0001047469-04-028139 Sample Contracts

STOCK AND ASSET PURCHASE AGREEMENT by and between GDX Holdings LLC and GenCorp Inc. Dated as of July 16, 2004
Stock and Asset Purchase Agreement • September 7th, 2004 • Gencorp Inc • Fabricated rubber products, nec • New York

THIS STOCK AND ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of July, 2004, by and between GenCorp Inc., an Ohio corporation (“GenCorp” or “Seller”), and GDX Holdings LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are collectively referred to herein as the “Parties.”

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AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT, CONSENT AND WAIVER
Credit Agreement • September 7th, 2004 • Gencorp Inc • Fabricated rubber products, nec

This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT, CONSENT AND WAIVER (this “Amendment No. 4”), dated as of August 30, 2004 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.

FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • September 7th, 2004 • Gencorp Inc • Fabricated rubber products, nec • New York

This FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of August 31, 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”). Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Purchase Agreement.

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