0 MC2UB@(,;!G:L&$N#'SQW^O;Y)U;B!=YK5)QP>Y&Z&BMB"/(*_23^$C_I$CG0 M&XUZ$UU5F^_#(CG8+,W=K6&(Q5?Y?^-=5&**[VHUFULLHH;$&'D\%@MN**F3 MGZX8!&+I?#"_X7`W#=RT-V$@W;/2MPN6005G#"M0!"G%Y7V4=`+"T`& M[1)42LNRU4>4^$^@M=!W<4NS`#I!VJ(;H3D4E@'Z2[.5 M6=E*>08;'NMS(#I!JU_,?PSR<$?QOE+?C,#7'5568*1[BF6A["LQ.)BM]50R M\X%\:6/RU$ITUR^"2DZXMU!:>I'BOY]W?V9S]YUWK_S5/04<2%?XX&V!WX3] MG8TYPTYS5KC+]OU^*3$T]QWIF:@-S\>Y.L:!F((X_1`%3P+#V=$;P]417@Q* M!#M3-:&V%DGEP)&"A,(9"AI`I[D3=]XW!3[^+(H&7\JT`;G8(ID#*7K!H9*" M5C->=1B-J$[)`CHA\OAR1<,PG9?\&/UCY`SFSU*V\2O9,*=TW] M,C9\[6N89Z<\ZH,0:N+>=M^>R+CM-6Z%HCIB=1LYD6)[82\U(H;H& MN,LJL/I9#^([+,I>&K(WH0M^NY=LO>>Z)20P63@3T^]*K.N.VC^5G7$I@6D!XHPW?5EU7\KQ,=VE5F@YC? MW9"5YG3AJK<1QDX&&8DF^#6\3A+E>?`/`J60:,W3J'.RI`EUA^@_A7GM_WPL MZFH,2S1?C!.TI]<=CZ?V!C&0R,B$1B=89`=%<5EQ46$D76`8D9^B) MV?X'EV,L@:TLT8K>FA!$F7-;ZJBF^IZQTV?$'YEQIZF&^7?:[2;Q'"G%YX!!]7%3!._R.1TTPJWXY+&:]OQ\^0>K;:ABX+_1*Y2,*DM$H=3 MQ!F4">)R5%G9C.AH8D8B[95UU<3".VA%!FC5MFOW4,@`/OCV>%_-N:*>'F9@ M0+`1Z+4"0C)8?Z<)TH3.E M4-JR-+(%$4U`HT2,%V)BT(.)D'`PJ(G&TQOX<7#J?\#EG5Z^[[UW^+[O&;O( MYE)4U'*&+@`_9O.9A2$R,>:.NV@!53'XJ&/4+'3,E?Y"3/Q&1FW89?53G#\V M$51!+GR.O^?",ZG4+./T\$8/UP19=/>B7/PHX3-XW#)JU9']9LV`ECZ'M%>A M50K-YF"$G$JXI[T2_GT&7[0$3?,(*T+52C7DW@1BEIR,>6(I]G(&3]A]?:/5 M0*&?RA;>:^"H06]P4EHZ'4S?T0#6S+M,/LKG"2R$54##;V'>&XAR^0(NR00D M]9*5R8;%>CFL;N1Y+$/]#*DW6MM30J86\">LAFU:0[E0I=R$+%\HF5QB\P5T MGL&''3&'GAPP&RLOT-U3]1\B9#3ABD@#-3#X-#OD7*S\@4XJD0(5MZE[[1I; M/@,%$I[>&;&K@GQTT$]_A:.8%!"V+O\5EX4<7JPCYL6'J9-3C.(I&S9TD\:^ M-H.&+D%:A,,@9N-,X1`Y,2;U\N9,B>!D3?I0E- M7WM$0ZGM3685,=\9:WOUY<4ZD*]IZ9$X*TB>'G+E9V\[DR*9E*V&Y>(EH/(> M>["2'G/["0K1"A@33V$"^H/;4"864;SE/#,;%-`*-+)_2HK.1_#L;;$,TE`: M6)V/D7F MW&/DX$Z_M\>LX-F]_.YI'ND#H',J0/#M,RS>RXMW`E##9Z`'K*CSP3'GH7!E(#`@+T1O;6%I;B!;(#`@,2!=("]286YG92!;("TQ(#$@ M72`O0FETF4@6R`R-38@72`O3&5N9W1H(#4R M-R`O1FEL=&5R("]&;&%T941E8V]D92`^/B`-("(B(B0F)B8H*BHJ+"XN+ MC`R,C(T-C8V.#HZ.CP^/CY`0D)"1$9&1DA*2DI,3DY.4%)24E165E986EI:7 M%Y>7F!B8F)D9F9F:&IJ:FQN;FYPGI\?GY^@(*"@H2&AH:(B MHJ*C(Z.CI"2DI*4EI:6F)J:FIR>GIZ@HJ*BI*:FIJBJJJJLKJZNL+*RLK2VM MK:XNKJZO+Z^OL#"PL+$QL;&R,K*RLS.SL[0TM+2U-;6UMC:VMKX.+BX MN3FYN;HZNKJ[.[N[O#R\O+T]O;V^/KZ^OS^_O\!`P,#!0<'!PD+"PL-#P\/$ M1,3$Q47%Q<9&QL;'1\?'R$C(R,E)RWM[?7]_?X&#@X.%AX>'B8N+BXV/CX^1DY.3E9>7E MYF;FYN=GY^?H:.CHZ6GIZ>IJZNKK:^OK[&SL[.UM[>WN;N[N[V_O[_!P\/#Q MOKZ^WO[^_Q\ M_/S]??W]_G[^_O]___\"#`#GK#\0"F5N9'-T'EZ>WQ]?G^`@8*# MA(6&AXB)BHN,C8Z/D)&2DY25EI>8F9J;G)V>GZ"AHJ.DI::GJ*FJJZRMKJ^P ML;*SM+6VM[BYNKN\O;Z_P,'"P\3%QL?(R+CY.7FY^CIZNOL[>[O\/'R\_3U]O?X^?K[_/W^_P(,`*WV?X$*96YD M7!E("]4>7!E,4,@/CX@#7-T*G,/,Q, MU?R8'U/?5[>^.E7GJWM.W7,)D9581!"$8GE(4&BH_YRHI#2=\:,`?6K\.+J` M5XKX*03_@9CG)+R#%:^R<40?3'^WY=TG4JZ1^*?)]&NUH:#)#B[87YRBM%.( MI`0AJS,W']=H/-PUFH6?ZC/R#$F)&[/4L^)FJSV\O>:[C=>%[ZOW>/76J/WC M]1MTZL@\8Y8NS:@.2H_3&S+T!FV6+MY=K?9/355'C/]@5$?HC#I#MH"^[U2= M9%1KU5D&;;PN36M(4>L3U"%)Z?JLO`R=VG^%6IL>/U=O4"<)/..F#<:D^"2M M(4EG_#=W7.7[UW^)%A'"$4E%(IE89"L6V4\0N3B*%HE$`4ZB,I%HN>"5R$I$ MB>I%CPA;PH\P$B:B54R(%XDKQ6\E/I(*R8]6SE:'I/;2<&D+Z4E6D:\I+75% MYB-KD?U@K;%NM_YYPH8)O1/M)Q;92&VVV4ILPVQ/R&7R6CO";I?=]Y-F3]HS MZ;5]@$*F2%'TTJYT/7W5(<'A#N/,E#&O')NXIU#]J64-/RC`V:P('?K1=%%#E(H^L7+_*,NW\3+\#<9S/8JWT,#[+4S M^[N_XN3X!'AXCO-AON(1A*RX38?3C:^`9VQ$YYM!>A,4[!_3KP5\D9BV.N14 MOH7;4UU1K=S[N\)MD8LB]+DJ@8X^HS\1IT`J@2NCP4R4`;4X"7M8;PLFPQ:T MYRS4AU?6#H"9A;X;)Y]A?$$2NZT@X<[JSX\PI7=>ZZ,2X]9R\P#+J;"$.P3R8`O,D,``&)JAH M97$VEU.\/3%!N7KS#7!501[UQ`2*6V<:5^$<#D_C1`:_&,%IX`#J[\$;`F$G MVH#,908J7+&:DYL.C;KE$!`&LR1\V"%F5M'A6RK^UF8*JY&09E)[V]KVU"J[ M3#$&U1A#A9;&HZR<,_(3*;D)G/E0(`DX#U,DO`$2&2.Y0E]4.%6)5#Y4_U,/4Y`6W3"!>BORN(]*?G6 M7O[VD`*$$?$#DN[OX_09N2N)"(ORQ7QN:FZ".^2WT`P6]!#)-'PJ^O-ZL".T._ MU%3+Y`6'X9<>V)]#6,`#.'"3\,FC2QD\GX8N&(7!+.X$5<1?(;`3%E\`/[3J M7!Z=M[/0R)V$$)!?^'&_#&>.53(^II"PT"W78&UKS:7R M@0O+/^?H(?0#*UW_OKKRRCJ./EM745M= M5[,&5Z'UFIDY,IC)5S*/3->O7JL+Q;59N]:4YG,[=F<4YRN7Y]^':>/I%%(( M,\%7\1A\)].-C_]G%NE8N&,UCNL$_)B`=PIXO)#1*R8S^'7QO\TAOAKUD8PN M,S/19?EMZW]&(W_024^B8:PGS6]KTN<[G`T08Z:2*J(K.]GZ^F[+(`>;R-J4 M%O\,-CEO=V@Q9X`'U%@I;&?^#B5OL$0JKS*9#2UPHQF:F@UFQ5OP!`UX(P=^ M=#HTP$NFF:0WW2Q]O@5=V;"">2C6YM7W<'RYU<'R\J9S2CI[Z$#XLNF;M,BJ ML'S,FH%[))T&B55W1IZR0+KT+JSE*BBZ_<1>D#:!A`4-QE9%I3-ZA5)=S8]?); M%GR[X".8`>13M/9LY\Q0D$$:"HNR,S(7G_508@).0PW&X&>@0"_8"@X/KS^Y MJQJWS]#.OVT3!+X2=LC7$$"GUCI"/PG5-<((:2"$!7<-!&`KAWTDW6"@NDI. MEH6Q8X540DYZ"$>G0AE_BSFP>[?YAA+\#F*2!G=\O!*MHHOV'5>]M_`HG&N# MEK;W%OZ+ZVJ-BNHZHYE%[CV8-$BYCN*=YEZB\566;=.H:#2+2,0'$/")Q(A+ MJR)$&&`09Q0018:981Z`$$!>"G-AR/#TP=M'`*VU0,+#N)*(5O`1TU@UU/:[ MXYFN]EP@6:[^G3DS^]O[^_;^SED"2RJ!%A@UTU#LX.6_$/TH6K]1RS%JE7@; MG8,]%&F<=]"<^`6*`$U!"P\9Z,FE&/SK`KX2'L;3R=@]+-[;Y`K)J+DTJPL4 M@RH\JX(P#G=^3;MM)0-QY27`A0(@*_.$N2,!MNO/OPRH`J>`_"V[S7TLI"#P M*/9;EL\+\%!%IRQ/7H7=S:[,DPD48O^JH-GEG)6`]-!N@#2U8!)$5.O1"/YP M&?X0(3"B0R=MEQ]5=+^NQA#(SD([DV+>Q1NT8!Z$#\X1*\WAF.>3#>+_OT'1 MF".Y_#'V@U>Q/UAX1AP%A:VN@P<&W;9:KI_@""KAUMD.=D'V+\),"TM<'$9! M'GHB,NL:*VI0;ZNEV<()^)$*M>C;"%&\&VMA-^IK,[=(GS]0H29=LR%`$F#] M_HS0="+``P&%YD1D_86%PZ#%AU%PA"Y4$N81P09!:8?5OZ80*)/?Q<15\Q MM&2N89U?H&CCIH#8I),EG*W*<);M^OA4HG)7XN;#923X?CL&Z`RLX\2U:+3& M="5K@O-X$5,DMI\):N+%+H0ZG0\[^8:K-VDOFXH1-.J0/ M-I`#]]'$_#I>$3R>PQ(FSN$!:KF2QE3XIJ786[$V,;>#%Z/1/;MI0)+W)Q5J M'0=A&B68&/VF=(Z)4XDWD1O43;!XWB3:X/,P.(19.G$@XYWR/2WB!^V,*W%TT$MT"MS#Y8-L>+;)'(T MX@;G601ZOPH-:PL^#6%QMP'AIZ(OA?>IZ,)B_>INGFEU*M&Z MV/20=&Y\[!V>M;)Z,O/_!G\7<:9CKAR\&O$J/'>1%J=B7^RKA=11F-L(J\"+ MKWT5;\&+\9M8B2-@`9Y#;G>[8`',@0A0DGOFFW@+/^Y7>SUTUQ._/B53_1[) MU\>DYE&!7IVG,0^S$(S`TW3)U-/@>JLU?[">)!T.*%K.D;7/#*O0%QEVO0_K M#$:;4HZDIG'I&8;,;<==F<>0*7XK+S<5%M8I;C?LQ31VWZ'$;YAY0@*O@HWJ M4X2(QR011L.T.I1XBEQ[4*V-5S":H`]K'^SEP?OL3V07^[$_5SO))@E/^P8O M@,6?<.2ZXC<(8<9\1>_%O,H!'C]UG/M9$)[1O*P).3LIR\32.E\#%Z6,`NGN M%@B^S#"IN5I\++=GF_.[%+?.[YR+IV]-Q#,R>3$0WY"G)IM*4W@<#F>HSI(Q M.TQEF6%8@2-S_8D2Q%TZNV&Q),-[:OV:XV02'@IH8L0@K`K!;MQ'P2[:S8LT MD+5[U%>K048"Y/7UGS/W18T8*X>8&*3)R$@^H-Q>NUS!?(,W1N/?!(<;%X/O M,O[+_51O='O"6O9(QGS\*^GVP&P`ZIF:5V)C-5V.T:1OZEG&0J\;\ULMHJV$*H;[:YB,36 M*[,3S'=9T8KZ=6,9I_`BUVK:`.&4\S&MQ^%4-7T*%HUE#V2Y.JW()\'@)\VZ M@\RZYH)#)LC^`>_"S187QP8I:N)4](BN("J8/!E0H`$O)+UXVPC<%0Y&):OV M62;RH%M;:?!A\2C"KU1&-N_E-O;^H&U17!LMZ[S(-[6>O/]G%H907T5^5R[I MET4RE*S8L7(2(XH(KJ_6[6'51^/3#G"8P;?Q#.BGC@GJIC+V3(7QKY*C[ZM0 MA*W:L2_E7<7EG6=F.D&#W(..GXG>)2]""477XJYR_2_B)+^ M.D!%UQGJ,__$'M0=U1_CL`M^1!EH+QBAM&7'K05L7;5I/.1[5:C#D'^T,+'> MVQ-/P5?)(?PZ_(?2Y>OS\]E&F[E!.M5.(E_[V;&23R#2^<331D.`&$F=H&&% M,U**C^WBDX+& MG"04L;:"G'X"<$^%+NFM.[/3(!#?]<3ST-($PVHIKIZ2S7HBT7R'A2`$FZ#G M5$UU5AG!2>D)'!2GU7@(,![G8G-Q=`XK61FNMC<=;K\B34@[$12GV)3?81Y]45V3S;EXI->*< M3EACE0T!#SXPSZ7$X25O2"_3;6>=_RQ`WW53.]HZ4NT*6/85><%4QV M_]21MV#:=WWG>MND&KL3*\37NDF51*OYI$J>N<`DB_9F^4:SH;J*%8?P_@34 MI3N=&DF<"]R)7\L6V M[^5'(]:'+S?"]*N/3SX8["X/SN2DJH<@I!$6287SP,)4%_A?W54?%-5UQ4,( M>XFQ5'=Y!M\F[R7.F%`_HK;&CQ%%@XW5)@&%@*`N()H56,6P+"[K\KD+^^"] M99=O4(3=?2S@\F$JRD>!,2BI3&.4FIA&VSHUU8E:&Z6Q9M+[UG2FG4S_ MV'DS>^\]Y]S?^=US?F<-]%+`]+@_ZFW,-E0Q-0?Y!$$7_!U>0>48#R3'J)<8 MIO[*L>!4C'$%1"&^I<9H^5(AA^DAS^MD^3WOOY$;?>WAK M!9Z_B-F1/(YO*>)SN'0;"75O%YDW9]_J`-W')3YEQ]\B2&D.@^>(OE)_<$-U M?Z/JGT52KK2`^AC/0ZK[1B;%>G&1"7B'`*"_+%)PD>#/`!DH^D4KB^YM9$!`\ M&^&+2T@QQ.YBH`?'Z=%I2Q-'N%F-DDPVK9710ZF(]CBY3@\-K:BV?Z1O3(C+ M8G`9^B#?E,&1]4(4,D,1'RO$+V&9\B(LPZ\1`MV%&I':Y["X?;0T1[;[&^LQ MJX;&OT6[3)RVA)RS(-5RG"!-DR$LI2M]J+^G>Z`_O3=%DZ%-)=#?Q,D^Z5]^ MDSO@)P/$Z@)B]3$T2JD4UN@5O5Q'11Q-!$.J)3V-.R0<9XYY6MIH5U[WWM0C MNJQ-U[/.PZ\%"!]G5.%XB02R%Q_QTDN\'"!>,F4O,C0_]T"L&/`'&98ZV79& MCF+86E]^A+84$H7'X%`<&B1%X6@]&N9W%[$$&+U%FR;'+Z)=U;;:`3)B(8]X M']-!]>9&8Q%]-(O+)\L%(K)8A:9B%L>#R^L;&W:?F-_A:7'T50?[\9H.%@,N M$Z]^G(I]G:QT&^_0HQ'[#TZ*GCHABFZ#/X%:47GU:?[D7^A+JI'I\R*5*/"^ M-AH@']A%@KOV-##5H'2*L,O.^T1_6%_YPUJ50D)A2"B#_E#Z2ALM M?B[\B&-D__]E6;Y/6B\7C==A!:FCL!'R*%`XO[TVT1R#W\`JRZJWU_'?P3,, M?GT>GOZ(/*\-&N.[:.,,$SUS'?=1NNZ[V!@VOHHR>CL,7U%-W[L!: M6!4^N7K=04V&20;YSY_)-QLJK3'OIV?*T=[BXCWRS;Q(]B?"NC%I85=`#[Q& MO)&DW_\'93=MCU=OS;H"\VXVP.R;0ZZT-!;B9TY3VFICY3`M?6-&ZV.#NK3[ MVA+4>-$&/!?/PI&WWWK8.5(_>(;%+/IE'A=73/I?*QF@LG@1QF'AF[?(E6Z2 M+#3"L$B]5UEX;()6=<)V],6`^QBCFNBJB/E$/=ITQBN:Q[9LTT3KX5;?A+MR@8*$!63A; M89YQKWLWT7#+?A7S"Q:_`255R^B#N=I$6;@%ZA^WE[)9>&V;HK6NJJ:^]LJA M4?7=3W]WGR5)7H,+8M+87VV M8LLB37*\)OCP.?P5RA4?DHC%)TX3<,,WJ-'/?["0>3T*60T9F?O5\=5]'>P\`V. MT:,SUIK"-)K,1YM[WIZZ/'2FK5/N:<;QEB8!?MH8'%*=*R6(2I>T#R^&Q;*0 MDO+DDK%8KVBK.,EGT@4VL]7$1.%M$9`<5.+A*QVTIU7HKF1$7*E';38GWY!3 M57CR7??[,!N/A'D5L%)ZI76TR2[*LLAO/4":!'7@=()L5ZU7='"MY9FT82=^ MX7`D>3]YUU-AGHMVN>U>.S%:H$!2R3%C8/--E;'/-#"'_#,4SUX!$H3WC$A@['?!%'D&;!-53D MTOD\OVD)8VZ)O=Y,!)-#?'K==EM-2?.'$(H3P\CCB^0JDLN"];!>1"8A@V^C M6R>NMW@87U)S;JTYN,%8=;24/IIC,U3(U8`0+W5<^HNH//Y?4.?\#]3FLH)2 M$[,%QT7!NT$E[B)O'2VV"WY4?@SU<%A>?)#!FAV=KBXL:W"RCDIG+7VBJ%L3 M7;HS/[-]SZ5[KG&8/\K`SZ176T:;[>Y*63;#UCL!_!-S((C/K7ABOH-"C"W3 M:XYA4X,"7-4SADJ4WR3%UX&F*1@?$B1]#6!?$&:'2%SH M]&+JWP@W<_P*96YD'0@72`-+T9O;G0@/#P@ M+T8R(#$P-R`P(%(@+T8X(#@R(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q M(#$Q,2`P(%(@/CX@#3X^(`UE;F1O8FH-,R`P(&]B:@T\/"`O3&5N9W1H(#,W M.#(@/CX@#7-T65R($ED96YT:69I8V%T:6]N($YO+EPI*5U42@HQ,B`P M(#`@,3(@,C4N-C4@-S`T+CDW,#$@5&T**"`I5&H*,3`N-3(@+3$N,3(@5$0* M*"`I5&H*,3`N,#"`U,S2!C:&5C:R!M87)K('=H971H97(@=&AE(')E9VES=')A M;G0@7"@Q7"D@:&%S(&9I;&5D(&%L;"!R97!O7,N("`@("!915,I M+3,W,B@@(%@@("E=5$H*150*,S4S+C(U(#0Y-BXQ-R!M"C,W,2XP,2`T.38N M,3<@;`I3"D)4"C$P+C`W.2`P(#`@,3`N,#7!E("]086=E(`TO4&%R96YT(#@W(#`@4B`-+U)E7-I&AI M8FET'0@72`-+T9O;G0@/#P@+T8R(#$P-R`P(%(@+T8V(#$P-B`P M(%(@+T8X(#@R(#`@4B`O1CD@.#,@,"!2(#X^(`TO17AT1U-T871E(#P\("]' M4S$@,3$Q(#`@4B`^/B`-/CX@#65N9&]B:@TY(#`@;V)J#3P\("],96YG=&@@ M,3&5S*2TR.#2P@<&QA;G0@86YD(&5Q=6EP;65N="P@;F5T M*2TR-S$P,2XW*"`I+3$V,S$N,2@@*5U42@HO1CD@,2!49@HT,RXX,S6%B;&4I5&H*-#`N.3,R-2`P(%1$"C$N-C,Q M,2!48PHH("`I5&H*+T8Y(#$@5&8*,RXT,#4Q(#`N,#0W-B!41`HP(%1C"B@V M."E4:@HO1C@@,2!49@HQ+C`P,#$@+3`N,#0W-B!41`HP+C(W,SD@5&,*6R@@ M*2TQ-32!I;G1E"!);G1E2!&:6YA M;F-I;F<@06-T:79I=&EE'0@72`-+T9O M;G0@/#P@+T8R(#$P-R`P(%(@+T8V(#$P-B`P(%(@+T8X(#@R(#`@4B`O1CD@ M.#,@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,3$Q(#`@4B`^/B`-/CX@ M#65N9&]B:@TQ."`P(&]B:@T\/"`O3&5N9W1H(#@U-C8@/CX@#7-T&-H86YG92!#;VUM:7-S:6]N M+B`I5&H*,"`M,BXU,C0@5$0**"`@("`@06QL(&YOF5D+"!O9B!T M:&]S92!T;R!B92!E>'!E8W1E9"!F;W(@=&AE(&9U;&P@9FES8V%L('EE87(N M("E4:@HP("TR+C4R-"!41`HH("`@("!4:&4@<')E<&%R871I;VX@;V8@9FEN M86YC:6%L('-T871E;65N=',@:6X@8V]N9F]R;6ET>2!W:71H(&%C8V]U;G1I M;F<@<')I;F-I<&QE7!E("]086=E(`TO4&%R96YT(#@W(#`@4B`-+U)E"!;(#`@,"`V,3(@,3`P M."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^ M(`UE;F1O8FH-,C`@,"!O8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`Q,3$@,"!2(#X^ M(`T^/B`-96YD;V)J#3(Q(#`@;V)J#3P\("],96YG=&@@.3,X."`^/B`-"!) M;G1E&EM871E;'D@)#(P.2!M:6QL:6]N+B!4:&4@<'5R M8VAA2!U;F1E2!R97-E2!E;7!L M;WEE92`I5&H*+30Y+C,Q.#4@+3$N,3$Y,B!41`HH=&5R;6EN871I;VYS+"!A M2`D,C4@;6EL;&EO;B!O9B!W:&EC:"!A<'!R;WAI;6%T M96QY("0R(&UI;&QI;VX@:&%S(&)E92E4:@HU,"XX,C0T(#`@5$0**&X@:6YC M=7)R960@*51J"BTU,"XX,C0T("TQ+C$Q.3$@5$0**'1O(&1A=&4N($YE9V]T M:6%T:6]N&ET('!L86X@:&%S(&)E96X@9BE4:@HT.2XW-C$U(#`@5$0* M*&EN86QI>F5D+B`I5&H*+30Y+C"!!8W%U:7-I=&EO;B!A;F0@:6YC=7)R86YC92!O9B!A9&1I=&EO;F%L(&1E M8G0@97%U86P@=&\@=&AE('!U&-E<'0@<&5R('-H87)E(&%M;W5N='-<*2E4:@HW M+C0S.2`P(#`@-RXT,SD@,SDX+C$S(#DP-2XS-S`Q(%1M"C`N,38Y-"!48PI; M*"`I+32X@1G5R=&AE2!A;FYO M=6YC960@=&AA="!!97)O:F5T(&AA9"!S:6=N960@82!D969I;FET:79E(&%G MG5S82P@0V%L:69O2!R96-O"!O M2E4:@HO1C(@,2!49@HR.2XR-CDS(#`@5$0**)(I5&H*+T8X(#$@ M5&8*,"XS,S,@,"!41`HH&EM871E;'D@-S8P(&5M<&QO>65E('!O2!C;VUP;&5T92!B>2!T:&4@ M96YD(&]F('1H92!#;VUP86YY*51J"B]&,B`Q(%1F"C0T+C0Y,B`P(%1$"BB2 M*51J"B]&."`Q(%1F"C`N,S,S(#`@5$0**',@9FES8V%L('EE87(@,C`P,2X@ M5&AE("E4:@HM-#0N.#(T.2`M,2XQ,3DR(%1$"BAR97-T65E(&)E;F5F:70@8V]S*51J"C4Q+C0X-#,@,"!41`HH=',N(%1H M92`I5&H*+34Q+C0X-#,@+3$N,3$Y,B!41`HH8F%L86YC92!O9B!T:&4@2!F;W(@=&AE(&1I'!E;F1I='5R92E4:@HT.2XX,3@U(#`@5$0**',@9F]R("E4 M:@HM-#DN.#$X-2`M,2XQ,3DR(%1$"BAR97-T2`D-"!M:6QL:6]N+B`I M5&H*+T8Y(#$@5&8*,"`M,BXU.34U(%1$"BA.;W1E($8@*51J"B]&-B`Q(%1F M"C,N,3`Y-R`P(%1$"BB7*51J"B]&.2`Q(%1F"C`N.3DY.2`P(%1$"B@@0VAA M;F=E(&EN($%C8V]U;G1I;F<@4')I;F-I<&QE*51J"B]&."`Q(%1F"BTT+C$P M.38@+3(N-3'!E8W1E9"!R971U'0@72`-+T9O;G0@/#P@+T8R(#$P-R`P(%(@+T8V(#$P-B`P M(%(@+T8X(#@R(#`@4B`O1CD@.#,@,"!2(#X^(`TO17AT1U-T871E(#P\("]' M4S$@,3$Q(#`@4B`^/B`-/CX@#65N9&]B:@TR-R`P(&]B:@T\/"`O3&5N9W1H M(#DU,3@@/CX@#7-TF5D(&=A:6YS(&%N9"!L;W-S97,@ M8W)E871E9"!U;F1E2!B971W965N(&9A:7(@=F%L=64@86YD(&UA2`Q,2!Y96%R'!E8W1E9"!Y96%R+65N9"`I M5&H*+30P+C(Q-#0@+3$N,3$Y,B!41`HH:6YV96YT;W)Y+B!#;VUP;VYE;G1S M(&]F(&EN=F5N=&]R>2!A&EM871E(')E<&QA8V5M M96YT(&-O2!A M;F0@97%U:7!M96YT*2TU-CDT+CDH("DM,34U.2XW*"`I751*"B]&.2`Q(%1F M"C$Y+C`R-38@,"XP-#2!E;G1E2!T;R!F:6YA;F-E('1H92!A8W%U:7-I=&EO;B!O9B!T:&4@1')A9G1E>"!B M=7-I;F5S2`I5&H*+34P+C4V.30@+3$N,3$Y,B!41`HH8V]N'!I'0@72`-+T9O;G0@/#P@+T8R(#$P-R`P M(%(@+T8V(#$P-B`P(%(@+T8X(#@R(#`@4B`O1CD@.#,@,"!2(#X^(`TO17AT M1U-T871E(#P\("]'4S$@,3$Q(#`@4B`^/B`-/CX@#65N9&]B:@TS,"`P(&]B M:@T\/"`O3&5N9W1H(#4X-3<@/CX@#7-T6UE;G0@<')O=FES:6]N M2!R871E('!L=7,@ M,2XW-2`I5&H*+T8R(#$@5&8*,3DN,3@W,R`P(%1$"BB7*51J"B]&."`Q(%1F M"C`N.3DY.2`P(%1$"B@@,RXR-2!P97)C96YT(&1E<&5N9&EN9R!O;B!T:&4@ M0V]M<&%N>2E4:@HO1C(@,2!49@HQ-BXT-C@U(#`@5$0**)(I5&H*+T8X(#$@ M5&8*,"XS,S,@,"!41`HH2!P87ES(&$@8V]M;6ET M;65N="!F964@*51J"C4R+C0P,C,@,"!41`HH9F]R("E4:@HM-3(N-#`R,R`M M,2XQ,3DR(%1$"BAU;G5S960@879A:6QA8FQE(&9U;F1S(&%N9"!T:&4@86UO M=6YT(&%V86EL86)L92!U;F1E65A2!W:71H('1H92!R96UA:6YD97(@9'5E('1H M97)E869T97(N(%1H92!.97<@1F%C:6QI='D@8V]N=&%I;G,@8V5R=&%I;B!R M97-T2!F;W(@8V5R=&%I*51J"C0Y+C`T,C8@,"!41`HH M;B`I5&H*+30Y+C`T,C8@+3$N,3$Y,B!41`HH9V]V97)N;65N=&%L(&]V97)S M:6=H="!C;W-T2!A="!P2X@*51J"BTT.2XV,C4U("TQ+C$Q.3(@5$0* M*%!R96QI;6EN87)I;'DL($%E65A'!E8W0I5&H*-3$N-#(Y M,R`P(%1$"BAE9"!T;R!B92`I5&H*+34Q+C0R.3,@+3$N,3$Y,B!41`HH:6YC M=7)R960@;W9E2`R,#`P+B!4:&4@86=E M;F-I97,@:&%V92!N;W<@86-C97!T960@=&AE(')E<&]R="!A7!E("]086=E(`TO4&%R96YT(#@Y M(#`@4B`-+U)E"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@ M,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-,S(@,"!O8FH-/#P@#2]0 M2`S+#(P,"!A8W)E2!F2!A9V5N8VEEG5S82!F86-I;&ET>2P@:&%S(&)E96X@ M;F%M960@8GD@=&AE(%5N:71E9"!3=&%T97,@16YV:7)O;FUE;G1A;"!02!<*$5005PI(&%S(&$@<&]T96YT*51J"C4Q+C,T.3,@ M,"!41`HH:6%L;'D@*51J"BTU,2XS-#DS("TQ+C$Q.3(@5$0**')E2!3=7!E2!63T-S(&ES('!R:6YC:7!A;&QY('5P9W)A9&EE;G0@;V8@065R M;VIE="E4:@HO1C(@,2!49@HS,BXV,#0@,"!41`HHDBE4:@HO1C@@,2!49@HP M+C,S,R`P(%1$"BAS('!R;W!E2!T:&4@15!!+B!! M97)O:F5T(&-O;G1EF5R('5S960@:6X@86=R:6-U;'1U2!!97)O:F5T(&EN('1H92!S86UE('1I;64@<&5R:6]D+B!) M;B!A9&1I=&EO;BP@;F5W(')E9W5L871O&%N92!R97%U:7)E(&%D9&ET:6]N86P@ M=')E871M96YT+B!!97)O:F5T(&UA>2!B92!A(&UI;F]R(&-O;G1R:6)U=&]R M(&]F('1H:7,@8VAE;6EC86PN($%E2P@=VAI8V@@=V%S(&%C8V5P=&5D(&)Y M('1H92!A9V5N8WD@87,@82!B87-I&%N92P@=V%S(')E M8V5N=&QY(&%C8V5P=&5D(&EN($IA;G5A2!T:&4@0V%L:69O M7-T96US+B`I5&H*,"`M,BXU,C0@5$0**"`@("`@ M4VEN8V4@7!E("]086=E(`TO4&%R96YT(#@Y(#`@4B`-+U)E"!;(#`@ M,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T M871E(#`@#3X^(`UE;F1O8FH-,S4@,"!O8FH-/#P@#2]0F5D('=I=&@@=&AE(&QO8V%L('=A=&5R M(&5N=&ET:65S+"!T:&ES(&ES2!B92!M;V]T+B`I5&H*,"`M,BXU M,C0Q(%1$"B@@("`@($]N($%P2!7871E2!!=71H;W)I='D@06-T('-E8W1I;VX@ M-#`W7"AC7"DN($EN($YO=F5M8F5R(#(P,#`L('1H92!,82!0=65N=&4@5F%L M;&5Y(%=A=&5R($1I6]R2E4:@HT.2XW,#DU M(#`@5$0**"!C;&%I;7,@*51J"BTT.2XW,#DU("TQ+C$Q.3(@5$0**&%G86EN M2!T:&4@15!!(&EN M('1H92!504\@:6X@2G5L>2`R,#`Q+B!4:&4@=&AI2`Q-BP@,C`P,"P@065R;VIE="!W87,@2!T:&4@57!P97(@4V%N($=A8G)I96P@5F%L;&5Y($UU;FEC:7!A;"!7 M871E2`Q.2P@,C`I M5&H*-3$N-#,R,R`P(%1$"B@P,"P@2!7871E2!<*%=105PI(&EN M('1H92`I5&H*-3$N-3DX,R`P(%1$"BA5;FET960@*51J"BTU,2XU.3@S("TQ M+C$Q.3(@5$0**%-T871E2!T;R!63T,@8V]N M=&%M:6YA=&EO;BE4:@HU,2XY,#4S(#`@5$0**"!T:&%T("E4:@HM-3$N.3`U M,R`M,2XQ,3DQ(%1$"BAU;'1I;6%T96QY('-H;W5L9"!B92!B;W)N92!M;W-T M;'D@8GD@;W1H97(@4%)02!S970@9F]R('1R:6%L(&EN('1H92!3<')I M;F<@;V8@,C`P,BX@*51J"C(W+C`P,C8@+3(N-CDP-R!41`HH+3$R+2E4:@I% M5`IE;F1S=')E86T-96YD;V)J#3,W(#`@;V)J#3P\(`TO5'EP92`O4&%G92`- M+U!A'0@72`-+T9O;G0@/#P@+T8X M(#@R(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#$Q,2`P(%(@/CX@#3X^ M(`UE;F1O8FH-,SD@,"!O8FH-/#P@+TQE;F=T:"`U.3(T(#X^(`US=')E86T- M"C$@9PHO1U,Q(&=S"C$@:2`*,3@N,C$@.3@Y+C@U(#4W-2XW-B`M-30S+C$R M(')E"F8*0E0*+T8X(#$@5&8*,3(@,"`P(#$R(#(U+C8U(#DW.2XP-2!4;0HP M(&<*,"!48PHP(%1W"B@@("`@("`@("`@("`@("`@("`I5&H*,3`N,#6]R2!C875S960@8GD@065R;VIE="!A;F0@ M;W1H97(@:6YD=7-T2!7 M871E2!I6]R2!N965D M&5C=71E9"!B971W965N('-E M=F5N(&]F('1H92!3<&5C:6%L($YO=&EC92!04E!S+"`I5&H*5"H**&EN8VQU M9&EN9R!!97)O:F5T+"!A;F0@=&AE(%=A=&5R;6%S=&5R(&%N9"!C97)T86EN M(&QO8V%L('!U6]R6]R"!04E!S("E4:@I4*@HH<')O=FED960@82!T;W1A M;"!O9B`D-"!M:6QL:6]N(&EN(&EM;65D:6%T92!F=6YD:6YG('1O(&-O=F5R M(&5X<&5N2!#;W5N='D@5V%T97(@1&ES=')I8W0N(%1H92!-3U4@<')O=FED960@ M9F]R(&$@2!O9B!A;&P@=&AE('=A=&5R(&5N=&ET>2!L:71I9V%T:6]N M('!E;F1I;F<@=&AE(&YE9V]T:6%T:2E4:@HU,"XX,C(T(#`@5$0**&]N(&]F M(&$@*51J"BTU,"XX,C(T("TQ+C$Q.3$@5$0**$1E9FEN:71I=F4@06=R965M M96YT(&]N('1H92!P2!R96%C:&5D(&%G2!!=71H;W)I='D@=VET:&1R97<@9G)O;2!T:&4@;F5G;W1I871I M;VYS(&]N(&5X<&ER871I;VX@;V8@=&AE(&QI=&EG871I;VX@2P@:70@ M:&%S(&EN9&EC871E9"E4:@HT.2XW.32!A;B!E:6=H=&@@4%)07"DL(&EN8VQU9&EN9R!!97)O:F5T M+"!W:6QL('!R;W9I9&4@*51J"C4R+C(Y-3,@,"!41`HH;VYE("E4:@HM-3(N M,CDU,R`M,2XQ,3DR(%1$"BAH=6YD'1R86-T:6]N(&%N9"!T2P@*51J"BTU,2XS-S0S("TQ M+C$Q.3(@5$0**&QI=&EG871E('1H92!F:6YA;"!A;&QO8V%T:6]N(&]F(&-O M2!F:6QE9"!A(&-O;7!L86EN="!I;B!T:&4@56YI=&5D(%-T M871E%PI+"!U M;F1E'1'4W1A=&4@/#P@+T=3,2`Q,3$@,"!2(#X^(`T^/B`-96YD M;V)J#30R(#`@;V)J#3P\("],96YG=&@@-C`Q,R`^/B`-2!A=F%I;&%B;&4L M(&UA;F%G96UE;G0@8F5L:65V97,@=&AA="!E2!T:&4@15!!+"!T M:&4@56YI=&5D(%-T871E2!R97-P;VYS:6)L92!P87)T>2!<*%!24%PI+B!4:&%T(&1E8VES M:6]N('=A2`Q.3DW+"!T M:&4@56YI=&5D(%-T871E2`I5&H*+34Q+C8U-#,@+3$N,3$Y,B!41`HH,3DY M.2X@069T97(@82!-87D@."P@,C`P,"!H96%R:6YG+"!T:&4@8V]U2`R,#`P+B!/;B!!=6=U'1'4W1A=&4@/#P@+T=3,2`Q,3$@,"!2(#X^(`T^/B`-96YD;V)J#30U M(#`@;V)J#3P\("],96YG=&@@-32P@=&]G971H97(@=VET:"!A;B!A9'9A;F-E(&%G MFEN9R`I5&H*+34P M+C2!O9B!C97)T86EN M(&9A8VEL:71Y(&1E;6]L:71I;VX@8V]S=',N("E4:@HP("TR+C4R-#$@5$0* M*"`@("`@1'5R:6YG('1H92!Y96%R(&5N9&5D($YO=F5M8F5R(#,P+"`Q.3DY M+"!!97)O:F5T(&5N=&5R960@:6YT;R!A('-E='1L96UE;G0@86=R965M96YT M(&-O=F5R:6YG(&-E&EM871E;'D@)#DR(&UI;&QI M;VXN(%5N9&5R('1H92!T97)M2!"4$]5 M+"!A;F0@2!T:&4@15!!(&%N9"!T:&4@4W1A=&4N($5S M=&EM871E2!"4$]5 M(')E;65D:6%T:6]N('=E6]R(&YE9V]T:6%T:6]N2!A9&1I=&EO;F%L(&QI86)I;&ET>2!F;W(@:71S('!O M6]R('!A2!H87,@82!R96UA:6YI;F<@2E4:@HO1C(@,2!49@HS+C@X.#8@ M,"!41`HHDBE4:@HO1C@@,2!49@HP+C,S,R`P(%1$"BAS(&)E2X@3VX@2F%N=6%R>2`R,BP@,C`P M,2P@065R;VIE="!F:6QE9"!A;B!A<'!E86P@*51J"BTR-BXQ,S(V("TQ+C$Q M.3(@5$0**&]F('1H92!O2!S965K('-I;6EL87(@:6YV97-T:6=A M=&EO;G,@8GD@*51J"BTS,2XV,S0Q("TQ+C$Q.3(@5$0**&QE2`R,2P@,C`P,2P@065R;VIE M="!R96-E:79E9"!A(&=E;F5R86P@;F]T:6-E(&QE='1E2`R,2!O=&AE'1E;G0@;V8@2E4:@HO1C(@,2!49@HS,"XR M-S$S(#`@5$0**)(I5&H*+T8X(#$@5&8*,"XS,S,@,"!41`HH2!C;W-T2!M861E(&)A2!O9B!I=',@8V]S=',@9G)O;2!I=',@:6YS=7)E2!A M=F%I;&%B;&4@:6YF;W)M871I;VXL('1H870@2!C;VYC97)N:6YG(&)O=&@@ M=&AE(&%M;W5N="!A;F0@=&EM:6YG(&]F(&9U='5R92!E>'!E;F1I='5R92E4 M:@HU,2XP-S`T(#`@5$0**',@86YD("E4:@HM-3$N,#2P@3VAI;RX@26X@,3DY,RP@1V5N0V]R<"!S;W5G:'0@9&5C;&%R871O2!B M96QI979E2!O9B!T:&]S92!R96UE9&EA=&EO;B!C;W-T M2!R96=A2!W:&EC M:"!M87D@=6QT:6UA=&5L>2!B92!I;F-U2!A9F9E8W0@=&AE(&-O;G-O M;&ED871E9"!F:6YA;F-I86P@8V]N9&ET:6]N(&]F('1H92!#;VUP86YY+B`I M5&H*,C7!E("]086=E(`TO4&%R96YT(#@Y(#`@ M4B`-+U)E"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P M."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH--3`@,"!O8FH-/#P@#2]0'1'4W1A=&4@ M/#P@+T=3,2`Q,3$@,"!2(#X^(`T^/B`-96YD;V)J#34Q(#`@;V)J#3P\("], M96YG=&@@-C$T-R`^/B`-2!A;F0@:71S('-U8G-I9&EA2!A=F%I;&%B;&4@=VET:"!R97-P96-T('1O('-U8V@@;6%T=&5R2!W:&EC:"!M87D@=6QT:6UA=&5L>2!B92`I5&H*+3,R M+CDV-2`M,2XQ,3DQ(%1$"BAI;F-U2X@5&AE("E4:@HM-3`N,3(W M-2`M,2XQ,3DQ(%1$"BAE9F9E8W0@;V8@2`I5&H*+34Q+C@R,3,@ M+3$N,3$Y,B!41`HH=&AE('!UF5D+"!G;V]D=VEL M;"!S:"E4:@HU,"XR-#$T(#`@5$0**&]U;&0@;F]T(&)E("E4:@HM-3`N,C0Q M-"`M,2XQ,3DR(%1$"BAA;6]R=&EZ960L(&)U="!S:&%L;"!B92!T97-T960@ M9F]R(&EM<&%I2!I M9B!C:7)C=6US=&%N8V5S(&EN9&EC871E('!O=&5N=&EA;"!I;7!A:7)M96YT M+"!T:')O*51J"C4P+C4W,30@,"!41`HH=6=H(&$@*51J"BTU,"XU-S$T("TQ M+C$Q.3(@5$0**&-O;7!A2!W M:6QL('!E2!E=F%L M=6%T:6YG('1H92!I;7!A8W0@;V8@=&AE(&YE=R!A8V-O=6YT:6YG('-T86YD M87)D&ES=&EN9R!G;V]D=VEL;"!A;F0@;W1H97(@*51J"E0J"BAI M;G1A;F=I8FQE(&%S2!E87)L>2!R92E4:@HU,2XR,S4T(#`@5$0**'1I2!A;G1I8VEP M871E'0@72`-+T9O;G0@/#P@ M+T8R(#$P-R`P(%(@+T8V(#$P-B`P(%(@+T8X(#@R(#`@4B`O1CD@.#,@,"!2 M(#X^(`TO17AT1U-T871E(#P\("]'4S$@,3$Q(#`@4B`^/B`-/CX@#65N9&]B M:@TU-"`P(&]B:@T\/"`O3&5N9W1H(#$T-3$T(#X^(`US=')E86T-"C$@9PHO M1U,Q(&=S"C$@:2`*,3@N,C$@.3@Y+C@U(#4W-2XW-B`M-C,V+CDV(')E"F8* M0E0*+T8X(#$@5&8*,3(@,"`P(#$R(#(U+C8U(#DW.2XP-2!4;0HP(&<*,"!4 M8PHP(%1W"B@@("`@("`@("`@("`@("`@("`I5&H*,3`N,#&EM871E;'D@)#,@;6EL;&EO;B!B M96=I;FYI;F<@:6X@9FES8V%L('EE87(@,C`P,BX@5&AE($-O;7!A;GD@:&%S M(')EF5D(&EN('1H M92!#;VUP86YY*51J"B]&,B`Q(%1F"C(Q+C2!R96-O9VYI>F5D(&%N('5N=7-U86P@9V%I;B!O9B`D-2!M:6QL:6]N M(&9R;VT@=&AE('-A;&4@;V8@86X@97%U:71Y(&EN=&5R97-T(&EN($%E2!T:&4@0V]M<&%N>2P@ M)#(@;6EL;&EO;B!O;B!A;B!A9G1E*51J"C4Q+C@W.3,@,"!41`HH2!R M96%C:&5D(&$@2!T:&4@0V]M<&%N>2P@)#4@;6EL;&EO;B!O M;B!A;B!A9G0I5&H*-3$N-S$Q,R`P(%1$"BAE"!P7!E("]086=E(`TO4&%R96YT(#@Y(#`@4B`-+U)E"!;(#`@,"`V,3(@ M,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@ M#3X^(`UE;F1O8FH--38@,"!O8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`Q,3$@,"!2 M(#X^(`T^/B`-96YD;V)J#34W(#`@;V)J#3P\("],96YG=&@@-3@Q-B`^/B`- M"E4:@HU M,"XS,3DT(#`@5$0**&-L=61I;F<@*51J"BTU,"XS,3DT("TQ+C$Q.3(@5$0* M*'5N=7-U86P@:71E;7,L(&]F("0Q-2!M:6QL:6]N(&]R("0P+C,W('!E65A2!L;W=E2!I;7!A8W1E9"!B>2!T:&4@ M<&5R9F]R;6%N8V4@870@=&AE(&1E9F5N&-E961E9"!L87-T('EE87(I5&H*+T8R(#$@5&8*,S$N-S8V,2`P(%1$"BB2 M*51J"B]&."`Q(%1F"C`N,S,S(#`@5$0**',@;W!E2!R979I97=I;F<@=F%R:6]U2E4:@HO1C(@,2!49@HR.2XS,C8S(#`@5$0**)(I5&H*+T8X(#$@5&8* M,"XS,S,@,"!41`HH2E4:@HO1C(@,2!49@HR-RXY M.3(U(#`@5$0**)(I5&H*+T8X(#$@5&8*,"XS,S,@,"!41`HH&EM871E;'D@,30P(&UI;&5S(&]V97(@=&AE(%!A8VEF:6,@3V-E M86XN($%E7-T96T@7"A$04-37"D@9W5I9&5D('1H92!%2U8N(%1H92!T97-T('=A M2E4:@HO1C(@,2!4 M9@HT-RXU,37-T96US(&)E9VEN;FEN9R!W:71H($QO8VMH965D($UA"!);G1E&EM871E;'D@)#(P.2!M:6QL:6]N+B!4:&4@ M<'5R8VAA2!U;F1E7!E("]086=E(`TO4&%R96YT(#DP(#`@4B`-+U)E"!;(#`@,"`V,3(@ M,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@ M#3X^(`UE;F1O8FH--3D@,"!O8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`Q,3$@,"!2(#X^(`T^/B`-96YD M;V)J#38P(#`@;V)J#3P\("],96YG=&@@-3DR,2`^/B`-2E4:@HO1C(@,2!49@HS+C@X M.#8@,"!41`HHDBE4:@HO1C@@,2!49@HP+C,S,R`P(%1$"BAS($=$6"!!=71O M;6]T:79E(&)U65A65E('1E'!E8RE4:@HT.2XU-C&ET('!L86X@9F]R(&-E2E4:@HO M1C(@,2!49@HQ,2XY,3,Y(#`@5$0**)(I5&H*+T8X(#$@5&8*,"XS,S,@,"!4 M1`HH2!T;R!T:&4@86-Q=6ES:71I;VX@;V8@1')A9G1E M>"P@<&%R=&EA;&QY(&]F9G-E="`I5&H*-3`N,S(Q-"`P(%1$"BAB>2!L;W=E M2!T:&4@&EC;RP@;&%B;W(@:6YE9F9I8VEE;F-I97,@6YE"!A8W%U:7-I=&EO;BX@5&AE(&-L;W-U2!A;FYO=6YC960@ M2!A;F0@0V%P:71A;"!297-O=7)C M97,I5&H*+T8X(#$@5&8*,"`M,BXU-S$W(%1$"B@@("`@($YE="!C87-H('5S M960@:6X@;W!E2!R969L96-T"!!8W%U:7-I M=&EO;B!A;F0@8V%P:71A;"!E>'!E;F1I='5R97,@;V8@)#(Y(&UI;&QI;VXN M($-A7!E("]086=E(`TO4&%R96YT(#DP(#`@4B`-+U)E"!;(#`@,"`V M,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E M(#`@#3X^(`UE;F1O8FH--C(@,"!O8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`Q,3$@,"!2(#X^(`T^/B`- M96YD;V)J#38S(#`@;V)J#3P\("],96YG=&@@-C(S,2`^/B`-7-T96US M(%PH14E37"D@8G5S:6YE'!E8W1E9"!T;R!B92`I5&H*5"H**&%P<')O M>&EM871E;'D@)#(R-2!M:6QL:6]N+B!4:&4@14E3(&)U65E2!T;R!P87D@9&]W;B!E>&ES=&EN9R!D96)T+"`I5&H*+3(X M+C@R-C0@+3$N,3$Y,B!41`HH9VEV97,@=&AE($-O;7!A;GD@=&AE(&%B:6QI M='D@=&\@;6]R92!R96%D:6QY(&%C8V5S2!A M;FYO=6YC960@=&AA="!T:&4@52Y3+B!%;G9I2E4:@HO1C(@,2!49@HQ,2XR-#<@,"!4 M1`HHDBE4:@HO1C@@,2!49@HP+C,S,R`P(%1$"BAS('!R;W!E2!<*'1H92!.97<@1F%C:6QI='E<*2X@5&AE($YE=R!&86-I;"E4:@HU,2XW M-C4S(#`@5$0**&ET>2!W87,@*51J"BTU,2XW-C4S("TQ+C$Q.3(@5$0**'5S M960@<')I;6%R:6QY('1O(&9I;F%N8V4@=&AE(&%C<75I2!A M;65N9&5D('1H92!.97<@1F%C:6QI='DN($ME>2`I5&H*5"H**'!R;W9I2!W87,@:6X@8V]M<&QI86YC92!W:71H('1H92!R97-T2!A;FYO=6YC M960@=&AA="!I="!W;W5L9"!I;7!L96UE;G0@82!R97-T2`W-C`@96UP;&]Y964@<&]S*51J"C4Q+CDU.#,@,"!4 M1`HH:71I;VYS("E4:@HM-3$N.34X,R`M,2XQ,3DR(%1$"BAA;F0@:7,@97AP M96-T960@=&\@8F4@2!C;VUP;&5T92!B>2!T:&4@96YD M(&]F(&9I2!A;F0@9&5T97)I;W)A=&EO;B!O9B!P97)F;W)M86YC92!A M;F0@;&]S2!I*51J"C4P+C(S-S0@,"!41`HH'0@72`-+T9O;G0@/#P@+T8R(#$P-R`P(%(@+T8X(#@R(#`@4B`O1CD@.#,@ M,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,3$Q(#`@4B`^/B`-/CX@#65N M9&]B:@TV-B`P(&]B:@T\/"`O3&5N9W1H(#4U.34@/CX@#7-T2!H87,@86QR96%D>2!B96=U;B!T&EM871E;'D@)#$T(&UI;&QI;VX@:6X@8V%S:"!C:&%R M9V5S('!R:6UA2!R96QA=&5D('1O('-E=F5R86YC92!A;F0@96UP;&]Y M964@8F4I5&H*-3$N,3(S-"`P(%1$"BAN969I="`I5&H*+34Q+C$R,S0@+3$N M,3$Y,2!41`HH8V]S=',N(%1H92!B86QA;F-E(&]F('1H92!R97-T2!E>'!E8W1S('1O(&-O;7!L971E M('1H92!M86IO2!O9B!T:&4@'!E;F1I='5R M97,@9F]R*51J"C4Q+C'!E8W1E M9"!T;R!H879E(&$@;6%T97)I86P@861V97)S92!E9F9E8W0@;VX@=&AE*51J M"C4Q+C`W,#0@,"!41`HH("E4:@HM-3$N,#2`I5&H*+34N,C0X-2`M,2XQ,3DR(%1$"BAD M979O=&5S(&$@2!M86YA9V5S(&ET2!W:71H(&5X=&5N2!I2`I5&H*+34P+C$U-C4@+3$N,3$Y,B!41`HH97-T:6UA=&5D M(&9U='5R92!C;W-T2!B92!R97%U:7)E9"!F;W(@2E4:@HO M1C(@,2!49@HS.2XV.#4T(#`@5$0**)(I5&H*+T8X(#$@5&8*,"XS,S,@,"!4 M1`HH2!C;VYC*51J"C0Y+C2P@8V%P M:71A;"!R97-O=7)C97,@;W(@=&AE(&-O;G-O;&ED*51J"C0X+C8P,#8@,"!4 M1`HH871E9"!F:6YA;F-I86P@*51J"BTT."XV,#`V("TQ+C$Q.3(@5$0**&-O M;F1I=&EO;B!O9B!T:&4@0V]M<&%N>2X@5&AE($-O;7!A;GD@=VEL;"!C;VYT M:6YU92!I=',@969F;W)T2!F65A&-H86YG92`I M5&H*+30N,C(Q-B`M,2XQ,3DR(%1$"BA#;VUM:7-S:6]N+B`I5&H*+T8Y(#$@ M5&8*,"`M,BXU.34U(%1$"BA)=&5M(#,N(%%U86YT:71A=&EV92!A;F0@475A M;&ET871I=F4@1&ES8VQO2E4:@HO1C(@,2!49@HT-RXU,3@W(#`@5$0**)(I5&H*+T8X(#$@5&8*,"XS M,S,@,"!41`HH2!D;V4I5&H* M-3$N,#DW-"`P(%1$"BAS(&YO="!U&EM871E;'D@ M)#,@;6EL;&EO;BX@*51J"C`@+3(N-3(T,2!41`HH("`@("!7:71H('1H92!A M9&1I=&EO;B!O9B!$2!E;G1E2!E>&-H86YG92!C;VYT2`D,3$@;6EL;&EO;BX@07,@;V8@ M075G=7-T(#,Q+"`R,#`Q+"!T:&5R92!A&-H86YG92!C;VYT2`Q."P@,C`P,2!I;B!,;W,@06YG M96QE2`R-R!P;&%I;G1I9F9S(&%G86EN2`S M,"!M86YU9F%C='5R:6YG(&-O;7!A;FEE6]R(&1E9F5N M9&%N=',N($ET(&%L;&5G97,@<&5R2!A;F0@=W)O;F=F=6P@9&5A=&@@87)I7!E("]086=E(`TO4&%R96YT(#DP M(#`@4B`-+U)E"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@ M,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH--S$@,"!O8FH-/#P@#2]0 M2!2971I2`Q+"`R,#`P("E4:@I4*@HH M<'5R2!0;&%N('-P;VYS;W)E9"!N971W;W)K2!C;VYT2!R971I6QV86YI82!F86-I;&ET>2!O9B!/ M34Y/5D$@4V]L=71I;VYS($DI5&H*-3`N-C4S-"`P(%1$"BAN8RX@*51J"BTU M,"XV-3,T("TQ+C$Q.3(@5$0**%PH3TU.3U9!7"DL('1H92!C;VUP86YY('-P M=6XM;V9F(&9R;VT@1V5N0V]R<"!O;B!/8W1O8F5R(#$L(#$Y.3DL(&%N9"!O M;F4@:&]U2!N;VXM M8FEN9&EN9R!M961I871I;VX@*51J"C4P+C@W-C0@,"!41`HH=&\@8F4@*51J M"BTU,"XX-S8T("TQ+C$Q.3(@5$0**&-O;7!L971E9"!B>2!.;W9E;6)E'!E;G-E2!'96Y#;W)P('5N9&5R('1H92!T M97)M2P@970@86PN('8N($=E;D-O79I;GEL(&-H;&]R:61E(%PH4%9# M7"D@'!O2!T;R!S=7!P2!W;W)K97)S M+"!D97-P:71E('1H92!F86-T('1H870@3U-(02!H87,@'!O2!C87-E'0@72`-+T9O;G0@/#P@+T8R(#$P-R`P(%(@+T8S(#@T(#`@ M4B`O1C@@.#(@,"!2("]&.2`X,R`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3 M,2`Q,3$@,"!2(#X^(`T^/B`-96YD;V)J#32E4:@HO1C@@,2!49@HS+CDR.#D@,"!41`HH(&-A2P@;6%N=69A8W1U2P@86YD(')E;&%T960@8VQA:6US(&)Y(&$@ M*51J"BTT,"XW-C6P@8VAL;W)I9&4@9&ES96%S92E4 M:@HO1C(@,2!49@HX+C2!' M96Y#;W)P(&%N9"!O=&AE2!A;B!E;7!L;WEE92!O9B!A($1E;&%W87)E(%!6 M0R`I5&H*+3,W+C4T-C8@+3$N,30S(%1$"BAM86YU9F%C='5R97(L("E4:@HO M1C,@,2!49@HU+CDP-3,@,"!41`HH6F5R8GD@=BX@06QL:65D(%-I9VYA;"P@ M26YC+BP@970@86PN*51J"B]&."`Q(%1F"C$S+C0W-S4@,"!41`HH+"!.97<@ M0V%S=&QE($-O=6YT>2!3=7!EF]R:6$@0V]U;G1Y($1I2!#;VUM;VX@4&QE87,@0V]U2!# M:7)C=6ET($-O=7)T(%PH4&5O2`S,2P@,C`P,2P@86YD(%-E<'1E;6)E2!C87-E2!O9B!T:&5S92!C87-E2!D969E;F1I;F<@:71S(&%C=&EO;G,N("E4:@HO1CD@,2!4 M9@HP("TR+C4Y-34@5$0**$ET96T@-2X@3W1H97(@26YF;W)M871I;VXI5&H* M+T8X(#$@5&8*,"`M,BXU-S$W(%1$"B@@("`@($]N(%-E<'1E;6)E6%L+"!#;W)P;W)A=&4@5')E87-U M&AI8FET*51J"BTS."XS,3,R("TQ+C$Q.3(@5$0**$ET96T@3F\N*51J"C2!T M;R!T:&4@0W)E9&ET($%G2`I5&H*5"H**&9R;VT@=&AE(%-U M<&5R9G5N9"!S:71E(&1E2!(86QL+"!396YI;W(@5FEC92!0'0@72`-+T9O;G0@/#P@+T8X(#@R(#`@4B`O1CD@.#,@,"!2(#X^(`TO M17AT1U-T871E(#P\("]'4S$@,3$Q(#`@4B`^/B`-/CX@#65N9&]B:@TX,2`P M(&]B:@T\/"`O3&5N9W1H(#(P-38@/CX@#7-T2!,+B!(86QL*51J"C`@+3$N M,3$Y,2!41`HH4V5N:6]R(%9I8V4@4')E7!E("]&;VYT(`TO4W5B='EP92`O5'EP93$@#2]&:7)S=$-H87(@ M,S(@#2],87-T0VAA7!E("]&;VYT(`TO4W5B='EP92`O5'EP93$@#2]&:7)S M=$-H87(@,S(@#2],87-T0VAA7!E("]&;VYT1&5S M8W)I<'1O"]T:')E92]O+TLO4B]P87)E;FQE9G0I#2]&;VYT1FEL93,@.#8@,"!2(`T^ M/B`-96YD;V)J#3@V(#`@;V)J#3P\("]&:6QT97(@+T9L871E1&5C;V1E("], M96YG=&@@-3@S,2`O4W5B='EP92`O5'EP93%#(#X^(`US=')E86T-"DB)=)-Y M4!1W%L>[:;I[B#@(38/T8$^K">(9+,L#-;M11#Q0$?$(AS#`(,,YS"#C,*(( M`B/#,2"E.(/B!8H(0BPT*G@@B2X4AC5LXK%:NHG94*4QNYO=U^./K=T>R!_) M'ZE?U:M?_8[WWN?[WL,Q5Q<,QW'OU>'K5JT+F1VER53KYZ[-565HDISGRT4% M)OKCXA07D2=$7U?^972\NXNH=/=!'Z',=Z7O:)(_B?_/8AFW[C1T>L`/GM?\ M)P]Z822.RVS-K5>#@N;/"PI:')*M->HTNU)SA<"DF<+\X"4+YSCMXC$;[+3! M0<**Y.Q$M;#%J,]59^J%M5E)V3IMMDZ5JTZ>)P@K,C*$2*<'O1"IUJMU>=+I M6,:"1B^HA%R=*EF=J=*E"]DI0K@F*SO7J%4+*\($55;RA]DZ02/]T^].U&N2 M-2J=1JW_Y>\X[=C^-_@8+BV,QC`W')OH@GGBF#>.*3!L&H$%NF!S"&P^ABT@ ML648MM(-V^"*;:$Q#889,"Q8DA0C,!+KPTG\8SP5+\1/XB,NBUT:75X1@42M MZPS7`ZXC9"+Y=VH.=8.>2-?)9+(B-\JMVNWY>R'O'9[@.R%ZPC/WS>X-$Q=- MK):[RWL]PCTN3YHUR>`YV_."YULOH]^@+ATZ4:3E5:D+\-CYA,!TF[+\E MN]<"KG>_YVZHKD8$A2Y#GOLJBFHV\L@W$DW:BE@.<>"]N^?IY:;;S_G,,Y>C M_Z*X>:6IJTU9>(3<;\HS:A2)"NJ_Z["V6+4MBLS:I M>;G>,`T^T8+2.:+$3WZP4WS;Y06/GVK_QKR`U>(`RPPUVMJO]RLZN_5K M$(:4\3,*E!4FDGGQNO;;%"1PR&NN1L-O2;L7IT@Y8,S;V5OP!6SX'J9)4"ZK M6W*.*JMH9NCG3WO:O^&>AW2MB/PX?I-.RAI*POO%,(-7A:ACM-`")2Q*K::@ M#QZ2U=13]#4[AX*)8AB92(TN'`TQK"'!1C$=T6@U^81BM-=@%?F6DNLED2$? M"*\>(*0M\X(Y^>\QN=OLG:TY9[,R=#D9DMRGE$S$CS`R5@?I0GQF:\F1_7^>*_9/SJ'0E5%S,!**S.HB/Q-L MLM-QU?NL3=RIFOICS7P?D,Y:-R)?LK+`4E#.)>64;"_C35!.C_J!C869<)2L MI,JIJ^@HZ8S4`G=:H;[%9/<20P#;_A,S7.P#[13S"+QARI]@RIO0EFVGE94T M,SQRXO&55QS0L]NF\^B(B;IN;C&G>0QNC%_PUYS=)$?A'W!GK@% M*VP#///HR_)KY6=-LI8]9U)W<(&1R]%4GAG.2JOM5#+?P32Q@;555]7W*K[N MV!4FCM30&@;\@C8F(;NHR]C]347[?57ZRXZXQ@[H,,.@VUE M!J];X"+JCS,_,(\<.QRS6.;UWFJRX$"!(3EG0]LB!4I#6]`GR)AP'J5#P_#( MJ33D`[]'?!*3M>[+`3CL..J2RRF*@KIVU65?W=03!/ADYJ'2HT MKD\IBRN1[IKL]%;KKBK;YS!9W#VYH=]>V5TGD^LM=@U4@E57 MUO'W(,+W']KFA*BPT]MJ]E1VL1^M:^7N0?;@< M:!1-'LUKBM%QN_,.;2V19N2M4CHQEDOB M&R?4`"'.<*;39*)^3S.QAOX^WIOK=3A.2VM5ET.3_MJ5RV6+JN$/*36V>IZ+JU=WT>_O.$&^?E^W[6^??8Y M>^]S+@H5*!(4+)TX9\AN?8KI*&DQ'C25TR`$+F<3JL_OQ5PX#(6=F`%'A#^Y M()HOBAR=TT:30-]">DSEYHK1&=CUW;9W?2[*'?[$&288EA`MP[L#E<2SV"I' M40HI4@A5!?1T_X=L52@9RC&T6(R?4%>(7:GH`__B\%0T65JT61XZ4E*6/MEP ME+3JW99#-&O=16Q);(P*_:V8&P<14-L(QIO*+I5->9=OQUI`XX@3][\)>`-, M9XUX3'F8392"HAT*-E'>]Z_,BRS4Q,A9`IJ`",7Z1M*EU=K;Z&ZP!5-6EJFO M4V#K&<"YQ1#/P&RT7)=((QT.OMK`M1O-SCH*C*U+6H.6H2G:+PLE>H-@-%DO M-@+'"++@+=$/+SJY6_3BIL*F>4`3#J;5G+X^0(((M%J;QC[&AESQ04T**9&E MCV9#'BNIF("DU*SV+06LI*Q:H[V=[@4[+RG!!-2/@9DX\0S9X5.NVV(L::?. MG.N,V0PGKPGZO6$NM]-]_B'XZ$&YFQ@DAF`Z3.<>94..C^=) M9'(^)9"8+4+&G)=M3J#FK?CFK]^:I(!&,QABT)O>DAE)QJ8OF[M@T\`CJ\ZD ML]("/4;X=Z%LMM.E1HNGMK$K[1H%IES__?GEW"/SGS*+[DL.=I!7NKP]-#$$ MQAL^W:AC`IIVPG\U!<$;9<'#X]FY^P_C26B>6X6!"6<[M6`RA2+\U7GKMJL2 M5"QAGS-DM2E?UTJ6&1W66AHP4(GUX+=\N9^*&9?@:NEQQGVYV=)A"ATQ[UFE1Y,6 M&X':IY,(!\&;7X.Y/S\$4X[00^#'9C#1>.#BB'0,N_BJ`$B7& MRS5MJBQRS_8U,C&-$M!K3(E_"[^1]S883YG98"@6A_0J#$H/FG#?[PHOQ^$X MB+`27\;"`AZ,PTQXIS\.\^"@%_ZSYI3=UGQ@-%ON-@<5LYS@F\`<1/@V M-+U*TZX]!VBKWBYJ+OT8PLP\)7#-'>UUT'.$.,7H,10G&4,H=/BK3[COD:FV_U MT42K_P,;]_%CL!>,.UPKC)\U"V5.W9OA[J8YTBHX\21(<+D%856_@H;[Q$L8 M#OJX2^:@-/3Q5NTAR]L7["X>>Z%D2R:[0\$C[MG]%B6?+)#Q%'MH]!>_!E.% MY/1G=H.Y8#E8`Q;>C#NQ=L'Z>=$9M$:'$8.-`#L.HBKO*4WAQ,OHHAA%;'$H MYX&T&3(5076_`MZ#8/#F#^Z.M*W)WU-1_VCO?W$-K`63W1YE/B/*+]Y'\AT% MU=65[MIZ7N<2-!/1+.6I:,H0[]+;L[<;JFE.87?,"?A1U3L"C@?@NSL*!Y$# MEK1PH[1G7$]^`YG@O0YM(A]-G(4VSF&()M!]BQN?).`+J"*YQ>%D#\-5/O`E MHS1A1$Z,-$81HPP5A?2\XZC@R??0V]'G&@U6J5)X-['G"2N92#0[NF+=$$/D M=O:ZP-@;(RWWR=-5?#Z9:^4=\5[JN.*C69+M<%)54/T#(+P<#.8`$_=1R]7^ MTU1UB3!7KD0?HN0D!F3/Y";')NW:0B5%5UWUF#RF"J;6B($OJIX/#I!MF0=C M6+8+T0HT;7W#RK>OGCQU'J`Y*]"."CC0`(2506C&';AH(+@)?L)]C'_N7XKM MD.]#G$A*HK!:F0,VK8NLWE=:L)].TVAWJLEMYM;">@J,ZV5O(TXM

:]#55NC\U8F*71([#)ZR>:,G(WDYNY-(`A\?/>G^S2;D;O$W61I94T9 M75JF*J6(?S_\[=XMC]I37,YTXL00FN&/Y\;&)2S(1V.,SZJT-:U-M,'06&.F MK"]396ZF7-8L2B")>S5P/7=I[.QU"2)O^Y6VU_W''%DI-$?6(JJT@*P0.0:HJ7177GN]]=/8V6-1*_P[GCT(O$"<'H!MU6*/: MI!"1!HDRIS`FE)@$/@,7_C^LU`??.MD>M_83UX#P?WU76U!;QQD>2B0KI<8M M6R7F'/N<9"9Q)G%JXCAI`HX37\8)-)2Q,1<;")<$9!`(Q$T'70$A"8$N8!!" M$D*2N\[,/N MGOV^\___?M^_L$&(S4%>C+"57XL$]$IV8_8/`0U9JA7X M^<<^!57543;[Q]/SM\XQQ)C^F[;X\WE]1%$T\VD^REE=27=Y` M-YKM7A9)W7<@,$Y-UXT<34G:@47[2=8$[NF!K]U42#%0\L9S."%'1N:6(2_R M8SE935G-FQ-X13$^E>G/Q4AZ?3(VL,P[7!9Y`WOXO;J ME\AB$`3>E?DUT<+):]^>H7L=+1JB)-PN/":GM);2T/+9Y7.33&>7X(="BS"> MOME^!Y6B(%\8X2NI*>?H-JW-PZ+B$W\"RPP5JAO\X,T$S.[)(]PN0DF$V^', MILS_<5OL:=(HDK&N`@L(_AG8Y)J9NR)"Q9:JM(F MFUN\&SSUB"1M@ M58QCMN,T'%M3XQP^/0V;ABXREX=_/_G$'V21I\-:H[.T,Y)R_GQ&D]=ZCOXR10IV\*UV18@-Q)35[[A@.ZP@:BZ MS>FT.^F3G6JMWEC6+&&3<)A@D)B]/!`'4=?GUH;[T,-)V"+F\`Y!G]!YK*/' M'9QN.$$O/QB"*/;/./:O*]3"F.,X@_A+@P?3.]D^H1]8@5;88C(VJV2<-Y]^ M5KNS@A3YVQ"S-862JG,/):F_FS5$;L8"_',L:@IZHV&!WRW>*1S]WM;=YC"T MQ>MMK?I64U5I;KY4I=)7&8QZL\EBLAI%-X3[\*B@5=V0IJ%DH\W^\Z=GR;W0 M=0G*:TKS.+K)U.VP6VQ6.U&+;P1WA;%-GQS^&/[E[N>"7%SH2]CU);*C++Z( ME%]!:55I`]W4[NSTN&:/^=G;<%ZP1UC\3'UJSAX1LF>7I?ZJD%:8`RX[>Q_^ M'8G:Q)'&(WKBU=IU9WR62E;^#NXLH`I\FLE[-^`7(+C,V(4HK2Z1>T-):6R2 M\-GAX?LKQ//L"C[1-40T=M-5>.L<"B,^P+\@OM%E4_=M%_4<=.%?[R-MB<[A MZ?=?7650^-0$O`CO?D=-U0Y+.;56PV2&G,74D9TX)OT`4U%N@,W&KV2P,3Y@ M:F]OIDTYVJ:]I`%>(3!)K@$N0(#67^&WS2,ONM-'@/S6&5NGL7=WO"/#\;H] MN6/'1JU%ZO)T!6#WWYCP[<%0_YC()@SB*P*UU:)UTDZ7;WZ:1=ZY14B`[+]0 M0?6(I%*O5#'2&=-1*OOMEW;@*`:=*@QNR\](2LYFF)<&W2HVEGBY/ MJ=7+663MT`BZQ]QV!SW2H:UPL%;3.([74_CI[=5E*AIE*)6^>KJ^4:DFI]3V M-9PZV>OT>9GQJ=#B_.H)_+.-62Z/-D@/!"T@O$I8X@^7,K[F!UV#7!S_U#1R MH;"'?TYL[^VR>N@+KL)71EAO9@CO*Z'D13DUE@/=T[?'*7>J6 MW,C;A4\&%1$62+KX/K!?1`8BDIVP\&@;<93TJKVIR53A4.5X=Z@SQ,SF6\>I MJ:4IOXM!!LCS_NB._SM[*[#O7_PB,J`,%(#7^&3RY871ZRN?4S,UP;*6(E,1 M4Q!N+Z,D&1).QR`S5*I^=$>LLO_1LUYLNT;CZK!_+=(EQI MY6N[X>>6)]=B>/,OX9'X/\*#$24*96YD7!E("]086=E7!E("]086=E7!E("]086=E')E9@TQ-S,-)25%3T8- ` end


	On September 17, 2001, the Company filed an 8-K incorporating its press release dated September 17, 2001, announcing that: The Company had reached an agreement with the U.S. EPA to remove 3,200 acres of property at its Sacramento Aerojet facility from the Superfund site designation; GenCorp will be restructuring its Corporate Headquarters; and that the Company expects third quarter earnings to fall short of analysts’ consensus expectations.

	On September 25, 2001, the Company filed an 8-K incorporating its press releases dated September 24, 2001 (2) and September 25, 2001, announcing notification that the U.S. EPA had intended to file and did file an agreement to carve out 3,200 acres of clean land from the Aerojet Sacramento Superfund designation with the Federal District Court in Sacramento on September 25, 2001, and announcing that Terry Hall, Senior Vice President and Chief Financial Officer has been promoted to the position of Chief Operating Officer of the Corporation and that Yasmin Seyal, Corporate Treasurer, has been promoted to Senior Vice President, Finance, and will serve as acting Chief Financial Officer.