0000950152-05-000138 Sample Contracts

REGISTRATION RIGHTS AGREEMENT between GENCORP INC. as Issuer, and WACHOVIA CAPITAL MARKETS, LLC as representative for the several Initial Purchasers Dated as of November 23, 2004
Registration Rights Agreement • January 11th, 2005 • Gencorp Inc • Fabricated rubber products, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of November 23, 2004 between GenCorp Inc., an Ohio corporation (the “Company”) and Wachovia Capital Markets, LLC, as book-running manager and representative for the several initial purchasers (the “Initial Purchasers”) named in Schedule I to the Purchase Agreement dated November 17, 2004 (the “Purchase Agreement”), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

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