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Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of January 20, 1997 to the Rights Agreement dated
as of February 18, 1987, as amended on December 7, 1987 and August 21, 1995,
(the "Rights Agreement"), between GenCorp Inc., an Ohio corporation (the
"Company") and The Bank of New York, a New York banking corporation (the
"Successor Rights Agent").
RECITALS
A. The Company and the Successor Rights Agent are currently parties to
the Rights Agreement, under which the Successor Rights Agent serves as Rights
Agent.
B. 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.
C. All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Successor
Rights Agent have been in all respects duly authorized by the Company and the
Successor Rights Agent.
NOW, THEREFORE, the Company and the Successor Rights Agent agree as
follows:
1. 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:
(a) Subsection (i) of Section 1.1 of the Rights Agreement shall be
deleted in its entirety and replaced with the following:
(i) "Expiration Time" shall mean the earlier of (i)
the Redemption Time or (ii) the close of business on
February 18, 2007.
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(b) Subsection (a) of Section 5.1 of the Rights Agreement shall be
deleted in its entirety and replaced with the following:
5.1 REDEMPTION. (a) The Board of Directors of the
Company may, at its option, at any time prior to the
earlier of (i) the close of business on the tenth day
(or such later date, not beyond the thirtieth day, as
may be fixed by the Board of Directors of the Company
by notice to the Rights Agent and publicly announced
by the Company) following the Stock Acquisition Date
(or, if the Stock Acquisition Date shall have
occurred prior to the Record Date, the close of
business on the twentieth day following the Record
Date) and (ii) February 18, 2007, redeem all but not
less than all the then outstanding Rights at a
redemption price of $.02 per Right, as such amount
may be appropriately adjusted as provided in Section
2.3 hereof, and the Company may, at its option, pay
the Redemption Price either in shares of Common Stock
(based on the Market Price of the shares of Common
Stock at the Redemption Time) or cash.
(c) Section 5.9 of the Rights Agreement is amended by changing the
address of the Company as follows:
GenCorp Inc.
000 Xxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
Attention: Secretary
2. 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.
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(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.
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: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxx
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Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxx
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Title: Assistant Secretary Title: Secretary
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ATTEST: THE BANK OF NEW YORK,
AS RIGHTS AGENT
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx
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Title: Assistant Vice President Title: Vice President
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