SEC Info - Gencorp Inc, et al. - ‘S-4’ on 10/6/03

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Gencorp Inc, et al. – ‘S-4’ on 10/6/03 – EX-2.2

On: Monday, 10/6/03, at 5:25pm ET · Accession #: 1047469-3-32666 · File #s: 333-109518, -01, -02, -03, -04, -05, -06, -07, -08, -09

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/06/03  Gencorp Inc                       S-4                   36:3.5M                                   Merrill Corp/New/FA
          Aerojet Fine Chemicals LLC
          Aerojet Investments Ltd
          Aerojet-General Corp
          GDX Automotive Inc
          GDX LLC
          Gencorp Property Inc
          Penn International Inc
          Rko General Inc
          Aerojet Ordnance Tennessee Inc

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.65M 
                          Business-Combination Transaction                       
 2: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     35K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     59K 
11: EX-3.10     Articles of Incorporation/Organization or By-Laws   HTML     38K 
12: EX-3.11     Articles of Incorporation/Organization or By-Laws   HTML     21K 
13: EX-3.12     Articles of Incorporation/Organization or By-Laws   HTML     63K 
14: EX-3.13     Articles of Incorporation/Organization or By-Laws   HTML     29K 
15: EX-3.14     Articles of Incorporation/Organization or By-Laws   HTML     42K 
16: EX-3.15     Articles of Incorporation/Organization or By-Laws   HTML     17K 
17: EX-3.16     Articles of Incorporation/Organization or By-Laws   HTML     68K 
18: EX-3.17     Articles of Incorporation/Organization or By-Laws   HTML     34K 
19: EX-3.18     Articles of Incorporation/Organization or By-Laws   HTML     34K 
20: EX-3.19     Articles of Incorporation/Organization or By-Laws   HTML     63K 
21: EX-3.20     Articles of Incorporation/Organization or By-Laws   HTML     54K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     17K 
 5: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML     38K 
 6: EX-3.5      Articles of Incorporation/Organization or By-Laws   HTML     67K 
 7: EX-3.6      Articles of Incorporation/Organization or By-Laws   HTML     35K 
 8: EX-3.7      Articles of Incorporation/Organization or By-Laws   HTML     18K 
 9: EX-3.8      Articles of Incorporation/Organization or By-Laws   HTML     61K 
10: EX-3.9      Articles of Incorporation/Organization or By-Laws   HTML     35K 
22: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    580K 
23: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    128K 
24: EX-5.1      Opinion re: Legality                                HTML     23K 
25: EX-5.2      Opinion re: Legality                                HTML     22K 
26: EX-10.1     Material Contract                                   HTML    117K 
27: EX-10.2     Material Contract                                   HTML     78K 
28: EX-12.1     Statement re: Computation of Ratios                 HTML     31K 
29: EX-23.1     Consent of Experts or Counsel                       HTML     16K 
30: EX-24.1     Power of Attorney                                   HTML     28K 
31: EX-25.1     Statement re: Eligibility of Trustee                HTML     53K 
32: EX-99.1     Miscellaneous Exhibit                               HTML     90K 
33: EX-99.2     Miscellaneous Exhibit                               HTML     34K 
34: EX-99.3     Miscellaneous Exhibit                               HTML     22K 
35: EX-99.4     Miscellaneous Exhibit                               HTML     18K 
36: EX-99.5     Miscellaneous Exhibit                               HTML     20K

EX-2.2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) ARTICLE I Definitions ARTICLE II Amendments to the Purchase Agreement ARTICLE III Miscellaneous Exhibit 2.2 First Amendment to Purchase Agreement List of Exhibits to First Amendment to Purchase Agreement QuickLinks Recitals Statement of Agreement
1	1st Page - Filing Submission
"	Exhibit 2.2
"	First Amendment to Purchase Agreement
"	Recitals
"	Statement of Agreement
"	ARTICLE I Definitions
"	ARTICLE II Amendments to the Purchase Agreement
"	ARTICLE III Miscellaneous
"	List of Exhibits to First Amendment to Purchase Agreement
"	QuickLinks

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 2.2

FIRST AMENDMENT TO
PURCHASE AGREEMENT

This First Amendment to Purchase Agreement (this "First Amendment") is made and entered into this 29^th day of August 2003 by and between Aerojet-General Corporation, an Ohio corporation ("Purchaser"), and Atlantic Research Corporation, a Delaware corporation ("Seller").

RECITALS

A. Seller and Purchaser entered into that certain Purchase Agreement dated as of May 2, 2003 (the "Purchase Agreement").

B. Pursuant to Section 10.14 of the Purchase Agreement, Seller and Purchaser have agreed to amend the Purchase Agreement as set forth herein.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

1.01 Certain Definitions. Unless otherwise defined herein, all capitalized terms used herein have the meanings given to them in the Purchase Agreement.

ARTICLE II

Amendments to the Purchase Agreement

2.01 Section 2.02(a). Section 2.02(a) is hereby amended by adding clause (xxiv). As amended and restated, clauses (xxii) through (xxiv) of Section 2.02(a) read in their entirety:

"(xxii): pursuant to Purchaser's request, those items of fixed assets located at the Owned Gainesville Real Estate and the Leased Gainesville Real Estate set forth on Exhibit L (the "Excluded Gainesville Fixed Assets");
(xxiii): those items of fixed assets set forth on Schedule 2.02(a)(xxiii) (the "Camden Automotive Fixed Assets"); and
(xxiv): all leased real property, including land, office buildings and manufacturing facilities, of ARC located in Fairfax County, Virginia."

2.02 Section 2.10. Section 2.10 is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, Section 2.10 reads in its entirety:

: "UK Local Agreement. At Closing, Purchaser shall, or shall cause an Affiliate, and Seller shall cause Sequa UK to enter into a UK local agreement in the form of Exhibit I, with such modifications or amendments as the Parties shall approve, each in its sole discretion, with respect to the transfer of the UK Shares and certain matters relating thereto (the "UK Local Agreement")."

2.03 Section 3.02(f). The first and second sentences of Section 3.02(f) are hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, the first and second sentences of Section 3.02(f) read in their entirety:

: "Schedule 3.02(f) of the Disclosure Package sets forth a complete and accurate list of all real property leased by Seller, its Affiliates or the UK Company, other than the Leased Gainesville Real Estate, in connection with the Business (such real property, excluding any real property that is an

Excluded Asset, the "Leased Real Property," and together with the Owned Real Estate, the "Real Property"). The Leased Real Property, other than the Leased Gainesville Real Estate and any real property that is an Excluded Asset, constitutes all of the real property leased primarily for the Business."

2.04 Section 3.02(z). Section 3.02 of the Purchase Agreement is hereby amended by adding clause (z). Section 3.02(z) reads in its entirety:

: "No Knowledge of Purchaser's Default. As of the date of this Agreement and as of August 28, 2003, Seller has no Knowledge that any of Purchaser's representations and warranties contained in this Agreement or in the Other Agreements are untrue, inaccurate or incomplete or that Purchaser is in default under any term or provision of this Agreement."

2.05 Section 3.04(j). Section 3.04(j) of the Purchase Agreement is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, Section 3.04(j) reads in its entirety:

: "No Knowledge of Seller's Default. As of the date of this Agreement and as of August 28, 2003, Purchaser has no Knowledge that any of Seller's representations and warranties contained in this Agreement or in the Other Agreements are untrue, inaccurate or incomplete or that Seller is in default under any term or provision of this Agreement."

2.06 Section 5.01(c). Section 5.01(c) is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, Section 5.01(c) reads in its entirety:

: "Consents. All third party consents and approvals set forth on Exhibit O, other than those consents or approvals for the transfer of the Gainesville, Virginia purchase orders described on Exhibit A of the First Amendment, shall have been obtained and must be in full force and effect."

2.07 Section 6.02. The first sentence of Section 6.02 is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, the first sentence of Section 6.02 reads in its entirety:

: "Unless extended by the Parties by mutual agreement, the Closing will occur and be effective as of 11:59 p.m. (Eastern Daylight Time) on the date that is five (5) Business Days following satisfaction of all of the conditions referred to in Section 5.01 and Section 5.02 (the "Closing Date"), but in no event whatsoever later than September 30, 2003 (the "Drop Dead Date")."

2.08 Section 6.03(a)(ii). Section 6.03(a)(ii) is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, Section 6.03(a)(ii) reads in its entirety:

: "if and only to the extent that Seller has obtained such consents or approvals, those consents or approvals, or effective waivers thereof, to or of assignment, of those Persons set forth on Exhibit O, other than those consents or approvals for the transfer of the Gainesville, Virginia purchase orders described on Exhibit A of the First Amendment, have been obtained."

2.09 To Seller's knowledge, Purchaser is in compliance with the terms and covenants of the Purchase Agreement required to be performed prior to the date hereof. To Purchaser's knowledge, Seller is in compliance with the terms and covenants of the Purchase Agreement required to be performed prior to the date hereof.

2.10 Purchaser accepts the Supplemental Disclosure Package attached hereto as Exhibit B.

2.11 Purchaser confirms that none of the written disclosures that have been delivered by Seller, Sequa or both to Purchaser subsequent to May 2, 2003 and through August 27, 2003, all as attached

hereto as Exhibit C, disclosed facts, conditions or events constituting a "material adverse change" for purposes of the Purchase Agreement, including Section 5.01(f) thereof.

2.12 Seller and Purchaser confirm to each other that the Closing was not consummated on or prior to August 30, 2003 through no fault of either of the Parties or because of any breach of any provision of the Purchase Agreement by either of the Parties.

2.13 Seller confirms that the transactions contemplated by the Purchase Agreement have been approved by the respective boards of directors of each of Seller and Sequa.

2.14 Purchaser confirms that the transactions contemplated by the Purchase Agreement have been approved by the respective boards of directors or each of Purchaser and GenCorp.

ARTICLE III

Miscellaneous

3.01 Effect of First Amendment. On and after the date hereof, each reference in the Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import referring to the Purchase Agreement, and each reference in the Other Agreements to the "Purchase Agreement," "thereunder," "thereof" or words of like import referring to the Purchase Agreement, shall mean and be a reference to the Purchase Agreement as amended by this First Amendment.

This First Amendment constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations or other arrangements, whether express or implied, written or oral, of the parties in connection therewith except to the extent expressly incorporated or specifically referred to herein. In the event of a conflict between the respective provisions of the Purchase Agreement and this First Amendment, the terms of this First Amendment shall control.

Except as specifically amended by the terms of this First Amendment, the terms and conditions of the Purchase Agreement are and shall remain in full force and effect for all purposes.

3.02 Counterparts. Two original counterparts of this First Amendment are being executed by the parties hereto, and each fully executed counterpart shall be deemed an original without production of the others and will constitute one and the same instrument.

3.03 Governing Law. This First Amendment will be governed by and construed and interpreted in accordance with the internal substantive laws of the State of New York, applicable to contracts made and to be performed wholly within such state, and without regard to the conflicts of law principles thereof.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, each of the parties hereto has caused this First Amendment to be executed by its duly authorized officers, as of the date first above written.


		AEROJET-GENERAL CORPORATION
		By:	/s/ *BRIAN E. SWEENEY*
		Name: Brian E. Sweeney
		Title: Vice President, Legal & Contracts
		ATLANTIC RESEARCH CORPORATION
		By:	/s/ *PATRICK J. JENKINS*
		Name: Patrick J. Jenkins
		Title: VP - CFO

List of Exhibits to
First Amendment to Purchase Agreement

Exhibit A	—	Consents for Transfer of Gainesville, Virginia Purchase Orders Not Required to Be Obtained
Exhibit B	—	Supplemental Disclosure Package
Exhibit C	—	Written Disclosures

QuickLinks

Exhibit 2.2

FIRST AMENDMENT TO PURCHASE AGREEMENT
RECITALS
STATEMENT OF AGREEMENT
ARTICLE I Definitions
ARTICLE II Amendments to the Purchase Agreement
ARTICLE III Miscellaneous
List of Exhibits to First Amendment to Purchase Agreement

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-4’ Filing	Date	Other Filings

Filed on:	10/6/03	8-K
	9/30/03
	8/30/03
	8/28/03
	8/27/03
	5/2/03
		List all Filings

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Filing Submission 0001047469-03-032666 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Gencorp Inc, et al. – ‘S-4’ on 10/6/03 – EX-2.2

On: Monday, 10/6/03, at 5:25pm ET · Accession #: 1047469-3-32666 · File #s: 333-109518, -01, -02, -03, -04, -05, -06, -07, -08, -09

Previous ‘S-4’: None · Next: ‘S-4/A’ on 12/15/03 · Latest: ‘S-4/A’ on 9/27/13

Registration of Securities Issued in a Business-Combination Transaction — Form S-4Filing Table of Contents

EX-2.2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or SuccessionExhibit Table of Contents

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

EX-2.2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Exhibit Table of Contents