0000950152-04-007425 Sample Contracts

AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 15th, 2004 • Gencorp Inc • Fabricated rubber products, nec

This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment No. 5”), dated as of October 13, 2004 and effective as of the Amendment Effective Date (as defined below), is made among GENCORP INC., an Ohio corporation (the “Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS, for itself, as a Lender and as Administrative Agent for the Lenders (the “Administrative Agent”), and the other Lenders signatory to the hereinafter defined Credit Agreement.

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SECOND AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • October 15th, 2004 • Gencorp Inc • Fabricated rubber products, nec • New York

This SECOND AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of October 14, 2004 and entered into by and between GenCorp Inc., an Ohio corporation (“Seller”), and GDX Holdings LLC, a Delaware limited liability company (“Purchaser”), with reference to that certain Stock and Asset Purchase Agreement, dated as of July 16, 2004, by and between the Purchaser and Seller (the “Purchase Agreement”), as amended by the First Amendment to Stock and Asset Purchase Agreement dated as of August 31, 2004 (the “First Amendment”). Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Purchase Agreement.

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