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Gencorp Inc, et al. – ‘S-4’ on 10/6/03 – EX-10.2

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

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  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-10.2   —   Material Contract
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Exhibit 10.2
"Amendment No. 2 to Amended and Restated Credit Agreement
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Exhibit 10.2

CONFORMED COPY


AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

        This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment No. 2"), dated as of August 25, 2003 is made among GENCORP INC., an Ohio corporation ("Borrower"), DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a 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 Amended and Restated Credit Agreement dated as of December 28, 2000 and amended and restated as of October 2, 2002 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver and Consent dated as of July 29, 2003 ("Amendment No. 1")) (collectively with 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 as set forth herein, all subject to the express terms and conditions specified in this Amendment No. 2.

        C.    This Amendment No. 2 shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment No. 2; 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 condition set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows:

1


"Fiscal Quarter

  Effective Date Ratio
  ARC Acquisition Ratio
August 31, 2003   4.50 to 1.00   4.50 to 1.00
November 30, 2003   4.10 to 1.00   4.40 to 1.00
February 28, 2004   4.10 to 1.00   4.30 to 1.00
May 31, 2004   4.00 to 1.00   4.00 to 1.00
August 31, 2004   3.90 to 1.00   3.80 to 1.00
November 30, 2004   4.10 to 1.00   3.90 to 1.00
February 28, 2005   4.20 to 1.00   4.00 to 1.00
May 31, 2005   4.20 to 1.00   4.00 to 1.00
August 31, 2005   4.20 to 1.00   4.10 to 1.00
November 30, 2005   4.40 to 1.00   4.30 to 1.00
February 28, 2006   4.70 to 1.00   4.60 to 1.00
May 31, 2006   5.00 to 1.00   4.70 to 1.00
August 31, 2006   5.00 to 1.00   4.90 to 1.00
November 30, 2006 and thereafter   5.00 to 1.00   5.00 to 1.00"

        2.    Representations and Warranties.    As of the date hereof, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

        3.    Condition.    This Amendment No. 2 shall become effective on the date (the "Amendment Effective Date") the Administrative Agent shall have received counterparts of this Amendment No. 2 duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent and the percentages of Lenders required by the Credit Agreement (and such counterparts of the Lenders held by the Administrative Agent shall be released by the Administrative Agent without any further action by such Lenders).

        4.    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

2



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.

        5.    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 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.

        6.    Entire Agreement.    This Amendment No. 2, the Credit Agreement (as amended hereby) and the other Loan Documents constitute the entire agreement of the parties with respect to the subject matter hereof.

        7.    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.

        8.    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 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) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed. 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 or any other Loan Document, nor constitute a waiver of any provision of the Credit 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 or any of the Loan Documents or partial or single exercise thereof, shall constitute a waiver thereof. On and after the Amendment Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, and each reference to the Credit 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, as amended hereby.

        9.    Captions.    Section captions used in this Amendment No. 2 are for convenience only, and shall not affect the construction of this Amendment No. 2.

        10.    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 No. 2.

        11.    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.

3



[signature pages immediately follow]

4


        IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of the date first written above.

GENCORP INC.   AEROJET-GENERAL CORPORATION,
as Subsidiary Guarantor

By:

 

/s/  
TERRY L. HALL      
Title: President and Chief
Executive Officer

 

By:

 

/s/  
YASMIN R. SEYAL      
Name:  YASMIN R. SEYAL
Title:    Treasurer

AEROJET ORDNANCE TENNESSEE, INC.,
as Subsidiary Guarantor

 

GENCORP PROPERTY INC.,
as Subsidiary Guarantor

By:

 

/s/  
DALE G. ADAMS      
Name:  DALE G. ADAMS
Title:    President

 

By:

 

/s/  
TERRY L. HALL      
Name:  TERRY L. HALL
Title:    President

PENN INTERNATIONAL INC.,
as Subsidiary Guarantor

 

GDX LLC, as Subsidiary Guarantor

By:

 

/s/  
TERRY L. HALL      
Name:  TERRY L. HALL
Title:    President

 

By:

 

/s/  
TERRY L. HALL      
Name:  TERRY L. HALL
Title:    President

AEROJET FINE CHEMICALS LLC,
as Subsidiary Guarantor

 

AEROJET INVESTMENTS LTD.,
as Subsidiary Guarantor

By:

 

/s/  
YASMIN R. SEYAL      
Name:  YASMIN R. SEYAL
Title:    Treasurer

 

By:

 

/s/  
FRANK V. FOGARTY      
Name:  FRANK V. FOGARTY
Title:    Vice President and Chief
Financial Officer/Treasurer

GDX AUTOMOTIVE INC.,
as Subsidiary Guarantor

 

RKO GENERAL, INC.,
as Subsidiary Guarantor

By:

 

/s/  
YASMIN R. SEYAL      
Name:  YASMIN R. SEYAL
Title:    Treasurer

 

By:

 

/s/  
TERRY L. HALL      
Name:  TERRY L. HALL
Title:    President
             

5



DEUTSCHE BANK TRUST COMPANY
AMERICAS (formerly known as Bankers
Trust Company), as Lender, Administrative
Agent and Facing Agent

 

ABN AMRO BANK N.V.,
as Lender
        By:   /s/  TERRENCE J. WARD      
Name:  TERRENCE J. WARD
Title:    Senior Vice President

By:

 

/s/  
MARGUERITE SUTTON      
Name:  MARGUERITE SUTTON
Title:    Vice President

 

By:

 

/s/  
PETER J. HALLAN      
Name:  PETER J. HALLAN
Title:    Vice President

AMMC CDO II, LIMITED
By:    American Money Management Corp.,
as Collateral

 

VENTURE CDO 2002, LIMITED
By its investment advisor, Barclays Capital
Asset Management Manager Limited,
By its sub-advisor, Barclays Bank PLC,
New York Branch
as Lender

By:

 

/s/  
DAVID P. MEYER       
Name:  DAVID P. MEYER
Title:    Vice President

 

By:

 

/s/  
MARTIN F. DAVEY      
Name:  MARTIN F. DAVEY
Title:    Director

VENTURE II CDO 2002, LIMITED
By its investment advisor, Barclays Bank PLC,
New York Branch as Lender

 

THE BANK OF NOVA SCOTIA,
as Lender

By:

 

/s/  
MARTIN F. DAVEY      
Name:  MARTIN F. DAVEY
Title:    Director

 

By:

 

/s/  
JOHN QUICK      
Name:  JOHN QUICK
Title:    Managing Director

THE BANK OF NEW YORK,
as Lender

 

BANK ONE, NA,
as Lender

By:

 

/s/  
BRENDAN T. NEDZI      
Name:  BRENDAN T. NEDZI
Title:    Senior Vice President

 

By:

 

/s/  
WILLIAM BUHR      
Name:  WILLIAM BUHR
Title:    Associate

FRANKLIN CLO I LTD,
as Lender

 

FRANKLIN CLO II LTD,
as Lender

By:

 

/s/  
RICHARD D'ADDARIO      
Name:  RICHARD D'ADDARIO
Title:    Vice President

 

By:

 

/s/  
RICHARD D'ADDARIO      
Name:  RICHARD D'ADDARIO
Title:    Vice President

FRANKLIN CLO III LTD,
as Lender

 

FRANKLIN CLO IV LTD,
as Lender

6



By:

 

/s/  
RICHARD D'ADDARIO      
Name:  RICHARD D'ADDARIO
Title:    Vice President

 

By:

 

/s/  
RICHARD D'ADDARIO      
Name:  RICHARD D'ADDARIO
Title:    Vice President

FRANKLIN FLOAT RATE TRUST,
as Lender

 

FRANKLIN FLOATING DAILY,
as Lender

By:

 

/s/  
RICHARD D'ADDARIO      
Name:  RICHARD D'ADDARIO
Title:    Senior Vice President

 

By:

 

/s/  
RICHARD D'ADDARIO      
Name:  RICHARD D'ADDARIO
Title:    Senior Vice President

ING CAPITAL LLC,
as Lender

 

AERIES FINANCE-II LTD.
By:    INVESCO Senior Secured Management Inc. as Sub-Managing Agent

By:

 

/s/  
WILLIAM POVEY      
Name:  WILLIAM POVEY
Title:    Managing Director

 

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management Inc. as Sub-Advisor

 

AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management Inc. as Financial Manager

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

 

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management Inc. as Financial Manager

 

AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management Inc. as Portfolio Advisor

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

 

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management Inc. as Portfolio Manager

 

INVESCO CBO 2000-1 LTD.
By: INVESCO Senior Secured Management Inc. as Portfolio Advisor

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

 

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management Inc. as Investment Advisor

 

DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management Inc. as Investment Advisor

7



By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

 

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management Inc. as Collateral Manager

 

OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management Inc. as Subadvisor

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

 

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management Inc. as Asset Manager

 

SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management Inc. as Collateral Manager

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

 

By:

 

/s/  
JOSEPH ROTONDO      
Name:  JOSEPH ROTONDO
Title:    Authorized Signatory

NATIONAL CITY BANK,
as Lender

 

THE NORTHERN TRUST COMPANY,
as Lender

By:

 

/s/  
TOM GURBACH      
Name:  TOM GURBACH
Title: Vice President

 

By:

 

/s/  
PETER R. MARTINETS      
Name:  PETER R. MARTINETS
Title:    Vice President

HARBOURVIEW CLO V, LTD.,
as Lender

 

HARBOURVIEW CLO IV, Ltd.,
as Lender

By:

 

/s/  
BILL CAMPBELL      
Name:  BILL CAMPBELL
Title: Manager

 

By:

 

/s/  
BILL CAMPBELL      
Name:  BILL CAMPBELL
Title: Manager

OPPENHEIMER SENIOR FLOATING RATE FUND,
as Lender

 

PACIFICA PARTNERS I, L.P.,
By: Imperial Credit Asset Management as its
Investment Manager

By:

 

/s/  
BILL CAMPBELL      
Name:  BILL CAMPBELL
Title: Manager

 

By:

 

/s/  
DEAN KAWAI      
Name:  DEAN KAWAI
Title:    Senior Vice President
             

8



PROMETHEUS INV FUND NO 2,
as Lender

 

PROMETHEUS INV NO 1,
as Lender

By:

 

/s/  
IRV ROA      
Name:  IRV ROA
Title:    Director

 

By:

 

/s/  
IRV ROA      
Name:  IRV ROA
Title:    Director

By:

 

/s/  
ELIZABETH TALLMADGE      
Name:  ELIZABETH TALLMADGE
Title:    Managing Director
Chief Investment Officer

 

By:

 

/s/  
ELIZABETH TALLMADGE      
Name:  ELIZABETH TALLMADGE
Title:    Managing Director
Chief Investment Officer

C-SQUARED CDO LTD.
By: TCW Advisors, Inc., as its Portfolio
Manager

 

KZH CRESCENT LLC,
as a Lender

By:

 

/s/  
RICHARD F. KURTH      
Name:  RICHARD F. KURTH
Title:    Senior Vice President

 

By:

 

/s/  
DORIAN HERRERA      
Name:  DORIAN HERRERA
Title:    Authorized Agent

KZH CRESCENT-2 LLC,
as a Lender

 

KZH CRESCENT-3 LLC,
as a Lender

By:

 

/s/  
DORIAN HERRERA      
Name:  DORIAN HERRERA
Title:    Authorized Agent

 

By:

 

/s/  
DORIAN HERRERA      
Name:  DORIAN HERRERA
Title:    Authorized Agent

TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its Collateral
Manager

 

SEQUILS I, LTD.
By: TCW Advisors, Inc., as its Collateral
Manager

By:

 

/s/  
RICHARD F. KURTH      
Name:  RICHARD F. KURTH
Title:    Senior Vice President

 

By:

 

/s/  
RICHARD F. KURTH      
Name:  RICHARD F. KURTH
Title:    Senior Vice President

By:

 

/s/  
JONATHAN R. INSULL      
Name:  JONATHAN R. INSULL
Title:    Managing Director

 

By:

 

/s/  
JONATHAN R. INSULL      
Name:  JONATHAN R. INSULL
Title:    Managing Director
             

9



SEQUILS IV, LTD.
By: TCW Advisors, Inc., as its Collateral
Manager

 

WACHOVIA BANK, National Association,
as Lender

By:

 

/s/  
RICHARD F. KURTH      
Name:  RICHARD F. KURTH
Title:    Senior Vice President

 

By:

 

/s/  
ROBERT G. MCGILL JR.      
Name:  ROBERT G. MCGILL JR.
Title:    Vice President

By:

 

/s/  
JONATHAN R. INSULL      
Name:  JONATHAN R. INSULL
Title:    Managing Director

 

 

 

 

WELLS FARGO BANK, N.A.,
as Lender

 

 

 

 

By:

 

/s/  
GREGORY J. MELLOR      
Name:  GREGORY J. MELLOR
Title:    Vice President

 

 

 

 

10




QuickLinks

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing    Date    Other Filings
11/30/0610-K,  4
8/31/0610-Q
5/31/0610-Q
2/28/0610-Q,  8-K,  PRER14A
11/30/0510-K,  8-K
8/31/0510-Q,  8-K
5/31/0510-Q
2/28/0510-Q
11/30/0410-K,  5,  8-K
8/31/0410-Q,  10-Q/A,  8-K
5/31/0410-Q
2/28/04
11/30/0310-K,  5
Filed on:10/6/038-K
8/31/0310-Q,  10-Q/A
8/25/03
7/29/03
5/31/0310-Q
10/2/02
12/28/00
 List all Filings 
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