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EXHIBIT A
AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of August 21, 1995, is among GenCorp Inc., an Ohio
corporation (the "Company"), The First Chicago Trust Company of New York (the
"Resigning Rights Agent") and The Bank of New York, a New York banking
corporation (the "Successor Rights Agent"), and amends the Rights Agreement
dated as of February 18, 1987, as amended on December 7, 1987, (the "Rights
Agreement"), between the Company and the Resigning Rights Agent.
RECITALS
A. The Company and the Resigning Rights Agent are currently parties to the
Rights Agreement, under which the Resigning Rights Agent serves as Rights Agent.
B. The Resigning Rights Agent intends to resign as Rights Agent; the
Company intends to appoint the Successor Rights Agent to succeed the Resigning
Rights Agent as Rights Agent; the Successor Rights Agent wishes to accept
appointment as successor Rights Agent; and the parties hereto wish to make
certain changes to the Rights Agreement to facilitate this succession.
C. Section 5.4 of the Rights Agreement provides that the Company and the
Rights Agent may amend the Rights Agreement to make changes which do not
materially adversely affect the interests of the holders of Rights.
NOW, THEREFORE, the Company, the Resigning Rights Agent and the Successor
Rights Agent agree as follows:
1. Resigning Rights Agent
Pursuant to Section 4.4 of the Rights Agreement, the Resigning Rights Agent
hereby notifies the Company that it is resigning as Rights Agent under the
Rights Agreement, its resignation to be effective as of 12:00 a.m., New York
time, August 31, 1995. The Company hereby accepts the resignation of the
Resigning Rights Agent and waives the requirement that 90 days' notice in
writing of such resignation be provided by the Resigning Rights Agent.
2. Appointment of Successor Rights Agent
The company hereby appoints the Successor Rights Agent as Successor Rights
Agent under the Rights Agreement, effective as of 12:01 a.m., New York time,
September 1, 1995, and the Successor Rights Agent hereby accepts such
appointment, subject to all the terms and conditions of the Rights Agreement as
amended hereby.
3. Amendments to Rights Agreement
The parties hereto agree that the Rights Agreement shall be amended as
provided below, effective as of the date of this Amendment except as may
otherwise be provided below;
(a) From and after the time that the appointment of the Successor Rights
Agent as successor Rights Agent is effective, all references to the Resigning
Rights Agent as Rights Agent in the Rights Agreement (including all exhibits
thereto) shall be deemed to refer to the Successor Rights Agent as successor
Rights Agent. From and after the effective date of this Amendment, all
references in the Rights Agreement to the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended by this Amendment.
(b) Section 5.9 of the Rights Agreement is amended by deleting the name and
address of the Resigning Rights Agent and substituting therefor the following:
0
Xxx Xxxx xx Xxx Xxxx
000 Xxxxxxx Xxxxxx, 00 Xxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxx, Vice President
4. Miscellaneous
(a) Except as otherwise expressly provided, or unless the context otherwise
requires, all terms used herein have the meanings assigned to them in the Rights
Agreement.
(b) Each party hereto waives any requirement under the Rights Agreement
that any additional notice be provided to it pertaining to the matters covered
by this Amendment.
(c) This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which counterparts shall together
constitute but one and the same document.
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IN WITNESS WHEREOF, the parties have caused this amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first written above.
ATTEST: GENCORP INC.
By: ___________________ By: ___________________
Name: Xxxxxx X. Xxx Name: Xxxxxxx X. Xxxxx
Title: Secretary Title: Treasurer
THE BANK OF NEW YORK,
ATTEST: AS RIGHTS AGENT
By: ___________________ By: ___________________
Name: _________________ Name: _________________
Title: ________________ Title: ________________
THE FIRST CHICAGO TRUST
COMPANY OF NEW YORK
ATTEST: AS RESIGNING RIGHTS AGENT
By: ___________________ By: ___________________
Name: _________________ Name: _________________
Title: ________________ Title: ________________
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