GENCORP INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS TRUSTEE 4.0625% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2039 Indenture Dated as of December 21, 2009Indenture • December 21st, 2009 • Gencorp Inc • Fabricated rubber products, nec • New York
Contract Type FiledDecember 21st, 2009 Company Industry JurisdictionTHIS INDENTURE, dated as of December 21, 2009, is between GenCorp Inc., an Ohio corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”). The Company has duly authorized the creation of its 4.0625% Convertible Subordinated Debentures due 2039 (the “Debentures”) and to provide therefor the Company and the Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Debentures: