PURCHASE AGREEMENTPurchase Agreement • March 19th, 2010 • Gencorp Inc • Fabricated rubber products, nec • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2010 by and among GenCorp Inc., an Ohio corporation (the “Company”), and each of the beneficial holders listed on Schedule I hereto (each, a “Holder,” and collectively, the “Holders”) of (i) the Company’s 2 1/4% Convertible Subordinated Debentures due 2024 (the “Convertible Notes”), which were issued pursuant to an Indenture (the “Convertible Notes Indenture”), dated as of November 23, 2004, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and/or (ii) the Company’s 9 1/2% Senior Subordinated Notes due 2013 (the “Subordinated Notes,” and together with the Convertible Notes, the “Notes”), which were issued pursuant to an Indenture (as supplemented, the “Subordinated Notes Indenture”), dated as of August 11, 2003, among the Company, the Guarantors (as defined therein) and the Trustee.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 19th, 2010 • Gencorp Inc • Fabricated rubber products, nec
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of March 17, 2010, is by and among GENCORP INC., an Ohio corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto (the “Guarantors”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
