0000950134-06-002602 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 13th, 2006 • Gencorp Inc • Fabricated rubber products, nec

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of January 26, 2006, is to that certain Credit Agreement dated as of December 6, 2004 (as previously amended and modified and as further amended, modified, supplemented, restated or amended and restated from time to time, the “Credit Agreement”), by and among GENCORP INC., an Ohio corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”), 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.

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GENCORP INC. 1999 EQUITY AND PERFORMANCE INCENTIVE PLAN Restricted Stock Agreement
Equity and Performance Incentive Plan • February 13th, 2006 • Gencorp Inc • Fabricated rubber products, nec • Ohio

WHEREAS, the execution of a restricted stock agreement in the form hereof (the “Agreement”) has been authorized by a resolution of the Organization & Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, or if applicable, by the Board duly adopted on .

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