GENCORP INC. 7,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 19th, 2004 • Gencorp Inc • Fabricated rubber products, nec • New York
GenCorp Inc., an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the "Underwriters”), for whom you are acting as representative (the "Representative”), an aggregate of 7,500,000 shares of common stock, par value $0.10 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,125,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”. The Stock, including the Shares, will have attached thereto the rights (the “Rights”) evidenced by the Stock to the extent provided in the Rights Agreement, as amended as of January 20, 1997 (the "Rights Agreement”), between the Company and The Bank of New York, as successor rights agent, as of
